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Annual Report 1999

In 2000 Conventum wishes to

showcase Finnish art and artists.

This annual report presents works

by four Finnish goldsmiths.

These goldsmiths work at the

Union Design atelier workshop.


Ta b l e o f C o n t e n t s

Chairman’s Letter 4

President’s Review 6

Conventum in Brief 8

Conventum’s first year 1999 9

Share Price Trend and Shareholders 1999 10

Board of Directors, Management and Auditors 11

Corporate Finance 12

Brokerage 14

Asset Management 16

Investments 18

Report of the Board of Directors 20

Pro Forma Consolidated Profit and Loss Account 25

Pro Forma Consolidated Balance Sheet 26

Conventum Group’s and Conventum Limited’s


Consolidated Profit and Loss Account 27

Conventum Group’s and Conventum Limited’s


Consolidated Balance Sheet 28

Statements of Changes in Financial Position 29

Accounting Principles 30

Notes to the Financial Statements 31

Auditors’ Report 39

Pro Forma Key Ratios 40

Calculation Formulas 41

Investments and Venture Capital Portfolio 42

Information to the Shareholders 50


Chairman’s letter

Dear shareholder,

You are holding a new kind of Annual Report. Not just because it is Conventum Limited’s first,
but also because it is fresh and different.
Conventum began operations in its new form on March 1, 1999, following the merger of in-
vestment activities and financial services. We have been able to offer our clients the full range of
financial services, while at the same time giving our shareholders the opportunity to participate
in the growth and potential value of primarily unlisted technology companies. This mix is unique
in Finland, though numerous examples can be found in other countries.
We performed well during our first year though we didn’t reach all our targets for market
shares. We succeeded in carrying out the merger swiftly, building for the company a new – and
in my opinion strong – organisation, and our profits for the year are at a record level. The most
important fact was that the market accepted the newcomer and our market capitalisation doubled.
We cannot forecast our share price, but we expect profits to develop favourably also in the new year.
The market has favoured a company of our kind both during the past year and, in my opinion,
will also do so in the foreseeable future. The growth in the securities market, the general public’s
migration from bank savings to new forms of investment and the structural change which the
integrating economies must go through are all permanent phenomena with long-term implica-
tions. Since the retail banks have gone over to marketing mutual funds, the latent potential is fi-
nally being released, and it will be hard to reverse the trend. Increasing wealth is leading to a
greater need and demand for investment services.
The past year will nonetheless not be remembered for the growth in the securities market, but
rather for the ultimate breakthrough of information technology. The internet and wireless
communications represent a “revolution” in communications, commerce and even in the logistics
deployed in industry and services. No doubt, we do not yet even fathom the full extent of the
transformation. Valuation levels already reflect great expectations. I shall not attempt to forecast
which way valuation levels will move, but it is not too daring to claim that the good companies
will stand out from the rest when technology choices crystallise. As long as all players are in with
a chance, the market has invested broadly in nearly every opportunity offered.
Conventum has good prospects to grow in the business areas. Our profits, solidity and, there-
by, our financial resources, are strong. As will be discussed in this Annual Report further on,
Conventum has an abundance of unrealised asset values which can be reallocated when required.

4 Conventum Limited
Although operating expenses have increased markedly in
step with our growth, we are nevertheless a fairly low-cost
operation compared with our competitors. This is ensured
by streamlined and flexible service distribution channels
whose potential will be expanded further by making the
most of networking and information technology.
Within financial services, i.e. corporate finance, broker-
age and asset management, there is a good deal of room for
increasing our volume and market share even in the face of
stiff competition.
Based on initial results, the focus of our investments in
high-growth technology companies appears to have been right on target. Over the next few years
the markets, especially in the Nordic countries, will continue to offer plenty of opportunities.
Part of the growth in Conventum’s operations over the past reporting year came by way of
acquisitions. In future we shall seek openly to examine various corporate structural solutions
for developing the capital markets and strengthening our own position.
For our shareholders, the value of the company’s share has shown positive development. We are
aware of the share’s liquidity constraints. There are only a few direct means to increase liquidity,
but we are confident that a solution can be found. We will continue to expand our investment
activities during the current year, but because the company has a strong financial position, the
Board will suggest paying out about half of the company’s net profits in dividends to shareholders.
I wish to express my thanks to our entire staff for a successful year. You have shown motivation
in your daily work and also had fun doing it – which is important too. To you, our customer and
shareholder, my thanks for your confidence in us.

Peter Fagernäs

Conventum Limited 5
President’s review

Conventum’s first year of operations was successful. We achieved our financial objectives and our
Pro Forma operating profit rose to EUR 25.8 million. Our clientele expanded during the financial
year and I wish to thank both the old and new clients of the enlarged Conventum for their confi-
dence and co-operation, which have continued without interruption during our merger process.
Conventum’s objective is to be the leading Finnish investment bank and to achieve profitable
growth in all its business areas. The means of achieving growth, in addition to organic growth,
are acquisitions, partnership and alliance agreements as well as network services.
The merger we carried out also means that we now have a better ability to serve both present
and new clients by offering more versatile and extensive service packages. The merger furthermore
contributes to implementing our growth objectives. The synergies between the divisions make
growth in incomes possible. There are several changes in the business environment of our divi-
sions that create us an opportunity to grow.
Conventum’s corporate finance activity has strengthened its market position as an advisor for
its clients on M&A transactions. We have been able to carry out very demanding and substansial
transactions successfully facing fierce competition. The market of M&A will remain strong and I
believe that our chances of succeeding in this sector are good furthermore because of our growing
professional team. Demand for the advisory services in equity financing and public offerings
will increase further in the coming years, especially among the growth companies. Our long-
standing experience of equity offerings and our international contacts together with our enlarged
Research Department will offer us good growth opportunities.
The market share of our Brokerage Division was lower than we had anticipated, mostly because
of the reduction in the low margin foreign brokerage activity. During the year we strengthened
both our equity research and brokerage resources significantly. I believe that with our increased re-
sources we can raise our market share among institutional investors. The equity research internet
pages were renewed during the year to enable us to provide our clients swiftly with extensive
and high-quality research material and thereby to expand our customer base.
Demand for asset management services will increase further in the coming years because of the
change in the Finnish investing culture, which will be more security focused and more international.
The importance of the traditional bank saving will decrease. During last year mutual funds grew
significantly and the value of the markets grew to 10.2 billion euro. From this growth approximately
half came from new investments and the rest from the increase in value of the mutual funds. Currently
the greatest interest is in international and sector specific mutual funds.
This development makes growth possible also for Conventum’s asset management services.
During the last year the mutual funds managed by Conventum grew satisfactorily. Our co-operation

6 Conventum Limited
with universities and the fact that we use independent experts to assist us with the portfolio
management emphasize the analytical focus of our asset management. The private asset management
service is one of the key areas for our Asset Management and the outlook for it is favourable.
The use of internet-based financial services will show strong increase in the coming years.
During the past year we continue to develop further our internet services. The internet will
make possible a wide and effective distribution of equity issues and mutual funds. During the
year 2000 we will open comprehensive internet services including brokerage services.
Venture capital markets have grown strongly in Finland. In our investments we have concentrated
on information technology and biotechnology companies and have succeeded in strenghthening
our competitive position in this sector. The importance of Investment Division in our Group will
grow and we believe that the outlook for the technology focused venture capital activity is good.
Last year our staff grew by 33 new Conventum team members, bringing the number of our
staff to 87 professionals in step with the growth of our operations. New staff were recruited
mainly to fill skilled professional positions. It is important to take care of the professional skills and
motivation of our staff to maintain the quality and efficiency of our operations at a competitive
level. I wish to take this opportunity to thank Conventum’s
entire staff for the good joint contribution they have made
in ensuring our successful performance.
During our first year of operations we were able to increase
the value of our shareholders’ investments by way of both
a good dividend yield and a rising share price. Increasing
shareholder value calls for long-term and systematic opera-
tions, maintaining profitability and keeping control during
the growth. In view of our expanding operations and our
professional and motivated staff, we are well positioned to
succeed in realising this goal.

Hannu Linnoinen

Conventum Limited 7
Conventum in Brief

Conventum is a leading Finnish full-service investment bank. It is a professional organisation that


is independent of the banks and insurance companies. Conventum offers a versatile palette of
high quality financial services and it plays an active role as an investor in growing information
technology and biotechnology companies. Conventum’s clientele includes of Finnish and inter-
national corporations, institutions and private individuals.
The foundation of Conventum’s operations is its well-educated and professional staff, whose
commitment to the company’s good performance is strengthened via ownership and a share option
programme. At the beginning of 2000 Conventum had a staff of 87 people.

Conventum Limited
Peter Fagernäs, Chairman of the Board (executive)
Hannu Linnoinen, President
Group Administration

Lauri Lundström
Chief Financial Officer

Corporate Finance Brokerage Asset Management Investments


• Mergers and Acquisitions • Equities Brokerage • Mutual Funds • Venture Capital
• Equity Financing • Derivatives Brokerage • Discretionary Asset • Listed Equities
• Other Advisory Services • Equity Sales Management
• Equity Research
Juha Mikkonen Jukka Laukkanen Vesa Puttonen Jyri Merivirta
Head of Division Head of Division Head of Division Head of Division

The objective of Conventum’s operations is to achieve fast and profitable growth in all its
business areas and to deliver a competitive return to shareholders.

Competetive return
to shareholders Shareholder
value

Changes in investment culture


M&As and listings
Profitable growth in
Strong growth in technology sector
all divisions
Internetbased investment services
The growth and internationalization of securities markets

To be a leading
Finnish full-service Corporate Brokerage Asset Investments
investment bank Finance Management

Professional and well-motivated staff

8 Conventum Limited
Conventum’s first year 1999

• Conventum Limited was formed as a result of the combination merger of Arctos Capital Oyj,
Arctos Holding Oy and Conventum Oy on February 28th. The company’s share was admitted to the
Main List of Helsinki Exchanges on March 1st
• The company’s Board of Directors appointed the Management Board and approved the Group’s
organisation in February 1999
• The company distributed a dividend of EUR 0.34 per share on April 23rd
• Hannu Linnoinen, LL.M.,B.Sc. (Econ.), was effective as the company’s President on May 10th
• The staff ’s commitment to the company’s success was reinforced by introducing a comprehensive
share option programme in June
• Conventum acted as an adviser in a number of major M&A transactions during the year
• Conventum made 11 new investments, primarily in information technology companies. Total amount
of investments made including second round investments were EUR 7.2 million
• The sale of shares in Santa Monica Software Finland Oy resulted in a profit of EUR 4 million
The company was merged into the Cygate Group, in which Conventum has a 9.4% ownership
• The value of the portfolio of listed equities grew strongly and at the end of the year the difference
between the book value and market value of the portfolio was EUR 60.9 million. The largest single
equity holding was in JOT Automation Plc, whose value rose by 420% in value in 1999
• Conventum acquired and merged Diana Fund Management Company Ltd and launched two new
mutual funds. Total assets under management in the mutual funds on December 31st, 1999, were
EUR 207 million and in Discretionary Asset Management totalled EUR 150 million
• Conventum’s staff increased by 33 employees during the financial year, and at the end of the year the
company had a payroll of 87 employees.

1996-1999 in figures (Pro Forma)

Dec 31, 1996 Dec 31, 1997 Dec 31, 1998 Dec 31, 1999
Income from investment services (MEUR) 7,8 16,0 28,8 40,7
Operating profit (MEUR) 3,8 10,6 21,5 25,8
Net profit for the financial year (MEUR) 3,1 7,4 16,0 17,6
Total assets (MEUR) 26,8 50,1 66,4 103,5
Return on equity, % 22,8% 24,6% 35,6% 31,6%
Income/expenses ratio 2,0 2,5 3,6 3,0
Earnings per share (EUR) 0,13 0,31 0,68 0,74
Equity per share (EUR) 0,86 1,67 2,14 2,54
Equity ratio, % 76,4% 79,4% 76,7% 58,4%
Net Income of Conventum Operating Net Profit of
in 1996–1999 Conventum in 1996–1999
EUR 000 000’s EUR 000 000’s
45 30
40
25
35
30 20
25
15
20
15 10
10
5
5
0 96 97 98 99 0 96 97 98 99

Conventum Limited 9
Share Price Trend and Shareholders 1999

• The company had 970 shareholders by the end of financial year


• Approximately 49% of the share capital is owned by the staff
• The share capital was converted in to euros and after the bonus issue the par value of the
share was 0.85 euros
• The company distribured a dividend of 0.34 euros per share on April 23rd, 1999.

The trading price of Conventum’s share on the HEX Helsinki Exchanges fluctuated between a
high of 14 euros and a low of 7 euros in the March-December period. The closing price at the
end of December was 13.90 euros. The share price rose by 85.33% from March to December
and the market value of the company was EUR 331 million on December 31st, 1999.
The Board of Directors proposes a dividend of 0.40 euros per share.

Conventum share price trend compared with


the Portfolio Index, March 1 - December 30, 1999
EUR
200 15,0
180 13,5
160 12,0
140 10,5
120 9,0
100 7,5
80 6,0
March 1, 1999 December 30, 1999
HEX
Conventum Limited

Largest shareholders per December 31, 1999 Conventum’s owners per December 31, 1999
Shareholder Shares and votes,
%
Thominvest Oy 21,58
Peter Fagernäs 12,01
Thomproperties Oy 11,50
Jyri Merivirta 6,30
Pine Invest Oy 6,01
Juha Mikkonen 6,00 Companies 59 %
Veikko Laine Oy 3,42 Households 36,78 %
Dreadnought Finance Oy 3,39 Financing- and insurance companies 3,87 %
Lakefront Oy 1,54 Non profit seeking 0,25 %
Other foreigns 0,06 %
Asuuri Oy 1,54
General government 0,04 %

10 Conventum Limited
Board of Directors, Management and Auditors

Board of Directors
Peter Fagernäs,
Chairman (executive)
Timo Jouhki, Vice Chairman CEO
Raimo Hertto, Member Commercial Counsellor
Pertti Laine, Member CEO
Kari Rannila, Member CEO

President Behind from left Pertti Laine, Kari Rannila. Front from left
Raimo Hertto, Peter Fagernäs, Timo Jouhki.
Hannu Linnoinen

Management Board
Hannu Linnoinen, chairman President
Jukka Laukkanen Head of Division, Brokerage
Lauri Lundström Chief Financial Officer
Jyri Merivirta Head of Division, Investments
Juha Mikkonen Head of Division, Corporate Finance
Vesa Puttonen Head of Division, Asset Management

Behind from left Hannu Linnonen, Jyri Merivirta, Vesa


Puttonen. Front from left Juha Mikkonen, Lauri Lundström,
Jukka Laukkanen.

Auditors
SVH Pricewaterhouse Coopers & Lybrand Oy,
with Pekka Nikula, Authorised Public Accountant acting as responsible auditor;
Johan Kronberg, Authorised Public Accountant

Deputy auditor
Markku Marjomaa, Authorised Public Accountant

Conventum Limited 11
Kaisa Vuorinen: brooch “Siivet”

12 Conventum Limited
Corporate Finance

Conventum’s goal is to be the leading advisor for companies in domestic M&As and equity
offerings.
Conventum’s advisory work in the field of mergers and acquisitions comprises of acquisitions
and disposal for client companies, mergers and dimergers, as well as tender offers and share re-
demptions. In equity offerings, Conventum’s work for clients included their initial public
offerings, equity offerings, and sales of shares aimed at expanding the ownership base, as well as
advisory services for raising venture capital for growth companies.
In 1999 the corporate field in Finland witnessed a large number of mergers and acquisitions.
During the last year an exceptionally large number of new companies have applied for stock
exchange listings in Hex Helsinki Exchanges and raised equity capital.
Conventum enhanced its position as a provider of corporate finance services. The company’s
clients are mainly large and medium-sized companies as well as an increasing number of rapidly
growing technology companies. During the past year Conventum broadened considerably its clien-
tele. Staff resources were expanded in order to serve the increased clientele.
The focus of corporate finance services was on advisory services related to M&A transactions.
Conventum acted, e.g. as joint advisor to Rauma Corporation and Valmet Corporation in the
merger of the companies to form Metso Corporation, as advisor to Amer Group Plc, for its
tender offer for Suunto Oyj, as joint advisor to Sampo Insurance Company plc and Leonia plc
in the formation of Sampo-Leonia, and as Metso Corporation’s advisor in the sale of forest
machinery manufacturer Timberjack Group to the American company Deere & Company. In the
field of equity offerings, Conventum acted as the lead manager for the IPO and the sale of shares
of Eimo Oyj and arranged as advisor venture capital financing for several growth companies.

The dapping die and the dapping


punches are used for working metal
plates into hemispheres. The punches
are made of hardened steel and
their tips have been polished.

Conventum Limited 13
Juha Koskela: earrings “Syli”

14 Conventum Limited
Brokerage

Conventum acts as a broker for securities and derivative contracts on Helsinki Exchanges, as a
provider of research and as a provider of custodial services for securities . Conventum’s brokerage
clients are both domestic and foreign corporates, institutional investors as well as retail clients.
Trading on the Helsinki Exchanges reached record levels during 1999. The exchanges set new
records for share price development, share turnover and the volume of trades. The introduction
of the euro in share pricing at the start of 1999 reduced the currency risk for foreign investors
and boosted interest in Finnish shares. The introduction of the euro passed smoothly. The HEX
All-Share Index rose by over 160% to 14578.7 and the Portfolio Index also rose by over 65%.
The market value of shares on the Main List at the end of 1999 was EUR 346 billion. Trading
volume grew steadily throughout the year and share turnover reached EUR 104.8 billion, an
increase of over 90% on the previous year. Turnover in Nokia shares accounted for two thirds
of turnover on the exchange.
Conventum’s market share in equities brokerage in 1999 was nearly 4% and Conventum was
among the three largest brokers for derivative contracts. In the Autumn Conventum Securities
Limited was accepted as a member of the EUREX derivatives exchange in Frankfurt. The Bro-
kerage Division recruited a number of stockbrokers and analysts for the Research Department
during the year in order to strengthen its customer service capability also in the future. The Research
Department produces regularly company research and macro analyses for clients. These analyses
are also available to clients in the new equity research internet service on Conventum’s website.
The move to euro-denominated trading at the start of 1999 and the new millennium meant
an increased workload, particularly for the Brokerage Division’s data processing and back-office
staff. Both projects went according to plan. The centralisation of book-entry securities registers in
Finland during 2000 should help to clear settlement bottlenecks for the Helsinki Exchanges’
share transactions, which were particularly problematic in late Autumn 1999.

Gravers are the goldsmith's universal tool,


used for engraving text or patterns as well as
setting stones. The handles are wooden
and the bladesare made of special steel
that has been ground and polished.

Conventum Limited 15
Juha Koskela: pendant “Kentauri”

16 Conventum Limited
Asset Management

Conventum’s asset management activities are divided into the management of mutual funds and
the offering of discretionary asset management services. The Discretionary Asset Management offers
services to institutional investors and private individuals. Conventum Fund Management Company
Limited manages a total of ten mutual funds registered in Finland investing their assets in the Finnish
and international securities markets. These assets grew by EUR 50 million during 1999, totalling
EUR 149 million on December 31st, 1999.
Diana Fund Management Company Ltd and the three mutual funds it manages, as well as key
employees, became part of Conventum in February 1999, and Diana Fund Management Company
Ltd merged with Conventum Fund Management Company Limited on December 31st, 1999. The
Diana Funds will be renamed as Conventum funds following a review by the authorities, and the
mutual funds Diana Korko and Conventum Euro Obligaatio will be merged in Spring 2000. The
assets under management in Diana funds totalled EUR 58 million on December 31st, 1999.
In the beginning of 2000 the value of assets under management in Conventum’s 13 mutual
funds was EUR 207 million.
The Asset Management Division has systematically developed its portfolio management and analy-
sis operations throughout 1999. The range of mutual funds has been increased and mutual funds’
investment strategies have been adjusted to meet clients’ rapidly changing needs. Conventum’s an-
alysts and portfolio managers co-operate on a regular basis with experts in different sectors and
with universities. The risk-adjusted long-term portfolio management results for equity and balanced
mutual funds remained good during the year under review.
The Conventum Pharma pharmaceuticals and technology fund, which was established at the
beginning of 1999, has grown rapidly and the fund had assets of EUR 18.9 million at December
31, 1999. Since Autumn 1999 the Conventum Finland (Value) equity fund has applied a systematic
value philosophy to its investment policy – the first fund in Finland to do so. In October bal-
anced fund, Conventum Vision, was launched that concentrates its equity investments on compa-
nies that invest heavily in their personnel recruitment, training and welfare.
During the current year Conventum’s Discretionary Asset Management has been centralised into
Conventum Asset Management Limited. Most of the Group’s portfolio management resources,
which were strengthened during the year under review, have also been centralised to this company.
This was reflected in a rapid
The assets in Conventum’s mutual funds growth of assets under manage-
EUR 000 000’s
210 ment, which in addition to the
180
mutual funds stood at around
150
120
EUR 150 million.
90
60 Diana

30 Conventum
0
March -98

Sept. -98

Sept.-99
June -99
June -98
Dec. -97

Dec. -99
March -99
Dec. -98

Conventum Limited 17
Kirsti Doukas: rings “Hiillos”

18 Conventum Limited
Investments

Conventum’s objective is to be one of the leading technology investors in the Nordic countries.
Investment operations are focused on venture capital investments in unlisted growth companies
and investments in listed technology shares especially on the Helsinki Exchanges and the NASDAQ.
The main areas of focus for investment operations are information technology and biotechnology.
Conventum strives to analyse trends in information technology and to make either venture
capital investments in these technologies or to invest in listed companies developing these tech-
nologies. The main areas of interest within information technology are telecommunications, the
internet and software production. Conventum makes venture capital investments in companies
at different development cycles depending on the company’s sector and the growth prospects
for the market. Conventum’s aim is to prepare target companies for a stock exchange listing
within two to four years after investing in these companies.
In the biotechnology sector Conventum invests in companies whose research projects are con-
sidered to have significant market potential and which are likely to seek a stock exchange listing
within one to three years after the investment being made.
As a venture capital investor Conventum offers target companies its in-depth knowledge of
domestic and foreign capital markets, its long-term expertise of market listing in developing
company structures, and its understanding of the technology sector. The principal assessment
factors for Conventum’s investment decision are management, technology expertise and the business
plan of the prospect company. Investment prospects must possess substantial upside potential for
growth and appreciation in value.
Conventum has made 22 venture capital investments. These companies are presented on pages
42-49 of this Annual Report.

Nippers for cutting thin wires and


plates. One of the cutting surfaces is
completely smooth. With the brush on
the handle the goldsmith can clean the
surfaces that he is working on.

Conventum Limited 19
Report of the Board of Directors

Start of Operations and Organisation


Conventum Limited was formed on February 28th, 1999, as a result of the combination merger of
Arctos Capital Oyj, Arctos Holding Ltd and Conventum Limited, and the company’s share was
admitted to the Main List of Helsinki Exchanges on March 1st, 1999. The measures connected
with the merger have been seen to completion. The Board of Directors of Conventum Limited held
its organisation meeting at the beginning of 1999. The Executive Chairman of the Board is Peter
Fagernäs and the other members are Timo Jouhki (Vice Chairman), Raimo Hertto, Pertti Laine
and Kari Rannila. The Board of Directors appointed Hannu Linnoinen, B.Sc. (Econ.), LL M, as the
company’s President effective on May 10th, 1999. The Board of Directors also appointed a Group
Management Board, comprising the president (chairman) and the heads of the business divisions as
well as the Group CFO. A separate Group Administration unit was set up to assist the President. The
Group’s ongoing operations were organised into four business divisions: Corporate Finance, Bro-
kerage, Asset Management and Investments.

Consolidated turnover and earnings


Conventum Group’s pro forma income from investment services for the year 1999 was EUR 40.7 mil-
lion, representing a substantial increase compared with the result in the corresponding period (1998:
EUR 28.8 million). Consolidated pro forma operating profit grew to EUR 25.8 million (1998:
EUR 21.5 million). Net operating profit reduced by EUR 1.5 million writedown of the book value
of real-estate shares on December 31st, 1999, which increased the taxlevel for the financial period.
The difference between the book value of the company’s portfolio of listed equities and its market
value was EUR 60.9 million. All the business divisions were profitable. The importance of investment
operations increased during the past year, but both corporate finance and brokerage were also very
profitable throughout the year. Asset management focused on marketing, and both human resources
and data processing resources were increased, with a corresponding impact on the profitability of opera-
tions. The outlays were nevertheless justified because assets under management grew rapidly during the
year. Group administrative costs were in part attributable to the implementation of the Conventum
merger, the start of operations, including the related marketing campaign, as well as to the costs of
internet development projects. The Group’s solidity ratio was 55.07% on December 31st, 1999.

Operating Net Profit by Division 1999 (Pro Forma)


Corporate finance EUR 4.5 million
Brokerage EUR 6.4 million
Asset management EUR 0.3 million
Investments EUR 16.7 million
Group administrative expenses EUR -2.1 million
Operating profit, total EUR 25.8 million

Pro Forma profit for the year after taxes was EUR 17.6 million.

20 Conventum Limited
Accounting practice during the company’s first year of operations
Conventum Limited began operations in March and in the company’s first financial year the Conventum
Group prepared three Interim Reports as well as annual Financial Statements. Interim Reports and
Financial Statement include on Group-level also Pro Forma consolidated Income Statement and Balance
sheet. The Pro Forma figures present the Group’s operations from the beginning of the entire calen-
dar year 1999, which gives a more correct picture of the Group’s earnings and financial position.
Conventum Limited’s first actual financial year is ten months long (March 1-December 31, 1999).
For this period accounting financial statement has been prepared. Conventum’s consolidated financial
statements and the financial statements of the parent company and all the subsidiaries are prepared in
accordance with the instructions issued by the Financial Supervision Authority for use by investment
service companies and fund management companies. The company has used the euro as its account
currency in 1999.

The parent company, Conventum Limited


The Group’s investments are mainly in the parent company’s Balance sheet. The parent company has a
payroll of 13 employees who comprise the Group’s directors and management as well as Group
administration. The parent company provides the rest of the Group with financial, risk management,
legal, information technology and accounting services.

Corporate Finance
Conventum’s corporate finance activities are organised within Conventum Corporate Finance
Limited, which was granted an investment services licence on February 18th, 1999. The business
division has strengthened its position as a provider of corporate finance services. During the past
year the company has expanded its clientele, consisting mainly of medium-sized and large corpora-
tions as well as an increasing number of rapidly growing technology companies. In order to serve
an ever wider clientele, human resources have been increased throughout the year. The focus of the
company’s operations has been on advisory services connected with M&A and transactions. The
division’s reported Pro Forma operating profit was EUR 4.5 million.

Brokerage
Conventum’s brokerage operations serve both domestic and foreign institutional and retail investors.
Conventum Securities Limited acts as a broker for securities and derivative contracts, as a provider of
research and as a provider of custodial services for securities on Helsinki Exchanges. The company’s
market share in equity brokerage was nearly 4% in 1999, and as a broker for derivative contracts
Conventum was among the largest Finnish brokers in 1999. The reorganisation of the Equity Research
Department was completed during the autumn, and the department provides comprehensive com-
pany research and macro analyses. The division’s Pro Forma operating profit was EUR 6.4 million.

Conventum Limited 21
Asset Management
Conventum’s asset management activities are divided into the management of mutual funds and the
provision of discretionary asset management services. Conventum Fund Management Company
Limited manages ten mutual funds registered in Finland investing their assets in the Finnish and inter-
national securities markets. As a result of the acquisition of Diana Fund Management Company Ltd,
its whole share capital, the three mutual funds managed by it and the key employees became a part of
Conventum Group in February, 1999. Diana Fund Management Company Ltd was merged with
Conventum Fund Management Company Limited on December 31st, 1999. Diana Fund Manage-
ment Company Ltd’s latest confirmed closure of accounts of December 31st, 1998 shows a result of
EUR 0.003 million and the balance sheet shows equity capital of EUR 1.0 million. The merger of
the company did not effect the distributable funds of the company. After the merger Conventum
Fund Management Company Limited manages thirteen mutual funds. The Diana funds will be renamed
as Conventum funds following a review by the authorities, and the Diana Korko and Conventum Euro
Obligaatio mutual funds will be merged during spring 2000.
The discretionary asset management section offers its services to institutional investors and private
individuals. Conventum’s discretionary asset management operations will be centralised, during this
current year, within Conventum Asset Management Limited. Assets under management in Conven-
tum’s mutual funds were EUR 207 million. Assets under management by the Discretionary Asset
Management section, not including mutual funds, totalled about EUR 150 million at the turn of the
year. The division’s Pro Forma operating profit was EUR 0.3 million.

Investments
Conventum’s investment activities are divided into private equity investments (venture capital invest-
ments), the management of these investments, and investments in listed equities and bonds and their
related derivative instruments in Finland and internationally. Investments in unlisted companies are
mainly carried in the Balance sheet of the parent company, Conventum Limited, and the portfolio of
quoted equity investments is carried in the Balance sheets of both the parent company and Conventum
Capital Limited. Conventum has made 22 venture capital investments. The portfolio companies are
presented on pages 42-49 of the annual report. The division’s posted Pro Forma operating profit was
EUR 16.7 million. The difference between the book value of the portfolio of listed equities and its
market value was EUR 60.9 million.

New investments (venture capital)


During 1999 new investments were made in the Finnish company Aplicom Oy, which is the leading
European manufacturer of mobile data terminals for professional vehicles, in the Finnish company
Fibrogen Europe Oy, which is specialised in the manufacture and marketing in Europe of collagen
and gelatine that are produced using a new manufacturing method, in WCL Wireless Commerce Ltd Oy,
a Finnish company specialised in software development and value added services for the Internet and
wireless communications, in the Norwegian biotech company Photocure ASA, which is developing a
new method of treating melanoma and similar skin diseases, in the Swedish company Projector New
Media AB, which offers advisory services for the design and development of its customers’ on-line

22 Conventum Limited
strategies, in the Futuremark Corporation (MadOnion.com Oy), a Finnish-Canadian software
company which specialises in designing measurement and diagnostic software for PC end users and
hardware manufacturers, in Capslock Oy, which develops software for providers of services for new
media terminal devices and in WS Wireless Services Ltd, which maintains auctions acting on the
Internet and in RTS NetWorks Group Plc which is a provider of Internet and wireless services and
is listed on AIM in London.

Sales of investments (venture capital)


During the first part of the year Investment AB Bure purchased from Conventum 19.3% of Santa
Monica Software Finland Oy, which generated a profit of about EUR 4 million for Conventum.
After this deal Conventum held a 20% interest in the company. At the end of April, Santa Monica
Software Finland Oy and Salcom Ab of Sweden were merged into the Cygate Group in accordance
with the original plan. Conventum exchanged all of its remaining shares in Santa Monica Software
Finland Oy, receiving in consideration for the exchange 9.4% of the new shares outstanding in the
Cygate Group. Cygate AB supplies integrated communications systems in the Nordic countries, the
Baltic Region and Poland. The company intends to list on the Stockholm Stock Exchange by the
end of 2000.

The profit of the associated companies


The Pro Forma loss of the associated companies consolidated by equity method including goodwill
depreciation was EUR 1.1 million in 1999.

Listed equities portfolio


A significant proportion of Conventum’s investment assets has been invested in listed equities and the
investments have generated both realised gains and appreciation in value. The largest single investment
measured in terms of market value at December 31st, 1999, was in the shares of JOT Automation
Group Plc, which were acquired before the company’s initial public offering in 1998. The value of JOT
Automation Group Plc’s share rose by 420% during the reporting period.
During the late autumn Conventum has increased ownership in Incap Limited which is listed in
Hex Helsinki Exchanges. By the end of the year Conventum owned 11.8 % of the company’s share
capital.
The market value of the listed securities in Conventum’s portfolios exceeded the book value at
December 31st, 1999, by EUR 60.9 million.

Other investments
Other investments include companies or securities that are not technology investments by their nature.
The investments division is not responsible for the management of these investments. The majority
of this group are investments in real-estate shares and shares of the HEX Helsinki Exchanges. The
value of real-estate was reduced by EUR 1.5 million on December 31st, 1999. The book value of
real-estate is EUR 1.9 million which is based on the estimate of the going value of real-estate. All
the properties owned by the company have been leased.

Conventum Limited 23
Resolutions of the extraordinary General Meeting and their implementation
The extraordinary General Meeting of the shareholders of Conventum Limited held on April 13th,
1999, passed resolutions on amendments to the Articles of Association, concerning the redenomination
of the company’s share capital to euros and a bonus issue to be carried out in connection with the
conversion. In going over to euro-denominated share capital, the nominal value of the share was
dropped and following the bonus issue the accounting countervalue of the share was 0.85 euros or 85
eurocents. New shares were not floated in the bonus issue, nor did the number of the company’s
shares change.
The General Meeting of shareholders authorised the Board of Directors to decide, during one year
from the date of the General Meeting, on increasing the share capital through a rights issue in one or
more instalments such that the aggregate amount of the increases in share capital may be a maximum
of EUR 3,002,262.90. The total number of new shares to be subscribed for in the rights issue or issues
may be a maximum of 3,532,074. The authorisation empowers the Board to regard the shareholders’
pre-emptive right to subscribe to new shares as well as to decide on the bases of determining the sub-
scription price and the subscription price itself as well as the terms and conditions of subscriptions
for the new shares. The authorisation was registered on May 14th, 1999, and it has not been exercised.
The General Meeting furthermore passed a resolution that the employees of Conventum Limited
and its wholly-owned subsidiaries shall be offered for subscription a maximum of one million share
options entitling them to subscribe for the same number of the company’s shares. The personnel sub-
scribed for 927,500 share options in June. The share option programme is part of the incentive system
for the personnel and it was targeted, as a rule, at persons other than the company’s present shareholders
who are private individuals. The subscription price of the share was the average price of Conventum
Limited’s share, weighted for share turnover, on Helsinki Exchanges from March 15th to March 31st,
1999 (EUR 7.89). The subscription price of the share will be lowered by the amount of dividends
that are distributed prior to subscribing for the shares, as calculated on the record date for the pay-
ment of dividends. The subscription period for the shares under the options commences on July 1st,
2001 and ends on June 30th, 2002.
The extraordinary General Meeting resolved that from the company’s non-restricted equity, a
dividend of EUR 0.34 per share be paid to shareholders. The dividend payout was made on
April 23rd, 1999.

Operating environment and outlook for the future


The company’s operations have achieved a good foothold in the market and both human and other
key resources have been strengthened. We believe that the company’s operating environment will
remain favourable and that this will be reflected directly in the performance of all Conventum’s
business divisions. The profitability of the financial services is expected to remain good during 2000.
The importance of Conventum’s investment operations will grow in the future, and the success of the
growth companies will create very good basis for the profitability of Conventum’s investment division. *
* Conventum Limited’s Board of Directors estimates that the Group’s operating profit also in 2000 will exceed the previous year’s figure and
that the consolidated operating profit for the first quartal of 2000 will substantially exceed the consolidated operating profit of the corre-
sponding period of the previous year.

24 Conventum Limited
PRO FORMA CONSOLIDATED PROFIT AND LOSS ACCOUNT 1.1.-31.12.1999 1.1.-31.12.1998
(Notes to the financial statements) TEUR TEUR

Commission income 18,218 17,863


Net income from securities transactions and foreign exchange dealing
Net income from securities transactions
Net income from quoted investment services 16,835 3,776
Net income from unquoted investment services 4,132 5,490
Net income from foreign exchange dealing 70 34
Income from equity investments 945 943
Interest income 252 392
Other operating income 256 308

NET INCOME FROM INVESTMENT SERVICES 40,708 28,806

Commission expenses -787 -845


Interest expenses -523 -311
Administrative expenses
Staff costs
Salaries and fees -3,298 -2,063
Staff-related costs
Pension costs -585 -362
Other staff-related costs -243 -232
Other administrative expenses -4,519 -3,147
Depreciation and write-downs on tangible and intangible assets -2,063 -312
Other operating expenses -1,769 -784
Loan and guarantee losses 0 35
Share of profit/loss of undertakings included in the consolidated
accounts using equity method -1,148 737

NET OPERATING PROFIT 25,773 21,522

Extraordinary items
Extraordinary income 0 59
Extraordinary expenses 0 -141

PROFIT BEFORE APPROPRIATIONS AND TAXES 25,773 21,440

Income taxes
Taxes for the financial year and previous financial year -8,152 -5,401
Change in imputed taxes due -23 5

PROFIT FOR THE FINANCIAL YEAR 17,598 16,044

Conventum Limited 25
PRO FORMA CONSOLIDATED BALANCE SHEET 31.12.1999 31.12.1998
(Notes to the financial statements) TEUR TEUR

ASSETS

Liquid assets 10 28
Claims on credit institutions 23,703 10,219
Claims on the public and public sector entities 1,842 3,230
Debt securities
On public sector entities 177 177
Other 2,990 2,145
Share and participations 50,831 26,308
Participating interests 6,906 11,306
Intangible assets
Goodwill 1,543 0
Other long-term expenditure 509 101
Tangible assets
Real estate and shares and participations in real estate corporations 1,890 3,390
Other tangible assets 1,090 571
Other assets 6,294 3,982
Accrued income and prepayments 5,712 4,919

103,497 66,376

LIABILITIES

LIABILITIES
Liabilities to credit institutions 10,091 2,187
Liabilities to public and public sector entities 22,815 4,065
Other liabilities 2,465 2,768
Accrued expenses and deferred income 7,703 6,464
Imputed taxes due 27 0

EQUITY CAPITAL
Share capital 20,231 20,015
Share premium account 5,132 4,559
Other restricted reserves
Reserve fund 7,486 7,702
Profit brought forward 9,949 2,572
Profit for the financial year 17,598 16,044

103,497 66,376

OFF BALANCE SHEET COMMITMENTS:

Commitments given to a third party on behalf of a customer


Guarantees and pledges 1,436 622
Undelivered securities transactions 5,127 3,386
Pledged assets and other liabilities 24,855 11,180

26 Conventum Limited
CONSOLIDATED PROFIT AND LOSS ACCOUNT Group Parent company
1.3.-31.12.1999 1.3.-31.12.1999
EUR EUR

Commission income 15,351,020.03 0.00


Net income from securities transactions and foreign exchange dealing
Net income from securities transactions 15,101,690.08 14,441,951.83
Net income from foreign exchange dealing 72,597.09 -131.33
Income from equity investments 872,601.46 1,101,150.18
Interest income 226,940.49 125,492.02
Other operating income 221,855.69 142,413.23

NET INCOME FROM INVESTMENT SERVICES 31,846,704.84 15,810,875.93

Commission expenses -659,151.69 0.00


Interest expenses -478,230.32 -425,494.74
Administrative expenses
Staff costs
Salaries and fees -2,828,166.92 -581,701.28
Staff-related costs
Pension costs -501,320.92 -91,147.75
Other staff-related costs -198,235.02 -36,366.25
Other administrative expenses -3,733,358.93 -856,414.76
Depreciation and write-downs on tangible and intangible assets -2,003,466.21 -1,568,136.28
Other operating expenses -1,626,719.65 -837,563.54
Share of profit/loss of undertakings included in the consolidated
accounts using equity method -1,021,367.86 0.00

NET OPERATING PROFIT 18,796,687.32 11,414,051.33

Extraordinary items
Extraordinary income 0.00 10,720,000.00
Extraordinary expenses 0.00 -729,000.00

PROFIT BEFORE APPROPRIATIONS AND TAXES 18,796,687.32 21,405,051.33

Appropriations 0.00 -24,933.89


Income taxes
Taxes for the financial year and previous financial year -6,023,445.83 -6,413,625.13
Change in imputed taxes due -22,854.88 0.00

PROFIT FOR THE FINANCIAL YEAR 12,750,386.61 14,966,492.31

Conventum Limited 27
CONSOLIDATED BALANCE SHEET Group Parent company
31.12.1999 31.12.1999
EUR EUR

ASSETS

Liquid assets 9,573.15 105.47


Claims on credit institutions 23,702,920.75 984,276.32
Claims on the public and public sector entities 1,842,186.03 5,866,832.50
Debt securities
On public sector entities 177,126.41 177,126.41
Other 2,990,177.55 2,990,177.55
Share and participations 50,831,660.01 50,114,226.81
Participating interests 6,905,845.97 8,332,190.32
Shares and participations in group undertakings 0.00 10,683,280.53
Intangible assets
Goodwill 1,543,455.11 0.00
Other long-term expenditure 509,125.55 84,294.02
Tangible assets
Real estate and shares and participations in real estate corporations 1,889,972.06 1,889,972.06
Other tangible assets 1,089,647.02 244,397.30
Other assets 6,293,878.67 500,950.00
Accrued income and prepayments 5,711,567.10 3,757,929.47

103,497,135.38 85,625,758.76

Group Parent company


31.12.1999 31.12.1999
EUR EUR

LIABILITIES

LIABILITIES
Liabilities to credit institutions 10,091,275.59 10,091,275.59
Liabilities to public and public sector entities 22,815,153.61 6,151,027.40
Other liabilities 2,464,738.84 2,464,738.84
Accrued expenses and deferred income 7,702,853.78 6,323,454.87

Depriciation difference 0.00 24,933.89


Imputed taxes due 26,822.95 0.00

EQUITY CAPITAL
Share capital 20,230,732.70 20,230,732.70
Share premium account 5,132,419.16 5,132,419.16
Other restricted reserves
Reserve fund 7,486,127.12 7,486,127.12

Profit brought forward 14,796,625.02 12,754,556.88


Profit for the financial year 12,750,386.61 14,966,492.31

103,497,135.38 85,625,758.76

OFF BALANCE SHEET COMMITMENTS:

Commitments given to a third party on behalf of a customer


Guarantees and pledges 1,436,355.94 0.00
Undelivered securities transactions 5,127,314.47 0.00
Pledged assets and other liabilities 24,855,250.00 24,855,250.00

28 Conventum Limited
STATEMENTS OF CHANGES IN FINACIAL POSITION 1999 1999
Group Parent company
TEUR TEUR

Cash flow from operating activities


Operating profit 18,797 11,414
Share of the profit of associated companies by using the consolidated equity method 1,021 -
Depreciation and write-downs 2,003 1,568
Changes in working capital 17,801 1,673
Income taxes for the financial year -6,046 -6,414
Net cash from operating activities 33,576 8,242

Cash flow from investing activities


Investments in other equity investments -4,908 -7,259
Investments in tangible and intangible assets -1,262 -333
Proceeds from other equity investments 1,992 855
Appropriated loans -2,645 -2,668
Net cash from investing activities -6,823 -9,405

Cash flow before financing activities 26,753 -1,163

Cash flow from financing activities


Increase in long-term receivables -17 -17
Dividends paid -8,092 -8,092
Group contributions received and given 0 9,991
Net cash used in financing activities -8,109 1,882

Change in liquid funds 18,644 719


Liquid funds at Mar. 1, 1999 5,068 265

Liquid funds at Dec. 31, 1999 23,712 984

Conventum Limited 29
Accounting Principles

Conventum Limited was formed by way of a combination merger on March 1, 1999. The company’s first financial year is
from March 1 to December 31, 1999. The financial statements also include the Pro Forma income statement and balance
sheet of the merged companies for the period January 1-December 31, 1999. The Consolidated Pro Forma income state-
ment January 1-December 31, 1999 has been formed by the combination of the merged companies audited consolidated
income statements during January 1-February 28, 1999 included in final accounts and the official consolidated income
statement during March 1-December 31,1999. The Consolidated Pro Forma income statement and balance sheet January 1-
December 31, 1999 have been prepared on the basis of the merged companies audited financial statements, the prospectus
of Conventum Ltd dated on September 23,1998 and the complementary prospectus dated on February 17, 1999.
The difference between the Pro Forma and official consolidated income statement and balance sheet consists of the
Group’s net profit during the period January 1-February 28, 1999. The financial statements have been prepared in accordance
with the Investment Services Company Act and regulations 203.13 and 203.14 of the Financial Supervision Authority, as
well as according to the Accounting Act and the Companies Act.

Consolidated financial statements


The consolidated financial statements include all the Group’s subsidiaries and associated companies. The consolidated financial
statements have been prepared using the acquisition cost method. The difference between the acquisition cost of subsidiaries and
the shareholders’ equity corresponding to the holding acquired is stated as goodwill on consolidation, which is amortised over
10 years. The Group company Diana Rahastoyhtiö Oy was merged with Conventum Fund Management Limited through a
standard merger on December 31, 1999. The income statement of Diana Rahastoyhtiö Oy is included in the consolidated
income statement up to the time of the merger. The associated companies are consolidated in accordance with the equity
method. The goodwill of associated companies is amortised over 10 years.

Classification of asset items according to current assets and non-current assets


Debt securities, shares and participations and other similar securities are divided into items belonging to current and non-
current assets in accordance with the regulations issued by the Financial Supervision Authority. Securities held in current
assets are valued at their acquisition cost or the probable market value on the balance sheet date, whichever is lower. Securities
held in non-current assets are valued at the acquisition cost or at their going value, whichever is lower. Shares in real-estate
corporations are valued at the going value.

Valuations of receivables and liabilities


Receivables and liabilities are entered in the accounts in the amount paid for or received from them at the time of acquisition.

Tangible and intangible assets and depreciation


Tangible and intangible assets are entered in the accounts at the acquisition cost less depreciation according to plan. Depreci-
ation according to plan is calculated as straight-line depreciation based on the economic life of fixed assets.
The depreciation periods are:
Other non-current expenditure 5 years
Machinery and equipment 3 - 5 years

Derivative contracts
During the financial year equity- and equity index-tied derivative contracts have been used. They have been taken out both
for hedging and other purposes. Derivative contracts are valued on the basis of the publicly quoted prices on the balance sheet
date. Derivative contracts hedging securities held in current assets and other derivative contracts are valued at the estimated
probable value. In respect of the change in value of a contract taken out for hedging purposes, an amount corresponding
to the opposite-signed change entered for the hedged position is taken into account as an adjusting item. For derivative
contracts, the valuation result entered in the balance sheet is booked to other funds or other liabilities.

Items denominated in foreign currency


Items denominated in foreign currency are translated into euros at the average rate quoted by the European Central Bank.

30 Conventum Limited
Notes to the Financial Statements

Group Parent company


1.3.1999-31.12.1999 1.3.1999-31.12.1999
EUR EUR

1. Breakdown of net income from securities


Net income from transactions in shares and participations 15,101,690.08 14,441,951.83

2. Total values of securities held as current assets purchased or sold


during the financial year
Shares and participations
Sold 1,121,977,438.93 390,065,567.31
Purchased 1,118,618,657.33 388,748,814.07

3. Breakdown of other operating income and expenses


Rental income 131,585.63 131,585.63
Other operating income 90,270.06 10,827.60
221,855.69 142,413.23

Loss on the sale of shares held as non-current assets 560,213.04 560,213.04


Other operating expenses 1,066,506.61 277,350.50
1,626,719.65 837,563.54

4. Account of planned depreciation and write-downs entered


Shares and participations
Write-down on shares in real-estate corporations 1,500,000.00 1,500,000.00
Intangible assets
Depreciation according to plan 217,031.33 9,759.86
Tangible assets
Depreciation according to plan 286,434.88 58,376.42

5. Amounts of extraordinary income and expenses


Extraordinary income, group contribution received 10,720,000.00
Extraordinary expenses, group contribution given 729,000.00

6. Breakdowns of appropriations
Change in depreciation difference 24,933.89

7. Changes in compulsory provisions included in income and expense items


Nothing to report

8. Breakdown of combined items


Nothing to report

9. Income by fields of activity and geopraphical markets


Income from investment services
Income by fields of activity
Corporate Finance 5,030,680.39 0.00
Brokerage 9,338,087.45 0.00
Asset Management 2,414,730.58 0.00
Investment 16,117,496.58 15,810,575.93

The market area is Finland


The figures are stated without elimination

Breakdown of staff by business division


Corporate Finance 13 0
Brokerage 36 0
Asset Management 22 0
Investment 3 0
Group Administration 13 13

Conventum Limited 31
Group Parent Company
1.3.1999-31.12.1999 1.3.1999-31.12.1999
EUR EUR

10. Subordinated claims


Debt securities, others 39,079.80 39,079.80

11. Debt securities by type of asset,


broken down into quoted and other securities
Quoted Others Quoted Others
Securities held as current assets
Convertible bonds 177,126.41 0.00 177,126.41 0.00
Other
Convertible bonds 0.00 1,025,682.37 0.00 1,025,682.37
Other 0.00 1,964,495.18 0.00 1,964,495.18

12. Shares and participations by type of asset, broken down


into quoted and other shares and participations
Quoted Others Quoted Others
Shares and participations
Securities held as current assets 33,371,897.92 17,459,762.09 33,173,146.87 16,941,079.94

The aggregate amount of differences between


the probable fair value and lower
book value of shares and participations

Shares and participations


Securities held as current assets 60,945,974.21 60,945,974.21
Securities lent
Securities held as current assets 200,000.00 0.00 200,000.00 0.00
Average loan period of lent securities 8 months 8 months

13. Increases and decreases in shares held as


financial fixed assets and in tangible assets
Participating interests
Book value at Mar. 1, 1999 8,622,757.69 8,749,389.83
Increases Mar. 1-Dec. 31, 1999 2,143,463.29 2,143,463.29
Decreases Mar. 1-Dec. 31, 1999 -1,299,712.21 0.00
Transfers between groups Mar. 1-Dec. 31, 1999 -2,560,662.80 -2,560,662.80
Book value at Dec. 31, 1999 6,905,845.97 8,332,190.32

Shares and participations in group undertakings


Book value at Mar. 1, 1999 8,948,586.15
Increases Mar. 1-Dec. 31, 1999 1,734,694.38
Book value at Dec. 31, 1999 10,683,280.53

Other tangible assets


Book value at Mar. 1, 1999 565,061.68 60,498.15
Increases Mar. 1-Dec. 31, 1999 838,908.57 242,275.57
Decreases Mar. 1-Dec. 31, 1999 -27,888.35 0.00
Planned depreciation during Mar. 1-Dec. 31, 1999 -286,434.88 -58,376.42
Book value at Dec. 31, 1999 1,089,647.02 244,397.30

32 Conventum Limited
Group Parent Company
1.3.1999-31.12.1999 1.3.1999-31.12.1999
EUR EUR

14. Breakdown of intangible assets


Goodwill on consolidation
Book value at Mar. 1, 1999 1,685,407.34
Planned depreciation during Mar. 1-Dec. 31, 1999 -141,952.23
Book value at Dec. 31, 1999 1,543,455.11

Other long-term expenditure


Book value at Mar. 1, 1999 161,100.15 3,086.59
Increases Mar. 1-Dec. 31, 1999 423,104.50 90,967.29
Planned depreciation during Mar. 1-Dec. 31, 1999 -75,079.10 -9,759.86
Book value at Dec. 31, 1999 509,125.55 84,294.02

15. Breakdown of real-estate holdings


Shares and participations in real-estate corporations
Other 1,889,972.06 1,889,972.06

16.The number, total nominal value and purchase price of the investment firm’s
own retained shares or shares in the parent company
Nothing to report

17. Breakdown of other assets


Claims in respect of the sale of securities 5,792,928.67 0.00
Derivative contracts 500,950.00 500,950.00

18. Breakdown of combined assets


Nothing to report

19. The total aggregate value of the differences between the nominal
value and the book value of liabilities
Nothing to report

20. Breakdown of other liabilities


Derivative contracts 2,464,738.84 2,464,738.84

21.The breakdown of material items entered under compulsory provisions


if this is necessary for clarification of balance sheet items
Nothing to report

22. Breadown of subordinated liabilities


Nothing to report

23. Breakdown of increases and decreases in equity capital


during the financial year, by balance sheet item
Share capital at Mar. 1, 1999 20,015,088.14 20,015,088.14
Transfer from reserve fund 215,644.56 215,644.56
Share capital at Dec. 31, 1999 20,230,732.70 20,230,732.70

Share premium account at Dec. 31, 1999 5,132,419.16 5,132,419.16

Reserve fund at Mar. 1, 1999 7,701,771.68 7,701,771.68


Transfer to share capital account -215,644.56 -215,644.56
Reserve fund at Dec. 31, 1999 7,486,127.12 7,486,127.12

Profit brought forward at Mar. 1, 1999 22,888,918.11 20,846,849.96


Dividend paid -8,092,293.08 -8,092,293.08
Profit brought forward at Dec. 31, 1999 14,796,625.03 12,754,556.88

24. Breakdown of the investment firm’s share capital by types of shares, and the main
rules concerning the different types of shares according to the Articles of Association
The company has 23,800,862 shares, all of the same series

25. The total amount of non-distributable items included in non-restricted items


Equity proportion of provisions 58,769.72 0.00

Conventum Limited 33
Group Parent Company
1.3.1999-31.12.1999 1.3.1999-31.12.1999
EUR EUR

26. Information on share issues and share options as well as issues of convertible bonds
decided on during the financial year, and on their terms and conditions

The extraordinary General Meeting of the shareholders of Conventum Limited held on April 13th, 1999, passed resolutions on amendments to the Articles of
Association, concerning the redenomination of the company’s share capital to euros and a bonus issue to be carried out in connection with the conversion. In going
over to euro-denominated share capital, the nominal value of the share was dropped and following the bonus issue the accounting countervalue of the share was
0.85 euros or 85 eurocents. New shares were not floated in the bonus issue, nor did the number of the company’s shares change. The share capital was increased
through a bonus issue in the amount of EUR 215,644.56 by transferring said amount from the reserve fund to the share capital account.

The General Meeting of shareholders authorised the Board of Directors to decide, during one year from the date of the General Meeting, on increasing
the share capital through a rights issue in one or more instalments such that the aggregate amount of the increases in share capital may be a maximum of EUR
3,002,262.90. The total number of new shares to be subscribed for in the rights issue or issues may be a maximum of 3,532,074. The authorisation empowers
the Board to regard the shareholders’ pre-emptive right to subscribe for new shares as well as to decide on the bases of determining the subscription price and the
subscription price itself as well as the terms and conditions of subscriptions for the new shares. The authorisation was registered on May 14th, 1999, and it has
not been exercised.

The General Meeting furthermore passed a resolution that the employees of Conventum Limited and its wholly-owned subsidiaries shall be offered for subscrip-
tion a maximum of one million share options entitling them to subscribe for the same number of the company’s shares. The personnel subscribed for 927,500 share
options in June. The share option programme is part of the incentive system for the personnel and it was targeted, as a rule, at persons other than the company’s present
shareholders who are private individuals. The subscription price of the share was the average price of Conventum Limited’s share, weighted for share turnover, on Hel-
sinki Exchanges from March 15th to March 31st, 1999 (EUR 7.89). The subscription price of the share will be lowered by the amount of dividends that are dis-
tributed prior to subscribing for the shares, as calculated on the record date for the payment of dividends. The subscription period for the shares under the options
commences on July 1st, 2001 and ends on June 30th, 2002.

27. Information on the breakdown of shareholdings


and major shareholders

Breakdown by shareholdings by sector %


of shares
Corporate 59.00
Households 36.78
Financial and insurance institutions 3.87
Non-profit organisations 0.25
Public sector entities 0.04
Others 0.06
100.00

Breakdown of shareholdings by number of shares

Number of shares Number of % of Number %


shareholders shareholders of shares of shares
1-500 634 65.42 97,062 0.40
501-1,000 133 13.73 110,777 0.47
1,001-10,000 144 14.86 409,054 1.72
10,001-50,000 21 2.17 505,158 2.12
50,001-100,000 5 0.52 382,253 1.61
100,001- 32 3.30 22,283,383 93.62
unregistered 13,175 0.06
100.00 23,800,862 100.00

Major shareholders % %
of shares of votes
Thominvest Oy 21.58 21.58
Peter Fagernäs 12.01 12.01
Thomproperties Oy 11.50 11.50
Jyri Merivirta 6.30 6.30
Pine Invest Oy 6.01 6.01
Juha Mikkonen 6.00 6.00
Veikko Laine Oy 3.42 3.42
Dreadnought Finance Oy 3.39 3.39
Lakefront Oy 1.54 1.54
Asuuri Oy 1.54 1.54

34 Conventum Limited
Group Parent Company
1.3.1999-31.12.1999 1.3.1999-31.12.1999
EUR EUR

28. Capital loans and their main terms and conditions


Nothing to report

29. Combined items under liabilities


Nothing to report

30. Breakdown of asset and liability items into items


denominated in domestic and foreign currency
Domestic Foreign Domestic Foreign
currency currency currency currency

Claims on credit institutions 22,554,976.40 1,147,944.35 984,276.32 0.00


Claims on the public and public sector entities 1,813,198.02 28,988.01 5,866,832.50 0.00
Debt securities 3,167,303.96 0.00 3,167,303.96 0.00
Other assets 74,784,724.64 0.00 75,607,345.98 0.00

Liabilities to credit institutions 10,091,275.59 0.00 10,091,275.59 0.00


Liabilities to the public and public sector entities 22,815,153.61 0.00 6,151,027.40 0.00
Other liabilities 10,167,592.62 0.00 8,788,193.71 0.00

31. Notes to the accounts concerning income taxation


Taxes arising from ordinary business 6,023,445.83 3,616,145.13
Taxes arising from extraordinary items 0.00 2,797,480.00
6,023,445.83 6,413,625.13

32. Assets pledged as collateral on own behalf and on behalf of


third parties, plus the liabilities and commitments for which
the collateral has been pledged
Collateral value Book value Collateral value Book value
On the company’s own behalf
Other collateral given/assets pledged on collateral
Shares and participations
Securities pledged as collateral for derivatives trading 24,855,250.00 1,359,600.00 24,855,250.00 1,359,600.00
The collateral requirement at Dec. 31, 1999, was zero euros

33. Pension liabilities concerning an investment company


The staff ’s pension security has been arranged through
a pension insurance company

34. Leasing liabilities


No remarkable leasing liabilities.

35. Breakdown of off-balance sheet commitments


Commitments given on behalf of Group companies for a third party
Guarantees and pledges 1,436,355.94 0.00

36. Derivatives contracts


For hedging For hedging
purposes Other purposes Other
Values of underlying assets
Equity derivatives
Futures 11,562,500.00 29,854,000.00 11,562,500.00 29,854,000.00
Options
Written 0.00 1,850.00 0.00 1850.00

Share index derivatives


Options
Purchased 0.00 16,114,150.00 0.00 16,114,150.00
Written 0.00 16,114,150.00 0.00 16,114,150.00

37. Any commitments or contingent liabilities of the investment firm


Nothing to report

Conventum Limited 35
Group Parent Company
1.3.1999-31.12.1999 1.3.1999-31.12.1999
EUR EUR

38. Notes concerning the staff and administrative bodies


Full-time staff
Average during the financial year 65 8
Change during the financial year 22 4

Part-time staff
Average during the financial year 6 1
Change during the financial year 5 1

Salaries and remuneration, pension expenses and staff-related costs


of the president and directors 1,010,218.94 344,673.67

holding voting rights holding voting rights


% % % %
Shareholdings of directors and the president 40.2 40.2 19.0 19.0

39. Shareholdings in other companies

Name of company
Domicile Line of business Holding, % Book value
Shares and participations in Group companies EUR
Conventum Asset Management Oy Helsinki Asset management 100.00% 1,700,040.36
Conventum Capital Oy Helsinki Investments 100.00% 672,805.53
Conventum Corporate Finance Oy Helsinki Corporate finance 100.00% 2,509,302.49
Conventum Pankkiiriliike Oy Helsinki Brokerage 100.00% 1,947,715.92
Conventum Rahastoyhtiö Oy Helsinki Mutual funds 100.00% 3,853,416.23
10,683,280.53

Participating interests
MadOnion.com Oy Espoo Information technology software 20.32% 2,143,463.29
Omni Weight Control Ltd Oy Lappeenranta Weight measurement systems 35.71% 504,563.78
Pirene Oy Hollola Processing of surface soil and wastes 30.65% 714,210.03
Pohjanmaan Mikro Oy Kempele Manufacture and sale of computers 25.00% 1,708,789.33
Profec Engineering Oy Nummela Electronics industry 24.17% 1,668,087.85
Solid Information Technology Oy Helsinki Data management software 28.09% 1,593,076.04
8,332,190.32

Real estate and shares and participations in real estate corporations


KOY Silkinkulma 19976-22285 Vantaa Admninistration of commercial premises 5.13% 477,623.71
KOY Silkinkulma 26526-28420 Vantaa Admninistration of commercial premises 4.21% 324,669.97
KOY Silkinkulma 28421-40290 Vantaa Admninistration of commercial premises 26.36% 1,569,523.00
Mannerheimintie 170 Helsinki Admninistration of commercial premises 7.94% 1,018,155.38
Write-downs during the financial year -1,500,000.00
1,889,972.06

Unlisted shares and participations, current assets


Aplicom Oy Äänekoski Data transfer in vehicles 12.20% 2,970,806.95
BioTie Therapies Oy Turku Biotechnology 2.94% 1,177,298.67
Capslock Oy Espoo Software for neomedia terminal divices 13.36% 688,928.27
Cygate AB Täby Intergrated data networks and data security 9.40% 2,560,662.79
Fibrogen Europe Oy Helsinki Biotecnically produced collagens 1.76% 840,939.63
IWS International Oy Oulu Power distribution systems 6.34% 444,151.04
Jokerit HC Oyj Helsinki Entertainment and leisure group 4.52% 1,576,736.24
Okmetic Oy Vantaa Silicon wafer manufacture 1.17% 501,190.81
Phoenix Kapitaldienst GmbH Germany Investments - 656,183.51
Projector PNM AB Stockholm Neomedia services 5.26% 351,947.41
Supratek Pharma Inc. Montreal Pharmaceutical industry 1.18% 439,240.68
WCL Wireless Commerce Ltd Ii Wireless communications software 11.11% 336,375.85
WS Wireless Services Oy Helsinki Internet commerce 16.92% 673,592.66
X-net Oy Oulu Products for testing
telecommunication networks 12.05% 3,417,565.21
Other shares and participation (5 units) 305,460.22
16,941,079.94

36 Conventum Limited
Group Parent Company
1.3.1999-31.12.1999 1.3.1999-31.12.1999
EUR EUR

40. Trustee operations of a financial services company


Nothing to report

41. Information concerning and investment firm belonging to a group


Conventum Limited
Pohjoisesplanadi 25 B, P.O. BOX 359, FIN-00101 Helsinki, Finland

A copy of the consolidated financial statements can be obtained


at the address below or on the Internet at www.conventum.fi

Information concerning Group companies


Interest income 78,076.40
Interest expenses 246,027.36
Claims on the public and public sector entities 5,684,995.27
Liabilities to the public and public sector entities 6,108,812.54

42. Subsidiaries included in the consolidated accounts


Conventum Pankkiiriliike Oy Helsinki 100%
Conventum Corporate Finance Oy Helsinki 100%
Conventum Rahastoyhtiö Oy Helsinki 100%
Conventum Capital Oy Helsinki 100%
Conventum Asset Management Oy Helsinki 100%

43. Subsidiaries which have been omited from the consolidated accounts
Nothing to report

44. Associated companies included in the consolidated accounts


Solid Information Technology Oy Helsinki 28.09%
Profec Engineering Oy Nummela 24.17%
Pohjanmaan Mikro Oy Kempele 25.00%
Omni Weight Control Ltd Oy Lappeenranta 35.71%
Pirene Oy Hollola 30.65%
MadOnion.com Oy Espoo 20.32%

Associated companies are consolidated according to the equity method

45.- 51. Nothing to report

52. Imputed deferred taxes


Based on appropriations 26,822.95

53. Goodwill and negative consolidation difference


in respect of associated companies

Goodwill on
consolidation
Solid Information Technology Oy 960,458.03
Profec Engineering Oy 479,970.33
Pohjanmaan Mikro Oy 1,207,717.05
Omni Weight Control Ltd Oy 312,262.01
Pirene Oy 108,586.43
MadOnion.com Oy 1,712,669.03

Conventum Limited 37
NON-CURRENT ASSETS AND UNLISTED INVESTMENTS

Group
Accumulated
depreciation
Acquisition cost and write-downs Accumulated Depreciation Write-downs (-) Asset value
at the beginning Decreases/ at the beginning depreciation during the and their at the end of the
of the financial year Increases transfers of the financial year on reductions financial year reversals (+) financial year

Intangible assets
Goodwill on consolidation 1,699,216.64 0.00 0.00 -13,809.30 0.00 -141,952.23 1,543,455.11
Other long-term expenditure 311,711.69 423,104.50 0.00 -150,611.54 0.00 -75,079.10 509,125.55
Intangible assets, total 2,010,928.33 423,104.50 0.00 -164,420.84 0.00 -217,031.33 0.00 2,052,580.66

Tangible assets
Machinery and equipment 1,232,839.91 838,908.57 -27,888.35 -665,939.26 -8,984.50 -279,289.35 1,089,647.02
Shares and participations in
real-estate corporations 3,389,972.06 0.00 0.00 0.00 0.00 0.00 -1,500,000.00 1,889,972.06
Tangible assets, total 4,622,811.97 838,908.57 -27,888.35 -665,939.26 -8,984.50 -279,289.35 -1,500,000.00 2,979,619.08

Investments
Debt securities from others 322,656.83 2,667,520.72 0.00 2,990,177.55
Shares in associated companies 8,749,389.83 2,143,463.29 -3,987,007.15 6,905,845.97
Unlisted investments 12,373,344.12 5,941,872.65 -855,454.68 17,459,762.09
Investments, total 21,445,390.78 10,752,856.66 -4,842,461.83 0.00 0.00 0.00 0.00 27,355,785.61
28,079,131.08 12,014,869.73 -4,870,350.18 -830,360,10 -8,984.50 -496,320.68 -1,500,000.00 32,387,985.35

Parent company
Accumulated
depreciation
Acquisition cost and write-downs Accumulated Depreciation Write-downs (-) Asset value
at the beginning Decreases/ at the beginning depreciation during the and their at the end of the
of the financial year Increases transfers of the financial year on reductions financial year reversals (+) financial year

Intangible assets
Intangible rights 0.00 90,967.29 0.00 0.00 0.00 -8,523.14 82,444.15
Other long-term expenditure 8,947.60 0.00 0.00 -5,861.01 0.00 -1,236.72 1,849.87
Intangible assets, total 8,947.60 90,967.29 0.00 -5,861.01 0.00 -9,759.86 0.00 84,294.02

Tangible assets
Real estate and shares in real estate
corporations 3,389,972.06 -1,500,000.00 1,889,972.06
Machinery and equipment 144,867.43 226,465.90 0.00 -84,369.28 0.00 -58,376.42 228,587.63
Other tangible assets 0.00 15,809.67 0.00 0.00 0.00 0.00 15,809.67
Tangible assets, total 3,534,839.49 242,275.57 0.00 -84,369.28 0.00 -58,376.42 -1,500,000.00 2,134,369.36

Investments
Debt securities from others 322,656.83 2,667,520.72 0.00 2,990,177.55
Shares in group companies 8,948,586.15 1,734,694.38 10,683,280.53
Shares in associated companies 8,749,389.83 2,143,463.29 -2,560,662.80 8,332,190.32
Unlisted investments 11,854,661.97 5,941,872.65 -855,454.68 16,941,079.94
Investments, total 29,875,294.78 12,487,551.04 -3,416,117.48 0.00 0.00 0.00 0.00 38,946,728.34
33,419,081.87 12,820,793.90 -3,416,117,48 -90,230.29 0.00 -68,136.28 -1,500,000.00 41,165,391.72

38 Conventum Limited
Proposed Distribution of Earnings

The distributable funds of Conventum Limited were EUR 27,721,049.19 million and the Group’s distributa-
ble funds were EUR 27,488,241.91 million. The company’s net profit was EUR 14,966,492.31 million. The
Board of Directors proposes that a dividend of 0.40 euros per share be distributed, totally EUR 9,520,344.80
million and the rest of the net profit of the year EUR 5,446,147.51 million, be retained in the distributable
funds.

Helsinki, February 16th, 2000.

Board of Directors
Peter Fagernäs Raimo Hertto
Chairman of the Board
Pertti Laine
Timo Jouhki
Vice-chairman of the Board Kari Rannila

Auditors’ Report

To the shareholders of Conventum Oyj

We have audited the accounting, the financial statements and the corporate governance of Conventum Oyj for
the period 1.3.-31.12.1999. The financial statements, which include the report of the Board of Directors, con-
solidated and parent company income statements, balance sheets and notes to the financial statements, have been
prepared by the Board of Directors and the Managing Director. Based on our audit we express an opinion on
these financial statements and on corporate governance.
We have conducted the audit in accordance with Finnish Standards on Auditing. Those standards require that
we perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and significant estimates made by the manage-
ment as well as evaluating the overall financial statement presentation. The purpose of our audit of corporate
governance is to examine that the members of the Board of Directors and the Managing Director have legally
complied with the rules of the Companies’ Act.
In our opinion the financial statements have been prepared in accordance with the Accounting Act and other
rules and regulations governing the preparation of financial statements. The financial statements give a true and
fair view, as defined in the Accounting Act, of both the consolidated and parent company’s result of operations
as well as of the financial position. The financial statements with the consolidated financial statements can be
adopted and the members of the Board of Directors and the Managing Director of the parent company can be
discharged from liability for the period audited by us. The proposal by the Board of Directors regarding the dis-
tributable assets is in compliance with the Companies’ Act.

Helsinki, February 16th, 2000.

SVH Pricewaterhouse Coopers Oy


Authorised Public Accountants

Pekka Nikula Johan Kronberg


APA APA
Conventum Limited 39
PRO FORMA FINANCIAL INDICATORS AND KEY RATIOS OF THE GROUP

Key financial indicators


1999 1998 1997 1996

Net income from investment services (EUR millions) 41 29 16 8


Net operating profit (EUR millions) 26 22 11 4
% of net income from investment services 63.3% 75.9% 68.8% 50.0%
Profit before appropriations and taxes (EUR millions) 26 21 11 4
% of net income from investment services 63.3% 72.4% 68.8% 50.0%
Return on equity (ROE) % 31.6% 35.6% 24.6% 22.8%
Return on assets (ROA) % 20.7% 27.7% 19.3% 11.6%
Adjusted return on assets (ROA) %* 23.8% 28.9% 20.5% 14.2%
Equity/assets ratio% 58.4% 76.7% 79.4% 76.4%
Adjusted equity assets ratio %* 74.1% 82.8% 87.4% 93.5%
Earnings to operating costs 3.0 3.6 2.5 2.0

Share performance indicators


Earnings per share (EUR) 0.74 0.68 0.31 0.13
Equity per share (EUR) 2.54 2.14 1.67 0.86
Date of payment Date of payment
27.3.2000 23.4.1999
Dividend per share (EUR) (Proposal by the Board of Directors/2000) 0.40 0.34
Dividend payout % 54.1%
Effective dividend yield % 2.9%
Price to earnings 18.8
Adjusted share price performance (EUR)
- average price 8.80
- lowest price 7.00
- highest price 14.00
Market capitalization, (EUR millions) 331
Trading volume, (in thousands) 3063
Share capital % 12.9%
Adjusted number of shares
- Weighted average of the adjusted total numbers of shares
during the financial year (in thousands) 23 801
- Adjusted number of shares at year’s end (in thousands) 23 801

Conventum Limited’s share was admitted to the Main List of Helsinki Exchanges on March 1st, 1999;
accordingly, per-share key figures are not presented for the prior period.

* The figures are adjusted for advance payments for clearing and settlement of clients’ brokerage orders.

40 Conventum Limited
Calculation Formulas

Key financial indicators Share performance indicators

NET INCOME FROM INVESTMENT SERVICES


The item includes commission income, net income from securities trans- EARNINGS PER SHARE
actions and foreign exchange dealing, income from equity investments,
interest income and other operating income. Net operating profit - minority interest in the profit
for the financial year - taxes
Adjusted average number of shares during the financial year
NET OPERATING PROFIT
Net operating profit refers to the corresponding item in the profit and
loss account. EQUITY PER SHARE

NET OPERATING PROFIT, AS A PERSENTAGE OF THE Equity capital + voluntary provisions


NET INCOME FROM INVESTMENT SERVICES + depreciation difference at year end
less deferred taxes due and minority interest
Net operating profit Adjusted average number of shares on balance sheet date
x 100
Net income from investment services

DIVIDEND PER SHARE


PROFIT BEFORE APPROPRIATIONS AND TAXES
This figure refers to the corresponding item in the profit and loss account.
Dividend paid for the financial year
Adjusted average number of shares on balance sheet date
PROFIT BEFORE APPROPRIATIONS AND TAXES, AS A PERCENTAGE OF
NET INCOME FROM INVESTMENT SERVICES

Profit before appropriations and taxes x 100 DIVIDEND PAYOUT


Net income from investment services

Dividend per share x 100


Earnings per share
RETURN ON EQUITY, % (ROE)

Net operating profit - taxes x 100


Equity capital + voluntary provisions + depreciation EFFECTIVE DIVIDEND YIELD
difference less deferred taxes due
(average of the figures for the beginning and the end of the year) Dividend per share
x 100
Adjusted closing price for the financial year

RETURN ON ASSETS, % (ROA)

Net operating profit - taxes x 100 PRICE TO EARNINGS


Average balance sheet total
(average of the figures for the beginning and the end of the year) Adjusted closing price for the financial year
Earnings per share

EQUITY-TO-ASSETS

Equity capital + voluntary provisions + depreciation


difference less deferred taxes due
x 100
Balance sheet total

EARNINGS TO OPERATING COSTS

Net income from investment services


Commission expenses + interest expenses + administrative
expenses + depreciation + other operating expenses

Conventum Limited 41
I n v e s t m e n t s a n d Ve n t u r e C a p i t a l P o r t f o l i o

The allocation at December 31st, 1999, of Conventum’s investment assets is shown below stated
at both the market price and the book value. Unlisted shares (venture capital) and other investments
are valued at the book value in both exhibits. A large proportion of the equity investments
measured in terms of the market value – this group includes listed equities and equity/balanced
mutual funds – consists of the shares in JOT Automation Group Plc. Other investments comprise
companies or securities that do not rank as technology investments, like investments in shares in
real-estate corporations.

Investments in book value Investments in market value


(Total EUR 000’s 87,934) (Total EUR 000’s 148,880)

3,0 3,0
24,7
24,7
32,0
92,9
28,3

28,3

Investment in listed equities Investment in listed equities


Interest investments and liquid assets Interest investments and liquid assets
Venture capital investments Venture capital investments
Other investments Other investments

Venture capital investments


The accompanying table gives basic information on Conventum’s 22 venture capital investments.
The companies are presented in alphabetical order and additional information on most of the
companies can be obtained by visiting their home pages. Page 19 of this annual report tells about
the objectives of Conventum’s investment activities, the investment decision process and monitor-
ing as well as co-operation with the portfolio companies in developing their business operations.
Conventum’s venture capital investments will have a growing significance over the next few years
and Conventum is continually seeking new growth companies for inclusion in its portfolio.

Aplicom Oy
Aplicom is a leading manufacturer of data communication terminals for vehicles in Europe. The
solutions of the company are based on generally used technologies such as
GSM and Windows CE. The market for terminals is expected to grow rapidly
in the next few years.

Investment 3.0 MEUR


Ownership (non diluted) 12.20 %
Turnover (est. 99) 6.9 MEUR
www.aplicom.fi

42 Conventum Limited
BioTie Therapies Oy Ltd
BioTie Therapies is a biopharmaceutical research and development company using modern molec-
ular biology and gene technology to drug development and manufacturing. Three of its products
are in phase I-stage.

Investment 1.2 MEUR


Ownership (non diluted) 2.94 %
Turnover (est. 99) 0 MEUR
www.biotie.fi

Capslock Oy
Capslock focuses on software platforms, which are used by various end-user terminals, such as
WWW , WAP, DTV and wireless PDAs. Initially, Capslock will launch an e-Commerce software
product, which will enable shops or shopping malls to simultaneously serve both WWW and
WAP users. The company expects to broaden its product port-
folio and it aims to achieve global market leadership in given,
narrow product segments.

Investment 0.7 MEUR


Ownership (non diluted) 13.36 %
Turnover (est. 99) 0.1 MEUR
www.capslock.fi

Cygate AB (Täby, Sweden)


Cygate offers integrated, customized data-network solutions including security in internet,
intranet and extranet. The company services include complete or partial projects comprising
analysis, design, planning, integration and management. Cygate has deep co-operation with
companies like Cisco, Lucent, CheckPoint and RSA Security.
Cygate has operations in Sweden, Finland, Denmark, Estonia
and Poland.

Investment 2.6 MEUR


Ownership (non diluted) 9.40 %
Turnover (est. 99) 70.0 MEUR
www.cygate.fi

Conventum Limited 43
Fibrogen Europe Oy
Fibrogen Europe is a biotechnology company focusing on the development of innovative recom-
binant human/animal collagen biomaterials and novel antifibrotic pharmaceuticals.

Investment 0.8 MEUR


Ownership (non diluted) 1.76 %
Turnover (est. 99) 0 MEUR
www.fibrogen.com

Ideachip Oy
Ideachip is an innovative Finnish company in the area of environmental technology. The company
has two business segments: attachments to construction machinery and organic waste treatment
solutions. Ideachip has an international distributor network for its patented attachments screener/
crusher product line.

Investment 0.7 MEUR


Ownership (non diluted) 10.25 %
Turnover (est. 99) 4.8 MEUR
www.ideachip.fi

Jokerit HC Oyj
Jokerit HC is an entertainment company which owns ice-hockey and football teams and develops
and manages indoor and outdoor stadiums in Europe.

Investment 1.6 MEUR


Ownership (non diluted) 4.52 %
Turnover (actual 99) 15.0 MEUR
www.jokerit.com

44 Conventum Limited
JOT Automation Group Oyj
JOT Automation specializes in the design and manufacturing of production automation equip-
ment for the electronics industry. JOT is the leading supplier of automation lines for the mobile
phone industry and it aims to further leverage this position to improve
its global market share. Additionally JOT aims to grow among customers
in other electronics areas. The company is listed on the Helsinki Stock
Exchange.

Investment 49.4 MEUR (market value 31.12.1999)


Ownership (non diluted) 2.80 % (31.12.1999)
Turnover (est. 99) over 100.0 MEUR
www.jotautomation.com

MadOnion.com Oy
MadOnion.com is a Finnish-Canadian internet oriented software company. It specializes in
designing international testing standards for hardware vendors and end users. The company’s first
testing product 3DMark 99 is used by testing professionals all around the world. Over 8 million
copies of the software has been distributed to date and over 200 international computer publica-
tions and web sites use it. The corporation has launched two new software products in November,
1999 in Comdex: 3DMark 2000, an update to 3DMark 99, the de-facto testing standard for PC
based 3D performance, and Videomark 2000, the first com-
prehensive testing suite for DVD and real time video, which is
being designed in cooperation with NASA.

Investment 2.1 MEUR


Ownership (non diluted) 20.32 %
Turnover (est. 99) 0.3 MEUR
www.madonion.com

Okmetic Oy
Okmetic is a manufacturer and supplier of high quality Cz-silicon wafers for the semiconductor
industry. The company has production facilities in Finland and USA.
Silicon wafers demand is expected to be good in the next few years.

Investment 0.5 MEUR


Ownership (non diluted) 1.17 %
Turnover (est. 99) 44.7 MEUR
www.okmetic.fi

Conventum Limited 45
Oy Omni Weight Control Ltd
Omni Weight Control develops and markets weight and load measuring systems. The company
has developed a signal sensor and handling technique by applying modern topnotch knowledge
and neurocomputing when measuring weights by means of strain gauges. Main applications are
automatic weighing points at highways and railways and weighing systems for industrial drums,
cranes and conveyor belts.

Investment 0.5 MEUR


Ownership (non diluted) 35.71 %
Turnover (est. 99) 0.5 MEUR

PhotoCure ASA (Oslo, Norway)


PhotoCure is a pharmaceutical company whose mission is to develop and market novel, medicinal
products and medicinal devices based on proprietary technology in photodynamic therapy.

Investment 0.1 MEUR


Ownership (non diluted) 0.22 %
Turnover (est. 99) 0 MEUR
www.photocure.no

Pohjanmaan Mikro Oy
Pohjanmaan Mikro is the leading Finnish supplier of PCs, laptops and servers. The company
manufactures the majority of its products based on orders, thus minimiz-
ing the need for costly warehousing. Customers include both home-PC
users as well as large corporations and other organizations.

Investment 1.7 MEUR


Ownership (non diluted) 25.00 %
Turnover (est. 99) 35.0 MEUR
www.pomi.fi

46 Conventum Limited
Profec Holding Oy/Profec Engineering Oy
Profec manufactures inductive components for electronics industry throughout the world. The
company specializes in custom-made coils and transformers, which are used in the telecommu-
nications, automotive, medical and defence industries and consumer electronics. Profec has
been actively improving its international market position by making
focused acquisitions. Due to internal growth and these acquisitions,
the sales outlook is very strong.

Investment 1.7 MEUR


Ownership (non diluted) 24.17 %
Turnover (est. 99) 15.0 MEUR
www.profec.com

Projector PNM AB (Stockholm, Sweden)


Projector is a consulting company specialized in business and competence development that
incorporates new technologies. The company´s projects cover large business simulations to infor-
mation services on the web, and include intranet and complete eCommerce solutions. Projector
has already signed a letter of intent to be merged to German Internet company Kabel New
Media AG listed on the Neuer Markt.

Investment 0.4 MEUR


Ownership (non diluted) 5.26 %
Turnover (est. 99) 2.7 MEUR
www.projector.se

RTS NetWorks Group PLC


RTS NetWorks creates business added-value for its strategic clients through high quality
Internet, extranet, intranet and wireless services. The goal of RTS NetWorks is to become
the leading European supplier in its focus area by the end of 2001. The company is listed
on AIM in London.

Investment 10.1 MEUR (market value 31.12.1999)


Ownership (non diluted) 2.0 % (31.12.1999)
Turnover (est. 99) 5.0 MEUR
www.rtsnetworks.fi

Conventum Limited 47
Solid Information Technology Oy
Solid develops and markets packaged data management software optimized for local data storage
and system-wide data synchronization for networking, Internet service and telecommunications
infrastructure systems. As the networks are becoming increasingly complex and the traffic
volumes are expected to explode, the fluent operation of all types of networks requires efficient
management and synchronization of system data. As a result, demand for Solid’s products is
expected to skyrocket. Currently, Solid is the leading global supplier with operations in the
US, Finland and Central Europe. Solid has an extensive
number of customers such as Nokia, Nortel, Alcatel and
Hewlett-Packard.

Investment 1.6 MEUR


Ownership (non diluted) 28.09 %
Turnover (est. 99) 5.5 MEUR
www.solidtech.com

Supratek Pharma Inc. (Montreal, Canada)


Supratek is mission is to fight major human diseases by discovering better drugs and by making
discovered drugs better (Cancers, AIDS, Cardio-Vascular diseases).

Investment 0.4 MEUR


Ownership (non diluted) 1.18 %
Turnover (est. 99) 0 MEUR
www.supratek.com

Tehdasmallit Scandinavia Oy
Tehdasmallit focuses on Internet solutions, which improve production efficiency, speed up
production ramp-up time, improve the quality of R & D operations as well as shorten time-
to-market of production and services. The company holds a leading position of the production
3D-simulation business in Scandinavia and customers include such as ABB, DaimlerChrysler,
Nokia, SAAB, Volvo and Metso. International sales of company´s
Syslink software products family is expected to enable the Tehdas-
mallit to grow substantially during the next few years.

Investment 0.4 MEUR


Ownership (non diluted) 22.10 %
Turnover (est. 99) 2.4 MEUR
www.tdm.fi

48 Conventum Limited
WCL Wireless Commerce Ltd. Oy
WCL Wireless Commerce is a solution provider specialized in wireless communication.
The company offers a new wireless solution for commercial service providers (CPSs) like
tele operators, portals, ISP-providers and retail businesses. The company´s first product is an
interactive auction solution based on SMS and Internet. WCL has
technological partnership with Microsoft, Ericsson and Radiolinja.

Investment 0.3 MEUR


Ownership (non diluted) 11.11%
Turnover (est. 99) 0.1 MEUR
www.wcl.fi

WS Wireless Services Oy
WS Wireless Services operates an eCommerce side which focuser auctions and travel. The company
has close co-operation with Alma Media and MTV3.

Investment 0.7 MEUR


Ownership (non diluted) 16.92 %
Turnover (est. 99) 0.1 MEUR

X-Net Oy
X-Net is a software company, which supplies portable, PC-based telecommunications testing and
monitoring equipment. X-Net has over 150 customers in about 40 countries such as Nokia,
Lucent, Ericsson and several leading global network operators. During 1999, X-Net has clearly
improved its market position particularly in the GPRS segment, which is currently the fastest
growing area in GSM networks. As a result, X-Net aims to grow at a faster rate than the overall
GSM testing equipment market.

Investment 3.4 MEUR


Ownership (non diluted) 12.05 %
Turnover (est. 99) 7.2 MEUR
www.xnet.fi

Conventum Limited 49
Information to the Shareholders

Financial Information in year 2000


Conventum Limited will publish Interim Reports in year 2000 as follows:

for the period January 1-March 31, 2000


on Thursday May 4, 2000,
for the period January 1-June 30, 2000
on Thursday August 10, 2000 and
for the period January 1-September 30, 2000
on Thursday November 9, 2000.

Investor relations:
Investor relations, CFO Lauri Lundström, tel: +358-9-5499 3249
fax: +358-9-5499 3238 or e-mail:[email protected].
Annual Report orders: (P.O. BOX 359, FIN-00101 Helsinki, tel. +358 9 5499 3235,
fax +358 9 5499 3238) [email protected].
Financial bulletins are published in Finnish and English.

50 Conventum Limited
Union Design

Founded in 1997, Union Design is an atelier workshop that has brought together 16 goldsmiths, silversmiths
and jewellers. It is located in a prestigious district in the heart of Helsinki, close by the sea.
The spacious and modern atelier workshop has its own gallery/shop area, which offers an unobstructed view
into the workshop. In the gallery area the customer can browse at leisure amongst the works of the different
designers. If the right article isn’t there on display, a piece of jewellery can be ordered directly from the artisan
whose language of form and loving craftsmanship are the most pleasing. The goldsmiths can provide design assist-
ance for implementing one’s own ideas, or else a design can be brought to life entirely at Union Design. Customers
also have an opportunity to take a look at how jewellery is made in the adjacent workshop, with a goldsmith acting
as a guide. In Finland, products made by Union Design can only be purchased from its own gallery shop.
Union Design’s goldsmiths are carefully chosen, and each has his own area of specialisation in addition to
general goldsmith’s skills. The smiths operate as independent entrepreneurs, enabling them to undertake whatever
design work they desire. Union Design can be likened to an umbrella under which the various small businesses
operate. All the products and services are sold through Union Design under the name of the craftsman who
made them. The supporting stays of the umbrella are Union Design’s founders: Eero Taskinen, a silversmith, and
Hannu Taskinen, M.Sc. (Eng.).
In its design and manufacturing, Union Design concentrates on artisanal small series and unique production.
The company’s objective is to make Finnish design, forms and craftsmanship well-known both in Finland and
internationally.
Union Design arranges its owns showings at least twice a year. The exhibitions that have become well established
are the summer and wedding exhibition that are held at the beginning of summer and the Christmas exhibition.

Union Design
Eteläranta 14 (courtyard), 00130 Helsinki, Finland
Tel. Int’l +358 9 622 00 333, Fax Int’l +358 9 622 00 303

Jewel in the cover: Pia Westerberg/cuff links


Photos of jewels and tools: Teemu Töyrylä
P.O. BOX 359
FIN-00101 Helsinki, Finland
Tel. +358 9 549 930
Fax +358 9 5499 3238
[email protected]
www.conventum.fi

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