Acta Annual Report 2009

annual report 2009.

IN THE MIDDLE OF THE FINANCIAL CRISIS WE BUILT A NEW ACTA.

WE create good long-term return for our customers

content.

Facts

4

Historical highlights

5

Chief Executive Officer’s comments

6

Highlights of the year

10

Main figures for Acta

12

Clients

16

Markets

22

Products

24

Risk management and internal control

26

Organisation

30

Acta Group and Acta Holding ASA - Directors’ report 34

41

Acta Group - IFRS Consolidated income statement

41

Consolidated balance sheet

42

Consolidated statement of changes in equity

44

Consolidated cash flow statement

45

Notes to the consolidated accounts

46

Acta Holding ASA - NGAAP

67

Company income statement

67

Company balance sheet

68

Company cash flow statement

70

Notes to the company accounts

71

Auditor’s report

78

Articles of association

79

Shareholder information

80

Corporate governance

84

Offices

90 ACTA Annual report 2009

3

FACTS. Acta is a financial group serving the Nordic market consisting of the parent company Acta Holding ASA and the subsidiaries Acta Asset Management AS, Acta Kapitalforvaltning AS, Acta Försäkrings­planering AB, Acta Corporate Services AS and Axir AS.

Acta has provided investment advice since 1990 with clients in Norway, Sweden and Denmark.

Since its inception, Acta has grown to the point at which we now have 87 000 clients with assets worth NOK 73 billion managed by Acta.

Acta works together with leading fund managers all over the world and offers more than 300 investment products in shipping, real estate, private equity, renewable energy, index products, unit linked insurances, mutual funds, infrastructure and corporate bonds.

The Group’s head office is in Stavanger. Acta has 24 advisory offices in Norway and Sweden.

As of 31 December 2009, the Group had 246 employees of which 146 are investment advisors.

Acta is under supervision by the respective Financial Services Authorities in Norway, Sweden and in Denmark.

4

ACTA Annual report 2009

Historical highlights.

1990

The company is established in Stavanger and initially operates purely as a distributor of loan and insurance products.

1990-1997

Operations in Norway expand at a rapid pace. In 1997 Acta has NOK 2 billion of assets under management for its customers.

1998 2000

Acta merges with Sundal Collier & Co.

2001

Acta expands and develops into a financial conglomerate. Acta Bank, Acta Link and Acta Online are established. On 16 July 2001 Acta is listed on the Oslo Stock Exchange.

2002

The steep decline of the stock market has a negative effect on Acta’s development.

It is decided that Acta Bank, Acta Link and Acta Online are to be sold. This takes place over a two-year period.

2003

The turning point comes. The second quarter is the first to show a positive result since 2000. Assets under management have reached NOK 18 billion. The expansion gathers pace. New offices are opened in both countries and the recruitment of new staff is intensive.

2007

The best year ever for Acta. The expansion continues. Acta is established in Denmark and opens an office in Copenhagen. In the course of 2007 assets under management in the Nordic countries grow to NOK 90 billion. New and stricter rules for financial consulting are introduced through the MiFID Directive.

2008

Acta is hit hard by negative press coverage in connection with criticism of the distribution of so-called structured products. In addition the global economy is shaken by a financial crisis not seen since the 1930s. Acta has to adapt to the new regulatory frameworks and undertake a major consolidation of its operations.

2009

The financial markets recover and a new Acta with new management is formed. Acta has used this turbulent period to mark a new course and has emerged with greater strength from the events the group has been through.

Acta commences operations in Sweden and establishes an office in Stockholm. Ten years on, assets under management reach NOK 10 billion. So begins an eventful and dramatic phase. Acta and Sundal Collier & Co. decide to part company. March sees the start of a stock market decline that lasts three years.

ACTA Annual report 2009

5

I am convinced that the products and portfolios we put together will give our clients a good return on their investment in years to come.

Geir Inge Solberg, CEO

CHIEF EXECUTIVE OFFICER’S COMMENTS

QUALITY - EVERY STEP OF THE WAY. 2009 marked the start of a new era for Acta. In the wake of a dramatic financial crisis Acta implemented a number of changes and adaptations.­The course that was marked followed a guiding light: Quality – every step of the way.

ACTA Annual report 2009

7

CHIEF EXECUTIVE OFFICER’S COMMENTS

Introduction 2009 was a year of recovery in the financial markets - and the formation of a new Acta. Acta has used this turbulent period well.

We have marked a new course and emerged with greater strength from the events the company has been through. Acta has become a better company.

Today Acta is the only pure investment advice company of any significant size left in the market. Industry requirements have ­become so stringent that the majority of our competitors are no longer in operation.

Changes and quality The financial crisis and new regulatory frameworks led to Acta having fewer employees in 2009. At the same time we have strengthened other areas in the company, particularly within quality­assurance. Now in 2010 we are in the process of recruiting more advisors and expect to grow in the future.

Acta’s advisors in Norway are currently in the process of completing­ a certification test that will ensure higher quality in their meetings with clients. The advisors are tested on the topics of finance, customer service, laws and regulations. It now appears that Acta will be one of the first financial operators in Norway to certify all its advisors. This is a certification process we are very proud of and one that will raise the standard both of Acta’s financial­ advice and in the industry in general. Our Swedish advisors­have had an authorisation process for many years.

Acta has also worked extensively on new guidelines and procedures­ for our actual investment advice for clients, and tightened­ control of how this is carried out. A group that we call the Pre-control Team goes through all investment advice and transactions and approves these before they are implemented. We have also expanded our internal quality control functions to ensure that we all follow both the detailed legal rules and the guidelines we have prepared ourselves. This provides additional reassurance that the advice we give is appropriate and that the documentation is complete.

New client concepts - stable client base The changes have also resulted in guidelines for how Acta is to work with different customer groups in the future. Three new methods­ to serve clients were launched in 2009 based on how much each client wishes to place in investments through Acta.

Acta Direct is the new service for our smaller clients and those who wish to take their own investment decisions without requiring investment advice. Acta Direct clients can invest in a large range of products and receive guidance and answers to their questions through our new customer centres staffed by competent Acta employees.­ Larger clients who request investment advice will be served as before by our competent investment advisors from 24 offices

8

ACTA Annual report 2009

around Norway and Sweden. This service concept is now called Acta Invest. Acta Invest clients prefer closer follow-up and receive advice about the composition of their own investment portfolio.

The third customer segment is called Acta Partner and is aimed at our largest clients. Acta Partner clients gain access to a team of advisors who put together portfolios for the most advanced investors.­The clients are introduced to tax and legal resources.

The new service methods and control measures mean that the client’s considerations, even more than before, are at the forefront of everything we do. This applies both when selecting the specific investment products we will offer clients and when we give advice on how to structure portfolios. For example, this means that clients will receive a more through explanation of all types of risk related to the products, and they will receive more comprehensive information­ before investments are made and more time to consider­their decisions. This also means that some customers will not be permitted to invest in certain investment products if these are not suitable.

Acta’s client base continued to be stable throughout 2009.

In December 2009, Acta has a total of 87 000 clients. Of these, 34 000 were from Norway and 53 000 from Sweden. It is gratifying­ that clients continue to remain loyal.

The Lehman case The Lehman case has been most unfortunate and we regret the situation facing some of our customers in the wake of the ­unexpected Lehman bankruptcy. This bankruptcy was completely beyond Acta’s control. We have done our utmost to try to find ­solutions to the problems this caused for our clients. Many of these foreign currency bonds that were issued by Lehman Brothers and distributed via Acta, were financed using loans through Kaupthing Bank. A proposal was presented in February 2010 whereby clients with loans were offered a compensation plan entailing the writing down of 40 per cent of the loan. More than 80 per cent of the ­affected clients accepted this offer from Kaupthing..

Two new products - mutual funds rise in value Acta continues to introduce investment opportunities to clients.

In 2009, Acta launched two new products, corporate bonds through the company Cobond AS and commercial real estate in London through London Opportunities AS. Cobond AS was offered to Acta’s clients via JR Söderberg, the family office of the well-known Swedish industrial family JR Söderberg.­ Corporate bonds were an exciting investment opportunity­last year with financial markets emerging from a crisis.

The strategy underpinning Cobond AS is to exploit existing market­ conditions and buy corporate bonds at a low price, and then sell them when the markets return to normal.

The financial crisis also led to a dramatic fall in the price of commercial real estate in London. This led to buying opportunities­

CHIEF EXECUTIVE OFFICER’S COMMENTS

in London’s financial district at heavily reduced prices. The company­ London Opportunities aims to exploit this fall in prices and expects an increase in this real estate market when the economy­is in better shape.

Acta’s most popular investment product in 2009 was mutual funds. We expanded our range of funds with several exciting additions.­ Our clients invested heavily in mutual funds from the autumn of 2008 and throughout 2009. These clients have had a pleasant journey. Acta’s core selection gave an average return of 38.5 per cent while the higher-risk selection produced an impressive­average return of some 65.8 per cent.

Alternative investments in 2010 The financial crisis that struck the financial markets in 2008 led to investors all over the world abandoning investments involving risk and moving into risk-free alternatives.

We have never lost faith in what we are most renowned for – alternative investments. Acta is convinced that the products and portfolios we put together will give our customers good returns in the future.

There will always be a risk related to investments, and the extent­ of that risk will always be related to the returns required.

Acta focuses on the long-term view and spreading risk over different­ forms of investment. This will be profitable over time even for those who have lost money in times of crisis.

The financial crisis has taught us something about the liquidity of portfolios. We must plan to ensure that a client’s investment portfolio always has sufficient liquidity. Many alternative investments­cannot be quickly cashed in and clients should therefore always have some funds invested in liquid securities.

We maintain our belief that affluent Norwegians and Swedes should have an independent financial advisor, in order to be presented­ with new ideas and gain a different perspective. We in Acta can provide clients with more investment opportunities and more energy. I believe that Acta is the most dynamic operator within mutual funds and alternative investments.

The whole world, our clients and we in Acta have been part of the credit bubble of recent years, which burst in the autumn of 2008. The authorities in the EU, and in Norway, now want the financial market to be more regulated – and this is understandable.

Of course we want to be part of this. Acta plans on being a good partner for our clients in the future too. This means that we have to develop. The changes we have been through make us even better equipped for the future.

Geir Inge Solberg Born: 1956 Marital status: Married, three children Education: Master in Business and Economics

from the Norwegian School of Economics

and Business Administration (NHH) In August Geir Inge Solberg took over the position of CEO in Acta. Solberg grew up in Bergen and has a Master in Business and Economics from the Norwegian School of Economics and Business Administration (NHH). Solberg has worked within finance since completing his studies in 1981. He began his career at Bergen Bank and some years later he moved to Bergens Skillingsbank where he became bank manager for private customers. He was also insurance and markets director at Vital. Solberg started Norway’s first unit linked insurance company in 1997, before the Chairman of the Board of Acta Holding, Alfred Ydstebø, brought him to Acta in 2000. In Acta, Solberg worked as insurance director and later investment director until he was asked to make the move to CEO in August.

Best regards,

Geir Inge Solberg

ACTA Annual report 2009

9

highlights of the year.

11.02.2009

29.04.2009

Weak fourth quarter, but a robust financial position and well prepared for a tough market in 2009.

Profitable operations during challenging market conditions.

13.03.2009 New advisory director in Sweden.

12.05.2009 Acta adapts its organisation for new client service concepts.

Final report from the Norwegian Financial Supervisory Authority as expected.

Jan feb mar 10

ACTA Annual report 2009

apr may jun

28.10.2009

21.12.2009

Acta is back on track.

Acta acquires Axir.

Long-term stock option programme for all employees in the Acta Group.

25.06.2009 Acta received the final report from the Swedish Financial Supervisory Authority after the inspection of Acta Kapitalforvaltning’s Swedish branch.

12.08.09 New Acta and a new CEO. Geir Inge Solberg takes over the top spot.

Changes in share price Acta Holding, Oslo Stock Exchange.

aug sep

oct

nov dec ACTA Annual report 2009

11

Main figures for acta

Main group figures. main group figures 2009

2008

2007

2006

2005

Transaction revenues

195

615

1 990

1 623

1 118

Recurring revenues

293

320

258

166

100

2

3

22

26

15

489

938

2 270

1 814

1 234

46

161

612

441

274

1

-2

5

5

4

Total variable expenses

47

159

616

446

278

Activity-based salary and personnel expenses

15

43

59

36

9

Other activity-based operating expenses

77

159

161

126

94

Total activity-based expenses

93

201

220

161

103

Fixed salary and personnel expenses

241

304

264

204

148

Other fixed operating expenses

118

129

90

71

54

Total fixed expenses

359

433

354

276

202

All amounts in millions of NOK

Other revenues Total operating revenues Variable salary and personnel expenses Other variable operating expenses

27

20

10

9

14

-36

125

1 069

919

646

Net financial items

-9

39

37

18

6

Income taxes

-9

53

314

265

184

-36

111

792

672

469

Depreciations and write-downs Operating earnings

Net income for the year Key group figures

2009

2008

2007

2006

2005

Gross subscriptions (MNOK)

3 161

9 872

26 356

20 475

14 559

Gross margin (%) 1) Assets under management (MNOK)

6.2%

6.2%

7.6%

7.9%

7.8%

73 375

88 579

90 118

70 233

48 795

Return on equity (%) 2)

-11%

18%

90%

88%

80%

Operating margin (%) 3)

-7%

13%

47%

51%

52%

Earnings per share (NOK)

-0.14

0.44

3.15

2.67

1.86

Diluted earnings per share (NOK)

-0.14

0.44

3.15

2.67

1.86

Book equity per share (NOK)

1.28

1.42

3.52

3.05

2.34

Dividend paid per share (NOK)

0.00

2.55

2.65

2.00

1.25

4.1

2.5

22.7

33.0

17.9

Number of shares at end of period (million)

251.7

251.7

251.7

251.7

251.7

Number of shares, diluted (million)

251.8

251.7

251.7

251.7

251.7

Share price as of 31.12. (NOK)

Gross margin = Transaction revenues/Gross subscriptions.

Return on equity = Net income before taxes/Average equity.

3) Operating margin = Operating earnings/Total operating revenues.

1) 2)

Group financial figures have been prepared in accordance with IFRS.

12

ACTA Annual report 2009

8

100

7 80 6

5

60

4 40

3

2 20 1

0

0 2005

2006

2007

2008

2009

2005

Gross margin (%)

2006

2007

2008

2009

Return on equity (%)

60

3.5

3.0

50

2.5 40 2.0 30 1.5 20 1.0 10

0.5

0

0.0 2005

2006

2007

2008

2009

2005

Operating margin (%)

2006

2007

2008

2009

Earnings per share (NOK)

3.0

4.0

3.5

2.5

3.0 2.0 2.5

1.5

2.0

1.5

1.0

1.0 0.5 0.5

0.0

0.0 2005

2006

2007

2008

Book equity per share (NOK)

2009

2005

2006

2007

2008

Dividend paid per share (NOK)

2009

Main figures for acta

main segment figures.

2009

2008

2007

2006

2005

Acta Norway

1 637

3 784

16 017

11 707

9 857

Acta Sweden

1 524

6 088

10 339

8 768

4 702

New Markets

0

0

0

0

0

Corporate

0

0

0

0

0

3 161

9 872

26 356

20 475

14 559

Acta Norway

47 239

56 692

58 527

47 119

35 247

Acta Sweden

26 137

31 887

31 591

23 114

13 548

New Markets

0

0

0

0

0

Corporate

0

0

0

0

0

73 375

88 579

90 118

70 233

48 795

Acta Norway

262

468

1 498

1 145

906

Acta Sweden

227

469

772

669

327

New Markets

0

0

0

0

0

Corporate

0

0

0

0

1

489

938

2 270

1 814

1 234

Acta Norway

-3

79

794

614

533

Acta Sweden

-15

108

308

329

143

New Markets

-9

-37

-25

-3

-3

Corporate

-9

-26

-8

-21

-27

-36

125

1 069

919

646

Acta Norway

-9

79

589

449

390

Acta Sweden

-10

74

226

235

103

New Markets

-12

-27

-18

-2

-2

-5

-14

-4

-10

-22

-36

111

792

672

469

All amounts in millions of NOK Gross subscriptions

Total Assets under management

Total Operating revenues

Total Operating earnings

Total Net income

Corporate Total

14

ACTA Annual report 2009

30 000

100 000

25 000

80 000

20 000

60 000 15 000

40 000 10 000

20 000

5 000

0

0 2005

2006

2008

2007

2009

2005

Gross subscriptions

2006

2007

2008

2009

Assets under management

1 200

2 500

1 000

2 000

800 1 500 600 1 000 400

500

200

0

0 2005

2006

2008

2007

2009 2005

Operating revenues

2006

2007

2008

2009

Operating earnings

500

100 000

400

80 000

300

60 000

200

40 000

100

20 000

0

0 2005

2006

2007

2008

2005

2009

Number of branch managers, advisors - Total

Norway

2006

2007

2008

Number of clients - Total

Sweden

New Markets

Corporate

2009

Some clients require expert help and close follow-up while others prefer to manage their portfolio online. The three new client concepts cover all types of investors.

16

ACTA Annual report 2009

clients

Client policy in Acta

Three new client concepts.

Acta’s core business is to help clients with their investments­ – whether in face-to-face ­meetings, on the telephone, ­internet or via e-mail.

Today we have four different companies serving clients under Acta Holding. Acta Asset Management offers the two new concepts of Invest and Partner. This company provides investment advice.

Acta Kapitalforvaltning offers the concept Acta Direct, providing order management. Acta Försäkringsplanering is a licensed insurance­ broker and runs the concepts of Direct, Invest and ­Partner. We also have the company Axir that was formally taken over in early 2010. Many of Axir’s customers fit in well with the Invest and Partner service concepts.

Acta’s three client programmes are aimed at three client groups Acta Partner For Acta’s major clients or corporate clients planning to carry out large-scale investments and requiring expert help. Acta Partner clients gain access to a team of advisors. They also receive help from external experts within business law and tax.

Acta Invest For investors who have large and complex portfolios. Acta Invest clients receive active and professional advice and comprehensive post-investment support. Acta Invest clients receive a tailor-made portfolio matching the desired return and risk.

Acta Direct For independent investors who require easy access to attractive savings products. The service covers simple internet access to a large and unique selection of products, market-based recommendations­ through Acta’s investment brokers and clear ­reporting. Acta Direct clients buy and sell on their own but with personal guidance by internet, telephone or e-mail from our investment brokers.

The benefits of being an Acta Partner client Acta Partner clients gain access to a team of Acta’s most experienced­ advisors who follow up investments and help the ­client reach their investment goals.

• For companies and Acta’s largest clients • Advice from a team of experts • Access to tax advice and legal experts • A broad portfolio with good potential for dividend payments and returns • Access to advanced investment instruments

ACTA Annual report 2009

17

clients

Access to a team of experts Acta Partner clients gain access to their own expert team led by experienced investment advisors who thoroughly familiarise themselves with your financial situation and the goals you have for your investments. An expert team determines the level of risk and return that is required and helps with tax, legal and insurance questions.

Tailor-made portfolio Clients gain access to more than 300 investment products from the leading supplier’s on the market as well as an individually adapted portfolio that ensures a good spread of risks and excellent potential for annual dividends and good returns.

Market analyses Clients gain access to the latest investment trends and updates on the situation in the world’s markets through advisors, client magazines, internet presentations and newsletters.

Reports Reports are sent by post and a unique web page is established where the clients can follow the progress of their investments via the internet at any time. Annual tax reports are also sent to clients.

The benefits of being an Acta Invest client Acta Invest clients are assigned a certified investment advisor who monitors investments made and helps clients to reach their savings goals.

• A specifically tailored portfolio of savings products • Advice • Close follow-up • Access to a wide range of investment products

Advice Acta Invest clients are assigned their own certified financial­­advisor.

An investment portfolio is drawn up together with the client that is tailor-made for their situation,­required returns and risk.

Close follow-up Acta Invest clients have a close relationship with their advisor.

18

ACTA Annual report 2009

The advisors continuously follow market movements and keep their ­client updated with regard to market movements that can affect their portfolio.

The client receives updates on what is happening in global markets through client magazines, internet presentations and e-mail.

The best savings products in your portfolio Acta’s presence in financial environments allows us to pick up signals­and trends at an early stage. With access to more than 300 investment products from the leading supplier’s on the market we put together a portfolio that is adapted to the individual client and that ensures a good spread of risks. The portfolio has excellent potential for annual dividends and good returns.

Follow the progress of your investments The clients can follow the progress of their investments on a unique web page via the internet at any time. They can also receive investment reports by post in addition to annual tax reports.

The benefits of being an Acta Direct client In the Acta Direct customer programme clients invest when they themselves decide to do so – with help from the on internet or from our investment brokers. Clients gain access to exciting savings

clients

products, high quality, straightforward information about the products, the latest market analyses and general recommendations from Acta’s experts.

• Straightforward product information • Good guidance from Acta’s brokers • Clear reports and updates by post and online • Market analyses and general recommendations from Acta’s experts • Opportunity to invest in 300 products, some exclusive to Acta

by e-mail or telephone as required. This team consists of investment brokers who present general savings opportunities and clarify the risk ­involved in the products without providing advice specifically adapted to the client’s situation. Clients make their own independent­choices.

The investment brokers contribute with practical guidance, and help you to carry out buying and selling.

The brokers also contact clients proactively, for example to inform them of opportunities­in the market.

Wide product range

Follow the progress of your investments

Clients have access to more than 300 savings products from the leading suppliers on the market, and can choose between exciting investment products including mutual funds, real estate, unit linked insurance, warrants, shipping, renewable energy and private ­equity. Our experts recommend products they believe will have a good potential for annual dividends and good returns.

Clients receive reports by post and a unique web page is­ established where the clients can follow the progress of their investments via the internet. Clients also receive annual tax reports.

Rapid response and good help from Acta’s brokers Acta Direct gives access to a team of brokers who reply

Analyses from Acta’s experts Clients receive updates on what is happening in global markets.

News is presented via client magazines, internet presentations and e-mail.

ACTA Annual report 2009

19

clients

Clients and quality assurance.

In order for Acta to operate, a number of support functions and departments are required.

The product department, as an example, analyses markets and finds investment solutions with external suppliers­in which customers wish to ­invest.

Customer satisfaction surveys are carried out several times a year to ensure that the client’s requirements always come first. Part of the remuneration package for advisors depends on the client’s level of satisfaction.

An administration department in Stavanger ensures that all transactions and investment orders are carried out in the correct way and at the right time.

After the extensive reorganisation carried out by Acta in the summer the quality and control departments have been strengthened­ and been allocated extra resources. We have introduced new procedures and working models for those who meet clients and those who work in other parts of the organisation.

There is a long process that clients do not see which takes place

20

ACTA Annual report 2009

both before and after the advisory meeting. Here we will provide a glimpse behind the scenes and show what happens in the departments in Acta that you normally do not have contact with. Some of this work has been carried out in Acta for many years while some of it is new.

Certification of advisors In 2009 certification requirements were introduced for all financial advisors in Norway. Acta’s HR department is responsible for the certification of advisors and office managers. This arrangement was established as a collaborative measure between Finance Norway (FNH), The Finance Sector of Norway, The Norwegian Savings Banks Association and The Norwegian Mutual Fund Association (VFF).

Investment advisors undergo a theory test consisting of 110 questions to assess the advisors’ level of competence within areas including personal finances, macroeconomics, ethics, regulations,­products and financial markets. In addition they must complete a practical test that primarily focuses on best practice for the provision of investment advice.

The aim of these tests is to ensure high quality and a high level of professional ethics in the advice given to our clients. Investment advisors must take an updated version of this test every two years.

Acta attaches great importance to this – our goal is to be the first company in the industry to certify all its advisors.

Compliance department Compliance comes from “to comply with”. In other words the compliance department is responsible for ensuring that Acta

clients

Work at the office

c­ omplies with applicable laws and regulations.

The department’s task is to make sure that central functions and local advisory offices follow the applicable laws and regulations­ as well as internal guidelines and instructions.

An important part of this work is to ensure that we are continuously­up to date with relevant laws and regulations; but it is also vital to be aware of current industry practice. The Group’s compliance department has many employees with different backgrounds and experience. The department’s areas of work are ­extensive. In addition to a good understanding of the financial ­industry, competence within law, finance, customer service and marketing is also required.

A very important task is to ensure that we have good processes in place to ensure a high degree of know­ledge of applicable laws and regulations among the employees in the organisation and have good channels for continuous updating in the event of change.

Acta is a large corporation with offices in many locations in three countries and it is important that the entire organisation­ keeps itself up to date.

Thorough analysis The provision of investment advice is based on a thorough situation­ analysis undertaken during the personal meeting. This analysis is in turn based on the client’s situation and goals. From this analysis and a subsequent suitability test the advisor draws up an investment proposal.

This makes things easier for the client, who does not need to go through the situation analysis each time a new investment is to be carried out. At the same time the advisors receive a new tool to find suitable products for suitable clients.

This change entails that it will become clearer which products in the range are suitable for the client to invest in.

When the client’s knowledge and experience is weighed up against his or her investment goals an investment profile is created that the advisor and client can use later when choosing investment solutions.

Acta’s local offices have an important role in quality assurance work. The office manager is responsible for its operations and ensures­ that procedures and control functions are in place. The manager has documents and guidelines drawn up by the compliance­department to assist in this work.

As well as organising work at the office, the manager has a more direct role. Normally the office manager is not involved in ­customer meetings and investment advice, but in certain cases the manager must give their approval before transactions can be carried out.

When the customer has signed a subscription form and the ­advisor has registered the order in the computer system, all forms are passed on to the office’s sales and control coordinator.

Coordinators have an important control function and have ­always been a part of Acta’s offices. But this role has become ­increasingly important with expanding requirements for documentation­introduced by the government.

Coordinators check that the process was properly completed; including proper identification checks and that the client has time to reflect on their decision. The coordinator also ensures that all paperwork is signed and that the order is correctly registered in the IT systems.

A final check It is a matter of course that Acta strives for high quality in its ­investment advice operations. But it is just as important that the documentation of such advice is of a high quality. Documentation requirements are increasingly strict and Acta has established a team with the task of controlling the documentation that ­accompanies new transactions.

The pre-transaction control department is charged with ­reviewing and controlling situation analysis and investment ­proposals. It is not the advice or provision of advice that is controlled,­but that the client has received all the information that he or she should receive in accordance with laws and internal guidelines.

That which is discussed in advisory meetings must be documented­and the department is clear that this if for the benefit of the customer.

Only when the final internal check has been completed can the transaction be carried out. What began as a requirement analysis by an advisor has now – via procedures designed by the compliance department and controls carried out by key persons on both the local and central level – become a buy order. To finish, the administrative­department in Stavanger carries out the purchase.

ACTA Annual report 2009

21

Brazil, Russia, India and Hong Kong expect high value creation in the coming years.

Ann-Elisabeth Tunli Moe, Director - Investment Research & Asset Allocation

MARKETS

FROM FINANCIAL CRISIS TO STOCK MARKET RALLY. The sentiment in financial­ ­markets changed from extreme­ pessimism to rising optimism in the first quarter­of 2009.

This marked the start of a period­of hectic activity and strong stock market rallies.

Oslo Stock Exchange’s OSEBX index climbed 65 per cent in 2009. In 2008 the index fell 54 per cent. Insurance companies had to sell shares to reduce the risk in their portfolios. Funds sold shares to increase liquidity in order to pay investors who sold fund units.

Hard-pressed investors were forced to sell shares to meet loan repayments­ or other liabilities. Sellers were in the majority.

Potential­ buyers saw no reason to hurry; the chances were high that they would be able to buy the same shares even cheaper the next day.

North Sea Oil hit a low of 34 dollars a barrel in the week after Christmas 2008. One year later the price had risen to 80 dollars a barrel. The oil price has a great effect on share prices on Oslo Stock Exchange.

But it was not only oil-producing countries that experienced

marked stock market gains on the previous year. When the majority­ of compulsory sales had been carried out and investors again began­to focus on the opportunities offered by stock markets, share prices rose rapidly – particularly in the new emerging markets of Eastern Europe, Latin America and Asia.

In Euro terms the MSCI indexes for Brazil and Russia rose by 139 per cent and 124 per cent respectively in 2009. The equivalent indexes in India and Hong Kong produced returns of 85 per cent and 55 per cent respectively for the year. These four countries are referred to by the acronym “BRIC”. High growth in overall value creation is expected for the BRIC countries in coming years and this will also create an opportunity for higher returns than that expected in the more established markets.

The financial crisis that reached its peak in the autumn of 2008 quickly spread to the real economy. Development was met with zero-interest rate policy and fiscal policy crisis measures over much of the world. The development of financial markets following­ the inevitable phasing out of the fiscal policy crisis measures­ is now a central topic in economic and political discussions.­ Sooner or later national budgets must be balanced at levels that are sustainable in the long term, which is not the case in many countries. Many are concerned about whether politicians will be capable of taking the necessary and unpopular decisions to ­increase taxes or reduce spending – or preferably both. There is a danger that expansive monetary policy will result in undesirably high inflation in many countries in years to come.

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23

PRODUCTS

A WIDE PRODUCT RANGE. Acta is a leading investment­ advisory corporation in the Nordic­market which offers­ more than 300 savings­and ­investment solutions­to private­ investors and companies.­ Acta has provided­investment advice­since 1990 and has been ­instrumental in the introduction of alternative investments to the private market. Here is a brief description of Acta’s product range.

Mutual funds Acta’s clients have access to the leading funds from the best fund managers. Clients have access to a large number of different funds, from broad-based funds that invest all over the world to specialised funds that invest in individual industries or in specific regions.

Acta employs substantial resources to analyse both funds and

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ACTA Annual report 2009

fund managers. We find the funds that have a good track record for asset management and have good prospects for the future. During our methodical work we find a certain number of particularly interesting­funds which we follow more closely. There are normally­ between 25 and 30 funds on Acta’s fund focus list.

Acta is an independent distributor of mutual funds and offers around 70 funds from the fund managers that Acta’s product departments­consider as being the most attractive.

Index products Acta offers two types of structured products.

The first is index-linked bonds which are currently only offered to Acta’s Swedish clients. Index-linked bonds combine a bond part with a stock option part. The bond part is used to secure the principal­so that investors, under normal circumstances, receive at least their invested capital on maturity (less costs).

The stock option part is linked to the development of specific markets such as for example the stock market, currency market or raw material market.

Acta also offers warrants in the Norwegian market. A warrant is a stock option where the return is linked to the development of a specific market. Acta offers warrants with various terms and aimed at different markets. Usually a warrant is linked to the develop­ment of the stock market, currency market or raw material market. A warrant gives a right, but not an obligation, to buy or sell an underlying asset for a predetermined price at a specific point in time.

Investing in warrants provides the opportunity for high returns but also entails high risk.

PRODUCTS

Private equity Acta offers private equity funds via investment companies.

Acta was one of the first to offer this form of investment to private individuals. Such investments were previously the preserve of large institutional investors and extremely wealthy individuals.

Acta’s private equity portfolio mainly consists of private equity funds, but also contains a number of direct investments.

We aim to gain access to the very best private equity funds and work with well-renowned affiliates.

Infrastructure

hiring the vessel are responsible for operation, maintenance and the crew. Those hiring the ship must also cover the costs resulting from an interruption in operations and the resulting loss of ­income.

By investing in a ship where the rental income is agreed for many years at the time of purchase, earnings and returns will be more stable. The main risk involved in this type of investment is therefore related to the ability of those hiring the ship to pay the rental charges as well as the residual value of the ship at the end of the rental period. Companies are built up consisting of several different types of ship and different maturity dates for the rental contracts to ensure a good risk spread.

Acta was the first in Scandinavia to offer infrastructure as a form of investment for private persons.

Investors in infrastructure via Acta become part-owners in airports, waterworks or electricity networks, among others.

Infrastructure investment is a type of investment upon which society depends. This means that such investments are well-­ protected against changes in economic cycles.

The aim of this form of investment is to gain access to longterm, predictable earnings, stable demand and a good rate of ­return. Acta enables clients to invest in companies that buy various kinds of infrastructure investments.

Unit-linked insurances

Real estate

Corporate bonds

Acta offers investments in various real estate companies including those that purchase and manage commercial property and private rental accommodation. Such real estate companies primarily ­invest directly in real estate.

The rental income from the buildings in which investment is made provides the opportunity for continuous returns and ­annual dividend payments. The portfolio companies are managed for up to 10 years, but may also be sold before this based on ­market-related assessments.

Acta offers real estate investments with different target returns and different risk profiles.

Clients can invest in long-term portfolios, where the focus is on long-term tenants and predictable cash flow, or in so-called ­opportunistic companies that aim to achieve rapid value growth in real estate markets that have fallen considerably.

Long-term real estate investments have historically provided good rates of return and annual dividend payments. This is Acta’s most popular investment product.

In the spring of 2009, Acta introduced investment in corporate bonds through the company Cobond AS. Corporate bonds are interest-bearing instruments issued by a company.

The price of corporate bonds fell sharply in the aftermath of the financial crisis.

The strategy underpinning Cobond AS is to exploit this fall to buy corporate bonds at a low price and hold them until the bonds mature or sell them when the markets return to normal.

The market for corporate bonds is characterised by largescale buy and sell orders and is generally inaccessible to smaller investors.

Shipping Investors in shipping become co-owners in a shipping portfolio where investment is made in vessels which are then hired or leased to shipping companies. Shipping investments are carried out through so-called “bareboat” agreements with those hiring the ships. This means that Acta’s clients invest in the ship, while those

Unit-linked insurances are savings products that combine ­insurance with investment in a mutual fund.

Unit Link is a savings plan fund offered by Acta through, among others, Vital Forsikring, SEB and Skandia. This savings form combines favourable­tax rules related to saving in insurance products with the good returns possible through a mutual fund.

Saving or insurance is normally associated with a fixed interest rate or guaranteed minimum return from a bank or insurance company. The returns from unit-linked insurances are linked to the returns that the saver himself achieves through his fund ­positions.

Renewable energy Acta also launched investment products in renewable energy in the spring of 2009.

The company Fornybar Energi 1 AS invests in wind, solar and hydroelectric power plants in Europe. These power plants are owned and managed for a period of up to seven years, but can also be sold before this if the growth in value is exceptionally good.

Acta expects a major demand for renewable energy in the ­future. There is broad private and public agreement on the need to increase research and expansion in the sector to counteract ­climate change. This gives a solid foundation for growth for investments in renewable energy.

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25

risk management and internal control

Risk management and internal control.

Through good risk management and internal control Acta shall ensure efficient operations and the appropriate handling of risks which are of importance in achieving the business goals of the group.

Over the last year, Acta has implemented major changes in its management systems and internal control procedures to further strengthen this area of operations. Extensive organisational­ changes­ have been made and the emphasis on risk management in the management of operations has been strengthened.

Acta’s approach to risk is not to eliminate risk but to ensure that risks are identified, assessed, limited and monitored in a balanced manner. The Board of Directors decides the degree to which Acta shall take risks. Risk management is ­integrated at all levels in Acta and is part of all decision making processes.

In order to improve quality within the commercial processes in Acta new client concepts have been implemented ­consisting of close dialogue and communication with clients. ­Furthermore, we have introduced the mandatory certification

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ACTA Annual report 2009

of all financial advisors­ in Norway within the field in line with the equivalent requirements­ that have existed in Sweden for many years. A new incentive programme has been established with a long-term ­perspective for the employees, including a stock option agreement and bonus scheme.

This is a measure that will ensure long-term and sustainable results, as well as attract – and keep – good employees.­ To ensure uniform business management and quality in the Acta Group a common set of internal instructions and guidelines has been established. Acta has established a separate quality assurance­ department called Pre-control.

Pre-control is charged with safeguarding the quality of the investment­ advice provision process – checking that the customer has received the service he/she is entitled to in accordance with internal guidelines and regulatory­ conditions. The result of this work constitutes a part of the continuous improvement work in Acta, together with the other control work undertaken in Acta.

The formal organisation of Acta’s control functions was further developed in 2009 to ensure good management and ­control. An independent compliance function was established in all the companies in the group, in addition to a central compliance function­ that monitors changes in laws and regulations, assists the compliance functions in the different ­companies and carries out controls in the different ­companies.

Implementation has been successful and allows Acta to promote­ itself as a quality-conscious financial corporation with good management­ and control – for the benefit of its clients and shareholders.

risk management and internal control

Roles and responsibilities in risk management and the internal control structure in Acta The Board of Directors and the audit committee The Board of Directors in Acta Holding has the ultimate responsibility­ for the group’s business operations including all ongoing risk management and internal control. The Group Board of Directors has prepared ethical guidelines, guidelines for how to deal with conflicts of interests and internal guidelines for own account and insider trading. A risk management and internal control­policy has also been established for the Group.

The Group Board of Directors has established a clear division of responsibilities between the Board and executive management through instructions for the Group Board of Directors and the Group CEO. The group has a clear organisational structure.

The Group Board of Directors has determined the overall Group risk profile, as well as annual risk limits. These risk limits are determined in relation to overall goals and strategies stipulated by the Group Board of Directors.

The various principles are transferred down to the group’s subsidiaries.

In 2006, Acta set up an audit committee made up of three Board members as a preparatory body for the Board of Directors.

The audit committee undertakes quality assurance of the group’s internal control, internal audit and risk management systems and ensures that these function effectively. The audit committee ensures that risk management and internal control arrangements are established in accordance with laws and regulations, decisions, Norwegian Financial Supervisory Authority orders and guidelines given by the Board to management. An important part of this work is to follow up on management’s execution of its control ­responsibility. The audit committee meets with the external and internal auditor at least once each year. The audit committee ­reports to the Group Board of Directors.

The Group Board of Directors assesses its work and its competence­with regard to risk management and internal control in the group at least once each year.

Managing Director The Managing Director is responsible for establishing appropriate internal control and risk management in line with the principles stipulated by the Group Board of Directors. The Managing Director­ is responsible for ensuring the high quality of all work.

Acta has established a structure whereby line management carry

out systematic controls of and follow up on the quality of all processes.­ This is a part of the continuous improvement work in business operations. As a part of the control work the Managing Director receives constant quality reports from various units.

In addition to the continuous management reporting process, an overall assessment of risk management and internal control is made each year and presented to the Group Board of Directors.

This report presents the most significant risks in Acta and how these are managed.

The same principles apply to the Managing Directors of subsidiary­companies where appropriate.

Compliance and risk manager function In order to strengthen risk management and internal control Acta has established a compliance and risk manager function, both for the group and in the individual companies.

The Risk manager is responsible for coordinating the risk management­ processes in the respective companies as well as ensuring­ that risk reporting presents a correct and complete picture.­ This also entails administrating the guidelines for risk management and undertaking training and competence building.

The function also assists the Managing Director in reporting risk to the Boards of Directors of the various companies/Group Board of Directors.

The Compliance function was established to ensure that Acta complies with the increasingly complicated rules applying to its operations. This covers both external regulations stipulated by the authorities and internal guidelines within Acta. The Compliance

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risk management and internal control

all sections carry out risk assessments. The individual managers in the Group are responsible for helping to identify, assess and manage­risk and internal control arrangements within their areas.

Risk management framework

function has been established in all companies and reports directly to the Managing Director. The function is aware of the relevant regulations in force at any given time and ensures that these are included in Acta’s internal guidelines. A specific control plan has been drawn up for the function so that constant spot checks are carried out within the central regulations as part of the process of ensuring that the organisation complies with the rules. The function must also ensure that the risk management methods for which the group CEO and Managing Directors are responsible are in accordance with the policy for risk management and internal­ control decided by the Group Board of Directors.

Internal audit unit Acta has established an internal audit unit to ensure that the Board’s intentions are complied with. The internal audit unit checks that internal control procedures are established and work as intended. The unit also assists the Board of Directors, Managing Director and subsidiaries with accounting expertise and capacity, including follow up and control of work in selected subsidiaries.

The internal audit unit reports the results of its audit activities to the Board of Directors in the subsidiaries, audit committee and the Group Board of Directors. The unit checks to ensure that necessary action is taken.

External audit Acta’s external auditor carries out the mandatory financial audit.

The external auditor reports to the annual general meeting. The external auditor also takes part in meetings with Acta’s audit committee­and the Group Board of Directors.

Risk management in Acta The risk management process is fundamental in achieving the group’s goals. Acta’s approach to risk is not to eliminate risk but to ensure that risks are identified, assessed, limited and monitored in a balanced manner. Risk management in Acta is linear, whereby

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ACTA Annual report 2009

Acta has established a uniform risk management method for the Group. The principles for how risk management is to be implemented­in Acta are laid down in a separate framework based on internationally recognised principles such as the Committee of Sponsoring Organizations of the Treadway Commission, COSO, recommendations given by the Norwegian Corporate Governance Board (NUES), and regulatory requirements from the Norwegian Financial Supervisory Authority. This covers the entire risk management process and defines the principles and templates to be used in the process. The framework provides guidelines and explains the processes for how effective risk management is to be implemented. The common risk management method aims at ensuring a common understanding of risk in the Group. Furthermore, the Group Board of Directors stipulates the overall risk profile in Acta. The risk review covers risk assessments,­ action plans and reporting. Identified risks are followed­up on a quarterly basis as part of management reporting.

Risk management in Acta consists of the following stages: risk mapping, risk assessment, risk handling with the creation of an action plan, monitoring and reporting.

Risk mapping Risk mapping in Acta begins with the group determining the priority­ of focus areas to apply to the forthcoming period.

These, together with the current business plans for the respective subsidiary will create the basis for deciding the areas subject to risk assessment. The Board of Directors and management of the respective­ subsidiary will define these together. The aim of this approach is to document significant activities, relevant goals and the risks that can threaten the achievement of these goals.

The Acta Group has defined a set of risk categories. Risk mapping­is undertaken at the strategic, process and project levels.

In this way all important risks are included and a complete risk picture is created to be handled and monitored.

Risk assessment, controls and action Management and relevant key personnel carry out the assessment of significant risks. Risk assessment is undertaken by assessing identified risks with regard to the probability of a risk occurring

risk management and internal control

and the consequence if it does occur, assuming that existing controls­are functioning. For the risks that are found to lie beyond the risk tolerance, further hand-ling is decided and if applicable, risk-reducing measures are put in place.

At least once a year all significant risks are reviewed for all companies,­ based on defined goals and strategies for the Group.

The Managing Director systematically decides whether the risk management and internal control arrangements are sufficient to handle identified risks in an appropriate manner.

Risk assessments are fundamental in the Managing Director’s ­report to the Group Board of Directors.

Monitoring and reporting Information about changes in the level of risk is an important part of management’s control information and a significant part of operations­ management. Therefore risk assessments and risk ­reporting must coincide with other business management and ­reporting. Management is involved in the work of establishing a regime for the periodic monitoring of control parameters, both performance indicators (KPI) and risk indicators (KRI).

The activities stated above are documented and a summary with conclusions about the risk situation and need for new measures­ is prepared for the specific company. The Managing Director­presents the Board of Directors with an overall evaluation­ of the risk situation for handling at least once a year. The Board of Directors monitors the individual risks throughout the year.

Monitoring of risk and controls

The most important strategic risk is the development of financial markets and clients’ willingness to invest in Acta’s products.

In 2009, the matter regarding of bonds from Lehman Brothers was an important risk for Acta. This case has now been resolved.

The Group Board of Directors and executive management ­continuously monitor the strategic risk and implement adaptations with regard to the risk picture.

Operational risk Operational risk is defined as the risk of losses resulting from insufficient­or failed internal processes, human error, system failure or losses due to external incidents. Operational risk also covers the risk that business operations do not comply with laws and regulations,­as well as risks connected with the use of ICT systems.

The quality of the advisory process is an important operational risk for Acta that the group has concentrated its efforts upon.

The group has established a good system for the management of operational risk and the operational risk is considered to be low.

Financial risk Credit risk relates to the risk of clients or other counterparties failing­ to meet their obligations in accordance with agreed terms and that security pledged will not cover amounts outstanding. Acta has credit risk related to banks and counterparties. Interest risk arises in connection with the funding of operations and the group is also exposed to currency risk, particularly related to activities in Sweden. These risks are continuously monitored and the risk level is considered to be low.

Information about changes in the risk picture and in the underlying­ risk areas is also an important part of management’s control information­ and an important part of risk management. In cases where monitoring concludes that there is a need for further action and controls, the manager responsible must ensure that all improvement­ measures are implemented by the stipulated deadlines.­

Risk factors for Acta Acta is exposed to several types of risk. The most important are defined within the risk categories of strategic risk, operational risk and financial risk.

Strategic risk Acta’s strategic risk exposure is important to the group’s earnings.

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29

Organisation

NEW GROUP MANAGEMENT.

From left to right:

Sveinung Byberg

Stein Morten Bjelland

Managing Director of Acta Kapitalforvaltning since August 2009.

Graduated from Handelshøyskolen BI (Norwegian School of Management), experience from GE Consumer Finance. Employed in Acta since 2005.

Deputy Managing Director of Acta Asset Management since 2009.

Degree in marketing with experience from GE Capital Scandinavia.

Came to Acta in 2001.

Tom Pettersen Advisory Director Norway since August 2009. Degree in business marketing from Handelshøyskolen BI (Norwegian School of Management). Employed in Acta since 2000.

Jan Sigurd Vigmostad Head of Acta Markets since August 2009. Business economist with an MSc degree (siviløkonom) from the Norwegian School of Economics and Business Administration (NHH). Employed in Acta since 1997.

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ACTA Annual report 2009

Christian Kvist Managing Director of Acta Försäkringsplanering since autumn 2008.

Degree in marketing from IHM Business School. Employed in Acta since 2004.

Jostein Viken Managing Director of Acta Asset Management AS since 2009. Business economist with an MSc degree (siviløkonom) from the Norwegian School of Economics and Business Administration (NHH). Employed in Acta since 1995.

THE GROUP MANAGEMENT

Mathias Andersson

Geir Inge Solberg

Advisory Director Sweden since 2009. Authorised financial advisor with experience from Skandia. Employed in Acta since 2000.

CEO since 2009. Business economist with an MSc degree (siviløkonom) from the Norwegian School of Economics and Business Administration (NHH) and experience from Vital. Employed in the Acta Group since 2000.

Morten Flørenæss Managing Director of Acta Corporate Services. Authorised auditor.

Employed in Acta since 2000.

Christian Tunge Chief Financial Officer since December 2006. Degrees in business economics, law and international management, experience from Statoil.

Rune Wangsmo

Ann-Elisabeth Tunli Moe Investment Research and Asset Allocation Director since August 2009.

Master of Science in economics. Employed in Acta since 2000.

Simon Kling (not present when picture was taken.)

Marketing Director since September 2009. Diploma in business economics from Företagsekonomiska Institutet. Employed in Acta since 2005.

Public Relations Director since February 2006. Degree in economics from the University of Cologne. Former financial reporter at Dagens Næringsliv.

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31

Organisation

NEW ORGANISATION. The Acta Group consists of the parent company Acta Holding ASA and the wholly owned subsidiaries Acta Kapitalforvaltning AS, Acta Försäkringsplanering AB, Acta Asset Management AS, Acta Corporate Services AS, and with effect from March 2010, Axir AS. Acta Holding ASA has no operational activities in its own right aside from ownership duties, group duties and ­exercising active ownership of its subsidiaries.

Acta Kapitalforvalting AS is a securities company with a concession to receive and arrange orders on behalf of customers and certain other affiliated services. The company operates “Acta Direct” – the group’s service concept for smaller clients and those who wish to take their own investment decisions.

Acta Försäkringsplanering AB is licensed as a Swedish insurance­broker, and is also the agent for Acta Asset Management

Corporate structure

in Sweden. The company runs the group’s principal operations in Sweden, namely the provision of investment advice to clients.

Acta Asset Management AS is a securities company with a concession­ to provide investment advice and receive, arrange and execute orders on behalf of customers and certain other ­affiliated services.

The company runs the group’s principal operations in Norway, namely the provision of investment advice to clients. Axir AS is a securities company licensed to provide investment advice, receive, arrange and execute orders on behalf of customers, buy and sell financial instruments on own account, place public ­tenders, arrange issues and guarantees in addition to certain other services. Acta ­Corporate Services AS provides internal administrative­services.

Acta Holding asa Acta Corporate services as

Acta kapital­forvaltning as

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ACTA Annual report 2009

Acta asset management as

Acta Försäkrings­ planering ab

AxiR As

THE BOARD OF DIRECTORS

Stein Aukner - Vice Chairman Aukner is a partner in Norscan Partner AS, where he provides advice within finance, economics and strategy. Business economist with an MSc degree (siviløkonom) from the Copenhagen Business School.

Ellen Math Henrichsen Henrichsen is the Managing Director of Måltidets Hus. She has a Bachelor’s degree in commerce from the University of Windsor in Ontario, Canada.

Alfred Ydstebø - Chairman of the Board

Harald Sig. Pedersen Pedersen has held distinguished positions in business for many years and currently operates his own consultancy firm.

Business economist with an MSc degree (siviløkonom) from the Copenhagen Business School.

Ydstebø has played a central role in the development of the Acta Group, including as CEO from 1993 to 2005. He has an MBA from Handelshøy­skolen BI (Norwegian School of Management).

Ragnhild Kvålshaugen Kvålshaugen holds a doctorate in economics and is an associate professor at BI Norwegian School of Management. Prior to this she was a senior researcher at SINTEF and an advisor at Bankakademiet.

ACTA Annual report 2009

33

DIRECTORS’ REPORT

ACTA GROUP AND ACTA HOLDING ASA

DIRECTORS’ REPORT. The Acta Group The Acta Group consists of the parent company Acta Holding ASA and the wholly owned subsidiaries Acta Kapitalforvaltning AS, including Acta Kapitalforvaltning AS’ Swedish branch Acta Kapitalförvaltning and Acta Kapitalforvaltning AS’ Danish branch Acta Kapitalforvaltning, Acta Försäkringsplanering AB, Acta Asset Management AS and Acta Corporate Services AS and with effect from March 2010 Axir AS.

Overview of our activities and where we operate Acta has become the largest independently owned investment ­advisor in the Nordic region since the group was established in 1990, and we have ambitions to strengthen this position further.

Acta has a well-developed distribution network and is represented in Norway, Sweden and Denmark.

Acta’s head office is in Stavanger and the group has 24 permanent advisory offices and three client centres for order processing and investment brokerage located in the most important population­ centres in Scandinavia. The group’s principal operations are the development, selection and distribution of investment products as well as individual investment advice and the processing of ­investment orders. In addition, the group executes and brokers ­orders and keeps securities in safe custody on behalf of clients.

Acta works primarily in the segment for clients who have between NOK 100 000 and NOK 25 million at their disposal for savings and investments.

Acta Holding ASA has no operational activities in its own right aside from ownership duties, group duties and

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ACTA Annual report 2009

exercising ownership of its subsidiaries. The group’s operations are managed from the head office in Stavanger. Acta Kapital­forvalting AS is a securities company with a concession to receive and arrange orders on behalf of customers and certain other ­affiliated services. The company operates “Acta Direct” – the group’s ­service concept for smaller clients and those who wish to take their own investment decisions. Acta Försäkrings­planering AB is licensed as a Swedish insurance broker, and is also the agent for Acta Asset Management in Sweden. The company runs the group’s principal operations in Sweden, namely the provision of investment advice to clients. Acta Asset Management AS is a ­securities company with a concession to provide investment advice and receive, arrange and execute orders on behalf of customers and certain other affiliated services. The ­company runs the group’s principal operations in Norway, namely the provision of investment­ advice to clients under the client ­concept “Acta Invest”.

Axir AS is a securities company licensed to provide investment advice, receive, arrange and ­execute orders on behalf of customers, buy and sell financial instruments on own account, place public tenders, arrange issues and guarantees in addition to certain other services. Acta Corporate Services AS provides internal administrative services.

Going concern assumption In accordance with Section § 3-3 of the Norwegian Accounting Act, we hereby confirm that the accounts have been prepared based the assumption that the business is a going concern.

DIRECTORS’ REPORT

Corporate governance and company management Acta Holding ASA has one share class, and each share carries one vote at the company’s general meeting.

In March 2010, the Board of Directors exercised the authority given by the company’s general meeting to issue 4 677 866 new shares as 80 per cent payment for the acquisition of Axir AS. The remaining 20 per cent will be paid for through the issue of new shares at a later date. The Board of Directors has not ­exercised its authority to purchase treasury shares. In 2009, the Board of ­Directors awarded share options to all employees in ­accordance with the authorisation granted by the general meeting. All subsidiaries­ are wholly owned, and there are thus no conflicts of interest with minority shareholders. There have been no ­material transactions between the group and the shareholders, the Board of Directors, or the management. Potential conflicts of interest between the Board of Directors and these groups are dealt with by the Board of Directors.

The Board of Directors of Acta Holding ASA complies with the current “Norwegian Code of Practice for Corporate Governance” at any given time. The Board of Directors has ­provided an account of Corporate Governance in Acta in a separate chapter in the annual report.

Information on the working environment, equal opportunities and impact on the external environment In connection with the restructuring of the group many employees left Acta. This resulted in a substantial reduction in the group’s organisation. At the end of 2009, the group had 251 employees, 246 of whom worked full-time and 5 worked part-time in less than 50 per cent of full-time equivalent positions. The number of fulltime employees was reduced by 237 during the year. At the end of the year, 134 of the full-time employees were employed in the Norwegian operations, 111 were employed in the Swedish operations,­and 1 person was employed in the Danish operations.

At the end of 2009, 21 persons were employed in substitute and temporary positions. 18 full-time employees were on leave at the end of the year. Acta Holding ASA had three employees at the end of the year. The workforce reduction was carried out in close ­cooperation with the employees.

The Board of Directors regards the working environment in Acta as good. The Acta Group is distinguished by highly ­qualified employees with positive attitudes. Sickness absenteeism totalled 23 149 hours in the financial year, which corresponds to approximately 2.1 per cent of the total working hours, ­compared with 2.7 per cent in 2008. The Board of Directors is satisfied with

this development, particularly in light of the challenging year we have put behind us. The reduction of sickness absenteeism is still a priority task. There were no reported personal injuries, property damage or accidents of any significance in 2009. The nature of the group’s activities is such that they have a very minor direct impact on the external environment.

Acta’s goal is to ensure diversity within the group, and will recruit, develop and retain the best employees, regardless of gender, ethnicity or physical impairment.

Acta will ensure this through directed recruitment processes.

Central processes connected with payment and working conditions, and a personnel policy which takes the need to combine career and family life into account, together protect employees against bullying and unfair treatment. Acta carries out two employee surveys per year to identify challenges to employee satisfaction.

The Board of Directors and management of Acta attach ­importance to equal opportunities between the genders and ­endeavour to facilitate this through personnel policy in terms of salary, promotion and recruitment. Of the group’s 246 full-time employees, 76 are women and 170 are men. The company’s Board of Directors consisted of two women and three men at the end of 2009. The company actively seeks women to take leading ­positions, including positions on the Board of Directors.

Comments on the annual accounts In the view of the Board of Directors and Chief Executive Officer, the consolidated income statement, the consolidated balance sheet, the consolidated statement of changes in equity and the consolidated cash flow statement, and the notes attached for the group and the company income statement, the company balance sheet and the company cash flow statement with attached notes for Acta Holding ASA provide a full and fair account of the ­operations for the year and the financial position of the group at the end of the year. No circumstances have arisen since the end of the financial year to affect this assessment of the companies’ or group’s results and financial position that are not presented in the director’s report or the annual accounts.

Revenues The group’s revenues totalled NOK 489 million in 2009, compared­ with NOK 938 million in 2008. The reduction in demand for the group’s savings and investment solutions along with clients ­demanding liquid products with lower margins combined to cause this decline compared with last year. A major reduction in the number of employees throughout the year has also had a negative

ACTA Annual report 2009

35

DIRECTORS’ REPORT

the highest gross subscriptions have been in equity funds and insurance solutions, with 45 and 35 per cent, respectively, of the total gross subscriptions. Throughout 2009, Acta continued to offer its clients secondary trading of shares in established investment companies.

Assets managed for clients fell from NOK 89 billion at the ­beginning of the year to NOK 73 billion as at 31 December 2009.

This decline is primarily due to index products maturing, currency effects and falls in the value of real estate.

Recurring portfolio revenue totalled NOK 293 million in 2009 compared with NOK 320 million in 2008. At the end of the year more than 90 per cent of the client assets under management ­contained an element that generates recurring revenue for the group, while almost 100 per cent of new sales contain recurring revenue elements. In 2009, recurring revenue covered 65 per cent of the fixed and activity-based costs, compared with 50 per cent in 2008. Acta Holding ASA has no operational activities in its own right and no operating revenues in 2009. effect on revenues. Furthermore, the negative press coverage throughout the year in connection with products distributed

by Acta has had an impact on operations. On the other hand, historically low interest rates together with the generally positive developments in the stock market were positive for subscriptions throughout the year.

Acta’s primary focus in 2009 was on adapting to the new ­regulatory framework in the market and offering our existing ­clients excellent care and first-class advisory services. Stricter and more demanding framework conditions, combined with the repercussions­of the global financial crisis, have necessitated major changes to Acta’s organisation. As a result of the current market situation it was decided to change the company’s business model in 2009. Acta’s advisory business will now concentrate on the ­provision of personal service to clients with extensive funds to invest. It was decided that smaller clients would no longer ­receive one-to-one follow-up but instead be served by central ­competence centres. Although Acta essentially maintained the ­office network the overall number of employees required was ­reduced. The number of branch managers and investment ­advisors at the advisory offices was reduced by 184 persons – from 330 to 146 persons. The Board of Directors is of the opinion that Acta had an efficient smooth running organisation and motivated employees in the beginning of 2010.

For 20 years, Acta and collaborating funds managers and banks have developed and marketed products that are well suited to the Nordic savings market. In terms of revenue, the sales and distribution­ of insurance products have been Acta’s most important­ asset classes, apart from recurring portfolio revenues. Acta maintained­ its dominant position in the real estate syndication market in both Norway and Sweden, and this market represented the second most important asset class for Acta in terms of revenue in 2009. In 2009, Acta launched corporate bonds as a new asset class. The real estate product London Opportunities was also launched in 2009. For the group,

36

ACTA Annual report 2009

Earnings The Acta Group reported operating losses of NOK -36 million in 2009, compared with operating earnings of NOK 125 million in 2008. After tax the loss was NOK -36 million, a reduction of NOK 148 million compared with 2008. This decline reflects a substantial­ revenue reduction of NOK 448 million due to the combination of significant decline in gross subscriptions from clients of NOK 6 711 million, from NOK 9 872 million in 2008 to NOK 3 161 million in 2009 and a different product mix. This revenue reduction­was counteracted in part by a NOK 220 million reduction­ in the variable and activity-based costs due to a significant­ decline in the volume of business. Fixed costs were ­reduced by NOK 74 million in relation to 2008. This reduction is attributed primarily to lower personnel costs due to a significantly­ smaller organisation. The annual accounts were subject to a NOK 40 million charge for restructuring expenses, of which NOK 5 million is related to tax. The group’s tax charge for the year was NOK -9 million, compared with NOK 53 million in 2008. The effective tax rate was 19.3 per cent for 2009. The corresponding ­figure for 2008 was 32.1 per cent.

The net income for the parent company/Acta Holding ASA totalled NOK -29 million, which primarily reflects group contributions­and dividends received from the operative subsidiaries,­as well as write-downs. A valuation of the shares in the subsidiary Acta Kapitalforvaltning has been undertaken. This valuation shows that shares in Acta Kapitalforvaltning AS have a value of NOK 134 million, and against this background is written-down with NOK 108.138 million. Acta Holding ASA reported ­operating earnings of negative NOK 11 million.

The earnings achieved in 2009 and the group’s development in general is considered weak, but acceptable nevertheless under the circumstances in light of the major changes Acta implemented during 2009.

DIRECTORS’ REPORT

Balance Sheet The group’s total assets declined from NOK 614 million at the end of 2008 to NOK 411 million in 2009. This change reflects primarily a reduction in cash and cash equivalents totalling NOK 178 million. Acta’s consolidated equity was NOK 321 ­million at the end of the year, which represents an equity ratio of 78.1 per cent. The corresponding figures for 2008 were NOK 357 million and 58.1 per cent, respectively. The NOK 36 million reduction from the end of 2008 is primarily attributable to the NOK 36 million loss in 2009.

Cash flow and liquidity In 2009 the group had a negative cash flow from operating activities­ of NOK 127 million, where the payment of taxes and the negative earnings for the year represented the largest items.

The cash flow from investment activities was negative at NOK 16 million, and cash flow from financing activities was zero. ­Liquidity was satisfactory at the beginning of the year and still satisfactory at the end of the year. The group’s net cash and cash equivalents totalled NOK 262 million at the end of 2009.

The group also had unused overdraft facilities totalling NOK 60 million. The group expects that the liquidity situation will ­continue to be good in 2010.

Segment information Norway In 2009, Acta maintained its position as one of the leading players in the savings and investment market in Norway. At the end of the year the company was represented throughout Norway by 12 permanent advisory offices, in addition to a centrally-located client centre for order processing and investment broking in ­Stavanger. At the end of the year, Acta had around 34 000 clients in Norway. The number of permanent employees was 132, ­compared with 244 one year previously. The number of branch managers, investment advisors and client consultants declined from 144 to 69 in the course of the year. Operating revenues t­otalled NOK 262 million in 2009, compared with NOK 468 ­million in 2008. Operating earnings totalled a loss of NOK -3 million, compared with NOK 79 million in 2008.

The Financial Supervisory Authority of Norway conducted an on-site inspection of Acta Kapitalforvaltning’s Norwegian operations in September 2008. The following month the company was informed that the Authority had uncovered some conditions which could be criticized, but that they were not of such a character that would cause the concessions under which the company operated to be withdrawn. A final report from the Authority was delivered in May 2009, in which the Authority ordered a correction, because the Authority did not believe that the venture’s practices fully ­satisfied the requirements of the Securities Trading Act. Acta

­ apitalforvaltning has complied with the instructions and orders K imposed by the Financial Supervisory Authority of Norway and has made the necessary changes to ensure that the company’s operations meet the requirements of the authorities at all times.

During 2009 Acta continued to strengthen the Compliance ­function and now carried out a pre-control process for certain ­client investments before such investments are made.

Sweden Acta has had operations in Sweden since 2000. At the end of the year the company was represented by 12 permanent advisory ­offices, in addition to a centrally-located client centre for order processing and investment broking in Stockholm. Our client base remained stable at approximately 53 000 during the year.

The number of permanent employees was 113, compared with 235 a year ago. The number of branch managers, investment ­advisors and client consultants declined by 108 persons, from 184 to 76, during the period. The operating revenues totalled NOK 227 million in 2009, down from NOK 469 million in 2008.

Operating earnings totalled a loss of NOK 15 million, compared with NOK 108 million in 2008.

In Sweden, Acta has marketed and distributed products that contain a bond portion issued by Lehman Brothers Treasury B.V, whose parent company is under bankruptcy protection, totalling more than NOK 1 billion. The products are arranged by Kaupthing­ Bank Sweden and Acta has thus no direct exposure to Lehman­Brothers. This case has been a major strain for clients and the Swedish organisation, and Acta has therefore allocated significant resources to help affected clients to safeguard their investments as well as possible. In February 2010, it was announced that Acta Kapitalforvaltning and Kaupthing Bank hf. had found a solution regarding the bonds that Acta had sold its clients in 2006/2007 issued by Lehman Brothers. The agreement entails that the clients who had financed their investment using loans through Kaupthing and who wish to accept the proposal will repay 60 per cent of their loans to ­Kaupthing in return for Kaupthing taking over the bonds. Taking into account tax effects, this entails just under 50 per cent for the majority of clients. The proposal was generally received positively by our clients and over 80 per cent have accepted Kaupthing’s offer. Around 450 of the clients affected have complained to Acta Kapital­forvaltning and are considering legal action. The company considers­ the risk of such law suits to be relatively limited as Acta Kapitalforvaltning is only responsible for the provision of advice and this was given on an individual basis. This assessment­ is also supported by the fact that in all decisions regarding this case the Swedish National Board for Consumer Complaints (ARN) has found that Acta Kapitalforvaltning is not liable to pay compensation­ to its clients.

No provisions have been made in the accounts for claims by clients related to Lehman Brothers.

ACTA Annual report 2009

37

DIRECTORS’ REPORT

New Markets

Other regulatory matters

The New Markets segment was established at the beginning of 2005, and it focuses on growth opportunities for the company in both new and existing markets. The segment had one employee at the end of 2009, in addition to resources allocated to the ­segment from the rest of Acta. Acta operates in the Danish ­market, and all of Acta’s clients in Denmark are served from the office in Copenhagen, with support from the head office in Stavanger.

Operating earnings totalled a loss of NOK 9 million in 2009, ­compared with a loss of NOK 37 million in 2008.

In the summer of 2009, Acta Kapitalforvaltning received the final reports from both the Financial Supervisory Authority of Norway and the Financial Supervisory Authority of Sweden after the ­inspection of Acta’s operations which had taken place since the autumn of 2008. During the inspection and the following process both countries’ supervisory authorities pointed out issues which they found to be of a serious nature. Acta Kapitalforvaltning ­responded to these reports and initiated measures to ensure ­compliance with the requirements imposed by the authorities.

The ­issues pointed out by the Norwegian FSA have been rectified while there is an ongoing process with the Swedish FSA regard to meeting the requirements in its final report. Acta has and has always had a good and constructive dialogue with both the Norwegian­ and Swedish FSA and works actively to preserve this good relationship­ for the future. Acta has no other outstanding ­issues with the regulatory authorities.

During 2009, the Acta Group strengthened the Compliance function to ensure that the entire group operated within the ­applicable laws and regulations at all times.

Corporate At the end of 2009, Acta Holding ASA had three employees and no operational activities aside from ownership responsibilities, ­important group duties and actively exercising ownership in the subsidiaries. Acta Corporate Services AS had 29 employees at the end of the year including four on leave and provides internal administrative services in accounting, marketing, human resources and IT. Substantial portions of the IT operations have been ­outsourced to external partners. The company has no external revenues, but covers its costs by providing services to all other group entities in accordance with internal service agreements. The combined operating earnings for the segment were negative NOK 9 million, compared with minus NOK 26 million in the previous year, and primarily account for an operating loss in Acta Holding ASA due to costs that have not been allocated to subsidiaries.

Regulatory matters Capital adequacy requirements Acta Holding ASA is subject to capital adequacy requirements on a consolidated basis, cf. Section § 8-12 of the Securities Trading Act. The consolidated requirements for equity and subordinated capital as of 31 December 2010 are estimated based on the highest of the requirements for investment companies plus cover for credit­ risk calculated based on the group’s combined assets. Net equity and subordinated capital is estimated as NOK 256.5 million and shows a surplus of NOK 193.6 million with regard to the government requirement of 8 per cent of the calculation bases. ­Provisional calculations show that there will not be any significant increase in the required consolidated equity and subordinated capital for 2010. Acta Kapitalforvaltning AS returned its licence to provide investment advice in 2009 and is now only authorised to provide order processing with the reduced capital adequacy ­requirements this entails.

Due to the capital adequacy requirements there are restrictions on the opportunities to transfer funds between the companies in the group.

38

ACTA Annual report 2009

Risk assessment The Board of Directors has carried out a review of risk management­ in the Acta Group. The Board of Directors and CEO consider the most significant risk for the Acta Group’s ­operations to be a failure in the advisory processes in that recommended­ investment solutions do not match the requirements of and suitability to the client. Product selection processes where there is a failure in the quality control of fund managers will also represent a risk for the group. An increase in the number of client complaints in general and particularly related to the aforementioned­ products containing bonds issued by Lehman Brothers is also one of the most significant risk factors for the group.

We now see that the number of complaints has fallen following the introduction of new and stricter requirements­for the advisory process. Acta also has significant challenges with regard to improving­its standing and reputation – particularly in the Swedish market. Acta will work hard to ensure good communication with the media, clients and regulatory ­authorities on order to ensure that Acta promotes itself as the ­serious and high quality group we believe ourselves to be.

Strategic risk A decline in the demand for products offered by Acta, whether due to a generally weak market or because of poor reputation, will represent a strategic risk factor for the Group. The same is true of a decline in income in the form of margins lower than desired.

Acta has implemented action plans to counteract the negative ­effects of these risks. Furthermore, the failure of the business ­model itself whereby financial profits are not achieved is a risk that

DIRECTORS’ REPORT

must be classified as strategic. The failure of routines and other conditions of a serious nature at our most important business ­partners, as well as the risk that Acta is unable to comply with the regulatory requirements made of the group at any given time, will also be important strategic risk factors. Acta has detailed these risks in an analysis and considers the strategic risk factors to be manageable.

Operational risk Failures in the most central processes in the group represent an operational risk. Errors in the advice we give to clients, ­transaction errors, products that do not perform as expected as well as errors and failures in computer systems used in the Group are all examples of operational risk. The Acta Group and its subsidiaries have carried out these risk assessments and ­implemented measures to make this risk as low as possible.

Financial risk The Acta Group has little exposure itself to financial instruments.

The group’s liquidity is in the form of bank deposits and/or Norwegian­ government certificates with a short maturity and a very low price risk. The group does not have any interest-bearing debt beyond the aforementioned overdraft facility, and it has thus limited exposure to interest rate risks relating to debt capital.

Otherwise, the financial market risk is primarily limited by the fact that future earnings will be affected by market price ­fluctuations for the company’s products, as well as general market fluctuations. A continuing negative trend in the savings and investment­market in general may result in dissatisfied clients due to the poor return on their invested capital. Such a development may entail a risk of reduced business with existing clients.

An increase in the number of complaints from clients may entail an increased risk of lawsuits, but the risk of class action and such, actually succeeding is ­considered to be relatively limited. Future portfolio revenue will vary with fluctuations in market prices for the client portfolios ­under management. The foreign exchange risk in the Acta Group is largely associated with the fact that a significant portion of the group’s operations are in Sweden. The profit attributable to the Swedish organisation represents around 30 per cent of the group’s operating earnings, compared with around 85 per cent in 2008. The Danish operations represent a relatively limited share of ­Acta’s overall operations. Based on the development and expectations in the foreign exchange and ­interest rate market, the Board of Directors has assessed the ­foreign currency risk to be moderate, and it has no plans for ­currency hedging at the present time.

As of 31 December 2009, Acta Holding ASA had outstanding guarantees valued at around NOK 15 million, in addition to unconditional guarantees for certain property rental agreements entered into by Acta Kapitalforvaltning AS. The rental guarantees have a remaining duration of between one to five

years. The total guarantee obligation for these is NOK 8.3 million.

The risk that contracting parties will not have the financial ­capacity to fulfil their obligations is regarded as relatively low. ­Receivables and accrued revenues totalled NOK 66 million as of 31 December 2009. Losses on receivables have historically been negligible.

Future prospects 2009 was an extremely challenging year for Acta. The group has carried out major adjustments at a time of major uncertainty in the financial markets. A new strategy was decided for the company and the new business model was introduced in August. The entire organisation implemented the restructuring very well, and is now in a good condition with respect to meeting the current market conditions.

The gross subscriptions in the last quarter of 2009 were very satisfactory at over NOK 1 billion. Margins however, were low and not satisfactory. Despite the fact that Acta reported a small deficit for the last quarter of 2009, the Board of Directors and the CEO have great faith in the chosen business model and that this will prove profitable over time.

At the end of 2008, Acta’s analyses showed that the stock market­ was approaching what could be seen as a low point, and the company therefore began to actively advise its clients to increase their exposure to the stock market. Clients who chose to follow this advice can report a good return on their investment in 2009. At the beginning of 2010 Acta’s macro-economists ­believed that a correction could occur in the market and therefore advised clients who had achieved a good return on their fund ­investments in 2009 to realise some of their profits and instead ­focus on investments that are less subject to fluctuations of the ­economic cycle such as for instance real estate and infrastructure.

It is reasonable to assume that a proportion of clients will follow this advice and reallocate some of their assets into alternative ­investment mandates as described above. Acta will continue to develop new savings and investment products to attract more business and add client value to maintain and even increase its market share. The Board and group chief executive expect ­margins to improve compared to the weak figures reported for the last three months of 2009.

During 2009, Acta introduced a product neutral remuneration model which has been welcomed by both clients and employees.

Since the summer of 2009, Acta has been developing a portfolio account where clients will be given the opportunity to pay for ­financial advisory services through an annual management fee based on their assets under management with Acta. Acta believes clients will welcome this neutral and alternative fee structure when it is launched in the course of 2010. By increasing the recurring revenues Acta will further reduce its operational risk.

Throughout 2009, Acta saw consolidation throughout the ­industry. A number of smaller and medium-sized market participants­ decided to either withdraw or sought partnerships

ACTA Annual report 2009

39

DIRECTORS’ REPORT

with larger suppliers of financial advisory services. Acta’s acquisition­ of Axir is an example of this. This acquisition is evidence of Acta’s strong faith in the industry in general and the company in particular. The Board of Directors and the group CEO expect this consolidation to continue in 2010.

Reduced competition from other suppliers of financial advisory­ services combined with advantageous macro-economic indicators are positive factors for Acta’s future operations.

It is fair to assume that savings in alternatives to traditional bank deposit will become even more popular as interest rates are still at a historically low level. Furthermore, Acta believes that the ­population in Scandinavia will have to take greater responsibility for savings for retirement, as governments will face difficulties meeting future pension needs on their own. Acta is well ­represented and has a good foothold in this market, and has a tradition for being a competitive supplier of financial advisory service to the population in one of the wealthiest regions in the world.

The Board of Directors and the group CEO are expecting a good long-term market for Acta’s savings and investment ­products. As one of the dominant market players in Scandinavia, and with Europe’s most attractive clients in our catchment area, we have a solid foundation for profitable operations in both the medium and long-term perspective.

Acta believes there are favourable investment opportunities in today’s market situation and that Acta is well-equipped to identify and commercialize these possibilities.

Acta will introduce initiatives that together with measures ­already implemented will allow Acta to take a greater part in the value chain and thus improve profits. Plans include the ­establishment of a corporate finance department to strengthen product development and the adaptation of different investment products.

Profitability There is sound cost control throughout the group and the Board of Directors will continue to focus on this in the future. However the major focus for the future will be income-generating activities

and measures. Assuming that current market conditions continue, the Board of Directors expects Acta to improve profitability in 2010.

Dividend For the 2009 financial year, the Board of Acta Holding ASA has proposed not to pay dividend to its shareholders. The company’s dividend policy remains unchanged from 2008, and it aims to pay out the highest possible share of the net income as dividends, ­taking into account legal requirements as well as financial solidity and liquidity needs. Considerations of liquidity and capital ­adequacy requirements were the key reasons for the proposal not to pay dividend for the 2009 financial year.

Distribution and appropriations - Acta Holding ASA The Board of Directors proposes that the net income of NOK -28 669 thousands for 2009 should be distributed as follows: All amounts in thousands of NOK Dividend

NOK

Appropriated from other reserves

NOK 28 669

Total appropriations NOK 28 669

As of 31 December 2009, Acta Holding ASA had NOK 203 920 thousands in distributable equity.

We hereby confirm that to the best of our knowledge the ­annual accounts for the period from 1 January to 31 December 2009 have been prepared in accordance with IFRS and NGAAP and that the information gives a true and fair view of the company’s and group’s assets, liabilities, financial position and profit or loss as a whole and that the information in the Directors’ report gives a true and fair view of the development, profit or loss and financial position of the company and the group, together with a description of the principal risks and uncertainties facing the company and the group.

Stavanger, 26 March 2010

40

Alfred Ydstebø Chairman of the Board

Stein Aukner Vice Chairman

Ellen Math Henrichsen Member of the Board

Harald Sig. Pedersen Member of the Board

Ragnhild Kvålshaugen Member of the Board

Geir Inge Solberg CEO

ACTA Annual report 2009

0

acta group - consolidated income statement - ifrs

ACTA GROUP CONSOLIDATED INCOME STATEMENT – 1 JANUARY–31 DECEMBER – IFRS Note

2009

2008

Operating revenues

2

489 382

937 567

Wages and salaries

3

301 542

507 118

All amounts in thousands of NOK

Depreciations

6, 7

23 186

18 885

Write-downs

7

3 523

920

Other operating expenses

4

197 249

285 723

Total operating expenses

525 501

812 646

Operating income

-36 119

124 921

Financial income

4

8 450

50 758

Financial expenses

4

17 391

11 505

-8 941

39 252

-45 059

164 173

-8 691

52 750

-36 369

111 423

-339

2 796

-36 708

114 219

Net financial items Net income before taxes Income taxes

13

Net income Currency translation differences Comprehensive income for the year Earnings per share

9

-0.14

0.44

Earnings per share, diluted

9

-0.14

0.44

19.3%

32.1%

Effective tax rate

ACTA Annual report 2009

41

acta group - consolidated balance sheet - ifrs

ACTA GROUP CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER – IFRS All amounts in thousands of NOK

Note

2009

2008

Assets Non-current assets Goodwill

6

6 131

6 131

Other intangible assets

6

46 147

42 295

Deferred tax assets Property, plant and equipment

13

12 585

6 144

7

18 831

35 627

83 693

90 196

Total non-current assets Current assets Current receivables

66 109

84 652

66 109

84 652

Bank deposits

261 520

439 417

Total bank deposits and short-term investments

261 520

439 417

Total current assets

327 629

524 069

Total assets

411 322

614 266

Total receivables

42

ACTA Annual report 2009

11

acta group - consolidated balance sheet - ifrs

ACTA GROUP CONSOLIDATED BALANCE SHEET AS OF 31 DECEMBER – IFRS All amounts in thousands of NOK

Note

2009

2008

45 303

45 303

11 168

11 168

Equity and liabilities Equity Share capital

9

Share premium account Other paid-in equity

1 075

0

Total paid-in equity

57 546

56 471

Other reserves

263 812

300 521

Total retained earnings

263 812

300 521

Total equity

321 358

356 992

Liabilities 14 158

12 760

Debt to credit institutions

Accounts payable 17

0

34 841

Taxes payable

13

0

89 978

18 089

29 661

57 716

90 034

Total current liabilities

89 963

257 274

Total liabilities

89 963

257 274

411 322

614 266

Taxes and public fees payable Provisions and other current liabilities

Total equity and liabilities

12

ACTA Annual report 2009

43

acta group - consolidated statement of changes in equity - ifrs

ACTA group consolidated statement of changes in equity – IFRS

All amounts in thousands of NOK

Share ­capital

Share ­premium ­account

Other paid-in equity

Currency translation difference 1)

Uncovered losses/other equity

Total equity

Balance sheet as of 1 January 2008

45 303

11 168

0

1 380

826 714

884 566

2 796

111 423

114 219

-641 793

-641 793

Profit for the year Dividends paid to shareholders (paid in 2008) Balance sheet as of 31 December 2008

45 303

11 168

0

4 176

296 344

356 992

Balance sheet as of 1 January 2009

45 303

11 168

0

4 176

296 344

356 992

-339

-36 369

-36 708

Comprehensive income for the year (before appropriations) Stock options to employees Balance sheet as of 31 December 2009

1 075 45 303

11 168

1 075

1 075 3 837

259 975

321 358

1) The currency translation difference is attributed to the translation from SEK to NOK of assets and liabilities belonging to Acta Kapital­ forvaltning AS’ Swedish branch, Acta Försäkringsplanering AB’s and Acta Asset Management AS’ operations in Sweden, and translation from DKK to NOK of assets and liabilities belonging to Acta’s business in Denmark.

44

ACTA Annual report 2009

actakonsernet - consolidated cash flow statement - ifrs

ACTA GROUP CONSOLIDATED CASH FLOW STATEMENT – IFRS All amounts in thousands of NOK

2009

2008

Operating activities Net income before taxes on ordinary activities

-45 059

164 173

Taxes paid in reporting period

-89 978

-315 675

Depreciation and write-downs

26 710

19 805

1 388

0

Stock options charged against income Change in accounts payable Change in other accruals Net cash flow from operating activities

1 398

-7 863

-21 037

-342 855

-126 580

-482 415

Investing activities Payments for acquisition of fixed assets

-16 137

-45 911

Payments for investments in subsidiaries

0

-337

Net cash flow from investing activities

-16 137

-46 248

Financing activities Payment of dividends

0

-641 793

Net cash flow from financing activities

0

-641 793

-142 717

-1 170 456

404 576

1 572 236

-339

2 796

261 520

404 576

60 000

29 859

Net change in bank deposits, short-term investments, etc.

Bank deposits, short-term investments, etc. as of 01.01.

Effect of exchange rate fluctuations on cash and cash equivalents Bank deposits, short-term investments, bank overdrafts, etc. as of 31.12.

Unused overdraft facilities

ACTA Annual report 2009

45

ACTA GROUP - contents NOTES TO the CONSOLIDATED ACCOUNTS - ifrs

CONTENTS.

46

47

Note 1 Accounting policies

52

Note 2 Segment information

54

Note 3 Wages and salaries, number of employees, remuneration, loans to employees, etc.

57

Note 4 Combined items in the profit and loss statement

57

Note 5 Financial instruments

58

Note 6 Goodwill and other intangible assets

59

Note 7 Fixed assets

60

Note 8 Shares in subsidiaries

61

Note 9 Share capital and shareholder information

62

Note 10 Dividend

62

Note 11 Current receivables

62

Note 12 Provisions and other current liabilities

63

Note 13 Tax expenses

64

Note 14 Related parties

64

Note 15 Financial risk

65

Note 16 Equity and subordinated capital and capital adequacy - Acta Group

65

Note 17 Assets pledged as collateral and guarantees

66

Note 18 Exit liability for long-term unit-linked savings agreements in Sweden

66

Note 19 Events after the date of the balance sheet

ACTA Annual report 2009

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

NOTES TO CONSOLIDATED ACCOUNTS - ifrs.

Note 1 Accounting policies 1.1 Basis of preparation for consolidated accounts

The consolidated financial statements have been prepared in ­accordance with the International Financial Reporting Standards (IFRS) and interpretations laid down by the International ­Accounting Standards Board (IASB), which have been approved by the EU. The annual accounts consist of the Acta Group’s income statement, balance sheet, consolidated statement of changes in equity, cash flow statement and notes. The annual accounts constitute a whole, and have been compiled in accordance with the historical cost principle with the exception of cases that are described below.

The address of the head office of Acta Holding ASA is ­Børehaugen 1, 4006 Stavanger, Norway. The annual accounts were approved by the Board on 26 March 2010.

The accounting principles that are stated below have been ­applied consistently for all the periods presented in the consolidated­ accounts.

1.2 Consolidation principles The consolidated accounts include the parent company, Acta Holding ASA, and the companies that Acta Holding ASA controls.­ Such control exists when the parent company has a decisive direct or indirect influence on the financial and operational management of the subsidiaries, and thereby benefits from their activities. When assessing control, potential voting rights that can immediately be exercised or converted are taken into account.

The subsidiaries’ financial accounts are included in the consolidated­accounts from the date the control is achieved and up to its cessation. Companies that are included in the consolidation are listed in Note 8. Intercompany accounts and any unrealised gains and losses or revenue and expenses arising from transactions within the group are eliminated during the preparation of the consolidated­accounts.

The consolidated accounts have been drawn up on the basis of uniform principles by applying the same accounting principles in the subsidiaries as in the parent company.

Shares in subsidiaries have been eliminated. The historical cost is applied to identifiable assets and liabilities in subsidiaries, which are recorded in the consolidated accounts at cost price for the group. The difference between the purchase sum for the shares and the group’s share of the acquired company’s equity on the purchase date is analysed and attributed to assets and liabilities in the subsidiary. Any residual value is treated as goodwill in the consolidated accounts.

1.3 Estimates and assessments Preparation of the consolidated accounts in accordance with IFRS includes assessments, estimates and prerequisites that affect what accounting principles are applied and the reported amounts for assets, liabilities, income and expenses. The actual amounts may deviate from the estimated amounts.

Estimates and the underlying amounts are reviewed and assessed­ continuously. Changes to accounting estimates are recognised­ in the accounts during the period in which they occur and all future periods that are affected.

The areas with significant estimate uncertainty, as well as the prerequisites and assessments for the application of the group’s accounting principles, are described in the following notes: - Note 3 – Share-based payment/share options - Note 6 – Goodwill and other intangible fixed assets - Note 7 – Classification of lease agreements - Note 13 – Application of tax loss to be carried forward - Note 18 – Exit liability for long-term unit-linked savings

agreements

1.4 Foreign currency Transactions in foreign currency are translated at the exchange rate in effect on the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies­ are translated into Norwegian kroner using the ­exchange rate in effect on the balance sheet date. Currency gains/ losses arising from translation are included in the profit and loss statement. Non-monetary assets and liabilities that are measured at historical cost in foreign currency are translated at the exchange rate in effect on the date of the transaction. Non-monetary assets and liabilities with a nominal value in foreign currencies, which are stated at fair value, are translated into Norwegian kroner by using the exchange rate in effect on the date the fair value was determined.­

1.5 Translation of foreign units The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising from consolidation, are translated­ into Norwegian kroner at the foreign exchange rates in effect on the balance sheet date. The revenues and expenses of foreign operations are translated into Norwegian kroner at rates approximating the foreign exchange rates in effect on the dates of the transactions.

Foreign exchange differences arising from translation are specified­as a translation difference in the equity. They are recognised­ in the profit and loss statement upon disposal of the foreign unit.

1.6 Revenue Revenue is recognised in the profit and loss statement when it is earned. Revenue from the sale of services is normally recorded on the date of delivery.

Commission earnings on subscriptions to funds, insurance (unit-linked), real estate shares, and shares in shipping, private equity,­ infrastructure and renewable energy companies are recognised­when written agreements have been made with clients and clients’ payment of the agreed subscription amount and commission­ have been confirmed. Revenue from subscriptions of index-linked products with guarantees is recognised when

ACTA Annual report 2009

47

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

binding­agreements have been made with the clients.

Recurring revenue and management fees are recognised continuously­ on the basis of estimated income. Estimates are based on a calculated average of the portfolio of the fund supplier and the commission rate in question pursuant to the agreement.

Fees from real estate, shipping, private equity, infrastructure and renewable energy syndication are recognised as income when the fees have been earned in accordance with agreements.

Performance-based fees are recognised when the portfolios are liquidated.

Structural margins from guaranteed index-linked products are posted as revenue when the underlying hedging instruments are traded and margin calculations have been finalised.

Dividends are recognised when the right to receive payment has been established. Income from interest and other financial ­income are recognised as they accrue.

1.7 Expenses Expenses are generally accrued as the goods or services are ­received. Commission-based remuneration to advisors is recognised­ when a payment commitment arises in accordance with agreements and it is probable that the remuneration will be paid. Interest expenses and fees are recognised as they are ­incurred.

1.8 Provisions Provisions are charged to the accounts when the group has an obligation­ generated by a previous incident, it is probable that there will be a financial settlement resulting from this obligation, and the size of the amount can be measured reliably. If the effect is material, the provision will be calculated by discounting anticipated­ future cash flows with a pre-tax discount rate that ­reflects the market’s pricing of the time value of money and, if relevant, the risks specifically linked to the obligation.

Restructuring provisions are included when the group has ­approved a detailed and formal restructuring plan, and the ­restructuring has either started or been announced.

1.9 Defined-contribution pension schemes Commitments to make contributions to such pension schemes are recognised as costs in the profit and loss statement when they are incurred.

1.10 Share-based payment transactions Employee options are measured at fair value at the time of allotment­. The options are valued in accordance with the Black and Scholes model. The estimated value is recognised as a personnel­ expense set-off against other equity paid in. The ­expense is allocated over the period until the employee earns an unconditional right to the shares.

48

ACTA Annual report 2009

1.11 General rules for valuation and classification of assets and liabilities Assets that are expected to be realised in the group’s ordinary operational­ cycle or within twelve months of the balance sheet date, and assets in the form of cash or cash equivalents, are classified­ as current assets. All other assets are classified as fixed assets.

Liabilities that are expected to be settled in the enterprise’s ­ordinary operational cycle, which fall due for settlement within twelve months of the balance sheet date, or in cases where the group does not have an unconditional right to postpone the settlement­ of the liability for at least twelve months after the balance­ sheet date, are classified as current liabilities. All other ­liabilities are classified as non-current liabilities.

1.12 Fixed assets Assets are depreciated on a straight-line basis over their economic useful life and are charged to the profit and loss statement. ­Estimated economic life is as follows: • machinery and equipment 3–5 years • fittings and fixtures 4–7 years Leasehold improvements are classified as a fixed asset and included­ under the fixed assets item on the balance sheet. Leasehold ­improvements are depreciated over the duration of the lease.

Expenses incurred for the replacement of parts of property, plant and equipment are included in the value recorded on the balance sheet for a unit of real estate, plant or equipment when such expenses are assumed to give the enterprise future financial benefits related to the replacements, and the expenditure on the replaced parts can be measured in a reliable manner. All other expenses are included in the profit and loss account in the period they are incurred.

When various parts of equipment have a different economic life, they are accounted for separately. Residual value is reassessed annually if it is not insignificant.

The book value of fixed assets which are depreciated are tested for possible decline in value if there are indications of a permanent fall in value. If the book value of a fixed asset is higher than the recoverable value of the asset, the fall in value is taken against income. The recoverable value is the highest of the net sales value and utility value of the asset. Tangible fixed assets are grouped and valued at the lowest level for measuring cash flows.

If a need for depreciation is identified, the fixed assets will be valued at the lowest of book value and recoverable value.

1.13 Intangible assets Goodwill is recognised on the balance sheet at historical cost less any accumulated impairment losses. Goodwill is distributed among cash flow generating units and tested annually for

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

impairment­ in value. Negative goodwill from acquisitions is ­included directly in the profit and loss statement.

Other acquired intangible assets are recognised on the balance sheet at historical cost, less accumulated depreciation and impairment­losses. Tests for a possible decline in value are carried out at the end of each year.

Subsequent expenses relating to intangible assets recorded on the balance sheet are recognised only when they increase the future economic benefits related to this asset. All other expenses are charged to the profit and loss statement in the period they are incurred.

Depreciation is calculated from the date assets are available for use, and are recognised in the profit and loss statement on a straight-line basis over the estimated useful life of the intangible­assets, unless such life is indefinite. Methods for writing off, lifetimes and residual values are reviewed annually, and are modified as necessary.

On the balance sheet, estimations are made as to whether there are indications of depreciation connected with balanced values of non-financial assets, with the exception of assets with deferred tax.

If such indications are present, the asset’s recoverable value is estimated. For goodwill and immaterial assets which are not as yet available for use, or which have an undefined useable lifetime, the recoverable value is estimated at the same time every year.

Recoverable value for an asset, other than cash-generating units, is the highest user value and actual value less sales expenses. In estimating user value, the estimated future cashflows are discounted to current values with a market-based pre-tax discounting rate. Rates take into account the time value of monies and asset-specific risks.

With the goal of testing depreciation, assets which are not tested individually are grouped into the smallest identifiable group, or groups, of assets. In carrying out a test for the higher limit for an operational segment through estimation of depreciation on goodwill, the cash-generating units to which the goodwill is allocated are combined, so that the level of depreciation tested reflects the lowest level at which goodwill is monitored for internal reporting targets. Goodwill is allocated to the cash-generating unit which is expected to gain the advantage of the synergy connected to the merger.

Depreciation is included in the results if the balanced value for an asset or cash-generating unit exceeds limited recoverable values. With calculation of depreciation connected with cashgenerating units, the balanced value of any goodwill is reduced first. Thereafter any recoverable value proportionate to the remaining assets in the unit is apportioned.

Loss due to depreciation of goodwill is not reversed. Other assets are assessed on the balance sheet as to whether there are indications of losses through depreciation are no longer present or are reduced Loss through depreciation is reversed if estimates in the calculation of the recoverable value have changed Reversing

can take place only until the reversed balanced value equals the value which would not have been balanced, net after writing down, if loss through depreciation has not previously been accounted for.

1.14 Financial instruments Loans, receivables and other liabilities are recognised in the profit and loss statement at the amortised cost. Income and expenses are calculated according to the internal rate of return method by ­calculation of the commitment’s internal rate of return. The internal­rate of return is determined by discounting the contractual­ cash flows during the expected duration. The amortised cost is the present value of such cash flows discounted by the internal rate of return.

1.15 Taxes Income tax on the profit for the period consists of tax payable and the change in deferred tax. Income tax is recognised in the profit and loss statement with the exception of tax on items that are charged directly to equity. The tax effect of the latter items is charged directly to equity.

The tax payable constitutes the expected tax payable on the taxable profit for the year using the rates prevailing on the balance sheet date, plus any corrections to tax payable for previous years.

Deferred tax is allocated on the basis of the balance sheet liability­method by taking into consideration temporary differences­ between the value of assets and liabilities recorded on the balance sheet in the financial reporting and tax values. Consideration is not given to temporary differences related to goodwill that are not tax deductible, the original inclusion of assets or liabilities that do not influence the financial or tax result, and differences related to ­investments in subsidiaries that are not expected to be reversed in the foreseeable future. Allocation to deferred tax is based on ­expectations regarding the realisation of or settlement for asset or liability values recorded on the balance sheet, and it is estimated on the basis of the tax rates applicable on the balance sheet date.

Deferred tax assets are only included if it is probable that the assets can be utilised through future taxable income. Deferred tax assets are reduced if it is no longer probable that they will be realised.

1.16 Leasing agreements The Acta Group’s leasing agreements are accounted for in accordance­with the following rules:

Operational leasing agreements Leasing agreements where the major part of the risk and return that is associated with the asset is not transferred to the group are classified as operational leasing agreements. The rent payments are classified as operational expenses and are recorded linearly in the profit and loss account over the term of the agreement.

ACTA Annual report 2009

49

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

1.17 Segment reporting The companies carry out geographical segment reporting. This segmentation is in line with the method Group management uses to report figures and evaluate them. The accounting policies for segment reporting are otherwise the same as used in the consolidated­ accounts. Transactions between different segments are valued using the arm’s length principle.

1.18 Changes to accounting policies and notes Changes to accounting policies: In 2009 the Group adopted the following new and amended standards:

Amendment to IFRS 2 Share-based Payment - Group Cash-settled Share-based Payment Transactions The amendments to IFRS 2 expand on the guidance related to cash-settled share-based payment transactions. The definition of share-based payment has also been changed. In addition to incorporating IFRIC 8, ‘Scope of IFRS 2’, and IFRIC 11, ‘IFRS 2 – Group and treasury share transactions’, IFRIC 8 and 11 are withdrawn. The amendment is set to come into effect on 1 January 2010 but has yet to be approved by the EU. The group expects to adopt the amendment as of 1 January 2010. The new guidance is not expected to have a material impact on the group’s financial statements.

IFRS 3 (revised) Business combinations IFRS 7 Financial Instruments: Disclosures (amendment) The amendment requires enhanced disclosures about fair value measurement and liquidity risk. In particular, the amendment ­requires disclosure of fair value measurements by level of a fair value measurement hierarchy. As the change in accounting policy only results in additional disclosures, there is no impact on ­earnings per share.

IAS 1 Presentation of Financial Statements (revised) The revised standard requires ‘non-owner changes in equity’ to be presented separately from owner changes in equity in a statement of comprehensive income. As a result the group presents in the consolidated statement of changes in equity all owner changes in equity, whereas all non-owner changes in equity are presented in the consolidated statement of comprehensive income. Comparative information has been represented so that it also conforms with the revised standard. As the change in accounting policy only impacts presentation aspects, there is no impact on earnings per share.

IFRS 9 Financial instruments IFRS 9 replaced the classification and measurement rules in IAS 39 Financial Instruments – Recognition and Measurement. ­According to IFRS 9, financial assets that contain standard loan terms must be measured at amortised cost, unless one chooses to record them at fair value, while other financial assets shall be measured at fair value. IFRS 9 (R) is due to enter into effect on 1 January 2013, but has yet to be approved by the EU. The group expects to adopt the amendment as of 1 January 2013.

IFRS 2 Share-based Payment (amendment)

IAS 24 (revised) Related Party Disclosures

This amendment deals with vesting conditions and cancellations.

It clarifies that vesting conditions are service conditions and performance conditions only. Other features of a share-based payment are not vesting conditions. These features would need to be included in the grant date fair value for transactions with employees and others providing similar services; they would not impact the number of awards expected to vest or valuation there of subsequent to grant date. All cancellations, whether by the entity or by other parties, should receive the same accounting treatment. The amendment does not have a material impact on the group or company’s financial statements.

In relation to the current IAS 24 the revised standard contains a clarification and simplification of the definition of related parties.

IAS 24 (revised) is due to enter into effect on 1 January 2011, but has yet to be approved by the EU. The group expects to adopt the revised IAS 24 as of 1 January 2011.

1.19 Implementation of IFRS Accounting policies and note information from the following IFRS and IFRIC interpretations have not been applied for preparation of the consolidated accounts as of 31 December 2009:

50

Compared to the current IFRS 3, the revised standard introduces certain changes and clarifications as regards the application of the acquisition method. Specific matters that are addressed include goodwill in connection with step acquisitions, minority interests and contingent considerations and acquisition costs. Acquisition costs apart from share issue and loan financing expenses are to be expensed immediately. IFRS 3 (R) is due to enter into effect on 1 July 2009. The group plans to apply IFRS 3 (R) as from 1 January 2010.

ACTA Annual report 2009

IAS 27 (revised) Consolidated and Separate Financial Statements In relation to the current IAS 27 the revised standard provides further guidance as to the accounting for changes in an ownership interest in a subsidiary and for the disposal of a subsidiary. The introduction of the revised standard entails that when the group loses control of a subsidiary any remaining ownership interest in the former subsidiary must be measured at fair value and the profit or loss be included in the income statement. In addition the current rules related to the allocation of loss between the majority and minority interest have also been amended to the effect that

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

any deficit is to be charged to the non-controlled ownership interest (minority interest) even if this results in the latter having a negative balance. The revised standard is due to enter into effect on 1 July 2009. The group expects to adopt IAS 27 (R) as of 1 January 2010.

IASB’s annual improvement project Through its annual improvement project the IASB has adopted amendments to a number of standards. These amendments will enter into force with effect from the 2010 financial year. These amendments have yet to be approved by the EU.

IFRS 2 Share-based Payment: Deposits made when establishing a jointly-controlled unit and for business combinations under the same control are outside the area of application of IFRS 2.

IFRS 8 Operating Segments: Clarification is now included of the fact that only segment assets and liabilities that report specifically for internal decision-making purposes have to be detailed in the segment information.

IAS 7 Statement of Cash Flows: Clarification is included that only expenses entered in the balance sheet must be included in the cash flow from investment activities.

IAS 17 Leases: The specifics of the criteria for classification as a financial lease agreement for land is removed.

IAS 18 Revenue: Further guidance is included for the assessment of whether an ­entity is acting as a principal or as an agent.

IAS 36 Impairment of Assets: Clarification is included that an operating segment is the highest level at which goodwill can be allocated in a business combination.

IAS 38 Intangible Assets: Clarification is included that if an intangible asset is only identifiable­ together with another intangible asset the two can be presented as one asset provided that the period of use is ­approximately the same.

The information that is reported is the information that the Acta management uses internally to evaluate the results of the segment and determine how resources are to be allocated to the segments.

For the purposes of internal and external reporting, the group’s segmentation is geographical. Acta is currently engaged in ­business activities governed by the Norwegian Securities Trading Act that involve marketing, distribution, advisory services, execution of orders, trading and settlement of investors’ portfolios of financial products in Norway and Sweden. In ­Sweden, Acta is licensed as a Swedish insurance broker.

The group uses three cost groups: variable, activity-based and fixed costs. These are broken down further into costs related to salaries and personnel and other costs. Variable costs include the costs that are closely and directly related to sales revenues, as well as bonuses and other performance-based remuneration of the group’s employees. The activity-based salary and personnel ­expenses are related to recruitments, personnel development and other expenses associated with personnel-related activities. Other activity-based operating expenses cover various marketing activities,­ client recruitment, travel, legal and consulting fees, as well as various expenses that vary in relation to the group’s level of activity. Fixed expenses consist of fixed salaries paid to the group’s employees, leasing of premises and equipment, auditor’s fees, contractual IT expenses, insurance and other expenses related­ to agreements entered into, and they vary to a lesser extent with short-term fluctuations in the group’s level of activity. The group reports the net financial results for the segments in accordance with the internal reporting routines.

Transaction revenue is divided into two groups: revenue from securities funds and insurance and income from other investment products. Other investment products include real estate, shipping, infrastructure, private equity, renewable energy, hedge funds, bonds and index-linked bonds.

In 2005 the company established a new segment, New ­Markets.

This segment works on growth opportunities for the company in both new and existing markets. This segment is in principle not subject to reporting requirements, but information has also been prepared for this segment as well to provide a better overall view.

Corporate eliminations include group administration and internal administrative services within finance, accounting, human ­resources, IT and marketing. This segment has no external ­income.

It covers its costs, however, by providing services to other segments through internal service agreements entered into based on the arm’s length principle. Financial information on the segments is given on the next pages.

Note 2 Segment information Geographic segments IFRS 8 was implemented for segment reporting for the 2007 ­financial year. The accounting standard requires that the group uses a management approach for the identification of the ­segments.

ACTA Annual report 2009

51

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 2 Segment information (continues)

All amounts in thousands of NOK

Acta Norway

Acta Norway

Acta Sweden

Acta Sweden

2009

2008

2009

2008

Revenues from funds and insurance

29 070

15 532

78 478

53 316

Revenues from other investment products

56 251

265 035

30 953

280 741

176 314

186 509

116 304

133 239

Recurring revenues Other revenues Total operating revenues Variable salary and personnel expenses Other variable operating expenses Total variable expenses Activity-based salary and personnel expenses

689

1 130

1 294

1 688

262 324

468 205

227 029

468 985

20 783

65 285

22 348

87 622

58

-369

1 228

-1 836

20 841

64 916

23 576

85 786

6 514

20 096

7 857

18 446

Other activity-based operating expenses

32 476

77 191

33 950

64 307

Total activity-based expenses

38 990

97 286

41 808

82 753

106 397

169 384

100 466

149 455

Fixed salary and personnel expenses Other fixed operating expenses Total fixed expenses Depreciation Write-downs

91 621

54 447

70 470

37 302

198 018

223 831

170 936

186 757

4 888

2 993

4 666

5 322

79 179

-14 954

2 527

Operating earnings

-2 940

996 108 366

Net financial position

-8 581

33 884

-3 106

992

Tax costs

-2 288

34 400

-7 771

35 056

Annual results

-9 233

78 663

-10 289

74 302

21 062

26 675

11 836

13 675

Other information Segment assets Fixed assets

44 296

70 887

17 641

10 019

Bank deposits and government certificates

Current receivables

198 404

399 463

28 700

35 888

Total assets

263 762

497 025

58 177

59 582

Segment liabilities Taxes and public fees payable

9 955

18 758

4 221

8 639

Other current liabilities

31 387

102 472

22 983

19 127

Total liabilities

41 342

121 230

27 204

27 765

282

9 355

103

6 551

Investments in fixed assets 1)

52

Including eliminations

ACTA Annual report 2009

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

New Markets

New Markets

Corporate 1)

Corporate 1)

Total Group

Total Group

2009

2008

2009

2008

2009

2008

1

35

107 550

68 884

19

397

87 223

546 173

17

101

292 635

319 849

-8

-156

1 975

2 662

29

377

0

0

489 382

937 567

14

1 689

2 980

6 268

46 125

160 863

0

0

0

0

1 286

-2 204

14

1 689

2 980

6 268

47 411

158 659

57

2 249

997

1 958

15 425

42 749

1 402

9 540

9 401

7 649

77 229

158 687

1 459

11 790

10 397

9 607

92 654

201 437

4 612

16 808

29 280

-32 142

240 754

303 505

2 436

5 497

-46 555

31 994

117 972

129 240

7 048

22 305

-17 275

-148

358 727

432 745

441

1 431

13 191

10 059

23 186

19 805

-8 933

-36 839

-9 292

-25 786

-36 119

3 523 124 921

-176

-1 166

2 923

5 543

-8 940

39 252

2 832

-10 646

-1 464

-6 061

-8 690

52 750

-11 942

-27 360

-4 906

-14 182

-36 368

111 423

108

1 662

54 075

48 184

87 081

90 196

0

8

4 172

3 738

66 109

84 652

985

938

33 430

3 129

261 520

439 417

1 094

2 608

91 677

55 050

414 710

614 266

237

0

3 677

2 265

18 090

29 661

201

1 390

17 303

104 624

71 874

227 613

438

1 390

20 980

106 889

89 964

257 274

0

1 186

15 753

29 156

16 137

46 248

ACTA Annual report 2009

53

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 3 Wages and salaries, number of employees, remuneration, loans to employees, etc.

2009

2008

Wages and salaries

203 071

331 897

Bonus/profit sharing

All amounts in thousands of NOK

10 526

23 040

Pension costs, contribution plans

9 056

10 993

Calculated advantage of stock option programme

1 025

0

Employer’s National Insurance contributions

49 453

77 584

Other benefits

28 411

63 603

301 542

507 118

338

554

Total Average number of full-time equivalents

Pension scheme contributions

Bonus/ profit sharing 3)

Period

Salary/ 1) Directors’ fees

CEO (from August)

2009

875

17

-

Investment Director

2009

863

24

400

5

Investment Director

2008

1 458

39

9 472

16

CFO

2009

1 215

40

20

13

2008

1 204

39

2 612

15

2009

338

9

2009

965

2009

338

20

7

2009

439

17

9

2009

542

17

2009

503

Benefits to employees in leading positions and Board members in 2009 All amounts in thousands of NOK Geir Inge Solberg

Christian Tunge Jostein Viken

Managing Director (from October)

Christian Kvist 2)

Managing Director (VD)

Other benefits 3

2

Acta Asset Management AS 209

Acta Försäkringsplanering AB Sveinung Byberg

Managing Director (from September) Acta Kapitalforvaltning AS

Morten Flørenæss

Managing Director (from August) Acta Corporate Services AS

Tom Pettersen

Advisory Director (from March)

516

15

Norway Mathias Andersson 2)

Advisory Director (from March)

4

Sweden Alfred Ydstebø 4) Stein Aukner Ellen Math Henrichsen Harald Sigurd Pedersen

Chairman of the Board

2009

313

Acta Holding ASA

2008

250

Vice Chairman of the Board

2009

250

Acta Holding ASA

2008

150

Member of the Board

2009

188

Acta Holding ASA

2008

150

Member of the Board

2009

7

Acta Holding ASA Ragnhild Kvålshaugen

Member of the Board

2009

150

Acta Holding ASA

2008

150

1) Salary/directors’ fees etc. are shown for the period in which the leading employee held his/her position. 2) Amount translated from Swedish to Norwegian kroner using an exchange rate of 83.259. 3) 2008: Includes distributions from the “K2” incentive programme in April 2008. The costs of the programme are accounted for over the duration of the programme from 2005 to 2007. 4) Alfred Ydstebø has a consultancy agreement with Acta Holding ASA. See also Note 14 Related parties.

54

ACTA Annual report 2009

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Benefits paid to employees in leading positions Remuneration for the CEO is set by the Board’s compensation committee, which also sets the guidelines for the remuneration for other employees in leading positions, including both the level of fixed salary and the principles for and scope of bonus schemes.

Employees in leading positions have ordinary bonus agreements, with limits that are set on an annual basis, normally between 40 and 100 per cent of their base salary, dependent on their position. If targets are revised or results are better than budgeted, bonuses may be set at up to 150 per cent of the bonus limit. Estimated bonuses earned are charged as an expense on an ongoing basis.

The Board of Directors of Acta Holding ASA decided to replace the cash-based “K3” incentive programme that was launched in 2008 with a long-term incentive programme, including share options, covering all Acta employees.

Benefits paid to employees in leading positions and Board members who left the Group in 2009 Period

Salary/ 1) Directors’ fees

Pension scheme contributions

Bonus/ profit sharing 3)

Other benefits

until Aug. 09

3 401

40

680

9

Acta Holding ASA

2008

2 111

39

14 955

53

Managing Director

until Aug. 09

1 822

40

500

5

Acta Kapitalforvaltning AS

2008

1 770

39

9 541

40

Country Manager, Sweden

until March 09

1 557

18

2008

1 118

60

9 278

33

1 938

119

All amounts in thousands of NOK Simen Mørdre 4) Robert C. Aakre 5) Jan Karlsson 3) 6)

CEO

Peter Egholm Jensen 3) 7)

Country Manager, Denmark

until Aug. 09

1 890

162

2008

1 421

150

Marit Arnstad

Member of the Board

until May 09

38

2008

150

Salary/directors’ fees etc. are shown for the period in which the leading employee held his/her position. 2) 2008: Includes distributions from the “K2” incentive programme in April 2008. The costs of the programme are accounted for over the duration of the programme from 2005 to 2007. 3) 2009 amount translated from Swedish to Norwegian kroner using an exchange rate of 83.259 and from Danish Kroner using an exchange rate of 118 795.

4) As previously agreed ordinary monthly salary was paid for the whole of 2009. In addition Mørdre is entitled to severance pay of NOK 2 550 000, of which 50% was paid in August 2009 (presented under ”Wages and salaries”) and the remainder in January 2010. 5) As previously agreed ordinary monthly salary was paid for the whole of 2009. In the same way, as previously agreed ordinary monthly salary will be paid for the whole of 2010 thereby totalling NOK 1 800 000 on certain conditions. The Group has no obligations over and above this. 6) In addition to ordinary monthly salary until the final day of employment, in 2009 severance pay of the equivalent of 14 months’ salary totalling SEK 1 540 000 was paid. 7) As previously agreed ordinary monthly salary was paid for the whole of 2009 in addition to retained vacation pay. At the end of 2009 there were no outstanding liabilities.

1)

The CEO and CFO of the Acta Group and the Managing Director of the subsidiary Asset Management AS have agreements that provide 18 months’ severance pay, Country Manager Norway and Marketing Director have an agreement that provides 12 months’ severance pay if their employment is terminated without a valid reason or as a result of major changes in their duties, due, for example, to a merger or acquisition. No members of the Board or other leading employees have severance pay agreements.

Former CEO Simen Mørdre, former Managing Director of the subsidiary Acta Kapitalforvaltning AS, Robert C. Aakre and former Country Manager in Denmark, Peter Egholm Jensen left the Group during the summer/autumn of 2009. Mørdre, Aakre and Jensen received ordinary monthly salary for the rest of 2009. In addition to this Mørdre received severance pay equal to 13 months’ ­salary, while Aakre will receive ordinary monthly salary for the whole of 2010. Jensen will not receive further benefits in 2010.

The Acta Group established a defined contribution pension scheme for all permanent employees in Norway and Sweden as of 1 January 2005. The contribution percentage for 2009 was four per cent of fixed salaries between 1G–6G and six per cent of fixed ­salaries between 6G–12G in Norway. In relation to the mandatory company pension requirements that entered into force in Norway as of 1 July 2006, the Acta Group has a pension scheme beyond the minimum requirement of two per cent of salaries between 1G and 12G. In 2009 the contribution percentage for employees in Sweden was five per cent of the fixed salaries.

In the course of 2009 the Board of Directors in Acta Holding ASA granted a selected group of individuals in Acta’s top management stock options in accordance with the stock option programme launched in 2008. In 2009, the Board of Directors in Acta Holding ASA decided to replace this programme with a new one covering all employees in the company. The scheme is a part of a long-term incentive programme for employees in Acta with the aim of contributing to good results and helping to attract new employees as well as keep ­current ones. At the time of the approval of the annual accounts a total of 8.86 million stock options are granted, of which employees in leading positions hold 3.69 million stock options. The stock option programme is in accordance with the authorisations granted by the annual general meeting on 30 April 2008 and 6 May 2009. The strike price for the options was set to NOK 20.04 for the options granted in 2008, NOK 2.07 for the options granted in March 2009, NOK 3.91 for the options granted in October 2009 and NOK 3.38 for the options granted in February 2010. The strike price shall be reduced by the accumulated dividend paid in the period after the options have been awarded. The dividend for 2007, paid after the award of the options in 2008 was NOK 2.55 per share. Up to 50 per cent of the stock options granted in 2008 can be exercised in 2010 and up to 50 per cent can be exercised in 2011. For both years the options must be exercised within specified periods. Up to 50 per cent of the stock options granted in March 2009 can be exercised in 2011 and up to 50 per cent can be exercised in 2012. For both years the options must be exercised within specified periods. 100 per cent of the stock options granted in October 2009 and February 2010 can be exercised in 2011 and 2012 respectively. For both years the options must be exercised within specified periods. At the end of 2009 the share price was NOK 4.14.

ACTA Annual report 2009

55

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 3 Wages and salaries, number of employees, remuneration, loans to employees, etc. (continues) 2009 Number of stock options Outstanding stock options at the beginning of the year Awarded during the year Redeemed during the year Terminated during the year

1)

2008 Number

Number

WARP 1)

850 000

20.04

0

4 697 009

3.64

850 000

0

WARP 1) 20.04

0

950 000

14.37

0

Outstanding at the end of the year

4 597 009

4.45

850 000

Redeemable at the end of the year

0

20.04

0

Weighted average redemption price. Amount in NOK. The weighted average lifetime of outstanding stock options as at 31 December 2009 is 1.9 years.

The weighted average redemption price of outstanding stock options at the end of the year:

Awarded in 2009

Awarded in 2008

Number

WARP 1)

Number

WARP 1)

24.11.10

100 000

20.04

425 000

20.04

22.11.11

4 297 009

4.20

425 000

20.04

200 000

2.07

Maturity date

21.11.12 Total

1)

4 597 009

0 850 000

Weighted average redemption price. Amount in NOK.

Acta has used the Black-Scholes model in valuing the options. The risk-free interest rate used in the model is the treasury bill rate/ government bond rate with maturity as close as possible to the allocation date. Because of the dilution effect on the existing shares the price of the stock options is found numerically. In the model the following assumptions are used as the basis for new allocations:

Expected dividend yield (%) Historical volatility (%) Expected lifetime for the stock option (years)

Oct. 2009

March 2009

Feb. 2008

1.32

7.10

12.31

80.45

76.62

43.99

2.07

2.67

3.8

Expected volatility is calculated from historical volatility based on daily data over the same timescale as the term of the stock options.

Stock options affect on the accounts: All amounts in thousands of NOK Description Acquisition of stock options Change in provisions for employer’s National Insurance contributions Net stock option income/expenses Liabilities 1)

1)

56

Refers only to employer’s National Insurance contributions.

ACTA Annual report 2009

2009

2008

-1 075

0

-313

0

-1 388

0

313

0

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 4 Combined items in the profit and loss statement 2009

2008

Office rent and expenses

66 036

59 197

IT expenses

46 811

61 522

Fees to auditors, lawyers and consultants

All amounts in thousands of NOK

21 925

24 676

Telecom and postal expenses

7 196

14 139

Travel

7 874

11 925

17 530

76 381

859

1 139

Marketing activities Norwegian Central Securities Depository Financial Supervisory Authority of Norway Reimbursements of claims to clients Other operating expenses Total other operating expenses Statutory auditing Other audit related services

2 228

3 572

13 621

10 711

13 170

22 462

197 250

285 723

682

598

88

81

Services related to tax papers and similar

121

84

Other services beyond auditing

316

762

1 208

1 525

5 360

24 967

Total auditor’s fees Auditor’s fees are presented exclusive of VAT.

Interest income, bank deposits Interest income, government certificates

0

14 873

Other financial income

3 091

10 918

Total financial revenues

8 450

50 758

723

9 453

Bank interest and charges Other financial expenses

16 668

2 052

Total financial expenses

17 391

11 505

2009

2008

Accrued income not received

40 578

60 514

Other current receivables

24 992

22 736

Total financial assets

65 570

83 250

Note 5 Financial instruments Financial instruments measured at amortised cost All amounts in thousands of NOK Financial assets

Financial liabilities Interest-bearing overdraft facility

0

34 841

Accounts payable

14 158

12 760

Provisions and other current liabilities

57 716

89 619

Total financial liabilities

71 874

137 220

ACTA Annual report 2009

57

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 5 Financial instruments (continues) Financial instruments measured at amortised cost in the Acta Group Bank deposits and other current receivables are classified as loans and receivables and are measured at amortised cost. Overdraft liabilities,­ accounts payable to suppliers and other current liabilities are classified as financial liabilities and are measured at amortised cost.

All items are current and reach maturity within one year. The book value is essentially the same as the actual value.

Based on agreements established with contracting parties and the Acta Group’s control of the actual cash flows, the risk of value fluctuations for accrued revenues and other current receivables recognised in the balance sheet is not regarded as significant. For information­on the overdraft facility, refer to Note 17.

Note 6 Goodwill and other intangible assets Goodwill All amounts in thousands of NOK Historical cost as of 1 January

Intangible assets

2009

2008

18 071

18 071

Additions

2009

2008

52 131

25 293

15 684

26 838

67 815

52 131

21 668

9 836

Disposals Historical cost as of 31 December

18 071

18 071

Accumulated write-downs as of 31 December

11 940

11 940

Accumulated depreciations and write-downs as of 31 December

11 940

11 940

21 668

9 836

6 131

6 131

46 147

42 295

11 832

7 752

Accumulated depreciations as of 31 December

Book value as of 31 December Depreciations for the year Write-downs for the year Economic life Depreciation schedule

4–5 years Linear

Goodwill and other intangible assets consist solely of external expenses. Goodwill is not amortised. However, impairment tests are conducted­annually.

The recognised goodwill is related to the acquisition of Svenska Spar AB in the autumn of 2004 and certain minor acquisitions made in Norway prior to this. These acquisitions have since been integrated into and continued in the other Swedish and Norwegian activities in Acta. The cash-generating units correspond thus to the segments as they are presented in Note 2 Segments. Recoverable amounts for both of the mentioned goodwill items are calculated based on their expected utility value. These calculations use estimates for future cash flows based on actual historical operating earnings, a three-year business plan and a discount rate before tax of 12 per cent.

The estimates are based on key prerequisites such as the number of offices, number of employees in sales-related positions, number of clients and the expected demand for the products of the various cash-generating units from existing and new clients.

Operating earnings from the cash-generating units were approximately NOK -15 million in 2009 for Sweden, a decline from ­approximately NOK 108 million in the previous year, as well as around NOK -3 million in 2009 for Norway, a decline from ­approximately NOK 79 million in the previous year.

In 2009, the Acta Group carried out an extensive restructuring process. The number of employees and cost levels were reduced ­significantly. A new service concept was launched and the follow-up of a significant number of clients has been made more efficient.

Clients with assets under management of up to SEK 300 000/NOK 500 000 will be served from one client centre in Norway, one in Sweden and one in Denmark. In addition, several of the group’s services have been made available online. Other clients are actively assisted by personal investment advisors from 12 offices in each of the countries of Norway and Sweden. In the course of 2010, Acta will launch new products and new services that will increase the services offered to the group’s clients and also improve the group’s earnings.

In accordance with the group’s 2010 budget that was approved by the Board of Directors, positive operating earnings are expected in 2010 for both the cash-generating units. Prognoses for the following two years show further growth in both the number of advisors and earnings, with an increasing share of recurring income and operating earnings. The group’s board considers the possibilities for positive results in both Norway and Sweden as good. The group considers the book value as at 31 December 2009 as sufficient.

Intangible fixed assets consist of investments in the standard systems Abasec (portfolio system) and Microsoft Dynamics (CRM ­system).

The software is recognised on the balance sheet at historical cost plus any expenses to make the software ready to use. The expected economic life and depreciation period is five years.

58

ACTA Annual report 2009

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 7 Fixed assets All amounts in thousands of NOK

2009

2008

Expenditures on rented premises Historical cost as of 1 January

33 211

27 109

Additions

125

6 102

Disposals

1 890

Historical cost as of 31 December

31 446

33 211

Accumulated depreciation as of 31 December

24 003

20 183

Disposals – accumulated write-downs Net accumulated write-downs as of 31 December Accumulated depreciation and write-downs as of 31 December

-945 2 254

467

25 312

20 649

6 134

12 562

Depreciation for the year

3 820

3 347

Write-downs for the year

1 788

167

4–7 years

4–5 years

Linear

Linear

167 289

154 025

Additions

329

13 264

Disposals

4 232

Book value as of 31 December

Economic life Depreciation schedule Machinery and equipment Historical cost as of 1 January

Historical cost as of 31 December

163 385

167 289

Accumulated depreciations as of 31 December

117 255

109 721

Disposals – accumulated write-downs

-2 794

Net accumulated write-downs as of 31 December

36 227

34 504

150 688

144 225

12 697

23 064

Depreciation for the year

7 534

7 787

Write-downs for the year

1 723

754

3–7 years

3–5 years

Linear

Linear

Accumulated depreciation and write-downs as of 31 December Book value as of 31 December

Economic life Depreciation schedule

The write-downs are mainly related to the liquidation of specific sales offices as part of the group’s restructuring in 2009. The ­economic life for expenditures on rented premises, machinery and equipment is normally five years based on actual assessments of the condition of the fixed asset or when rental agreements are extended.

Annual rent for non-balanced operating lease payments The group has entered into various operating leasing agreements for office premises, PC equipment and office machines. Most of the leasing agreements have an extension option. Future minimum lease payments in connection with irrevocable leasing agreements fall due as follows:

ACTA Annual report 2009

59

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 7 Fixed assets (continues) Future ­minimum rent All amounts in thousands of NOK

2009 1)

2008

Less than one year

33 241

40 852

Between one and five years

52 976

89 152

Total

86 217

130 003

The reduction from 2008 to 2009 is primarily related to a residual lease term that is 12 months shorter, as well as the liquidation of certain lease agreements as part of the group restructuring process.

1)

Lease payments All amounts in thousands of NOK Leasing agreements, premises

2009

2008

46 747

45 759

Leasing agreements, IT equipment

6 866

10 240

Leasing agreements, various machinery and equipment

1 969

322

55 582

56 321

Total

Note 8 Shares in subsidiaries The companies listed below are all wholly owned by Acta Holding ASA.

60

Company

Country of domicile

Registered office

Acta Kapitalforvaltning AS

Norway

Stavanger

Investment firm

Acta Asset Management AS

Norway

Stavanger

Investment firm

Acta Försäkringsplanering AB

Sweden

Stockholm

Insurance firm

Acta Kapitalförvaltning AB

Sweden

Stockholm

Investment firm

Acta Corporate Services AS

Norway

Stavanger

Internal administrative services

ACTA Annual report 2009

Main business areas

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 9 Share capital and shareholder information As of 31 December 2009 the company’s share capital consisted of 251 683 432 shares with a nominal value of NOK 0.18 each. There is only one share class.

Number of shares

Ownership %

Coil Investment Group AS

35 068 547

13.93%

Caprice AS

15 407 000

6.12%

Best Invest AS

12 808 707

5.09%

Carnegie Investment Bank AB

12 048 850

4.79%

Bjelland Trading AS

Ownership structure The 20 largest shareholders in the company as of 31 December 2009 were:

10 549 000

4.19%

Mons Holding AS

9 060 620

3.60%

Perestroika AS

9 010 000

3.58%

Sanden AS

6 981 568

2.77%

Tveteraas Eiendomsselskap AS

4 500 000

1.79%

Tenold Gruppen AS

4 057 000

1.61%

IKM Industri-Invest AS

4 023 800

1.60%

Arctic Securities ASA

2 583 600

1.03%

Ojada AS

2 500 000

0.99%

International Oildfield Services AS

2 500 000

0.99%

Bank of New York Mellon SA/NV

2 346 705

0.93%

Steinar Lindberg AS

2 100 000

0.83%

Extellus AS

2 000 000

0.79%

Nordnet Bank AB

1 961 448

0.78%

DnB NOR Bank ASA

1 822 000

0.72%

Bank of New York Mellon SA/NV

1 647 560

0.65%

Total 20 largest shareholders

142 976 405

56.81%

Total other shareholders

108 707 027

43.19%

Total number of shares

251 683 432

100.00%

Number of days

Average number

365

251 683 432

Amount Average number of shares outstanding as of 1 January 2009

251 683 432

Average number of shares outstanding as of 31 December 2009

251 683 432

Earnings per share (net consolidated profit / average number of shares)

NOK -0.14

At the Annual General Meeting of 6 May 2009, the Board of Acta Holding ASA was granted authorisation to issue new shares in Acta Holding ASA in one or more private and/or public issues. This authorisation applies for up to 25 million shares with a nominal value of NOK 0.18, which means that, pursuant to the authorisation, the Board of Directors can increase the share capital by up to NOK 4 500 000. Any share premium shall be added to the share premium account. If the nominal value of the shares is changed during the authorisation period, the present authorisation shall be changed correspondingly. The authorisation is valid until the date of the next Annual General Meeting, no later, however, than 30 June 2010. The authorisation replaces the authorisation adopted at the Annual General Meeting of 30 April 2008.

ACTA Annual report 2009

61

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 9 Share capital and shareholder information (continues) Shares owned and/or controlled directly or indirectly by members of the Board and employees in leading positions as of 31 December 2009

Name Alfred Ydstebø

Position

Number of Ownership shares %

Chairman of the Board

Number of stock options

Cost of stock options 3)

35 068 547

13.93%

0

Tom Pettersen

Advisory Director Norway

444 942

0.18%

180 000

30

Jostein Viken

Managing Director Acta Asset Management AS

324 326

0.13%

260 000

170

Stein Aukner 2)

Vice Chairman of the Board

237 500

0.09%

0

Geir Inge Solberg

CEO

220 000

0.09%

400 000

100

Christian Tunge

CFO

100 000

0.04%

460 000

457

Mathias Andersson

Advisory Director Sweden

41 818

0.02%

180 000

37

Sveinung Byberg

Managing Director Acta Kapitalforvaltning AS

18 000

0.01%

90 000

15

Morten Flørenæss

Managing Director Acta Corporate Services AS

10 000

0.00%

90 000

15

Christian Kvist

Managing Director (VD) Acta Försäkringsplanering AB

77

0.00%

90 000

19

Ellen Math Henrichsen

1)

Member of the Board – Acta Holding ASA

0

0.00%

0

Harald Sigurd Pedersen Member of the Board – Acta Holding ASA

0

0.00%

0

Ragnhild Kvålshaugen

0

0.00%

0

1)

Member of the Board – Acta Holding ASA

Owned by Coil Investment Group AS. 2) Includes Aukner Holding AS and Stein Aukner. 3) Amounts in NOK 1000.

Note 10 Dividend No dividend was paid in 2009. The Board has proposed that no dividend be paid in 2010.

Note 11 Current receivables All amounts in thousands of NOK Earned, not yet received revenues Prepaid expenses

2009

2008

40 578

60 749

7 198

9 659

Miscellaneous current receivables

18 333

14 244

Total current receivables

66 109

84 652

Note 12 Provisions and other current liabilities All amounts in thousands of NOK Accrued expenses, unpaid wages, holiday pay, etc Provisions for exit risk (see Note 18)

2009

2008

27 340

54 270

5 282

9 655

Other current liabilities

25 095

26 109

Total provisions and other current liabilities

57 716

90 034

Provisions have been set aside for the estimated compensation to clients based on complaints the company has received. This estimate is based on specific assessments of the actual advisory services in relation to the laws and regulations that were in effect when the agreement was entered into with the client.

Allowances are included in the point Other short term debts.

Allowances have not been made in accounts related to customer requirements connected to the distribution of products which contain bonds issued by Lehman Brothers B.V, as a result of their bankruptcy proceedings. See Note 19.

62

ACTA Annual report 2009

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 13 Tax expenses All amounts in thousands of NOK Tax payable on taxable net income for the year Incorrect taxes from earlier years

2009

2008

0

51 517

-3 297

-1 301

-6 441

-2 599

Change posted to balance sheet deferred tax Recognised change in deferred tax

5 383 1 047

-250

Tax charge for the year

-8 691

52 750

Effective tax rate 2)

19,3%

32,1%

All amounts in thousands of NOK

2009

2008

Operating assets

5 255

1 988

Accounting provisions

2 796

Sundries 1)

Specification of deferred tax assets and liabilities

Profit and loss account

674 0

Loss carryforwards 3) Share of loss carryforwards not recorded in the balance sheet Total deferred tax assets

5 458

3 860 12 585

7 446

Operating assets

0

-1 301

Total deferred tax liabilities

0

-1 301

12 585

6 144

Net deferred tax assets

Deferred tax assets are related to temporary differences between the accounting and tax value of operating assets to be assigned over the remaining­lifetime of the operating asset; accounting provisions as at 31 December 2009 to be assigned during 2010 and receivables from the State related to deductions for losses in 2009 that can be eliminated for the previous two year’s taxable profit. The group’s executive management deem it reasonably certain that the group will achieve a taxable profit in 2010 and thus considers the net assets in the deferred tax assets ­recorded in the balance sheet as at 31 December 2009 as reasonable.

Reconciliation of actual vs. calculated tax expenses 2009

2008

Net income before taxes

-45 059

164 173

Calculated tax expenses (28%)

-12 617

45 968

Permanent differences (28%) 4)

1 672

8 083

All amounts in thousands of NOK

2 254

-1 301

Actual tax expenses

-8 691

52 750

Effective tax rate 3)

19,3%

32,1%

Corrected tax for previous years

5)

1) The difference between the annual accounts and the amended tax position in 2008. 2) Tax expenses with regard to the pre-tax profit. 3) The deferred tax asset related to loss carryforwards in Denmark entered in the profit and loss account against the change in deferred tax for 2009. 4) Includes non-tax deductible expenses, such as entertainment expenses and various customer events, certain gifts and the calculated benefits of stock options awarded.

5) The agio profit from payment of tax in Sweden entered in the profit and loss account against the expenses tax asset in Denmark.

Tax payable on the balance sheet is calculated as follows: 2009

2008

Tax payable on the profit for the year

0

51 517

Tax payable not yet due concerning last year's taxable income

0

38 460

Total tax payable on the balance sheet

0

89 977

All amounts in thousands of NOK

ACTA Annual report 2009

63

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 14 Related parties Acta Holding ASA entered into a consulting agreement with Chairman of the Board Alfred Ydstebø through the company Coil Investment Group AS on 1 January 2006. This consulting agreement encompassed services with a scope corresponding to 50 per cent of a full time equivalent. In 2009 the original agreement was replaced with a new consultancy agreement encompassing services with a scope corresponding to 35 per cent of a full time equivalent. For 2009 and 2008 expenses of NOK 831 000 and NOK 1 050 000, excluding value-added tax, were charged respectively. The agreement applies from 1 August 2009, and it can be terminated upon one month’s notice.

Inter-group trade is carried in accordance with specific agreements and at arms’ length and the reconciliation of shared expenses in Acta Holding ASA is distributed among the Group companies in accordance with a key, depending on the different types of expenses.

Note 15 Financial risk The Acta Group’s exposure related to financial instruments is limited to liquidity in the form of bank deposits or Norwegian government certificates with a short maturity and accordingly an insignificant exchange risk. The group had no interest-bearing debt at the end of 2009 and it has thus no interest rate risk exposure relating to debt capital. Otherwise, financial market risk is limited to the fact that future earnings will be influenced by changes in market prices for the enterprise’s products, and by general market fluctuations. An increase in the number of customer complaints may increase risks of legal action, but the risk of class action is assessed as small. Future portfolio revenue will vary with fluctuations in market prices for the client portfolios under management. Foreign exchange risk is not substantial and is mainly associated with the group’s activities in Sweden. Credit risk is limited to current receivables and is not considered significant.

The effect on the group’s net income and equity in the event of a change in the NOK exchange rate for balance sheet assets denominated­in foreign currencies, including assets and liabilities under the Sweden segment, is illustrated in the table below.

Foreign currency

Changes in the NOK exchange rate

Segment Sweden

SEK

+5%

Accrued revenues

SEK

+5%

Accrued revenues

USD

All amounts in thousands of NOK Unit

Effect on net income before taxes 2009

Effect on equity 2008

-5%

Accrued revenues Bank deposits Bank deposits

64

EUR SEK DKK

2008

650

-5 455

-650

5 455

-6

-730

-8

-1 014

-5%

8

1 014

6

730

+5%

-170

-251

-122

-181

-5%

170

251

122

181

+5%

-464

-109

-334

-78

-5%

464

109

334

78

+5%

-3 835

-543

-2 761

-391

-5%

3 835

543

2 761

391

+5%

-49

-5%

49 -391

Bank deposits

USD

+5% -5%

Bank deposits

EUR

+5% -5%

Bank deposits

GBP

+5% -5%

ACTA Annual report 2009

2009

-35 35 -843

-281

-607

391

843

281

607

-134

-326

-96

-235

134

326

96

235

-2

-73

-2

-53

2

73

2

53

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 16 Equity and subordinated capital and capital adequacy - Acta Group Acta Holding ASA is subject to capital adequacy requirements on a consolidated basis, cf. Section § 8-12 of the Securities Trading Act. The calculation of subordinate capital and capital adequacy as at 31 December 2009 is shown in the figure below.

All amounts in thousands of NOK

2009

2008

321 358

356 992

Equity and subordinated capital Core capital Deductions for goodwill and other intangible assets

64 863

54 570

256 496

302 422

Net equity and subordinated capital

256 496

302 422

Risk-weighted basis of measurement

139 757

186 483

Capital adequacy, measured as a percentage

183.5%

162.2%

Net equity and subordinated capital Capital adequacy

Capital adequacy, required by authorities, percentage Equity and subordinated capital surplus/deficit

8.0%

8.0%

193 552

153 204

With effect from 1 January 2007 new capital adequacy regulations in line with the EU countries entered into force in Norway. The new regulations are based on the main principles of the Basel Committee’s report of June 2004.

The Financial Supervisory Authority of Norway set the subordinate capital requirement for Acta Kapitalforvaltning AS to be NOK 50 million. For Acta Asset Management AS the requirement at the end of 2009 is calculated as NOK 52 million, of which NOK 46 million is to cover operational risk and the remainder of which is to cover credit risk.

The consolidated requirements for equity and subordinated capital as of 31 December 2009 are estimated based on the highest of the requirements for investment companies plus cover for credit risk calculated based on the group’s combined assets. Provisional calculations show that the required consolidated equity and subordinated capital for 2010 will be at the same level as for 2009.

Note 17 Assets pledged as collateral and guarantees All amounts in thousands of NOK Recorded debt secured through collateral, etc.:

Borrower

- Overdraft Nordea

Acta Holding ASA

Total

Credit limit

2009

2008

60 000

0

34 841

60 000

0

34 841

Acta Holding ASA has an overdraft facility with a limit of NOK 60 million, and it has guaranteed an overdraft facility with a limit of NOK 15 million related to client funds in Acta Asset Management AS. Nordea has collateral in the shares of Acta Kapitalforvaltning AS, as well as in accounts receivable and bank deposits in Acta Asset Management AS.

Book value of financial assets pledged as security

2009

2008

134 000

212 108

38 813

48 109

Bank deposits in Acta Asset Management AS

107 309

231 009

Total book value of financial assets

280 122

491 226

All amounts in thousands of NOK Shares in Acta Kapitalforvaltning AS Accounts receivable in Acta Asset Management AS 1)

1)

Only unrestricted funds.

ACTA Annual report 2009

65

ACTA GROUP - NOTES TO CONSOLIDATED ACCOUNTS - ifrs

Note 18 Exit liability for long-term unit-linked savings agreements in Sweden In Sweden, Acta markets and brokers long-term unit-linked savings plans for a number of insurance companies. The distribution remuneration received by Acta in the first year is contingent on the insured party saving in accordance with the agreed saving plan.If saving is discontinued, Acta has an exit liability that may entail repaying all or part of the remuneration for distribution. The liability is reduced over time; typically according to a rule that 100 per cent of remuneration received has to be repaid if saving terminates in the first year, 75 per cent on breach of agreement in the second year, 50 per cent on breach in the third year, 25 per cent on breach in the fourth year, and zero per cent in the event of a breach later on. In 2009, Acta received commission income of approximately NOK 35 million from subscription to savings plans. Of this amount, 15 per cent was retained to cover the future exit risk. Additional details are illustrated in the table below: All amounts in thousands of NOK

2009

2008

Provisions for future exit risk as of 1 January

9 655

17 047

Retained income from new savings plans (15%)

5 103

4 756

Supplementary provisions

-3 608

-11 465

Reversed residual provision for Vital Link

-5 099

Exchange rate effect previous years provisions Provisions for future exit risk as of 31 December

-770

-683

5 282

9 655

Changes in sales for 2009 compared with 2008 are largely related to Vital Link’s liquidation of the insurance group in Sweden. Sales are found within and covered by the previous year’s allowances. Acta is not considered to have outstanding risk connected to previous distribution of vital’s multi-year insurance agreements. Allowances as of December 31st 2009 for future sales risk is related to the arrangement of multi-year unit-link savings agreements for a number of other insurance companies and is considered to be sufficient.

Note 19 Events after the date of the balance sheet In Sweden, Acta has marketed and distributed products that contain a bond portion issued by the bankrupt Lehman Brothers Treasury B.V., whose parent company is under bankruptcy protection, with a combined value of more than NOK 1 billion. The products were arranged by Kaupthing Bank Sweden, and Acta has thus no direct exposure to Lehman Brothers. This case has been a major strain for clients and the Swedish organisation, and Acta has therefore allocated over NOK 10 million and several man-years to help affected clients to best safeguard their investments. In February 2010 it was announced that Acta Kapitalforvaltning and Kaupthing Bank hf. had reached an agreement regarding the bonds that Acta had sold its clients in 2006/2007 issued by Lehman Brothers. The agreement entails that the clients who had financed their investment using loans through Kaupthing and who wish to accept the proposal will repay 60 per cent of their loans to Kaupthing in return for Kaupthing taking over the bonds. Taking into account tax effects, this entails just under 50 per cent for the majority of clients. The proposal was generally received positively by our clients and over 80 per cent have accepted Kaupthing’s offer. Around 450 of the clients affected have complained to Acta Kapital­forvaltning and are considering legal action. The company considers­ the risk of such law suits to be relatively limited as Acta Kapitalforvaltning is only responsible for the provision of advice and this was given on an individual basis. This assessment­is also supported by the fact that in all decisions regarding this case the Swedish National Board for Consumer Complaints (ARN) has found that Acta Kapitalforvaltning is not liable to pay compensation to its clients. No provisions have been made in the accounts for claims by clients related to Lehman Brothers.

After the Lehman Brothers was granted bankruptcy protection, the Swedish Financial Supervisory Authority conducted an on-site inspection of Acta Kapitalforvaltning’s operations in Sweden in cooperation with the Financial Supervisory Authority of Norway. In June 2009, Acta Kapitalforvaltning received the final report from the Financial Supervisory Authority of Sweden which pointed out issues they found, some of which were of a serious nature and which the Authority found to be in breach of the applicable regulations. Acta ­Kapitalforvaltning is now in the process of rectifying these issues and thus expects the case to be closed.

On 16 February 2010, the Board of Directors of Acta Holding ASA adopted a proposal for the award of stock options for the year 2010 in accordance with a stock option programme for all Acta Group employees with a framework of 5.5 million per year for each of the years 2009, 2010 and 2011. On 17 February 2010, a total of 4.273 million stock options were awarded of which 1.110 million were awarded to executive management.

Stavanger, 26 March 2010

66

Alfred Ydstebø Chairman of the Board

Stein Aukner Vice Chairman

Ellen Math Henrichsen Member of the Board

Harald Sig. Pedersen Member of the Board

Ragnhild Kvålshaugen Member of the Board

Geir Inge Solberg CEO

ACTA Annual report 2009

acta holding asa - COMPANY income statement - NGAAP

ACTA HOLDING ASA COMPANY INCOME STATEMENT – 1 JANUARY–31 DECEMBER – NGAAP Note

2009

2008

Operating revenues

1

7 897

0

Wages and salaries

2

11 273

17 286

All amounts in thousands of NOK

Depreciations and write-downs

4

41

41

Other operating expenses

3

7 263

14 769

18 577

32 096

-10 681

-32 096

84 893

210 721

Total operating expenses Operating earnings Income on investments in subsidiaries Other financial income

3

5 151

15 501

Writing down investing subsidiary

5

-108 138

0

Financial expenses

3

1 443

9 976

Net financial items

-19 537

216 246

Net income before taxes

-30 217

184 150

-1 548

51 464

-28 669

132 686

-5.1%

27.9%

Income taxes Net income Effective tax rate

11

ACTA Annual report 2009

67

acta holding asa - company balance sheet - NGAAP

ACTA HOLDING ASA COMPANY BALANCE SHEET AS OF 31 DECEMBER – NGAAP All amounts in thousands of NOK

Note

2009

2008

ASSETS Non-current assets Deferred tax assets

11

Total intangible assets Expenditure on upgrading of rented premises

4

Machinery and equipment

4

Total fixed assets

3

95

3

95

7

11

48

85

54

96

Investments in subsidiaries

5

166 769

244 877

Other receivables

8

66 970

97 000

Total fixed asset investments

233 739

341 877

Total non-current assets

233 797

342 068

Current assets Current receivables

68

90 547

232 231

Total receivables

90 547

232 231

Bank deposits

31 094

1 124

Total bank deposits and short-term investments

31 094

1 124

Total current assets

121 641

233 355

Total assets

355 438

575 423

ACTA Annual report 2009

9, 10

acta holding asa - company balance sheet - NGAAP

ACTA HOLDING ASA COMPANY BALANCE SHEET AS OF 31 DECEMBER – NGAAP All amounts in thousands of NOK

Note

2009

2008

EQUITY AND LIABILITIES Equity 6, 7

45 303

45 303

Share premium account

Share capital

7

11 168

11 168

Other paid-in equity

7

Total paid-in equity Other reserves

7

87 048

0

143 519

56 471

203 920

318 562

Total retained earnings

203 920

318 562

Total equity

347 439

375 033

Liabilities Accounts payable

603

343

Debt to credit institutions

0

34 841

Taxes payable

0

51 517

Taxes and public fees payable Provisions and other current liabilities Total liabilities Total equity and liabilities

9, 10

599

495

6 797

113 194

7 999

200 390

355 438

575 423

ACTA Annual report 2009

69

acta holding asa - company cash flow statement - NGAAP

ACTA HOLDING ASA COMPANY CASH FLOW STATEMENT – NGAAP All amounts in thousands of NOK

2009

2008

Operating activities Net income before taxes on ordinary activities

-30 217

184 150

Group contribution received – taken to income

-84 893

-210 384

Taxes paid in reporting period

-51 517

-644

Depreciation

41

41

Write-downs

108 138

0

260

-340

Change in accounts payable Change in other accruals Net cash flow from operating activities

-87 385

-8 222

-145 574

-35 399

0

-16

Investing activities Payments for acquisition of fixed assets Payments for investments in subsidiaries Conversion of subordinated loans to shares in subsidiaries Receipts from sale of subsidiaries Net cash flow from investing activities

0

-488

-30 030

0

0

8 637

-30 030

8 133

30 030

0

Financing activities Payments for subordinated loans granted to subsidiaries Receipts from group contributions Payment of dividends Net cash flow from financing activities Net change in bank deposits, short-term investments, etc.

Bank deposits, short-term investments, etc. as of 01.01.

70

210 384

735 980

0

-641 793

240 414

94 187

64 810

66 921

-33 717

-100 638

Bank deposits, short-term investments, bank overdrafts, etc. as of 31.12.

31 094

-33 717

Unused overdraft facilities

60 000

25 159

ACTA Annual report 2009

acta holding asa - NOTES TO COMPANY ACCOUNTS - NGAAP

NOTES TO COMPANY ACCOUNTS - NGAAP Note 1 Accounting policies 1.1 Basis of preparation for the accounts

The annual accounts for 2008 have been prepared in accordance with the Norwegian Accounting Act of 1998, Generally Accepted Accounting Principles in Norway (NGAAP) and Good Norwegian Accounting Practice (NGRS). The annual accounts consist of the profit and loss statement, balance sheet, cash flow statement and notes. The annual report and accounts form a whole. The most important accounting policies used for the preparation of the ­annual accounts are as follows:

1.2 Foreign currency Monetary items in foreign currencies are valued at the exchange rate in effect at the end of the accounting year. Other assets and liabilities in foreign currency are valued in accordance with the general valuation rules.

a temporary nature. The write-down is reversed when there no longer is a basis for the write-down. Fixed assets with a limited useful ­economic life are depreciated systematically. Long-term loans are recorded on the balance sheet at the nominal amount received at the time the liability was incurred.

Current assets are valued at the lesser of historical cost or fair value.

Short-term liabilities are recorded on the balance sheet at the nominal amount received at the time the liability was incurred.

1.8 Shares in subsidiaries In the accounts for Acta Holding ASA, shares in subsidiaries are valued according to the cost method. In accordance with this method, dividend/­group contributions received are recorded in the parent company’s accounts as income on investments in ­subsidiaries under ­financial items if the distribution relates to profits earned during the period of ownership. Other group contributions received are recorded as a reduction in the cost price of the shares. Group contributions paid (net after tax) are entered as an increased investment in subsidiaries.

1.3 Revenue Operating income is primarily attributable to sale of group ­services to other Acta companies. Revenue is recognised in the profit and loss statement­ when it is earned. Revenue from the sale of services is ­normally recorded on the date of delivery.

Dividends and group contributions from subsidiaries are recognised­ as income the same year they are earned in the underlying­companies and when such distributions are expected to be adopted and incorporated into the annual accounts of the underlying companies.

Interest income is recognised as it is accrued.

1.4 Expenses Expenses are matched with and expensed along with the revenues to which they relate. Expenses that cannot be directly attributed to revenues­are recognised when they are incurred.

Interest and fees are recognised in the profit and loss account as they are earned as income or accrued as expenses.

1.9 Receivables Receivables are entered at their nominal value after the deduction of provisions for expected losses. Provisions for losses are made on the basis of an assessment of the individual receivables.

1.10 Taxes The tax charge is matched against the financial statement profit/loss before tax. Tax related to equity transactions is charged ­directly against equity.

The tax charge consists of the tax payable (tax on the taxable income­for the year) and change in the net deferred tax. The tax charge is allocated to the ordinary profit and the result of extra­ordinary items in accordance with the tax basis. Deferred tax and deferred tax assets are presented on a net basis on the balance sheet.

1.11 Lease agreements

1.5 Defined contribution pension schemes

The Acta Group’s lease agreements are accounted for in accordance­ with the following rules:

Commitments to make contributions to such pension schemes are recognised as costs in the profit and loss statement when they are incurred.

Operating lease agreements

1.6 Share-based payment transactions Employee options are measured at fair value at the time of allotment.

The options are valuated according to the Black and Scholes model.

The estimated value is recognised as a personnel expense set-off against other equity paid in. The expense is allocated­over the period until the employee earns an unconditional right to the shares.

Lease agreements where the major part of the risk and return that are associated with the asset are not transferred to the group are classified as operating lease agreements. The rent payments are classified as operating­expenses and are recorded linearly in the income statement over the term of the agreement.

1.12 Contingent outcomes and events after the balance sheet date Contingent losses that are probable and quantifiable are expensed.

1.7 General rules for valuation and classification of assets and liabilities Assets intended for long-term ownership or use are classified as fixed assets. Other assets are classified as current assets. ­Receivables that are to be repaid within one year are classified as current assets. Analogous criteria are used for the classification of short-term and long-term liabilities.­ Fixed assets are valued at historical cost, but they are written down to their fair value when the fall in value is not expected to be of

1.13 Cash flow statement The cash flow statement has been prepared based on the indirect method. Cash and cash equivalents include cash, bank deposits and other short-term liquid investments.

ACTA Annual report 2009

71

acta holding asa - NOTES TO COMPANY ACCOUNTS - NGAAP

Note 2 Wages and salaries, number of employees, remuneration, loans to employees, etc.

All amounts in thousands of NOK

2009

2008

Wages and salaries

4 537

7 264

Employer's National Insurance contributions

1 079

950

0

4 744

128

120

Provisions for "K2" incentive programme Defined contribution pension scheme Other benefits Total Average number of full-time employees

5 530

4 208

11 273

17 286

3

4

The Acta Group established a defined contribution pension scheme for all permanent employees in Norway and Sweden as of 1 January 2005. The contribution percentage for 2009 was four per cent of fixed salaries between 1G–6G and six per cent of fixed salaries between 6G–12G. In relation to the mandatory company pension requirements that entered into force in Norway as of 1 July 2006, the Acta Group has a pension scheme beyond the minimum requirement of two per cent of salaries between 1G and 12G. Benefits paid to employees in leading positions and Board members in 2009 All amounts in thousands of NOK Geir Inge Solberg CEO (from August 2009) Christian Tunge CFO Alfred Ydstebø 2)

Chairman of the Board

Stein Aukner

Vice Chairman of the Board

Ellen Math Henrichsen

Member of the Board

Ragnhild Kvålshaugen

Member of the Board

Harald Sigurd Pedersen

Member of the Board

Period 2009 2009 2008 2009 2008 2009 2008 2009 2008 2009 2008 2009

Salary/ Pension Directors’ scheme fees contributions 875 17 1 215 1 204 313 250 188 150 188 150 150 150

40 39

Bonus/Profit sharing 1) 0

Other benefits 3

20 2 612

13 15 7

2008: Includes distributions from the “K2” incentive programme in April 2008. The costs of the programme are accounted for over the duration of the programme from 2005 to 2007. 2) See also the note to the accounts of the Acta Group – Note 14 Related parties.

1)

Remuneration for the CEO is set by the Board’s compensation committee, which also sets the guidelines for the remuneration for other employees in leading positions, including both the level of fixed salary and the principles for and scope of bonus schemes.

Employees in leading positions have ordinary bonus agreements, with limits that are set on an annual basis, normally between 40 and 100 per cent of their base salary, dependent on their position. If targets are revised or results are better than budgeted, bonuses may be set at up to 150 per cent of the bonus limit. Estimated bonuses earned are charged as an expense on an ongoing basis.

The CEO and CFO have agreements that provide 18 months’ severance pay if their employment is terminated without a valid reason or as a result of major changes in their duties, due, for example, to a merger or acquisition. No board members have severance pay ­agreements.

The former CEO and Managing Director of Acta Holding ASA, Simen Mørdre, left the Group during the summer/autumn of 2009.

Mørdre­ received ordinary monthly salary until the end of 2009. In addition to this Mørdre received severance pay equivalent to 13 months’ salary.

The Board of Directors of Acta Holding ASA decided to replaced the cash-based “K3” incentive programme that was launched in 2008 with a long-term incentive programme, including share options, covering all Acta employees.

In the course of 2009, the Board of Directors in Acta Holding ASA has granted a selected group of individuals in Acta’s top management­stock options in accordance with the stock option programme launched in 2008. In 2009, the Board of Directors in Acta Holding ASA decided to replace this programme with a new one covering all employees in the company. The scheme is a part of a long-term incentive programme for employees in Acta with the aim of contributing to good results and helping to attract new employees­ as well as keep current ones. At the time of the approval of the annual accounts a total of 8.86 million stock options have been granted, of which executive management in the Group hold 3.69 million stock options. The stock option programme is in accordance with the authorisation granted by the annual general meetings on 30 April 2008 and 6 May 2009.

Reference is made to Note 3 in the consolidated accounts for further information.

72

ACTA Annual report 2009

acta holding asa - NOTES TO COMPANY ACCOUNTS - NGAAP

Note 3 Combined items in the profit and loss statement All amounts in thousands of NOK Office rent and expenses IT expenses Fees to auditors, lawyers and consultants Telecom and postal expenses Travel

2009

2008

334

387

10

89

1 624

7 801

219

304

650

1 355

Marketing activities

1 291

958

Other operating expenses

3 136

3 875

Total other operating expenses

7 263

14 769

274

141

0

17

Other services besides auditing

314

123

Total auditor’s fees

588

281

4 649

11 502

Statutory auditing Other audit-related services

The fees are stated exclusive of VAT.

Interest income, group companies

502

3 999

Total financial revenues

Interest income, bank deposits

5 151

15 501

Interest expenses, group companies

1 094

6 520

Bank interest and charges

349

3 457

Total financial expenses

1 443

9 976

2009

2008

155

154

0

1

Historical cost as of 31 December

155

155

Accumulated write-downs as of 31 December

149

144

Note 4 Fixed assets All amounts in thousands of NOK Expenditure on leasehold improvements Historical cost as of 1 January Additions Disposals

Net accumulated write-downs as of 31 December Accumulated depreciation and write-downs as of 31 December Book value as of 31 December Depreciation for the year Economic life Depreciation schedule

0 149

144

7

11

4

4

4–5 years

4–5 years

Linear

Linear

187

172

Machinery and equipment Historical cost as of 1 January Additions

15

Disposals Historical cost as of 31 December

187

187

ACTA Annual report 2009

73

acta holding asa - NOTES TO COMPANY ACCOUNTS - NGAAP

Note 4 Fixed assets (continues) 2009

2008

Accumulated write-downs as of 31 December

139

102

Accumulated depreciation and write-downs as of 31 December

139

102

48

85

All amounts in thousands of NOK

Book value as of 31 December Depreciation for the year Economic life Depreciation schedule

All amounts in thousands of NOK

37

37

4–5 years

4–5 years

Linear

Linear

Expensed 2009

Agreed annual leasing amount

230

327

Annual operating lease payments Leasing agreements, premises Leasing agreements, office machinery and equipment Total

9

6

239

333

Acta Holding ASA is entitled to an extension of the office lease on market-based terms. The company does not have any entitlement to the acquisition of leased assets.

Note 5 Shares in subsidiaries The companies listed below are all wholly owned by Acta Holding ASA. All amounts in thousands of NOK Company Acta Kapitalforvaltning AS

Aquisition date

Registered office

Carrying value

Equity 31.12.09

Net income 2009

1998

Stavanger

134 000

66 979

-117 743

Acta Asset Management AS

1998

Stavanger

20 659

48 357

84 271

Acta Försäkringsplanering AB

2000

Stockholm

895

10 292

-4 779

Acta Corporate Services AS

2001

Stavanger

10 727

8 599

-199

Acta Kapitalförvaltning AB

2008

Stockholm

488

424

72

166 769

134 651

-38 378

Total

A share value assessment has been carried out of the subsidiary Acta Kapitalforvaltning AS and this shows that shares in the company have a value of NOK 134 million, and against this background the shares are written down with NOK 108 million.

The valuation is based on prognoses of approved plans and a discounting rate prior to tax of 12 per cent. These estimates are based on key preconditions such as the number of offices, employee numbers in sales-related positions, the number of customers and the expected demand for the various cash-generating units’ products, both from existing and new customers.

Note 6 Share capital and shareholder information As of 31 December 2009, the company’s share capital consisted of 251 683 432 shares with a nominal value of NOK 0.18 each. There is only one class of share.

Reference is made to Note 9 in the consolidated accounts for further information.

Note 7 Equity All amounts in thousands of NOK

Share capital

Share premium account

Other paid-in equity

Other reserves

Total

Equity as of 1 January 2008

45 303

11 168

0

185 876

242 347

132 686

132 686

45 303

11 168

0

318 562

375 033

Change in equity for the year: Net income Equity as of 31 December 2008

74

ACTA Annual report 2009

acta holding asa - NOTES TO COMPANY ACCOUNTS - NGAAP

All amounts in thousands of NOK

Share capital

Share premium account

Other paid-in equity

Other reserves

Total

Equity as of 1 January 2009

45 303

11 168

0

318 562

375 033

85 973

-114 642

-28 669

203 920

347 439

Change in equity for the year: Net income Stock option programme Equity as of 31 December 2009

1 075 45 303

11 168

87 048

1 075

Note 8 Long-term receivables Disbursement date

Maturity

2009

2008

Acta Kapitalforvaltning AS

31.12.07

31.12.17

49 970

80 000

Acta Asset Management AS

31.12.07

31.12.17

17 000

17 000

66 970

97 000

All amounts in thousands of NOK Borrower

Total

Long-term receivables consist of subordinated loans to the subsidiaries Acta Kapitalforvaltning AS and Acta Asset Management AS that were granted as a measure to strengthen the companies’ subordinated capital. The interest rate that applies to the receivables ­corresponds to the three-month NIBOR plus 300 basis points.

Note 9 Intercompany accounts, companies in the same group and related parties All amounts in thousands of NOK

2009

2008

Acta Kapitalforvaltning AS

1 161

21 456

Acta Asset Management AS

1 264

Acta Corporate Services AS

1 489

Acta Kapitalforvaltning AB

290

11

Group contributions from Acta Asset Management AS

210 384

Group contributions from Acta Kapitalforvaltning AS

84 893

Total intercompany receivables

88 818

232 129

Acta Kapitalforvaltning AS

57 112

Acta Asset Management AS

27 732

Acta Försäkringsplanering AB Acta Corporate Services AS Total intercompany liabilities

1 061

22 424

650 1 711

107 269

2009

2008

88 818

232 129

89

102

Note 10 Current receivables and other current liabilities All amounts in thousands of NOK Intercompany accounts, group companies Prepaid expenses Tax payable from previous years Miscellaneous current receivables

1 941 -301

0

90 547

232 231

Intercompany accounts, group companies

1 711

107 269

Accrued expenses, unpaid wages, holiday pay, etc.

2 682

2 191

Other current liabilities

2 405

3 734

Total other current liabilities

6 797

113 194

Total current receivables

ACTA Annual report 2009

75

acta holding asa - NOTES TO COMPANY ACCOUNTS - NGAAP

Note 11 Tax expenses All amounts in thousands of NOK Tax payable on taxable net income for the year

2009

2008

-1 640

51 469

Difference between tax papers and annual accounts Change in deferred taxes

-2 92

-3

Tax expenses for the year

-1 548

51 464

Effective tax rate 1)

-5.1%

27.9%

-30 217

184 150

25

-5

Net income before taxes on ordinary activities and tax base for the year Net income before taxes on ordinary activities Temporary differences: Change in temporary differences Permanent differences: Non-taxable income from the liquidiation of the subidiary Acta Prosjektmegling AS Non tax-deductable costs from writing down of shares in Acta Kapitalforvaltning AS Calculated benefit of stock options Other non-deductible items (net) Non-taxable group contribution received Tax base for the year

-327 108 138 1 075 15 -84 893 -5 857

183 818

Specification of tax effect of temporary differences Fixed assets 2)

-11

-339

Net temporary differences

-11

-339

-3

-95

-1 640

51 469

Net deferred tax (+)/deferred tax assets (-) on the balance sheet Tax payable on the balance sheet is calculated as follows: Tax payable on net income for the year Excess/insufficient tax paid for previous years Transferred to receivable for tax payable for previous years

-4 1 640

Tax payable transferred from Acta Prosjektmegling AS due to liquidation Total tax payable on the balance sheet

0 52

0

51 517

Net income before taxes on ordinary activities

77 920

184 150

Calculated tax expenses (28 %)

21 818

51 562

30 584

-98

Specification of other tax effects Permanent differences (28%) 3) Difference between tax papers and annual accounts Group contributions/dividends without any tax effect (28%)

99 -23 770

Tax expenses for the year

-1 548

51 464

Effective tax rate

-5.1%

27.9%

1)

Tax expenses in relation to net income before taxes. 2) Temporary difference transferred from Acta Prosjektmegling AS from liquidation. 3) Includes non-tax ­ eductible expenses, such as entertainment expenses and various customer events, certain gifts and deductible formation expenses as well as writing down of shares d in subsidiaries.

1)

76

ACTA Annual report 2009

acta holding asa - NOTES TO COMPANY ACCOUNTS - NGAAP

Note 12 Assets pledged as collateral and guarantees Pledged assets Credit limit

2009

2008

Nordea overdraft facility

60 000

0

34 841

Total

60 000

0

34 841

All amounts in thousands of NOK Recorded debt secured through collateral, etc.:

Acta Holding ASA has an overdraft facility with a limit of NOK 60 million, and it has guaranteed an overdraft facility with a limit of NOK 15 million kroner related to client funds in Acta Asset Management AS. Nordea has collateral in the shares of Acta Kapitalforvaltning AS, as well as accounts receivable and bank deposits in Acta Asset Management AS.

Guarantees Acta Holding ASA had outstanding guarantees valued at around NOK 15 million, in addition to unconditional guarantees for certain property rental agreements entered into by Acta Kapitalforvaltning AS. The rental guarantees have a remaining duration of between one to five years. The total guarantee obligation for these is NOK 8.3 million.

Note 13 Restricted bank deposits 2009

2008

Tax withholdings

537

448

Total

537

448

All amounts in thousands of NOK

Note 14 Financial risk Reference is made to Note 15 in the consolidated accounts for information on the company’s financial risk.

Note 15 Events after the date of the balance sheet On 16 February 2010, the Extraordinary General Meeting of Acta Kapitalforvaltning AS adopted a proposal for the award of stock options for the year 2010 in accordance with a stock option programme for all Acta Group employees with a framework of 5.5 million per year for each of the years 2009, 2010 and 2011. On 17 February 2010, a total of 4.279 million stock options were awarded of which 1.110 million were awarded to executive management.

Stavanger, 26 March 2010

Alfred Ydstebø Chairman of the Board

Stein Aukner Vice Chairman

Ellen Math Henrichsen Member of the Board

Harald Sig. Pedersen Member of the Board

Ragnhild Kvålshaugen Member of the Board

Geir Inge Solberg Managing Director

ACTA Annual report 2009

77

Auditor’s report

78

ACTA Annual report 2009

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION FOR ACTA HOLDING ASA. Adopted at the annual general meeting of 31 March 2005, last amended at the Board meeting of 2 March 2010. § 1 Company name and registered office

§ 7 Company signature

The company is a public limited company. The company’s name is Acta Holding ASA. The company’s registered office is located in Stavanger.

One board member together with either the Chairman of the Board or Chief Executive Officer may sign for the company.

The Board of Directors may grant power of attorney and ­special authorisations.

§ 2 Objects As parent company, the company’s objects are to administer its ownership interests within the group and all activities that ­naturally relate to these interests.

§ 8 Annual general meeting

The company’s share capital totals NOK 46,145,033.64, divided among 256,361,298 shares, each with a nominal value of NOK 0.18. The shares shall be registered with the Norwegian Central Securities Depository (VPS).

The annual general meeting shall be held annually by the end of June. The Board of Directors shall call the general meeting by issuing written invitations with at least 14 days’ notice to all shareholders with a known address.

Shareholders who wish to attend must send notification of such to the company within the deadline specified on the notice of the general meeting. The deadline must not be more than five days before the date of the general meeting.

Each share carries one vote at the general meeting.

§ 4 Share transfer

§ 9 Location of the general meeting

Notification of any acquisition of shares in the company shall be sent immediately to VPS. The purchaser of a share may only exercise the rights ­conferred on a shareholder when the acquisition has been registered in the shareholder register or when he or she has reported and paid for the acquisition.

The general meeting shall be held in Stavanger. However, the Board of Directors may decide to hold the general meeting in Oslo when appropriate.

§ 3 Share capital

§ 5 Structure of the Board The company’s Board of Directors consists of three to seven members according to the resolution adopted by the general meeting.

§ 10 Duties of the general meeting The ordinary general meeting shall: 1. Approve the annual accounts consisting of the profit t and loss account, the balance sheet and the annual report, including the consolidated accounts and dividends.

2. Address other items to be dealt with by the general meeting

§ 6 Nomination committee The company’s nomination committee consists of three to five members according to the resolution adopted by the general meeting.

ACTA Annual report 2009

79

Shareholder information

Shareholder information.

Stock exchange listing The shares in Acta Holding ASA were listed on the SMB List of the Oslo Stock Exchange in July 2001. The company was included in the Oslo Stock Exchange’s OSEBX index from 1 January 2004 and on the OB Match List from October 2004 after the Oslo Stock Exchange replaced its previous grouping of companies by industry with grouping by liquidity. The OB Match list consists of the most liquid companies after the 25 largest companies on the OBX list.

One of the criteria for the list is that the share is traded a minimum of ten times per day. A total of 383 million Acta shares were traded on the Oslo Stock Exchange in 2009, which gives a turnover rate of 1.5. In 2009 an average of 1.5 million shares in Acta Holding ASA were traded, which breaks down to 121 trades per day. The largest transaction carried out in the Acta share in the course of 2009 was the sale by Otium Finans AS of its 5 per cent share in the company.

Back in 2004 the company was given the ‘Information Award’ by the Oslo Stock Exchange and in 2009 Acta was granted the ‘English Award’. These awards are made on the basis of compliance with a number of information requirements, including the availability of information on the company’s website.

Share capital and shares As of 31 December 2009 Acta Holding ASA had a share capital of NOK 45.3 million, divided into 251 683 432 shares, each with a nominal value of NOK 0.18.

Authorisation to issue shares The general meeting of Acta Holding ASA has authorised the company’s Board of Directors to issue new shares. This

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ACTA Annual report 2009

authorisation­ was granted at the general meeting of 6 May 2009 and applies to the issuance of up to 25 million shares with a nominal­ value of NOK 0.18. The authorisation is valid until the next ordinary general meeting, but no longer than 30 June 2010.

Authorisation to purchase the company’s own shares The general meeting of Acta Holding ASA has authorised the company’s Board of Directors to purchase the company’s own shares. This authorisation was granted at the general meeting of 6 May 2009 and applies to the purchase of up to 25 million shares with a nominal value of NOK 0.18 within a price range of NOK 1 to NOK 100. The authorisation is valid until the next ordinary general meeting, but no longer than 30 June 2010.

Options In the course of 2009 the Board of Directors in Acta Holding ASA has granted a selected group of individuals in Acta’s top management­ stock options in accordance with the stock option programme launched in 2008. In 2009 the Board of Directors in Acta Holding ASA decided to replace this programme with a new one covering all employees in the company. The scheme is a part of a long-term incentive programme for employees in Acta with the aim of contributing to good results and helping to attract new employees as well as keep current ones. At the time of the approval­ of the annual accounts a total of 8.86 million stock options are granted, of which employees in leading positions hold 3.69 million stock options. The stock option programme is in accordance­ with the authorisations granted by the annual general meetings on 30 April 2008 and 6 May 2009. The strike price for the options was set to NOK 20.04 for the options granted in 2008, NOK 2.07

Shareholder information

for the options granted in March 2009, NOK 3.91 for the options granted in ­October 2009 and NOK 3.38 for the options granted in February 2010. The strike price shall be reduced by the accumulated­ ­dividend paid in the period after the options have been awarded. The dividend for 2007, paid after the award of the options in 2008 was NOK 2.55 per share. Up to 50 per cent of the stock options granted in 2008 can be exercised in 2010 and up to 50 per cent can be exercised in 2011. For both years the options must be exercised within specified periods. Up to 50 per cent of the stock options granted in March 2009 can be exercised in 2011 and up to 50 per cent can be exercised in 2012. For both years the options must be exercised within specified periods. 100 per cent of the stock options granted in October 2009 and February­2010 can be exercised in 2011 and 2012 respectively. For both years the ­options must be exercised within specified periods.

As of 31 December 2009, Acta Holding ASA had no outstanding­ warrants or other financial instruments that might lead to the issue of new shares.

Share price performance The share price was NOK 4.14 at the end of 2009, which gives a market capitalisation of NOK 1 042 million. The highest and lowest­ quoted prices recorded in 2009 were NOK 4.80 and NOK 1.27, respectively. The price at the end of 2008 was NOK 2.50 in comparison. This gives a price increase of 66 per cent in 2009. No dividends were paid in 2009. The Oslo Stock ­Exchange’s OSEBX index rose during the same period by 65 per cent, while the financial­(OSE40) index rose by 127 per cent.

The graph on the next page shows share price and volume movements for Acta Holding ASA from 1 January to 31 December 2009 compared with the Oslo Stock Exchange’s OSEBX index.

Own account trading rules Employees who normally have access to or work with investment services or the management of financial instruments for the enterprise or for the accounts of the enterprise’s clients shall be subject to the own account trading rules in Chapter 8 of the Norwegian Securities Trading Act. Acta is dependent on having a very orderly relationship with the financial market and supervisory authorities, and the management has decided that these rules shall apply to all the employees­in the Acta Group’s investment firms, Acta Kapital­ forvaltning AS and Acta Asset Management AS and Axir AS, with some few exceptions made for those working in support functions who do not have insight into investment services. The company has compiled a code of conduct for its employees with regard to the securities market.

Dividend policy The company’s dividend policy remains unchanged from 2008, and it aims to pay out the highest possible share of the net income

as dividends, taking into account legal requirements as well as financial­ solidity and liquidity needs. For the 2009 financial year, the Board of Acta Holding ASA has proposed not to pay dividend to its shareholders. Considerations of liquidity and capital adequacy­ requirements were the key reasons for the proposal not to pay dividend for the 2009 financial year.

Shareholders Acta’s shareholders consist of institutional investors, small investors­ and one principal shareholder. The latter has a consultancy agreement­ with Acta Holding ASA equivalent of a half man-­ labour year. Acta’s largest shareholder is the chairman of the Board Alfred Ydstebø and related parties and they own through the investment company Coil Investment Group AS approximately­ 14 per cent of the company’s shares. At the year-end, the 20 largest­ shareholders held a total of 57 per cent of the company’s shares.

As of 31 December 2009, Acta Holding ASA had 4 290 shareholders, a decline of 25 from the previous year. The number of foreign shareholders fell from 217 to 188. The number of Norwegian­ shareholders increased from 4 098 to 4 102. A list of the 20 largest shareholders as of 31 December 2009 is given in the table below.

Shares

%

Coil Investment Group AS

Shareholders

35 068 547

13.93%

Caprice AS

15 407 000

6.12%

Best Invest AS

12 808 707

5.09%

Carnegie Investment Bank AB

12 048 850

4.79%

Bjelland Trading AS

10 549 000

4.19%

Mons Holding AS

9 060 620

3.60%

Perestroika AS

9 010 000

3.58%

Sanden AS

6 981 568

2,77%

Tveteraas Eiendomsselskap AS

4 500 000

1.79%

Tenold Gruppen AS

4 057 000

1.61%

IKM Industri-Invest AS

4 023 800

1.60%

Arctic Securities ASA

2 583 600

1.03%

Ojada AS

2 500 000

0.99%

International Oildfield Services AS

2 500 000

0.99%

Bank of New York Mellon SA/NV

2 346 705

0.93%

Steinar Lindberg AS

2 100 000

0.83%

Extellus AS

2 000 000

0.79%

Nordnet Bank AB

1 961 448

0.78%

DnB NOR Bank ASA

1 822 000

0.72%

Bank of New York Mellon SA/NV

1 647 560

0,65%

Total 20 largest shareholders

142 976 405

56.81%

Total other shareholders

108 707 027

43.19%

Total number of shares

251 683 432

100.00%

ACTA Annual report 2009

81

Shareholder information

Shareholders ranked by number of shares Shareholdings < 1 000

Financial calendar for 2010

Share­ holders

Shares

%

548

199 248

0.08%

1 000–9 999

2 091

7 059 830

2.81%

10 000–99 999

1 389

35 193 863

13.98%

234

55 893 750

22.21%

Investor relations

23

67 454 637

26.80%

Acta intends to maintain and further develop the company’s good relations and keep an open dialogue with all participants in the capital markets. The Investor Relations function is exercised by the company’s Head of IR, Jo-Inge Fisketjøn, and Chief Financial Officer Christian Tunge. Their contact information is given to the right:

100 000–999 999 1 000 000–9 999 999 > 10 000 000 Total

5

85 882 104

34.12%

4 290

251 683 432

100.00%

Proportion of shares held by foreign investors The EEA agreement secures Norwegian and foreign investors the same right to buy shares. At the end of 2009 the total number of shares held by foreign investors was 32.1 million, or 12.8 per cent, and these shares were held by 188 shareholders. By comparison, at the end of 2008 there were 33.5 million shares, or 13.3 per cent, held by 217 shareholders, while at the end of 2007 the shares held by foreign investors represented 32.1 per cent. A list of shareholders by country is given in the table below.

Country of Residence

E-mail: jo-inge.fisketjon@acta.no, tel. 21 00 33 49 E-mail: christian.tunge@acta.no, tel. 21 00 33 54

Internet Acta’s interim reports, interim presentations, annual reports, stock exchange announcements, updated shareholder lists, etc. are published­regularly on Acta’s website at www.acta.no.

Shares

%

Shareholders

%

Norway

219 573 498

87.24%

4 102

95.62%

Sweden

15 953 695

6.34%

82

1.91%

Belgium

5 111 799

2.03%

9

0.21%

UK

2 303 091

0.92%

27

0.63%

USA

2 261 932

0.90%

20

0.47%

Switzerland

1 853 439

0.74%

6

0.14%

Luxembourg

1 692 110

0.67%

3

0.07%

Denmark

1 622 542

0.64%

16

0.37%

Monaco

500 000

0.20%

1

0.02%

Germany

380 300

0.15%

3

0.07%

Iceland

220 000

0.09%

1

0.02%

80 000

0.03%

2

0.05%

Italy Netherlands

38 975

0.02%

4

0.09%

Finland

34 100

0.01%

3

0.07%

France

30 800

0.01%

3

0.07%

Spain

14 000

0.01%

3

0.07%

Other countries

13 151

0.01%

5

0.12%

251 683 432

100.00%

4 290

100.00%

Total

82

The financial calendar is presented on the next page. The quarterly presentations will be held in Oslo, while the Annual General Meeting will be held in Stavanger. All the presentations are open to the public and will be transmitted on the Internet.

ACTA Annual report 2009

Relative evolution in share price in 2009

200

12 000

180 160 9 000

140 120 100

6 000

80 60 3 000

40 20 0

0

Acta

OSEBX

Total volume

Ownership stake

6% 2%

87%

5%

Norway Sweden Belgium Others

Andre 5% 87 %

Financial calendar for 2010

2% 6%

05.05.10

11.05.10

18.08.10

Interim report for Q1 2010

Annual General Meeting

Interim report for Q2 2010

Belgia Sverige Norge

27.10.10

Interim report for Q3 2010

ACTA Annual report 2009

83

CORPORATE GOVERNANCE AND COMPANY MANAGEMENT

CORPORATE GOVERNANCE­ AND COMPANY ­MANAGEMENT. Norwegian Code of Practice The “Norwegian Code of Practice for Corporate Governance” was initially published on 7 December 2004 by the Norwegian Corporate Governance Board (NUES). On the basis of changes in laws and rules and the experience gained by use of the Code of Practice, NUES annually assesses the need to update the ­Norwegian Code of Practice. Revisions to the Code of Practice were presented on 8 December 2005, 28 November 2006, 4 December 2007 and 21 October 2009. Acta will report in ­accordance with the Code of Practice in effect at any given time and explain how the company has complied with the individual sections of the Code of Practice. Instances where Acta departs from the Code of Practice are commented on separately. Below is a review of the areas in the Code of Practice.

1. Implementation and reporting on corporate governance The Board of Acta Holding ASA aims to comply with the Code of Practice for Corporate Governance in all material areas.

The group has prepared ethical guidelines, guidelines for how to deal with conflict of interests and internal guidelines for own ­account and insider trading. The guidelines describe laws and rules that apply to all employees, temporary workers and ­elected officers, both internally and vis-à-vis the group’s stakeholders. The ethical guidelines are based on Acta’s core values that govern all Group business. Acta’s operations are based on the following ­values: competence, quality, client focus, integrity and ­involvement. The ethical guidelines are clearly communicated

84

ACTA Annual report 2009

in the organisation­ and define what desirable and undesirable conduct­is.

2. Business Acta’s vision is to create good long-term returns for our clients.

Acta’s business idea is to create good portfolios and long-term value for its clients through comprehensive requirement clarification,­ close follow-up and a first-class product range. The articles of association for Acta Holding ASA are included in their entirety in the annual report.

3. Share capital and dividends Equity The group’s equity at 31 December 2009 amounted to NOK 321 million, which constituted 78 per cent of the total assets. Acta has a business model which requires little tied-up capital, which is also confirmed by the fact that the need for investment for ­organic growth is low. The Board of Directors constantly assesses the company’s need for financial strength in light of the company’s goals, strategy and risk profile.

Dividend policy The company’s dividend policy is unchanged from 2008, which means that the company will practice a dividend policy that pays out the highest possible share of the net income as dividends, where legal requirements and the requirement for satisfactory ­financial solidity and liquidity are taken into consideration.

The Board proposes to the general meeting that no dividend will

CORPORATE GOVERNANCE AND COMPANY MANAGEMENT

be paid for the financial year 2009. The liquidity situation and capital coverage have been decisive for the Board’s proposal not to pay dividend­ for the financial year 2009. The dividend policy is also presented in the shareholder information chapter.

Capital increase The general meeting of Acta Holding ASA has authorised the company’s Board of Directors to issue up to 25 million new shares, which represents 10 per cent of the outstanding shares. The mandate­ was given in order to increase flexibility with regard to potential private share placements with strategic business partners­ or financial investors, as authorisation for use for new capital requirements, as payment for potential acquisitions or in the issue of stock options or award of shares, stock options and/or subscription rights to leading employees and key personnel etc.

The mandate shall apply until the next ordinary general meeting, but not longer than 30 June 2010. The Board of Directors in Acta Holding ASA has granted stock options to all Acta employees in accordance with the mandate granted by the general meeting.

In March 2010, the Board made use of the mandate to issue 4 677 866 new shares as 80 per cent payment for the acquisition of Axir AS. The remaining 20 per cent will be paid for through the issue of new shares at a later date. This is in accordance with the authorization granted by the ­annual general meeting on 6 May 2009. At the annual general meeting the Board of Directors will propose replacing this authorisation with a new authorisation that shall apply until the next ordinary general meeting, but not longer than 30 June 2011, and that still corresponds to 10 per cent of the outstanding shares.

Buy-back of shares The general meeting of Acta Holding ASA has authorised the company’s Board of Directors to purchase the company’s own shares. This authorisation was granted at the general meeting of 6 May 2009 and applies to the purchase of up to 25 million shares with a nominal value of NOK 0.18 within a price range of NOK 1 to NOK 100. Such mandates are common in major listed companies­ and provide the opportunity to make use of the financial­ instruments and mechanisms prescribed by the Norwegian­ Joint Stock Public Companies Act, as well as giving the company an opportunity to optimise its capital structure. The mandate was also granted so that the company can use its own shares as payment in the event of acquisitions, to fulfil the stock option programme for leading employees and key personnel etc.

The mandate shall apply until the next ordinary general meeting, but not longer than 30 June 2010. At the annual general meeting the Board of Directors will propose replacing this authorisation

by a new authorisation that shall apply until the next ordinary ­general meeting, but not longer than 30 June 2011 and that still corresponds to 10 per cent of the outstanding shares.

4. Equal treatment of shareholders and transactions­with related parties Acta Holding ASA has one share class, and each share carries one vote at the company’s general meeting. Equal treatment of the shareholders has also been assured by the fact that in all capital increases subsequent to the stock exchange listing in 2001, existing shareholders have had preferential rights. The only exception has been for private placements to employees where all employees have been able to participate on equal terms and the share issue related to the payment for Axir AS. No transactions took place in the company’s own shares in 2009, but the mandate governing trading in the company’s own shares gives the Board the authority to act freely with regard to the way in which trading and use of shares may take place.

All subsidiaries are wholly owned and there are thus no conflicts­ of interest with minority shareholders. On 1 January 2006, Acta Holding ASA entered into a consultancy agreement with the Chairman of the Board Alfred Ydstebø through the company Coil Investment Group AS. The consultancy agreement originally ­covered services with a scope equivalent to 50 per cent of a full-time position. In 2009, the original agreement was replaced with a new consultancy agreement covering services with a scope with Acta equivalent to 35 per cent of a full-time position. For 2009, the sum of NOK 831 000 excluding VAT was expensed.

The agreement applies from 1 August 2009 and can be terminated by giving one month’s notice. Apart from this, there have been no material transactions between the company and the shareholders, the Board of Directors or the management. Potential conflicts of interest between the Board and these groups are dealt with by the Board.

ACTA Annual report 2009

85

CORPORATE GOVERNANCE AND COMPANY MANAGEMENT

5. Free negotiability The company has no limitations on the ownership or sale of the company’s shares.

6. General meeting The annual general meeting ensures the shareholders’ participation­ in the body that exercises the highest authority in the company and that adopts the company’s articles of association. The Board of Directors will make provisions to enable as many shareholders as possible to exercise their ownership rights by participating in the company’s general meeting.

Convening notice The general meeting is held annually no later than the end of June. The date for the 2010 general meeting has been set at 11 May. Notices convening ordinary and extraordinary general meetings are without exception sent to the shareholders at least 14 days in advance. The company plans to make the convening notices with accompanying documentation available in electronic format not less than 21 days prior to the general meeting. The company’s financial calendar is published as a stock exchange ­announcement, on Acta’s website and in the annual report. ­Emphasis is placed on ensuring that the relevant documents contain­ all necessary information to allow shareholders to form a view on all matters to be considered at the meeting. The annual report has regularly been enclosed with the notice convening the ordinary general meeting. The general meetings are held in ­accordance with the company’s articles of association, normally in Stavanger.

Registration The company’s articles of association state that the deadline for registration must not be more than five days before the date of the general meeting. The aim is to set the deadline as close as possible to the date of the meeting. The company has practised a flexible registration procedure. Shareholders are invited to vote by proxy and authorisations linked to each item are facilitated. The authority­

86

ACTA Annual report 2009

is enclosed with the notice of the general meeting where instructions­ can also be given regarding voting related to each point to be addressed. The Chairman of the Board will be able to vote on behalf of shareholders as proxy if this is desired.

The nomination committee’s recommendations for candidates to positions in the company’s entities are based on the characteristics already represented in the Board among Board members who are not standing for election. One attempts to complement­ these with members with the desired experience and competence. Due to this, the Board believes that the recommendations from the nomination committee should be voted on collectively rather than individually.

As a rule, the Chairman of the Board, the management, ­including the CEO, the chair of the nomination committee and the auditor are present. The general meeting has been chaired by an independent meeting chair in recent years. In 2009, the ­general meeting was held on 6 May with 26 per cent of the total capital represented. The minutes of the general meeting are ­available on the company’s website.

7. Nomination committee At the annual general meeting held on 31 March 2005, the Board tabled a proposal for the inclusion of a nomination committee in the articles of association in accordance with the Code of Practice­ for Corporate Governance. The task of the nomination committee is to present its opinion to the general meeting on the election of Board members and their remuneration. The committee­shall consist of three members whose term of office is two years. All the members and the chairman of the committee are elected by the general meeting. The committee consists of Ulf-Einar Staalesen (chairman), Jan Petter Collier (member) and Alfred Ydstebø (member). The first two of these members represent­ the majority in the committee and are independent of the Board and executive management. Alfred Ydstebø is both shareholder and Chairman of the Board and not therefore independent.­ The Managing Director or other executive managers­ are not members of the nomination committee.

The composition of the nomination committee seeks to balance several aspects, ­including emphasising the principles of independence­ and the avoidance of any conflict of interest ­between the nomination ­committee and the candidates it puts ­forward. The nomination committee’s independence from the Board of Directors and the management of the company dictates that the recommendation of nomination committee members to the general meeting should be undertaken by the nomination committee itself. The deadline for submitting suggestions for ­candidates is 31 December 2010 and can be carried out by contacting­ Acta Holding ASA, Nomination­ Committee, Børe­haugen 1, 4006 Stavanger. The nomination committee’s ­recommendation of members is normally­ sent along with the ­notice of the general meeting. The resolution on the composition of the nomination committee takes place with a simple majority.

CORPORATE GOVERNANCE AND COMPANY MANAGEMENT

8. Corporate assembly and the Board of Directors - composition and independence

holders, and representatives from the executive management should not be members of the Board of Directors. Proposals for the composition of the Board of Directors also emphasise diversity,­ the ability to cooperate and a balanced gender representation.

Corporate assembly The Acta Group has almost 250 permanent employees, and the majority of these work in the investment firm Acta Asset ­Management AS, a subsidiary of the parent company Acta ­Holding ASA. However the number of employees there is less than 200 so there is no requirement for a corporate assembly.

Board of Directors The Board of Directors in Acta Holding ASA consists of five members and its current composition is as follows: Alfred Ydstebø (Chairman of the Board), Stein Aukner (Vice Chairman), Ragnhild Kvålshaugen, Ellen M. Henrichsen and Harald Sig. Pedersen.

Detailed information about each Board member may be found on page 33.

9. The work of the Board of Directors The duties of the Board of Directors The Board of Directors has the ultimate responsibility for the management of the group and the supervision of day-to-day management and the group’s operations. In addition to supervisory and advisory duties, the Board’s main tasks consist of participating in formulating the group’s strategy. The Board appoints the CEO.

Instructions for the Board of Directors The Board has prepared instructions for its own work, as well as for the day-to-day management, with particular emphasis on clear internal allocation of responsibilities and duties.

Independence Acta is making great efforts to achieve independence among shareholders, the Board of Directors and the administration. There are no group employees on Acta Holding’s Board of Directors. The Chairman of the Board, Alfred Ydstebø, has a consultancy agreement­with the company. He works in office premises that are separate from the daily activities and the day-to-day management of Acta. Four of the five Board members are independent of the main shareholders. As laid down in the articles of association, the term of office for Board members is two years at a time. The CEO is not a member of the Board.

Board members’ shareholdings As at 31 December 2009, Board members of Acta Holding ASA have the following shareholdings in the company: Alfred Ydstebø, Chairman of the Board, owns 35 068 547 shares through the company Coil Investment Group AS. Stein Aukner, the Vice Chairman of the Board, owns 237 500 shares privately and through the company Aukner Holding AS. Board members are encouraged to own shares in the company.

Election of the Board of Directors The general meeting elects representatives to the Board. The nomination committee prepares a proposal regarding Board members prior to the election, and this is normally sent to the shareholders along with the notice convening the general meeting.

Resolutions on the composition of the Board are adopted by simple­majority. For the election of new Board members, proposals­ regarding its composition are subject to the provisions in the Code of Practice concerning the independence of management. This means that a majority of the shareholder-elected members should be independent of the company’s executive management and material business contacts, at least two of the members elected by the shareholders should be independent of the principal share-

Board committees The general meeting established three board committees in 2006, an audit committee, a compliance committee and a compensation committee respectively. The reason for this was to help ensure thorough and independent consideration of matters concerning financial reporting, compliance and the remuneration of the ­executive management. The duties of the respective committees are listed below.

The duties of the audit committee: •

•

•

•

• •

Preparing quality assurance by the Board of the group’s disclosure of accounts and financial reporting Assessing the company’s material accounting principles and material valuation items Monitoring the company’s internal control arrangements, risk management systems and internal audit function, including internal audit plans and ensuring that the internal audit function has sufficient resources Maintaining regular contact with the company’s elected auditor in respect of the audit of the company’s interim and annual accounts at both the company and consolidated levels Reviewing the external auditor’s plans and budget Reviewing with an external auditor and monitor the independence of the auditor and/or accounting firm used by the company, including monitoring non-audit services provided by the auditor or accounting firm.

The audit committee consists of Ellen M. Henrichsen, Chairman, Ragnhild Kvålshaugen and Alfred Ydstebø. The majority of the audit committee are considered to be independent of the company’s business operations.

The mandate of the audit committee fulfils the legal require-

ACTA Annual report 2009

87

CORPORATE GOVERNANCE AND COMPANY MANAGEMENT

ments for audit committees for publicly listed companies.

The duties of the compliance committee: •

•

•

The committee shall assist the Board in exercising its control and management function, particularly with regard to ensuring that the entire Acta Group operates in compliance with current laws, rules and guidelines The committee shall ensure that the company establishes and maintains internal procedures and instructions in relation to the laws and rules in effect and communicates them to the employees The committee shall report to the audit committee at least twice a year

The compliance committee consists of Harald Sigurd Pedersen as Chairman and Alfred Ydstebø as member.

The duties of the compensation committee: •

•

Preparing guidelines for the Board for the remuneration of the executive management and its discussion of specific remuneration matters Other material employment issues in respect of the executive management

The compensation committee consists of Alfred Ydstebø as Chairman­ and Stein Aukner as member. Both members are considered­ to be independent of the company’s executive management.­

Assessment by the Board of Directors of its operations and ­competence The Board of Directors will carry out an annual assessment of its operations and competence which includes an assessment of the composition of the Board and the manner in which the Board functions both individually and as a group with regard to the goals stipulated for its work.

10. Risk management and internal control The group does not have a special department for internal auditing.­However, extensive regulations exist concerning internal control systems as a part of the company’s total quality programme,­ preparation of the management accounts and the financial accounts­and the general financial management. The subsidiaries Acta Asset Management AS and Acta Kapitalforvaltning AS engaged KPMG as an internal auditor in accordance with the ­Internal Control Regulations in 2005 and 2006 respectively. The group has developed sound routines and procedures for continuous­ internal control, and the board committees established in 2006 will contribute to sound control of the preparation of the group’s ­accounts and financial reporting as well as supervision of the company’s­internal control.

With effect from 2010 the Board of Directors has carried out

88

ACTA Annual report 2009

an annual review of the Group’s most important risk areas and internal control arrangements in the Group. Refer also to pages 26–29 in the annual report where risk management and internal control are covered in detail.

Financial reporting In addition to board meetings, the Board receives monthly financial­reports describing the company’s financial status.

11. Remuneration of the Board of Directors The Directors’ remuneration is decided by the annual general meeting and is consistent with the responsibilities, competence and time used by the Board. The remuneration for 2009 was NOK 250 000 for the Chairman of the Board and NOK 150 000 for other board members. The remuneration is a fixed amount and has no performance related elements.

Alfred Ydstebø, the Chairman of the Board, has a consultancy agreement with Acta equivalent to 35 per cent of a full-time position.­ This agreement, including the remuneration Ydstebø ­received for this work has been comprehensively handled and ­approved by the Board of Directors.

12. Remuneration to employees in leading positions The remuneration for the Chief Executive Officer is set by the Board of Directors. The Board also establishes guidelines for the remuneration of other employees in leading positions, including both the level of fixed salary and the principles for and scope of bonus schemes. In February 2008, the Board of Directors decided to implement an option programme for a selected group of individuals­ in Acta’s executive management with a framework of awarding a maximum of three million stock options, with one option entitling the holder to one share. In 2008, the company launched a long-term incentive ­programme (“K3”) for the group management, branch managers, partners and other key personnel. The incentives are linked to the achievement of results (operating earnings) and the group’s recurring­ revenues for the period 2008–2011. In 2009, these programmes were replaced with a new long-term incentive programme including a stock option ­programme for the years 2009–2011, with an annual award of approximately 5.5 million stock options per year, covering all employees in the Acta Group.

Remuneration of employees in leading positions is described in the notes in the annual report.

13. Information and communication The company attaches great importance to informing its owners and investors about the group’s development and economic and financial status. Every attempt is made to ensure that the information­ is identical and conveyed to all parties simultaneously.­ Effective communication with the financial

CORPORATE GOVERNANCE AND COMPANY MANAGEMENT

market is assured by sending all material information, according to the existing statutory­ framework, such as stock exchange ­announcements, including the company’s financial calendar with the dates for publishing interim reports, general meetings and ­potential dividend payments.

Open investor presentations are arranged in connection with the presentation of quarterly and annual results. Since the first quarter of 2004, all presentations of the company’s ­interim reports have been webcasted over the Internet and can be viewed directly or on demand. Acta has filed for, and has been granted dispensation­from the language requirements in the Securities Trading Act. ­Interim reports will therefore be published only in English. The company has placed emphasis on developing and improving the Investor Relations pages of its website, and in 2004 it received the “Information Award” from Oslo Stock Exchange. In 2009 Acta was granted the ‘English Award’.

These awards are made on the basis of compliance with a number of information requirements, including the availability of information­ on the company’s website. Further improvements to these pages are under continuous­consideration.

The Board of Directors has not prepared specific guidelines for contact with shareholders apart from via the general meeting, but has made arrangements for this by providing contact information for the company’s IR function on the company’s website.

14. Acquisition In the event of any takeover bid, the Board of Directors and ­executive management in Acta have an independent obligation to help to ensure that Acta’s shareholders are treated equally. The Board has a particular responsibility to ensure that shareholders receive sufficient information to be able to consider a bid. The Board supports the provision in the recommendation for the code of practice to the effect that the Board should not without special reasons attempt to prevent or place obstacles in the way of any party making an offer for the company’s business operations or shares and has acted in accordance with this provision. There are no major share issue authorisations other than accounted for, or other possible measures that can be used to create difficulties or obstruct a possible bid for the company’s shares. In the event of an offer for the company’s shares, the Board of Directors will make a statement evaluating the offer and a recommendation to the company’s shareholders. If the Board of Directors does not find it possible to make such a recommendation the reason for this must be stated.

In a takeover situation the Board will consider obtaining an independent valuation, and in cases involving large shareholders, Board members, executive management, related parties or others who have held such positions, the Board will normally obtain an independent evaluation.

Transactions that in reality entail the transfer of the business will preferably be presented to the general meeting for a final decision.­

15. Auditor The auditor presents a plan to the Board of Directors detailing the main points of the planned audit each year. The auditor attends the board meeting at which the annual accounts are approved and other board meetings or audit committee ­meetings at which material­ decisions concerning the accounts or internal control are to be taken as well as other meetings at the Board’s request. Both the internal and the external auditor participate in two meetings a year with the audit committee or the Board. The external auditor submits an annual report on his or her work during the previous financial year, on matters that have been the subject of particular attention or discussion with the management, and on the organisation and execution of internal control in the operational subsidiaries.

Starting­ in 2010, the internal auditor will conduct a review of conditions­related to risk management and internal control in the Group together with the Board of Directors. Arrangements are made so that the auditor can meet the audit committee or the Board of Directors without the general management of the company being present – if this is required. The external auditor is engaged on ordinary terms for each company in the group. Apart from auditing and giving assistance in compiling and reporting tax matters, the external auditor has limited assignments for the group. Fees for consulting assignments are detailed in a note to the annual accounts.

ACTA Annual report 2009

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OFFICE OVERVIEW

Denmark Copenhagen Østergade 5–9, 2. sal DK-1100 København K +45 3336 7700

norway Asker and Bærum Leif Tronstads plass 4 P.O. Box 247 NO-1301 Sandvika +47 21 00 14 00 Bergen Brygge Bryggen 15 NO-5004 Bergen +47 21 00 39 00 Fredrikstad Storgata 10 NO-1607 Fredrikstad +47 21 00 15 00 Hamar Løvstadveien 7 NO-2312 Ottestad +47 21 00 18 00

Helsingborg Drottninggatan 13, 6 tr SE-252 80 Helsingborg +46 (0)42 495 90 32

Tromsø Storgata 74 P.O. Box 510 NO-9255 Tromsø +47 21 00 38 00

Jönköping Brunnsgatan 20 SE-553 17 Jönköping +46 (0)36 160 130

Trondheim Prinsensgate 39 NO-7011 Trondheim +47 21 00 37 00 Tønsberg Ramberveien 1 P.O. Box 2319 NO-3103 Tønsberg +47 21 00 16 00 Ålesund Grimmergata 5 P.O. Box 827 Sentrum NO-6001 Ålesund +47 21 00 36 00

Haugesund Haraldsgaten 165 P.O. Box 54 NO-5501 Haugesund +47 21 00 34 00

Sweden

Kristiansand Kirkegaten 1 P.O. Box 497 NO-4664 Kristiansand S +47 21 00 17 00

Gothenburg Östra Hamngatan 26–28 SE-411 09 Göteborg +46 (0)31 12 59 30

Oslo Henrik Ibsensgate 90, Solli plass P.O. Box 1787 Vika NO-0122 Oslo +47 21 00 10 00

90

Stavanger Børehaugen 1 NO-4006 Stavanger +47 21 00 30 00

ACTA Annual report 2009

Borås Västerlånggatan 20 SE-503 30 Borås +46 (0)33 12 68 40

Halmstad Storgatan 18 SE-302 43 Halmstad +46 (0)35 12 73 90

Karlstad Älvgatan 5 SE-652 25 Karlstad +46 (0)54 15 69 60 Kristianstad Cardellsgatan 8 SE-291 31 Kristianstad +46 (0)44 10 65 70 Linköping Kungsgatan 41A SE-582 20 Linköping +46 (0)13 13 01 90 Malmö Stortorget 9 SE-211 22 Malmö +46 (0)40 30 07 20 Stockholm Kungsgatan 8 SE-111 43 Stockholm +46 (0)8 579 440 00 Uppsala Svartbäcksgatan1 SE-751 46 Uppsala +46 (0)18 10 06 70 Västerås Kristinagatan 15 SE-724 61 Västerås +46 (0)21 12 88 70

Tromsø

Trondheim

Ålesund

Hamar Bergen Sandvika

Oslo

Västerås

Karlstad

Haugesund Tønsberg

Stockholm

Fredrikstad

Stavanger/Main Office Linköping Kristiansand

Borås Jönköping

Gothenburg

Halmstad Helsingborg

Kristianstad

Copenhagen Malmö

Uppsala

Acta Holding ASA Børehaugen 1 NO-4006 Stavanger Norway +47 21 00 30 00

WWW.ACTA.NO