confident about thefuture - jaarverslag.com€¦ · cryo-save group n.v. annual report 2008 07 1 4...

Confidentabout thefuture

Cryo-Save Group N.V.Annual report 2008

Cryo-Save Group is a profi table emerginghealthcare services group whose business focuseson the collection, processing and storage of humanadult stem cells collected from the umbilicalcord blood, and the umbilical cord itself, at birth.The Group currently trades in 38 countries,principally in Europe. It operates four laboratorieswhere it has to date stored in excess of 100,000stem cell samples. Management estimates that theGroup has 50% of the total cord blood stem cellstorage market in Europe.

Contents01 Business & financial highlights02 Facts & figures 04 Industry leaders06 Global reach08 What our customers say10 Chairman’s statement12 Chief Executive’s review14 Operating & financial review18 Board of Directors

20 Report of Directors23 Remuneration report25 Corporate governance28 Consolidated income statement29 Consolidated balance sheet30 Consolidated statement of

changes in equity31 Consolidated cash flow statement32 Notes to the consolidated

financial statements

58 Company income statement58 Company balance sheet59 Notes to the Company

financial statements62 Other information on the financial statements64 Information for shareholders65 Advisers

01Cryo-Save Group N.V. Annual report 2008

Business &financial highlightsFinancial highlights Operational highlights

> Number of samples stored up 21%to 25,169 (2007: 20,814)

> Strong organic growth especiallyin Spain, Italy, Hungary and SouthEastern European countries

> Commenced operations in India,including building of processingand storage facility, and France

> Launch of CryoCord Gold

> Revenue up 67% to b29.5 million(2007: b17.7 million)

> EBITDA b4.0 million (2007: b4.4 million)

> Underlying* Profi t before taxationb3.9 million (2007: b4.5 million)

> Underlying* Earnings per share7.2 euro cents (2007: 10.3 euro cents)

> Net cash from operations b1.9 million(underlying** 2007: b1.7 million)

IFRS figures

> Operating profi t b2.3 million(2007: b4.2 million)

> Profi t for the year b2.6 million(2007: b3.9 million)

> Earnings per share 5.5 euro cents(2007: 10.3 euro cents)

* Underlying profit before taxation and underlying earnings per shareare the reported numbers adjusted for amortization of identifiedintangible assets, amounting to b1.1 million before tax.

** Underlying net cash from operations 2007 is the reported numberadjusted for b3 million repaid loans by related parties.

02 Cryo-Save Group N.V. Annual report 2008

Facts & figures

No.1Europe’s leading stem cell bank

With an estimated market share of 50%,the Group is the clear leader in Europe.

2New major markets

During 2008, the Group successfullyintroduced its services into India,and explored opportunities to startoperations in France. The marketpotential in India is substantial. Thereare about 200,000 births per year in theurban upper and middle class customersegments and over 27 million births peryear in total. France represents potentiallythe largest market in Europe witharound 850 thousand births per year.

38Countries

With a representation in 38 countriesin total, the Group has the widestgeographical spread of any companyactive in the marketplace. The Europeancountries alone represent a totalannual birthrate of over 5 million. Inthe Middle-Eastern countries the totalbirthrate increases rapidly and reacheda level of more than 2 million in 2008.In the other countries where the Groupis active (India and South Africa), theannual birthrate in the targeted marketsegments is about 300 thousand.


+21%

8567%100,000

Diseases treated

20 years ago only one disease couldbe treated with umbilical stem cells;ten years ago only a handful. Todayumbilical cord stem cells have beensuccessfully used in the treatmentand support of more than 85 primarilybone-marrow related diseases.

Revenue growth in 2008

In 2008, the Group grew revenue by 67% to b29.5 million driven bya combination of the price increase successfully implemented during2008, a 21% increase in sales volume and the impact from acquisitions.

Stem cell samples saved

At the year end 2008 the Group had saved over95,000 samples. On 12 March 2009, the Groupannounced the storage of the 100,000th sample,underlining its leading position in Europe.

Samples stored in 2008

The number of samples storedgrew by 21% during the year to 25,169.This increase was entirely organic,as all of the acquisitions made werewith partners who already stored theirsamples with the Group.


Opinion“For me, the excitement ofregenerative medicine is to givepeople a greater quality of life asthey grow older.The ability to use your own bodyto manage serious disease is closerthan ever before, thanks to theadvances in research.”Prof. McGuckin, President Novus Sanguis ConsortiumFrance


2,465Clinical trialswww.clinicaltrials.gov

In March 2009, 2,465 clinical trials are being conductedwith adult stem cells.

Consultation with industry leaders, bothin and outside Cryo-Save, is important inorder to communicate with clinicians and(potential) customers to improve decisionmaking regarding the use, efficiency andmedical applications of umbilical cordstem cells.

Industry leaders

Dr. Schirren, GynaecologistGermany

“Based on scientific facts… storing mychildren’s umbilical stem cells does notonly mean security for today but also abig promise for tomorrow.”

Prof. Dr. Albert RamonFounder and President of ITERA

“20 years ago no one believed thatcord blood was useful. Now we knowthat cord blood is a major source of stemcells – the potential of which for treatingdisease is immense.”


“Cryo-Save is Europe’s leadingstem cell bank, not only in termsof market share, but also in settingthe highest standards in stemcell storage, and in commitmentto research to further improvecryopreservation techniques.Adopting these standards alsoin India has proven to be verybeneficial to us.”

Growingmarkets

Dr. RameshCryo-Save / Chief Technical Officer / India


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Global reach

The market potential in the 38 countries inwhich we operate is still largely untapped.In Europe around 1% of births stemcells are stored, and in India, South Africaand Middle East even below 1%. This givesthe Group plenty of room for growth inthese countries.

Cryo-Save operates in 38 countriesacross Europe, Middle East, India andSouth Africa. We operate laboratoriesfor processing and storage of samplesin Belgium, Germany, Dubai and India.Our geographic spread provides notonly a wide addressable market, butalso a robust business model with nogeographic dependency.

Growth in existing and new markets Total revenue%

33% Spain

17% Hungary

14% Italy

12% South Eastern Europe(including Greece)

24% Other countries

1 Europe

2 Middle East

3 India

4 South Africa


“I have saved the stem cellsfor all my three childrenand I can truly recommendCryo-Save.”

Savefor lifeMaria HeinzelmannGermany


What ourcustomers sayValentina ZagoItaly

“After contacting some private banks and reading theinformation, my choice at last has fallen on Cryo-Save.The solidity of the company is a guarantee that all othercompanies in the field cannot beat and the engagementin research is admirable and fundamental. The servicehas been excellent, starting from the support with allbureaucratic matters to the transport of the sample to thelaboratory. I’m truly happy I made this choice. I hope manyother future mothers will take the possibility to preservetheir baby’s stem cells into consideration and will not losethis unique opportunity to preserve such a great treasure!”

Dani EnevaBulgaria

“I am a psychologist and work with children who havedevelopment problems due to cerebral injuries orneurological diseases. I started looking at studies/information that describe(s) the positive results with stemcell treatment. That way I learned that there is a lot of dataregarding the use of stem cells as an alternative methodof treatment for children and adults in certain malignantblood disorders. We selected Cryo-Save as they arethe market leader and work in three continents. Also, weknew that Cryo-Save is one of the few in this industry thatstore them in two different locations for security reasons.We are pleased that we made this investment, and weare impressed by the high level of service provided byCryo-Save Bulgaria.”

Maria HeinzelmannGermany

“Before the birth of our fi rst child I had never heard aboutthe possibilities of storing stem cells from umbilical cordblood – until a friend asked me if I would do it. I discussedthe possibility with my Gynaecologist right away and heexplained more possibilities to me. After reading theinformation from the different companies, I choseCryo-Save, because the company made a really goodand trustworthy impression. We received the collectionkit very promptly and also my doctor was really satisfiedand pleasantly surprised about the high quality kit andgood documentation. I have saved the stem cells for allmy three children and I can truly recommend Cryo-Save.”

Janine Stieger-LangeneggerSwitzerland

“The competent and friendly customer service –without putting pressure on us to buy – and the sincereexplanation of the whole process from the collection kitall the way to the cryopreservation of the stem cells leftus feeling positive and confident about saving our child’sstem cells with Cryo-Save. We are really happy that, shouldanything happen to our daughter Melinda, we have herstem cells saved, which hopefully will help to treat her.”

Rachel KahlonUnited Arab Emirates

“We are not sure where technology and science will takeus. Personally, it was the thought that Sophia might oneday turn round and say ‘Why didn’t you save my stemcells?’ that made up our minds. Cryo-Save made thestorage of her cells incredibly simple and our obstetricianwas happy to do it. There just didn’t seem to be a strongreason not to. Fingers crossed, they won’t be needed,but we feel reassured having them there.”


The Group delivered on all its strategic objectivesincluding acquiring seven entities, expanding itsoperations across Europe, and starting new operationsin India and France. This has expanded the Group’sinternational reach to 38 countries, providing not onlya wide addressable market, but also a robust businessmodel with no single geographic dependency.

During the year, the Group also launched its newproduct CryoCord Gold that allows customers to store theumbilical cord tissue itself containing mesenchymal stemcells (‘MSCs’), in addition to the hematopoietic stem cells(‘HSCs’) taken from umbilical cord blood. The Group isalso expanding its laboratory and storage capability, bybuilding a new state-of-the-art processing and storagefacility in Belgium and it acquired a new site in France.To support, manage and develop all of these activities,the Group has also accelerated its investment in itsinternational operational infrastructure.

Financial performanceCryo-Save’s leading position in its markets wasunderpinned by a good financial performance, giventhe current economic environment, that saw revenueincrease to b29.5 million, up 67% on the prior year. EBITDAwas b4.0 million, including b0.6 million start-up expensesfor India and France, and the Group generated net cashfrom operations of b1.9 million.

The total number of samples stored grewby 21% during the year to 25,169 (2007: 20,814). As at31 December 2008, the Group had stored more than95,000 samples, confi rming its position as Europe’smarket leading stem cell storage group.

The global economic downturn impacted thenumber of samples stored in Q4 2008, but the Group’srevenue increased as a result of the successful introductionof price increase, especially in Hungary and Spain. Q42008 storage volume was 6% below that of Q3 2008, butremained stable month on month and slightly above thatof Q4 2007. The storage volumes in the second half ofthe year were also impacted by a strategic decision notto extend the contract with one of the leading maternityhospitals in Athens, Greece although profi tability of theGreek subsidiary improved.

At year end 2008, our cash position wasb4.7 million, net of b7.5 million investment in the new officein France, and the building under construction in Belgium.These two properties will be refinanced via a sale andlease back agreement in the fi rst half of 2009. This willfurther strengthen the Group’s healthy cash position.

OverviewI am pleased to report on another year of solid performanceacross the Group characterized by organic growth,increasing revenues and profi ts and strong cash generation.

During the year we achieved an organic growth of21% in the number of samples stored, a revenue growth of67%, EBITDA of b4.0 million and generated b1.9 million netcash from operations. This was despite the Group makingsubstantial investments in our international organization andnew geographic markets, and the difficult macro-economicconditions prevalent in the fourth quarter of the year.

2008 was an exciting year of investment andtransition. As a result of all the investments made duringthe year, Cryo-Save was transformed from a company witha central lab in Belgium, with sales offices and businesspartners, into a multinational fi rm with subsidiaries acrossEurope, Asia, and South Africa. This transition laid thefoundations for the strong growth in 2008, and placedus well ahead of our competitors in coming years.

Chairman’s statement

Marc WaeterschootChairman


Strong organic growth,profitable and cash generativeListing on AIMThe listing on AIM London Stock Exchange provided usthe funds required to pursue our strategic objectives in2008. Despite the strong performance and delivery againstall of our strategic objectives, our share price droppedsignificantly. Market expectations were based on economiccircumstances before the economic crisis started, andit was unclear to us what would happen in recession.Also our share price suffered from the general trend ofdivesting small cap funds, especially on AIM, and ourdisappointment regarding the performance of ourprevious broker and nomad. However, we saw a strongrecovery of the share price at the end of 2008, withoutany announcements.

StrategyAs already indicated above, during the year under reviewwe delivered on all our strategic objectives includingachieving organic growth in almost all our markets,commencing operations in India and France, the successfulcompletion of several acquisitions and the launch ofCryoCord Gold.

However, this does not mean that we have reachedour ultimate goals. On the contrary, these are just the fi rststeps in achieving our ultimate ambition of becoming theworld’s leading stem cell storage company. Further stepsin 2009 include the further international roll-out of CryoCordGold, and the launch of our new product Cryo-Lip, whichinvolves the collection of fat tissue containing MSCsobtained from liposuction, in the fi rst half of 2009.

Medical developmentsIt has now been over 30 years since the fi rst stem celltransplants were attempted and 20 years since the fi rstvalidated success. Since then, the terms ‘stem cells’ and‘regenerative medicine’ have moved from theories, topractice. For umbilical cord blood transplants, there has,in recent years, been an exponential explosion of newtherapies. Originally it was mostly blood-related diseasesthat were being treated. Now, ‘regenerative medicine’, theability to heal and support the body, has become a reality.

Leading adult stem cell scientists, including thoseworking at Cryo-Save, were some of the fi rst to show thatumbilical cord, and cord blood could produce stem cells.They pioneered the strategy to be the fi rst to turn theminto liver, nervous tissues, blood vessels and pancreastissues. In preclinical trials (pre-human testing) stem cellshave now been proven to support liver, cardiac, kidneyand nervous diseases amongst others. The possibilitythen, that diseases, previously categorized as untreatable,or ‘poor outcomes’ could benefi t from stem cell therapy,started to show promise. Now around 20 human organ-based tissues can be made from cord and cord bloodin the laboratory.

Clinical trials using stem cells from humans to treathumans, have now moved from not only blood relatedproblems, to treating organ-based diseases. Advanceshave shown that human umbilical cord blood can aid in thesupport of Type 1 Diabetes, Cerebral Palsy, Metabolic liverdiseases, Beta Thalassaemia, Sickle Cell Disease, and awide range of immune deficiencies, particularly in children.While these trials need more development, the range ofnew diseases treated in only the last few years, has beenastounding. This leads then to the direct need to considerstem cell banking.

PeopleIn 2008 we grew from 63 to 196 employees withoperations spread across Europe, India and South Africa.We welcomed new employees from the acquired entitiesto become part of the Cryo-Save Group. I am very excitedto see their commitment to the Group in this fast movingbusiness; they also bring vital local experience to ourglobal operation.

We recruited several senior managers especially in thesales and marketing organization and general managementof countries to manage the growth of the Group.

I would like to thank all employees for their hardwork and dedication. They are the basis of our success.

Outlook 2009We proudly announced on 12 March 2009 the storageof our 100,000th sample in our facilities.

Despite the worldwide economic downturn, thenumber of samples stored in the fourth quarter of 2008and the fi rst two months of 2009 remained stable.We will benefi t from the price increases implementedduring 2008 on a full year basis in 2009, and from thestart of operations in India and France. We have alsotaken appropriate measures to save costs where possible,and made our cost base more variable.

The strong performance in the last quarter of 2008,under difficult economic circumstances, is a clear sign thatwe are well equipped to pursue our strategic objectivescombined with a healthy profi t and cash generation.

We are recommending to shareholders a dividendof one euro cent per share – the fi rst in the Company‘shistory. This is a clear demonstration of our confidencefor the future.

Marc WaeterschootChairman23 March 2009


Chief Executive’s review

During the year the Group continued to grow strongly,generated cash from its operations, remained debt freeand successfully delivered against all of its strategicobjectives, specifically:

> Organic growth as a result of developing existingmarkets, particularly Spain, Italy, Hungary andSouth Eastern Europe, and entering new marketsin France and India;

> Implemented price increases across most markets;> Acquisitive growth – completing the acquisition of

seven subsidiaries and business partners in Germany,Hungary, Czech Republic, South Africa, Spain andSouth Eastern Europe;

> Significant investment in international commercialand laboratory infrastructure;

> Development and launch of CryoCord Gold andCryo-Lip.

Organic growthThe 21% increase from 20,814 in 2007 to 25,169 in 2008in the number of samples stored was entirely organic as allof the acquisitions made by the Group during the periodwere of partners who already stored their samples with theGroup. The bulk of this growth was achieved in Italy, Spain,Hungary and South Eastern Europe.

Organic revenue growth was achieved through acombination of increase in storage volumes and by a priceincrease, to bring the Group’s prices more in line with itscompetitors in the European countries in which the Groupoperates. Price increases in the key markets of Hungaryand Spain were only implemented in Q4 2008, underchallenging economic circumstances, but despite thisincrease, the Group did not see any adverse impact onits sales volume.

Spain and Hungary remained the Group’s largestmarkets, and Italy developed very well in 2008, doublingthe number of samples under storage compared to 2007.

AcquisitionsCryo-Save acquired the following entities during2008: Sejtbank in Hungary (January), Archiv Bunek inCzech Republic (January), CrioCord in Spain (June), andStemCell in Germany (January). Cryo-Save also acquiredthe remaining 50% of the shares in Cryo-Save Balcanica(July), which operates in South Eastern Europe, and inCryo-Save South Africa (March).

In addition, Cryo-Save acquired Output PharmaServices GmbH, in Germany (January), a logistical serviceprovider to pharmaceutical companies. The Group willbenefi t from Output’s logistical experience in Germany,and will achieve synergies by housing its two former officesof Cryo-Save GmbH and Cryo-Care GmbH in the office ofOutput, well located at the Aachen hospital site. FurthermoreOutput has lab facilities that can also be used by Cryo-Savefor processing and storage.

By the end of 2008, the acquisitions were successfullyintegrated into the Group. One of the goals for 2009 is toadopt an increasingly integrated approach to sales andmarketing across these recently acquired businesses.

New markets in India and FranceDuring 2008, the Group successfully introduced its servicesinto India with the establishment in March 2008 of a wholly-owned subsidiary. The Group invested b1.2 million to builda laboratory (b0.8 million) and start marketing and salesactivities (b0.4 million), immediately assuming a leadingposition as the only international operator with an establishedtrack record. The market potential is substantial as currentlythere are some 200,000 births per year in the urban upperand middle class customer segment, and 27 million birthsper year in total in India.

Rob KoremansChief Executive Officer


The Group’s experience and industry knowledge ofstate-of-the-art stem cell processing facilities has enabledthe Indian subsidiary to be licensed by the Indianauthorities to start operations within only nine months.The Indian operation is headquartered in Bangalore, fromwhere it operates its processing and storage facility whichhas the same equipment, techniques and procedures asthe Group’s other laboratories. There are also sales offices in Mumbai, Ahmedabad, Delhi and Pune and the objectiveis to become successful in these fi ve important and highlypopulated cities fi rst, before expanding sales activities toother major cities across India.

India did not contribute to the Group’s storage andrevenue figures for 2008 as sales only started in November2008. The Group expensed b0.4 million of start-up costs inits income statement in 2008.

Cryo-Save plans to scale up its investment inits Indian subsidiary and Asia Pacific region to meet theemerging demands of these high-growth markets.

Ahead of schedule, in the second half of 2008,Cryo-Save explored opportunities to start operationsin France. This represents potentially the largest marketin Europe with 850,000 births per year. The Groupacquired a property for a net consideration of b3.5 millionin Lyon in September 2008 and expensed b0.2 million ofstart-up costs in its income statement in 2008. The Groupis currently pilot marketing in three regions of France inconjunction with a public banking organization. Sampleswill be stored in the French laboratory as soon as it is builtand accredited. The official launch of sales activities inFrance is expected mid 2009.

International infrastructureDuring 2008, Cryo-Save invested significantly inbuilding up its senior management to support and leadthe international growth and further development of theGroup. This included the appointment of an InternationalMarketing Director, area directors for Southern andNorthern Europe, General Managers in Italy, Germanyand France, a Group Financial Controller and a web basedcommunications manager. No further senior appointmentsare currently planned in 2009, except for our new scientificdirector, who was appointed on 1 January 2009.

In 2008 Cryo-Save started to develop an integratedsales and marketing approach for its services, especiallyacross Europe. During the last six month period the Groupalso successfully developed a new website which waslaunched in February 2009, and new marketing materialsincluding fl yers and brochures. However, the Groupremains committed to its strategy of physician-enabledmarketing and will not spend extensively on consumermarketing.

Development of new productsIn June 2008 the Group launched its new product CryoCordGold, which consists of the collection and storage of theumbilical cord tissue itself containing Mesenchymal StemCells (MSCs), in addition to the Hematopoietic Stem Cells(HSCs) taken from cord blood. Spain and the Benelux werethe fi rst markets to introduce the product, with a phased rollout to other countries which is planned for completion in2009. Cryo-Save is the fi rst stem cell storage company tooffer this service to customers.

The development of the second new product,Cryo-Lip, which involves the collection and storage offat tissue containing MSCs obtained via liposuction fromadults, progressed well in 2008. Validation has beencompleted, and the phased launch is scheduled forthe fi rst half of 2009.

Rob KoremansChief Executive Officer23 March 2009

Successful delivery against allour strategic objectives in 2008


Operating reviewKey geographiesSpain, Hungary, Italy and the South Eastern Europeanregion were the geographies that successfully generatedthe key volume growth for the Group. Germany andGreece were behind the Board expectations. Germanymainly because of an increase in the regulatoryenvironment whilst Greece suffered from local competitionwith lower ethical and quality standards. The Group alsodecided in June 2008 not to extend a contract with one ofthe leading maternity hospitals in Athens, due to too highcommission fees. As a consequence, the profi tability ofthe Greek subsidiary improved, although the number ofsamples stored was reduced by 2,000 on an annual basis.

SpainSpain was Cryo-Save’s largest market in 2008. After theacquisition of CrioCord in June 2008, the Group continuedto operate with two subsidiaries, CrioCord and Cryo-SaveEspana, both of which have a strong brand name in theSpanish market. Sales volume grew by 42% compared to2007, strengthening the Group’s market position in Spain.

During 2008 CrioCord benefi ted from contractssigned with private insurers and maternity hospitals, whichgave the business a significant competitive advantage.CrioCord also started joint marketing campaigns withprivate insurers in the second half of the year, whichcreated more awareness and credibility for its servicesamongst potential customers. Prices in Spain aretraditionally low, but CrioCord and Cryo-Save Espanaincreased their prices in Q4 2008, to bring them in line withmost of their competitors. The Group did not experienceany adverse impact of this price increase, on the contrary,sales remained strong.

HungaryCryo-Save acquired its Hungarian partner Sejtbankas of 1 February 2008. By increased marketing spendin combination with a targeted promotion campaigntowards pregnant women, Sejtbank strengthened itsleading position, resulting in sales volume up 15% on 2007.Although local competition is strong in Hungary, Sejtbankincreased its prices in Q4 2008, to bring it in line with itscompetitors. Like Spain, Sejtbank did not see a negativeimpact on sales volume from this price increase.

A view of the storage facility with thecontinuously monitored dewars thatcontain the stem cells.

Operating& financial reviewThe 2008 performance of Cryo-Save was characterizedby the following:

Financial highlights> Revenue up 67% to b29.5 million (2007: b17.7 million);> EBITDA b4.0 million (2007: b4.4 million);> Underlying* Profi t before taxation b3.9 million

(2007: b4.5 million);> Underlying* Earnings per share 7.2 euro cents

(2007: 10.3 euro cents);> Net cash from operations b1.9 million (underlying**

2007: b1.7 million).

IFRS figures>Operating profi t b2.3 million (2007: b4.2 million);> Profi t for the year b2.6 million (2007: b3.9 million);> Earnings per share 5.5 euro cents (2007: 10.3 euro cents).

Operational highlights> Number of samples stored up 21% to 25,169 (2007: 20,814);> Strong organic growth especially in Spain, Italy, Hungary

and South Eastern European countries;> Commenced operations in India, including building

of processing and storage facility, and France;> Launch of new service offering CryoCord Gold.

* Underlying profit before taxation and underlying earnings per shareare the reported numbers adjusted for amortization of identifiedintangible assets amounting to b1.1 million before tax.

** Underlying net cash from operations 2007 is the reported numberadjusted for b3 million repaid loans by related parties.


ItalyDuring 2008 the Group clearly benefi ted from theinvestments made in the Italian sales force. Sales volumemore than doubled compared to 2007, in combinationwith a price increase from the beginning of 2008. Italyis the fi rst country where the Group has introduced itsControlled Sharing Program which allow customers toopt for combined private/public storage. The Italianoperation also offers the customers a down paymentfacility. On 1 October 2008 a General Manager wasappointed in Italy to further strengthen and managethe organization’s growth in this important market.

South Eastern Europe (including Greece)In July 2008 the Group acquired the remaining 50% ofthe shares in its joint venture Cryo-Save Balcanica, whichhas been the Group’s leading distributor in Greece since2005, and operates in the South Eastern Europeancountries through a partnership model.

During 2008 the Group suffered from fiercecompetition from small local players in Greece,resulting in a decrease of sales. Cryo-Save remains fullycommitted to its high ethical standards and qualitativebusiness procedures, and does not compromise itsstandards or service quality. As a result the Group chosenot to pursue some sectors of the Greek market.

Sales were also lower in the second half of 2008because the Group chose not to extend a contract withone of the leading maternity hospitals in Athens whichhad requested prohibitively high fees for Cryo-Save torender its services. As a consequence, volume decreasedbut profi tability increased. In January 2008 the priceswere increased in Greece, in line with the rest of theGroup’s European markets without any adverse effecton sales volume.

In response to these market conditions, the Greekoperation changed its sales strategy during the year toengage local sales agents who are closer to the markets inwhich Cryo-Save Balcanica operates. Sales in the countriesin the South Eastern European region (Romania, Bulgaria,Croatia, Serbia, Slovenia, Cyprus, Malta, Macedonia)almost tripled compared to 2007, making it a successfuland important region for the Group. Cryo-Savesuccessfully operates with partners in these countries,which work exclusively with the Group.

Other countriesThe other countries, including Switzerland, South Africa,Czech Republic, The Netherlands, and Belgium accountfor 24% of the revenue of the Group. The number ofsamples stored from Swiss customers was 20% up on2007. The remaining countries all showed a performancein line with previous year.

Financial reviewRevenueGroup revenue increased by 67% to b29.5 million(2007: b17.7 million). Revenue was positively impactedby the release of deferred revenue of b0.3 million,representing income for the annual storage of all storedsamples. Revenue growth was driven by a combinationof the price increase implemented during 2008 acrossthe Group’s operations, to be in line with most of itscompetitors, and the sales volume growth of 21%(2008: 25,169 samples stored, 2007: 20,814 samples stored).

Acquisitions contributed b6.8 million during 2008,excluding b1.8 million revenue from Output PharmaServices GmbH. The acquisitions impacted revenue as oncompletion, the Group recognized the full customer fee asrevenue instead of the processing and storage fee theGroup used to receive from its partners. The Group alsoconsolidated 100% of the revenue of Cryo-Save’s previousjoint ventures in South Eastern Europe and South Africa.Geographical breakdown of revenue:

2008 in 2007 ine‘000 b‘000

Spain 9,778 5,051Hungary 4,942 1,989Italy 4,177 1,824South Eastern Europe (including Greece) 3,426 3,474Other countries 5,375 4,868Sub-total revenue from samples stored 27,698 17,206Other revenue 1,787 500Total 29,485 17,706

Other revenue relates to sales from Output PharmaServices GmbH, acquired in January 2008, that providesservices to pharmaceutical companies.

Gross profit and gross marginGross profi t increased by 78% to b20.2 million (2007:b11.3 million). The impact from acquisitions, and the priceincrease, which was introduced across the Group during2008, were the main drivers for growth.

Operating expensesOperating expenses, excluding depreciation andamortization, as planned increased to b16.3 million(2007: b6.9 million) reflecting the Group’s acquisitionsand substantial investment programme to support theinternational growth strategy. The consolidation ofoperating expenses from acquisitions, mainly relatingto marketing and sales expenses of the acquired entities,amounted to b4.3 million.

Operating& financial review continued


The Group expensed start-up costs for its newoperations in India (b0.4 million) and France (b0.2 million) in2008. In India sales activities started in November 2008 andthe laboratory has been accredited by the Indian authorities.Over 30 people have been recruited, mainly sales staff.In France the new General Manager was appointed on1 October 2008, together with some employees to startup the business.

The Group incurred the full year impact of theItalian and German sales organization which were recruitedduring 2007 and early 2008, as well as the costs of thenew General Managers for these countries, both ofwhom started at 1 October 2008. Operating expensesof these two countries, excluding the acquired companyOutput Pharma Services GmbH in Germany increasedby b1.7 million in total compared to 2007.

The Group substantially strengthened its internalorganization as outlined above. The Group also experiencedcosts related to its shares being traded on AIM.

EmploymentFull time equivalents (FTEs) increased from 63 to 196, halfof which was caused by organic growth, mainly reflectingthe start of the operations in India, the increase of salesstaff in Italy, and the appointment of senior sales andmarketing management. Acquisitions were the otherreason for growth.

EBITDAEBITDA was b4.0 million (2007: b4.4 million) as a result ofstrategic decisions to accelerate the Group’s internationalinvestment and growth strategy.

Operating profi tUnderlying operating profi t (operating profi t beforeb1.1 million amortization) was b3.4 million (2007:b4.2 million). Amortization relates to the identifiedintangible assets (brand name, customer database)of the acquired companies. Reported operating profi twas b2.3 million (2007: b4.2 million).

Finance income and costsFinance income increased from b0.4 million in 2007 tob1 million in 2008 mainly because of the interest on bankdeposits (b0.4 million) and translation differences of theHungarian Forint (b0.2 million). The increase of financecosts of b0.4 million is mainly caused by the non-cashunwinding of the net present value of earn-out liabilitiesregarding the acquisitions.

Pretax profi tThe Group’s underlying pretax profi t (pretax profi tbefore b1.1 million amortization) was b3.9 million(2007: b4.5 million) with reported profi t before taxof b2.9 million (2007: b4.5 million).

TaxationThe 2008 effective tax rate was 10.2% (2007: 13.9%).Taxation in countries with high profi ts like Spain andHungary with tax rates around 30% and 20% respectively,was more than offset in 2008 by profi ts in Switzerlandtaxable at 10%, and by untaxed profi ts in The Netherlandsdue to previously unrecognized tax losses.

Earnings per shareUnderlying earnings per share were 7.2 euro cents (2007:10.3 euro cents). Reported basic and diluted earnings pershare amounted to 5.5 euro cents (2007: 10.3 euro cents).

Profit for the yearProfi t for the year was b2.6 million (2007: b3.9 million).

DividendThe Board is recommending a maiden dividend ofb0.01 per share for the year ended 31 December 2008.If approved at the Annual General Meeting, the dividendwill be paid on 2 July 2009 to shareholders on the registerat 5 June 2009. The ex-dividend date will be 3 June 2009.


A view of the racks that containthe cord blood samples which arestored in liquid nitrogen at -196°C.


Cash flowThe Group generated net cash from operations of b1.9million (2007: b1.7 million, excluding the one-off b3 millionredemption of loans by related parties). Working capitalincreased due to higher trade receivables (b1.1 million)and tax assets (b1.0 million). Trade receivables increasedin line with the growth of the business, mainly caused byhigher volume and higher prices, whilst the average daysof outstanding receivables did not change materially.Tax assets include a one-off VAT receivable of b0.7 millionrelating to the purchase of the French building, which willbe collected in 2009.

In 2008 the Group spent b24.4 million onacquisitions (2007: b1.8 million) and b9.0 million on property,plant and equipment mainly related to the new buildingsin Belgium and France. The buildings are expected to berefinanced in 2009. The Group repurchased 1,615,000 ownshares in 2008, which are kept in treasury, for an amount ofb3.1 million. As a result, the cash position decreased fromb39.5 million to b4.7 million at 31 December 2008.

Balance sheet

2008 2007 Variancee‘000 b‘000 b‘000

Non-current assets 49,803 3,768 46,035

Current assets 14,345 48,146 33,801

Total equity 43,053 42,921 132

Non-current liabilities 13,653 3,669 9,984

Current liabilities 7,442 5,324 2,118

Non-current assetsThe Group acquired seven entities in 2008. The totalconsideration amounted b30.9 million including contingentearn out liabilities, resulting in goodwill of b25.1 million.

For all acquisitions the purchase price has beenallocated to the acquired assets and liabilities within12 months from the acquisition date, including b12.0 millionidentified intangible assets. These intangible assets will beamortized under IFRS over their useful life, and consequentlya deferred tax liability of b2.8 million was recognized.

The group invested b9 million in property, plant andequipment, consisting of b7.2 million relating to the two newbuildings, b1.5 million to laboratory and office equipment,and b0.3 million to other assets. The Group financed theinvestment in buildings from its own funds, but is negotiatingwith its bankers to refinance these investments with a saleand lease back arrangement.

In 2008 the Group capitalized b0.4 millionexpenditures relating to the development of the newproducts CryoCord Gold and Cryo-Lip, and a new website.Amortization will start in 2009.

Current assetsThe main change compared to 2007 is the decrease in thecash balance as a result of acquisitions and investmentin buildings.

Trade and other receivables did not materiallychange on balance, although trade receivables increasedwith b1.1 million mainly caused by the acquisitions whichtrade receivables now are consolidated, and the organicgrowth of revenue due to higher volume and prices.

Total equity and share buy-backTotal equity increased with b0.1 million on balance, tob43.1 million at year end 2008, mainly due to the profi tfor the year of b2.6 million and a decrease of b3.1 millionrelated to repurchased shares of the Company. Othermovements in equity, on balance b0.5 million, related toforeign exchange differences on investments, share basedpayments and revaluations.

During 2008 the Group acquired 1,615,000 ownshares under its share buy-back programme. At 31 December2008 the Group held 1,770,000 own shares in treasury, whichare recorded at cost, representing the market price on theacquisition date.

Non-current liabilitiesNon-current liabilities of b13.7 million (2007: b3.7 million)contains amongst others the present value of deferredrevenue, amounting to b4.9 million, that cover theestimated remaining costs of the 20 years storage period.The increase from b3.7 million to b4.9 million is the balanceof additions to deferred revenue due to the storage of newsamples in 2008 less the release to the income statementfor the storage in 2008, and the difference between thepresent value as at 31 December 2008 and 2007respectively.

Furthermore, contingent liabilities based onpredefined performance criteria to former shareholders ofSejtbank, Archiv Bunek and CrioCord (‘earn-out payments’)according to the sale and purchase agreements, wererecognized at their net present value estimated at b5.8 million.

Current liabilitiesCurrent liabilities increased from b5.3 million to b7.4 million,mainly due to other payables, that include the short-termpart of deferred considerations to former shareholders ofacquired companies (b0.7 million), and expense accrualsthat directly relate to the growth of the operations.

R. KoremansA.P. van Tulder23 March 2009



Boardof Directors

1 2 3

1 Marc Waeterschoot (Belgium, 1949)Executive Director, Chairman of the Board

Marc Waeterschoot co-founded the Company in 2000and has led its growth. M. Waeterschoot is a qualifiedpharmacist and clinical pathologist having previouslybeen a member of the board of directors of the stateuniversity of Ghent, Unilabs SA and DLMC. He has over35 years of industry expertise having managed andworked for a variety of healthcare companies, mostnotably Labo Medicom.

2 Arnoud van Tulder (The Netherlands, 1961)Executive Director, Chief Financial Officer

Previously Vice President Corporate Accounting withWolters Kluwer, a public company, before he joined theCompany in August 2007. He is a qualified charteredaccountant and worked for KPMG for over 10 years.

3 Rob Koremans (The Netherlands, 1962)Executive Director, Chief Executive Officer

Rob Koremans is a medical doctor with over 20 years ofmarketing and management experience in the healthcareindustry. He joined the Company in August 2007, followinga successful international career with major companiesincluding Serono (managing director and Vice PresidentEurope) and Grunenthal (Executive Board member).


4 5 6

4 Werner Spinner (Germany, 1948)Non-Executive Director, member of the AuditCommittee and Remuneration Committee

Werner Spinner served for 30 years with Bayer A.G.where he was a member of the Executive Board until 2003.Since 2003 he has served among others on the boards ofHulsta Group GmbH, GFK AG, and as a chairman of bothBIOTEST AG and Grunenthal/Dalli-Group. Currently heis member of the following boards: Altana AG, CSM N.V.,and Senator USA. Mr Spinner holds an MBA from KölnUniversity and is a graduate of the Harvard UniversityAdvanced Management Program.

5 Johan Goossens (Monaco, 1955)Non-Executive Director,Chairman of the Remuneration Committee

Johan Goossens co-founded the Company in 2000having gained over 20 years’ experience in privateand investment banking, starting with KBC in 1979and holding positions at a number of other institutions,including Nedee & Co, Defever and BNP-Naegelmackers.He left BNP-Naegelmackers in 1994 to focus on ‘Beurstips’,a weekly investment magazine published in Belgium, whichhe founded in 1992. This publication grew to be one of themost successful Belgian investor magazines and was soldby J. Goossens in 2005. J. Goossens holds a Bachelor ofEconomics degree from the High School of Ghent as wellas a postgraduate qualification in marketing.

6 Walter van Pottelberge (Belgium, 1944)Non-Executive Director,Chairman of the Audit Committee andmember of the Remuneration Committee

Walter van Pottelberge joined the Company’sBoard as a non-executive Director in 2007. W. VanPottelberge was chief executive officer of ING InsuranceBelgium-Luxembourg for eight years up until 2001. W. VanPottelberge was also president of the executive committeeof Mercator Bank NV between 2003 and 2005. He servedon the advisory board of Goffin bank since 2005 wherehe was also Chairman of the Audit Committee. W. VanPottelberge serves on various other company boardsand organizations including UBCA N.V., DELA Re, VOKA,Argenta (where he serves as a member of the AuditCommittee), Inventive Designers, Private Insurer (presidentof the Audit Committee), Record Credit Services (presidentof the Audit Committee), Gudrun Group, the Universityof Antwerp and Vlerik Leuven Management School.W. Van Pottelberge holds a university degree in physicsand actuarial science from Leuven University.


Report of Directors

The Directors present their report together with the financialstatements for the year ended 31 December 2008.

Principal activities and review of businessThe principal activities of the Group are the collection,processing and storage of hematopoietic stem cells (‘HSCs’)collected from umbilical cord blood and mesenchymal stemcells (‘MSCs’) collected from the umbilical cord itself at birth.These activities and the review of the business are discussedand analyzed in the Operating and Financial review (we referto page 14).

StrategyThe Group’s strategy is to pursue organic growth in itsexisting markets, geographic growth into new markets, andto strengthen its leading position by acquisition of existingpartners or complementary independent businesses, andby development of new products.

In 2008 the Group delivered on all of these strategicobjectives. It achieved significant organic growth of over20% of samples stored, it commenced activities in Indiaand France, acquired seven companies and introducedCryoCord Gold.

The Group strengthened its international infrastructurewith several senior management appointments to managethis multinational organization and control further growth.

For more details regarding the deliveries on the Group’sstrategy we refer to page 12.

2008 AccomplishmentsWhile executing its comprehensive strategy, the Groupaccomplished an organic growth of 21% to 25,169 samplesstored, a 67% revenue increase to b29.5 million, EBITDAof b4.0 million and b1.9 million net cash from operations.In combination with the accelerated investments innew markets in India and France and the internationalinfrastructure, and taking into account the difficult economiccircumstances in the fourth quarter of 2008 which werenot foreseen at the IPO, these results reflect the strongmarket position of Cryo-Save and the unique opportunitiesof its business.

InvestmentsAccording to plan the Group invested the resources fromthe IPO in November 2007 in acquiring existing partnersand remaining shares of joint ventures, in starting activitiesin new countries, in marketing and sales activities andlaboratories, and in development of new products.

Research and developmentThe Group continued its strategy of applied research,avoiding significant investments in research with uncertainresults and funding requirements. Up to date the Grouphas been very successful in doing so. With limited resourcesit clearly benefited from participation in the prestigiousEU Crystal project. Research in the past resulted also inthe development of two new products, CryoCord Gold andCryo-Lip. CryoCord Gold has been launched successfullyin Spain and the Benelux in 2008 and will be rolled outto other countries in 2009. Cryo-Lip is almost ready to becommercialized, and will be introduced to the Spanishmarket fi rst in the second quarter of 2009.

CrystalIn 2007 Cryo-Save, together with several Europeanscientific partners, was selected by the EuropeanCommission to conduct research into cryo-preservationtechniques for adult stem cells. The EU Crystal project hasnow passed its second year of scientific work and the mid-term evaluation review meeting was hosted by Cryo-Savein November 2008.

The external reviewers commented on the standardisedprotocols and concluded that the project has significantpotential to infl uence clinical delivery of stem cell therapies.During 2008 all nine deliverables planned were submittedto the EU and nearly all planned milestones have beenachieved, along with positive feedback from the externalreviewers. Cryo-Save made a breakthrough into the storageof different tissues containing stem cells.

During 2009, which will be the last year of the project,optimized protocols will lead to standardised proceduresin stem cell preservation.

ITERAIn October 2008 Cryo-Save sponsored a successfulseminar organized by the International Tissue EngineeringResearch Association, ITERA. This seminar provided a forumfor the exchange of information about the theme “from thebasic research to the pre-clinical and clinical applications”.Furthermore, Cryo-Save moderated the first ITERA consensusmeeting on the use, efficacy and applications of stem cellsfrom umbilical cord blood and the umbilical cord itself.

Scientific Advisory BoardThe Group’s Scientific Advisory Board met several timesduring 2008 and advised the Group on scientific and ethicaldevelopments within the industry.


Report of Directorscontinued

Medical developmentsRegenerative medicine advancesThe development of stem cell therapies with human cordblood has been one of the greatest achievements of modernmedicine. 20 years ago just one disease could be treatedwith umbilical cord stem cells; ten years ago only a handful.Today umbilical cord stem cells have been successfully usedin the treatment of more than 85 diseases. Since the fi rst successful umbilical cord blood stem cell transplantationin 1988, the total number has now grown to approximately15,000. Currently about 3,000 transplants are performedeach year. Cryo-Save is extremely happy to be able tocontribute to the success of these lifesaving developments.

Stem cell bankingThe excitement in the medical community that such seriousdiseases could benefit from the patients’ own stem cells,has overcome one of the major hurdles in accepting thatstem cell banking should be considered. Now that weknow that a patient’s own stem cells may be an option, thequestion of when to store stem cells becomes more urgent.For Type 1 Diabetes, the cord blood clinical trial therapywas only possible because the children already had theircord blood stored. Those that do not, cannot benefi t fromthe treatment. This is just one example of where planningahead counts. The laboratory research has moved muchfaster than the clinical trials, and now that new treatmentsstart to catch up, patients could be left behind if they haveno stem cells stored. While stem cells are not the wholeanswer for future therapies, with drugs and surgery stillimportant, it is now a reality that they will be part of thenormal hospital tools for treating patients. No stem cellsin the bank, means fewer patients can benefit. There hasnever been a better time to consider stem cell banking.

RegulationWithout any doubt, the highest priority of Cryo-Saveis to comply with all regulatory requirements relatingto the sale of its services and processing and storageof the samples in its laboratories. Although there is aEU directive which all European countries have to apply,actual implementation of this directive by the regardinggovernments resulted in differences per country. Cryo-Savehas adequate procedures in place, and know how andexperience, to comply with all these country specificrequirements. Main regulatory and legal developmentsacross its operations were in 2008 the following.

In India the Group had to apply for its initial registrationas tissue bank, including a pollution control certificate.Within a nine months period the Indian entity has beenissued a license by the drug controller of India to sell itsservices, and to process and store stem cells.

In France the current legal situation prohibits privatestorage, but an opening will be made with Cryo-Save’scontrolled sharing program for private and public storage,in collaboration with public banks.

The Spanish law changed in 2008 allowing only the sharedbanking system for cord blood samples stored in Spain.This limitation is not applicable to samples stored abroadlike the Group does in Belgium.

In Italy, due to the fragile political situation, there is alwaysa risk of a move into the direction of public banking systems.Currently there is a rather favorable situation for Cryo-Savemeaning that each individual authorised cord bloodsample can be exported and stored outside Italy. It still isthe customers responsibility to get the authorization thathas to accompany the exported sample. The general lawwhich was applicable in 2008 so far is extended to 2009.Also the solidarity or shared banking model of Osidea isa successful banking alternative.

The Czech Republic announced in October 2008 thatregulations will be brought in line with the EU Directive2004 on tissues and cells. The collection of cells shouldbe under the responsibility of a recognized tissue bank,mainly state hospitals. In that perspective Cryo-Savetemporarily stopped collection of cord blood samplesthat are processed and stored in its Belgium laboratory,to come in line with the new regulations.

The Ministry of Health of Croatia announced late 2008 thathospitals are not allowed to export cord blood samples andfavors public banks and local private banks. Until now thelaw does not forbid export, but it seems that local agentsshould be registered in the future.


Marketing and salesThe primary target of the Group’s marketing and salesprogram remains the medical professionals. Key opinionleaders are important to stress the benefits of storingstem cells at birth to the medical practitioners, such asgynaecologists and midwives. General information andspecific experiences, and developments in medicaltherapies were exchanged on seminars and congressesin which Cryo-Save participated.

In the second half of 2008 the Group developed a newwebsite and documentation for customers which will beintroduced to the market early 2009.

EmployeesDuring 2008 the number of employees increasedsignificantly to 196 employees expressed in full timeequivalents, due to organic growth and acquisitions.New staff has been trained extensively in the Group’sbusiness, and its standards and procedures. We noticedthat the employees are very dedicated and motivatedto work in this business, and with the market leader inparticular, to increase the market penetration and theGroup’s market share where possible.

Many employees at senior level holds a degree as medicaldoctor or pharmacist, which underpins the Group’s scientificapproach.

Outlook for 2009The current turmoil in the economy of all countries theGroup operates, makes it hard to forecast the financialperformance of the Group in 2009. However, the Boardexpects the Group to remain profitable and cash generative.

During the fourth quarter of 2008 and the fi rst two monthsof 2009, sales volume remained stable. Growth is at leastexpected in 2009 from the new markets in India and France,and the new products CryoCord Gold and Cryo-Lip shouldstrengthen its competitive advantage.

Revenue will increase because the Group will benefi t fromthe full year impact of the price increases implementedin 2008, especially in Hungary and Spain where the priceswere only increased in the fourth quarter of 2008.

The cost base will remain at the level of the last monthsof 2008, or even slightly below due to some cost savingmeasures taken at the end of 2008 and early 2009, exceptfor additional costs from the Indian and French operationsthat will increase over time in 2009 in line with the growthof the sales activities.

Cryo-Save expects to continue to generate positive cashfrom operations in 2009. The Group intends to have theinvestments in its new buildings in Belgium and Francerefinanced to have more funds available to invest in thegrowth of its business.

Although Cryo-Save, like many other companies, will facechallenges in the economic difficult and unpredictable year2009, the Board is confident about the Group’s prospectsin 2009.

DividendCryo-Save will propose at the Annual General Meeting ofShareholders on 20 May 2009, a dividend distribution of oneeuro cent per share for the year ended 31 December 2008.This will be the Group’s fi rst dividend since Cryo-Save wasestablished in 2000, following several consecutive years ofprofitability and cash generation and reflects the Board’sconfidence about the future.

R. KoremansA.P. van TulderM.J. WaeterschootJ.P.G. GoossensW.A.A. van PottelbergeW. Spinner23 March 2009

Report of Directorscontinued


IntroductionIn March 2008, the Board decided to set up a Remunerationand Nomination Committee, consisting of the threeNon-Executive Directors, chaired by J. Goossens.The Committee is responsible for the implementationof the Executive Directors’ remuneration policy and itscosts. Within the framework of the remuneration policyadopted by the Annual General Meeting of Shareholderson 3 October 2007, the Committee shall determine thebase salary, performance related remuneration andshare options, as well as any other benefi ts for theExecutive Directors.

Annually the Board of Directors shall determine a proposalfor the remuneration of the Non-Executive directors andshall submit such proposal to the Annual General Meetingof Shareholders.

Directors’ service agreementsThe terms and conditions of the service agreementswith the Executive and Non-Executive Directors didnot change in 2008. The main terms and conditionsare summarized below.

R. Koremans has a service agreement with theCompany for an indefinite period, subject to terminationupon six months’ notice should the Company terminateand three months’ notice should R. Koremans terminate.The agreement provides for an annual salary of b250,000plus an annual discretionary bonus to be determinedby the Remuneration Committee, a business expenseallowance, a company car, 30 days paid holiday per annumand membership of the Company’s pension scheme. He isalso entitled to participate in the share option scheme, thegrant of options being determined by the RemunerationCommittee in accordance with the Option Scheme.

R. Koremans shall receive a bonus in respect of a financialyear in which he works for the Company, as will be decidedevery year by the Remuneration Committee. The basicannual bonus is set at b250,000 gross. This amount shallbe paid in full, provided that the Company has achievedthe objectives set out in the Company’s business plan.If the Company achieves higher (lower) results the bonuswill increase (decrease) accordingly.

A. van Tulder has a service agreement with the Companyfor an indefinite period, subject to termination uponsix months’ notice should the Company terminate andthree months’ notice should A. van Tulder terminate.The agreement provides for an annual salary of b130,000plus an annual discretionary bonus to be determinedby the Remuneration Committee, a business expenseallowance, a company car, 25 days paid holiday per annumand membership of the Company’s pension scheme.He is also entitled to participate in the share optionscheme, the grant of options being determined bythe Remuneration Committee in accordance with theOption Scheme.

A. van Tulder shall receive a bonus in respect of a financialyear in which he works for the Company, equal to thelesser of: (a) such amount as is decided by the RemunerationCommittee, provided that the Company has achieved theobjectives set out in the Company’s business plan; and (b)100% of the annual salary.

M. Waeterschoot has a service agreement with theCompany for an indefinite period, subject to terminationupon six months’ notice should the Company terminateand three months’ notice should M. Waeterschootterminate. The agreement provides for an annual salaryof b120,000 plus an annual discretionary bonus to bedetermined by the Remuneration Committee, a businessexpense allowance, a company car, 30 days paid holidayper annum and membership of the Company’s pensionscheme. He is also entitled to participate in the shareoption scheme, the grant of options being determinedby the Remuneration Committee in accordance with theOption Scheme.

J. Goossens is engaged by the Company as a Non-ExecutiveDirector for an initial fixed term of three years commencingon 1 October 2007 and terminable on three months’ noticefrom either party. J. Goossens receives a fee of b30,000 perannum and a daily fee of b3,000 for special assignments.

W. van Pottelberge is engaged by the Company as aNon-Executive Director for an initial fixed term of threeyears commencing on 1 October 2007 and terminable onthree months’ notice from either party. W. Van Pottelbergereceives a fee of b30,000 per annum.

W. Spinner is engaged by the Company as a Non-ExecutiveDirector for an initial fixed term of three years commencingon 1 October 2007 and terminable on three months’ noticefrom either party. W. Spinner receives a fee of b30,000 perannum.

Remuneration policy for Executive DirectorsThe goals of the Executive Directors remuneration are toalign individual and company performance and enhancelong-term commitment to the Company.

Remuneration of the Executive Directors consists of threeelements: a base salary, a variable bonus and share options.The base salary of the Executive Directors is determinedannually by the Remuneration Committee.

The bonus is determined annually and varies accordingto performance. The bonus makes up a large portionof the Executive Directors total compensation, reflectingthe philosophy that their compensation is linked toshareholder value.

The share options serve as a long term incentive. They havea vesting period of three years and can be exercised uponvesting within ten years from the grant date.

Remuneration report


Remuneration 2008 Executive DirectorsFixed and variable compensation and other considerationsfor the Executive Directors in 2008 are detailed in Note 37of the Financial Statements.

Two Executive Directors were granted a bonus that wasbased on meeting the Group’s objectives for 2008.

Two Executive Directors were granted share optionson 20 May 2008 under the 2007 Share Option Scheme.

Remuneration 2008 Non-Executive DirectorsThe remuneration of the Non-Executive Directors is detailedin Note 37 of the Financial Statements.

Share Option SchemeThe 2007 Share Option Scheme was adopted by theCompany by a resolution of the Shareholders passedon 3 October 2007.

The Remuneration Committee shall determine the numberof Ordinary Shares to be included in an Option. The amountpayable for each Ordinary Share in the event of the Optionbeing exercised shall be the Option price.

The number of Ordinary Shares in respect of which Optionsmay be granted under the 2007 Share Option Scheme onany date of grant when added to the aggregate numberof Ordinary Shares shall not exceed 5% of the number ofOrdinary Shares in issue immediately prior to such dateof grant, and is defined as follows:

• The number of Ordinary Shares comprised in subsistingOptions; and• The number of Ordinary Shares which have been issued

on the exercise of Options; and• The number of Ordinary Shares which have been or may

be issued on the exercise of options granted during theperiod of 10 years ending on the date of grant under anyother option scheme approved by the Company ingeneral meeting (other than any general Scheme).

An Option may not be exercised later than the day beforethe tenth anniversary of the date that the same was grantedon which day the option (if it has not already ceased to beexercisable) shall lapse.

An option may not be exercised prior to the thirdanniversary of the date the same was granted except byreason of some specific circumstances (injury, ill health,disability, death, redundancy) or at the discretion of theRemuneration Committee for any other reason.

Senior management remunerationSenior management remuneration consists of a base salary,a variable bonus and share options. The variable bonusis based on the achievement of specific objective targetsthat are linked to creating value for Shareholders, suchas for example revenue performance, and makes up a largeportion of Senior Management’s total compensation. Seniormanagement participates in the same Share Option Schemeas the Executive Directors.

J.P.G. GoossensW.A.A. van PottelbergeW. Spinner23 March 2009

Remuneration reportcontinued


GeneralCryo-Save Group N.V. is a public limited liability company(‘Naamloze Vennootschap’), established under the lawsof The Netherlands. The Company is listed on AIMLondon Stock Exchange since 7 November 2007. Cryo-Save’s corporate governance structure is based on therequirements of the Netherlands Civil Code, the Company’sArticles of Association, and the rules and regulationsapplicable to companies listed on AIM, complementedby several internal procedures. These procedures includea risk management and control system, as well as a systemof assurance of compliance.

To the extent practicable and taking into account theCompany’s size, the Company also observes the DutchCorporate Governance Code, although this Code doesnot formally apply to the Company.

Each substantial change in the corporate governancestructure of the Company and in the compliance of theCompany with the codes shall be submitted to the generalmeeting of shareholders for discussion under a separateagenda item.

The NetherlandsAs of 1 October 2007 the Company operates a one tierBoard, currently consisting of three Executive Directors andthree Non-Executive Directors. Pursuant to the Company’sArticles of Association the executive members of the Boardhave responsibility for the day-to-day operations of theCompany whilst the Non-Executive Directors supervise thepolicies pursued by the Executive Directors. As such, eachof the Executive Directors of the Company is authorized torepresent the Company. In addition, each Non-ExecutiveDirector may represent the Company acting jointly with anExecutive Director. The Board of Directors as a whole hasthe responsibility for the long-term strategy of the Company.

United KingdomThe Company has to comply with the Quoted CompaniesAlliance’s Corporate Governance Guidelines (the ‘Guidelines’)for AIM companies. The Guidelines state that ‘the purposeof good corporate governance is to ensure that the companyis managed in an efficient, effective and entrepreneurialmanner for the benefit of all shareholders over the longerterm’. The Guidelines set out a code of best practice for AIMcompanies. Those guidelines state, among other things, that:

• Certain matters be specifically reserved for theBoard’s decision;• The Board should be supplied with information

(including regular management financial information)in a form, and of a quality, appropriate to enable itto discharge its duties;• The Board should, at least annually, conduct a review

of the effectiveness of the Group’s system of internalcontrols and should report to shareholders that theyhave done so;

• The roles of the chairman and chief executive shouldnot be exercised by the same individual;• A company should have at least two independent

non-executive directors and the board should notbe dominated by one person or group of people;• All directors should be submitted for re-election

at regular intervals subject to continued satisfactoryperformance;• The Board should establish audit, remuneration and

nomination committees; and• There should be a dialogue with shareholders based

on a mutual understanding of objectives.

The Company complied with the above mentionedguidelines in 2008.

In November 2008, Cryo-Save replaced its nominatedadviser Kaupthing Singer & Friedlander Capital MarketsLimited by Daniel Stewart & Company Plc.

Board meetingsIn 2008 the Board, consisting of the three Executive andthree Non-Executive directors, met ten times, of which threeby teleconference call. All Board members attended thesemeetings, except for one meeting where Mr Goossens wasnot present. During these meetings amongst others thefollowing issues were discussed: financial performance ofthe Group, effectiveness of internal controls, market andproduct developments, investment opportunities, legaland regulatory issues if any. One meeting was specificallydedicated to the strategy of the Company.

Audit committeeThe Company’s Audit Committee comprises two Non-Executive Directors, W. Van Pottelberge and W. Spinner.At least one of the members of the Audit Committeeshall be a financial expert. In the current compositionW. Van Pottelberge (Chairman of the Audit Committee)is the financial expert. The Audit Committee will meet atleast twice a year and as otherwise required. The AuditCommittee is responsible for ensuring that the Group’sfinancial performance is properly monitored, controlledand reported. The Committee also focuses on the operationof internal risk management and control systems, and onthe role and function of the external auditors. It will alsomeet the auditors at least once a year and review theirfindings, including discussing any accounting and auditjudgments.

In 2008 the Audit Committee met twice. The fi rst meetingin March 2008, also attended by the external auditors,focused on the financial performance for the year 2007.In the second meeting in September 2008 the financialperformance during the fi rst half of 2008 was discussed.

Corporate governance


AuditorsIn the Annual General Meeting of Shareholders of 11 June2008, the auditors of the Company, KPMG Accountants N.V.,have been appointed for a period of three years fromthat date.

The auditor will be present at the General Meetingof Shareholders and may be questioned with regard tohis statement on the fairness of the financial statements.

The auditor attends at least once a year a meeting of theAudit Committee, as well as the meeting with the Boardof Directors at which the financial statements are approved.

Remuneration and Nomination CommitteeIn March 2008, the Board decided to set up a Remunerationand Nomination Committee, consisting of the threeNon-Executive Directors, chaired by J. Goossens.Meetings will be held at least twice a year. The Committeeis responsible for the Executive Directors’ remunerationpolicy and its costs. The Committee determines the basesalary, performance related bonus schemes and shareoptions, as well as other benefits for the Executive Directors.The Board of Directors determines the remuneration ofthe Non-Executive Directors. For further details referenceis made to the Remuneration report.

In 2008 the Remuneration and Nomination Committeemet twice, in March and November. No changes were madeto the remuneration of the Executive Directors.

Securities Dealing CodeThe Company has a Securities Dealing Code that appliesto any Executive and Non-Executive Director of the Companyand any employees of the Company or any of its subsidiaries,who are likely to become aware, as part of their job, of anyconfidential information about the Company which couldhave an impact on the price of any of its securities. The Codeprohibits any dealing in the Company’s securities on a shortterm basis, during a close period, when the Director oremployee is in possession of price sensitive information; andwhen clearance to deal has not been given by the Chairmanof the Board.

A close period will be any of the following situations:(a) two months before the publication of the Company’sannual results; (b) two months before the publication ofthe Company’s half-yearly report; and (c) any other periodwhen the Company itself is in the possession of pricesensitive information.

In 2008 the Company, its Executive Directors and itsemployees dealt in compliance with this SecuritiesDealing Code. No breaches were reported.

Investor relationsThe Company seeks to be thoroughly open withShareholders and the investment community, and iscommitted to a high degree of transparency in its financialreporting. The Company communicates with its Shareholdersand the investment community at the Annual GeneralMeeting of Shareholders as well as regularly throughout theyear. In March 2008 and September 2008 the Company helda road show on its full year 2007 and interim 2008 results,meeting several (potential) shareholders. Furthermore,one-on-one meetings with (potential) investors were heldduring the year.

Internal controlThe Executive Board is responsible for internal controlwithin the Cryo-Save Group. Cryo-Save has internalcontrol procedures in place to identify any operationaland financial risks to which it is exposed, and to complywith legal and regulatory requirements. The collection,processing and storage of stem cells is highly regulatedby means of an European Directive that stipulates memberstates to implement EU legislation on quality and safetystandards for human tissues and cells. Cryo-Save hasadequate procedures in place to comply with these standards,and adapt where necessary. The proper application of theseprocedures was assessed by external auditors at severaloperations in 2008.

The Board conducted a review of the effectiveness of theGroup’s system of internal controls, and concluded that thesystem of internal controls is adequate.

In 2008, internal financial reporting improved by analyzingactual results against budget, and by regular discussionswith responsible management, which enabled the Boardto take appropriate measures where necessary.


Corporate governancecontinued

Contents28 Consolidated income statement29 Consolidated balance sheet30 Consolidated statement of

changes in equity31 Consolidated cash flow statement32 Notes to the consolidated

financial statements58 Company income statement58 Company balance sheet59 Notes to the Company

financial statements62 Other information on the financial statements64 Information for shareholders65 Advisers


Consolidated income statementin thousands of euros

Notes 2008 2007

Revenue 9 29,485 17,706Cost of sales 10 (9,278) (6,361)Gross profi t 20,207 11,345

Marketing and sales expenses 11 7,817 2,551Research and development expenses 12 97 45General and administrative expenses 13

– Other general and administrative expenses 9,986 3,682– Non-recurring IPO expenses – 852Total operating expenses 17,900 7,130Operating profi t 2,307 4,215

Finance income 16 988 362Finance costs 17 (434) (67)Profit before taxation 2,861 4,510

Income tax expense 18 293 627Profit for the year 2,568 3,883

Attributable to:– Equity holders of the Company 2,568 3,883– Minority interests – –Profit for the year 2,568 3,883

Earnings per share (in euro cents) 19

– Basic 5.5 10.3– Diluted 5.5 10.3


Consolidated balance sheetin thousands of eurosat 31 December

Notes 2008 2007

Assets Intangible assets 20 37,438 1,943Property, plant and equipment 21 10,421 1,126Investments in associates 23 0 0Deferred tax assets 24 640 172Trade receivables 25 1,304 527Total non-current assets 49,803 3,768

Inventories 26 287 170Trade and other receivables 27 8,156 8,093Current tax assets 28 1,205 418Cash and cash equivalents 29 4,697 39,465Total current assets 14,345 48,146

Total assets 64,148 51,914

Equity 30

Issued share capital 964 964Share premium reserve 38,178 38,178Revaluation reserve 769 –Legal reserve 108 58Translation reserve (448) (20)Treasury shares (3,497) (435)Retained earnings 6,979 4,176Equity attributable to equity holders of the parent 43,053 42,921Minority interest – –Total equity 43,053 42,921

LiabilitiesDeferred revenue 31 4,885 3,669Deferred tax liabilities 24 2,827 –Borrowings 32 111 –Other liabilities 33 5,830 –Total non-current liabilities 13,653 3,669

Deferred revenue 31 389 259Trade and other payables 34 5,052 3,566Current tax liabilities 35 1,963 1,499Borrowings due within one year 32 38 –Total current liabilities 7,442 5,324

Total liabilities 21,095 8,993Total equity and liabilities 64,148 51,914


Consolidated statement of changes in equityin thousands of euros

Issuedshare Treasury Other Minority Total

capital shares reserves interest equity

At 1 January 2007 711 – 3,901 35 4,647

IPO expenses (3,139) (3,139)Exchange differences on translating foreign operations (20) (20)Net income recognized directly in equity (3,159) (3,159)

Profi t for the year 3,883 3,883Total recognized income and expense for the year 724 724

Issue of new shares 253 37,660 37,913Share-based payments 0 72 72Repurchased shares (435) (435)Other movements 35 (35) –At 31 December 2007 964 (435) 42,392 – 42,921

Exchange differences on translating foreign operations (428) (428)Net income recognized directly in equity (428) (428)

Profit for the year 2,568 2,568

Total recognized income and expense for the year 2,140 2,140Share-based payments 211 211Repurchased shares (3,062) (3,062)Acquisitions 843 843

At 31 December 2008 964 (3,497) 45,586 – 43,053


Consolidated cash flow statementin thousands of euros

Notes 2008 2007

Cash flows from operating activities Profit for the year 2,568 3,883Adjustments for:

Income tax expense 18 293 627Finance costs 17 434 67Finance income 16 (988) (362)Gain on sale of disposals (27) –Depreciation and amortization 15 1,644 227Share-based payments 211 27

4,135 4,469Organic movements in working capital(Increase)/decrease in (non) current trade and other receivables (1,105) (2,379)(Increase)/decrease in inventories (67) (124)(Increase)/decrease in (non) current tax assets (1,024) (294)Increase/(decrease) in (non) current liabilities 227 2,763Increase/(decrease) in current tax liabilities (290) 286Net cash from operations 1,876 4,721

Interest (paid)/received 788 297Income taxes (paid)/received (628) (285)Net cash from operating activities 2,036 4,733

Cash flows from investing activitiesNet acquisitions spending 7 (24,445) (1,750)Purchase of property, plant and equipment 21 (9,006) (872)Purchase of intangible assets 20 (400) (193)Disposals of non-current assets 123 –Interest received/(paid) regarding borrowings – 23Net cash (used in)/generated by investing activities (33,728) (2,792)

Cash flows from financing activitiesRepurchase of own shares 50 (3,062) (435)Redemption of borrowings (15) –Proceeds from borrowings 15 –Gross proceeds from issuance of new shares – 37,913Expenses directly related to the issuance of new shares – (3,139)Net cash generated by/(used in) financing activities (3,062) 34,339

Net increase/(decrease) in cash and cash equivalents (34,754) 36,280

Cash and cash equivalents at 1 January 39,465 3,185Exchange differences on cash and cash equivalents (14) –Cash and cash equivalents at 31 December 29 4,697 39,465


Notes to the consolidated financial statementsfor the year ended 31 December 2008

1 General informationCryo-Save Group N.V. (‘the Company’ or ‘the Group’)is a limited company incorporated in The Netherlands.The address of its registered office and principalplace of business is IJsselkade 8, 7201 HB Zutphen,The Netherlands.

2 Change in accounting estimatesAs from January 2008 the Group changed its accountingestimates with respect to the depreciation term of officeequipment from five years to 10 years as this is more in linewith the estimated useful lives of these assets.

Furthermore, the Group decided to differentiate betweenlaboratory equipment related to storage and otherlaboratory equipment as this is more in line with theestimated useful lives of these assets. As from 2008laboratory equipment for storage purposes is depreciatedin 10 years. The depreciation term for other laboratoryequipment remained unchanged at fi ve years.

The impact of these changes in accounting estimates hasbeen assessed as not material.

3 Application of new or revised International FinancialReporting Standards

The IASB and IFRIC have issued new standards,amendments to existing standards and interpretations,some of which are not yet effective or have not beenendorsed by the European Union. The Company hasintroduced standards and interpretations that becameeffective in 2008 or were early adopted.

New standards, amendments and interpretationsapplied in 2008IFRS 8 Operating segments: IFRS 8 was published inNovember 2006 and is effective for the fi rst time forfi scal years beginning on or after 1 January 2009. IFRS 8prescribes entities to disclose financial and descriptiveinformation for reportable segments. The Group adoptedthis standard as of 1 January 2008.

IFRIC 11, IFRS 2 Group and Treasury Share Transactions:IFRIC 11 was issued in November 2006 and is effectivefor the fi rst time for fi scal years beginning on or after1 March 2007. The Interpretation governs the treatmentof share-based payment arrangements involving equityinstruments of the parent.

New standards, amendments and interpretationseffective for the year ended 31 December 2008,but not appliedThe following interpretations to published standards aremandatory for accounting periods beginning on or after1 January 2008 but are not applicable for the Group.

• IFRIC 12 ‘Service concession arrangements’; and• IFRIC 14 ‘The Limit on a Defined Benefit Asset, Minimum

Funding Requirements and their Interaction’.

New standards, amendments and interpretationsnot yet effective and not early adoptedIAS 1 (Amendment) Presentation of Financial Statements– A Revised Presentation (not yet adopted by the EU):The revised IAS 1 was issued in September 2007 andis effective for the fi rst time for fi scal years beginningon or after 1 January 2009. The amendments primarilyconcern the presentation of financial statements andcomparative information.

IAS 23 (Amendment) Borrowing costs (not yet adoptedby the EU): The revised IAS 23 was issued in March 2007and is effective for the fi rst time for fi scal years beginningon or after 1 January 2009. The Standard prescribes entitiesto capitalize borrowing costs attributable to a qualifyingasset. The changes are not expected to have a significantimpact on the consolidated financial statements.

IAS 27 (Amendment) Consolidated and Separate FinancialStatements: The amendments to IAS 27 providing furtherclarification on accounting for non-controlling interest insubsidiaries in the consolidated financial statements willbecome effective as of 2010. The changes are not expectedto have a significant impact on the consolidated financialstatements.

IFRS 2 (Amendment) Share-based payment. The amendedstandard deals with vesting conditions and cancellations.The amendment will become applicable for the 2009financial statements and the possible impact isunder review.

IFRS 3 (Revised) Business Combinations (not yet adoptedby the EU): The revised IFRS 3 was issued in January 2008and is effective for the fi scal years beginning on or after1 July 2009. Some of the main amendments in the revisedIFRS 3 concern the cost directly attributable to businesscombinations, the adjustment of the cost of a businesscombination depending on future events, the determinationof the amount of goodwill and the treatment of successivebusiness combinations. Business combinations to date arenot affected.



3 Application of new or revised International FinancialReporting Standards continued

The amendments to IAS 32 and IAS 1 with respect toputtable financial instruments and obligations arisingon liquidation, the amendments to IFRS 1 and IAS 27in relation to the cost of an investment in a subsidiary,jointly controlled entity or associate and the amendmentsto IAS 39 with respect to eligible hedged items willnot be applicable to the Company. The October 2008amendment to IAS 39 and IFRS 7 that permits thereclassification of certain non-derivate financial assetswill also not be applicable to Cryo-Save.

The following interpretations to published standards aremandatory for accounting periods beginning on or after1 January 2009:

• IFRIC 13 ‘Customer Loyalty Programmes’;• IFRIC 15 ‘Agreements for the Construction

of Real Estate’;• IFRIC 16 ‘Hedges of a Net Investment in

Foreign Operations’;• IFRIC 17 ‘Distributions of Non-cash Assets

to Owners’; and• IFRIC 18 ‘Transfer of Assets from Customers’.

The Directors anticipate that the adoption of theseStandards, Amendments and Interpretations in futureperiods will have no material impact on the net assets,financial position and results of operations or cash flowsof the Group, except for the directly attributable costsand the adjustments of deferred considerations ofbusiness combinations. Certain of these standardsand interpretations will require additional disclosuresover and above those currently included in these financialstatements in the period of initial application.

4 Significant accounting policiesBasis of preparationThe consolidated financial statements of the Group havebeen prepared in accordance with International FinancialReporting Standards (IFRS) and International AccountingStandards (IAS) prevailing per 31 December 2008,as adopted by the International Accounting StandardsBoard (IASB) and as endorsed for use in the EuropeanUnion by the European Commission as at 31 December2008, and are prepared on a historical cost basis unlessstated otherwise.

The financial statements for the year ended 31 December2008 were authorized for issue by the Board of Directorson 23 March 2009.

Basis of consolidationThe consolidated financial statements of the Groupcomprise the financial statements of the Company andits subsidiaries and the Group’s interest in associatesand jointly controlled entities. All intragroup balancesand transactions are eliminated.

SubsidiariesSubsidiaries are all entities over which the Group hasthe power to govern the financial and operating policiesgenerally accompanying a shareholding of more thanone half of the voting rights. The existence and effectof potential voting rights that are currently exercisableor convertible are considered when assessing whetherthe Group controls another entity. Subsidiaries are fullyconsolidated from the date on which control is transferredto the Group. They are de-consolidated from the date thecontrol ceases. The purchase method of accounting is usedto account for the acquisition of subsidiaries by the Group.The cost of an acquisition is measured as the fair value ofthe assets given, equity instruments issued, and liabilitiesincurred or assumed at the date of exchange, plus costsdirectly attributable to the acquisition. Identifiable assetsacquired and liabilities and contingent liabilities assumedin a business combination are measured initially at their fairvalues at their acquisition date. The excess of the cost ofan acquisition over the fair value of the Group’s share of theidentifiable net assets acquired is recorded as goodwill.

Joint venturesJoint ventures are those entities over whose activitiesthe Group has joint control, established by contractualagreement. Joint ventures are recognized usingproportionate consolidation from the date that jointcontrol commences until the date that joint control ceases.

AssociatesAssociates are all entities over which the Group hassignificant influence but not control over the financial andoperating policies, generally accompanying a shareholdingbetween 20% and 50% of the voting rights. Investmentsin associates are accounted for using the equity methodof accounting and are initially recognized at cost.


4 Significant accounting policies continuedThe Group’s investment in associates includes goodwillidentified on acquisition net of any accumulated impairmentlosses. Associates are recognized from the date on whichthe Group has significant influence, and recognition ceasesfrom the date the Group has no significant influence over anassociate. The Group’s share of its associates post-acquisitionprofits or loss is recognized in the income statement, andits share of post-acquisition movements in reserves isrecognized in reserves. The cumulative post-acquisitionmovements are adjusted against the carrying amount ofthe investment. If the Group’s share of losses in an associateequals or exceeds its interest in the associate, includingany other long-term interests, the Group discontinuesrecognizing its share of further losses, unless it has incurredlegal or constructive obligations or made payments on behalfof the associate. Unrealized gains on transactions between theGroup and its associates are eliminated to the extent of theGroup’s interest in the associates. Unrealized losses are alsoeliminated unless the transaction provides evidence of animpairment of the asset transferred.

Minority interestsMinority interests in the net assets of consolidatedsubsidiaries are identified separately from the Group’s equitytherein. Minority interests consist of the amount of thoseinterests at the date of the original business combination,and the minority’s share of changes in equity, since the dateof the combination. Losses applicable to the minority inexcess of the minority’s interest in the subsidiary’s equityare allocated against the interests of the Group only to theextent that the minority has a binding obligation and is ableto make an additional investment to cover the losses.

Foreign currenciesFunctional and presentation currencyThe individual financial statements of each group entityare presented in the currency of the primary economicenvironment in which the entity operates (its functionalcurrency). For the purpose of the consolidated financialstatements, the results and financial position of each entityare expressed in Euro (‘b’), which is the Group’s reportingcurrency for the consolidated financial statements.

Foreign currency transactions and balancesIn preparing the financial statements of the individualentities, transactions in currencies other than the entity’sfunctional currency are recorded, on initial recognition at therates of exchange prevailing at the dates of the transactions.At each balance sheet date, monetary items denominatedin foreign currencies are translated at the rates prevailingat the balance sheet date. Non-monetary items that aremeasured in terms of historical cost in a foreign currencyare translated using the exchange rate at the date ofthe transaction.

Exchange differences, arising on the settlement of monetaryitems and on the re-translation of monetary items, arerecognized in profit or loss in the period in which theyarise except for exchange differences on monetary itemsreceivable from or payable to a foreign operation for whichsettlement is neither planned nor likely to occur, whichform part of the net investment in a foreign operation, andwhich are recognized in the foreign currency translationreserve and recognized in profit or loss on disposal of thenet investment.

The following exchange rates against the euro have beenused in these financial statements:

Balancesheet as at Income

31 December statement2008 2008

Hungarian forint 265.74 249.08Czech koruna 26.82 24.87Indian rupees 67.63 64.86Swiss franc 1.49 1.59South African rand 13.00 11.90

Financial statements of Group companiesFor the purpose of presenting consolidated financialstatements, the assets and liabilities of the Group’s foreignoperations are expressed in Euro’s using exchange ratesprevailing at the balance sheet date. Income and expenseitems are translated at the average exchange rates for theperiod, unless exchange rates fl uctuated significantly duringthat period, in which case the exchange rates at the datesof the transactions are used. Exchange differences arising,if any, are classified as equity and transferred to the Group’scurrency translation reserve. Such exchange differences arerecycled through profit or loss in the period in which theforeign operation is disposed of.

Net investment in foreign operationsNet investment in foreign operations includes equityfinancing and long-term intercompany loans for whichsettlement is neither planned nor likely to occur in theforeseeable future. Exchange rate differences arising fromthe translation of the net investment in foreign operationsare taken to the currency translation reserve in shareholders’equity directly.

When a foreign operation is disposed of, exchangedifferences that were recorded in equity are recognized inthe income statement as part of the gain or loss on disposal.



4 Significant accounting policies continuedBusiness combinationsWhen a business combination agreement provides foran adjustment to the cost of the combination contingenton future events (earn outs or deferred acquisitionpayments), the Group includes the amount of thatadjustment in the cost of the combination at the acquisitiondate if the adjustment is probable and can be measuredreliably. Identifiable assets acquired and liabilities andcontingent liabilities assumed in a business combination aremeasured initially at their fair values at the acquisition date.

Initially the fair values are determined provisionally, andwill then be subject to change based on the outcomeof the purchase price allocation which takes place within12 months from the acquisition date.

Intangible assetsGoodwillGoodwill represents the excess of the cost of an acquisitionover the fair value of the Group’s share of the net identifiableassets of the acquired subsidiary, associate or jointventure at the date of acquisition. Goodwill recognizedfor acquisitions represents the consideration made by theGroup in anticipation of the future economic benefi ts fromassets that are not capable of being individually identifiedand separately recognized. These future economic benefi tsrelate to, for example, opportunities with regard to costefficiencies such as sharing of infrastructure.

Goodwill on acquisitions of subsidiaries is included inintangible assets. Goodwill on acquisitions of associatesis included in investments in associates. Such goodwill iscarried at cost less any accumulated impairment losses.Gains and losses on the disposal of an entity include thecarrying amount of goodwill relating to the entity thatis sold.

Goodwill acquired in a business combination is notamortized. Instead, the goodwill is tested for impairmentannually, or more frequently if events or changesin circumstances indicate that it might be impaired.

Goodwill is allocated to the cash-generating units for thepurpose of impairment testing. The allocation is made tothose cash-generating units that are expected to benefi tfrom the business combination in which the goodwill arose.

Identified intangible assetsIdentified intangible assets on investments in groupcompanies, such as customer relationship, brand name,contracts with insurers and distributors and order backlogare valued at cost less accumulated amortization andaccumulated impairment losses.

Amortization is charged to the income statement, overtheir estimated useful life, using the straight-line methodon the following bases:

Brand name 20 yearsCustomer relationship 3-7 yearsContracts with insurers and distributors 6-9 yearsOrder backlog 1 month

Internally generated intangible assetsInternally generated intangible assets relate to thedevelopment costs of new products and the website,and represents the sum of expenditures incurred from thedate when the intangible asset fi rst meets the recognitioncriteria under IFRS. These expenditures comprise all directlyattributable costs necessary to create, produce and preparethe asset to be capable of operating in the manner intendedby management. These costs are mainly costs of materialsand services used or consumed in generating the intangibleasset, and costs of employee benefits arising from thegeneration of the intangible asset.

Internally generated intangible assets are stated at costless accumulated amortization and any impairment losses.Amortization begins when the assets are available for use.The estimated useful life of internally generated intangibleassets is three years. The amortization method applied forthe new products is the unit of production method whichreflects the pattern in which the asset’s future economicbenefits are expected to be consumed by the Group.The amortization method applied for the website is thestraight-line method.

An intangible asset arising from development or fromthe development phase of an internal project is recognizedonly if the Group can demonstrate the technical feasibilityof completing the intangible asset so that it will be availablefor use or sale and comply with the following otherrequirements: the intention to complete the developmentproject; the ability to sell or use the product; demonstrationof how the product will yield probable future economicbenefits; the availability of adequate technical, financial, andother resources to complete the project; and the ability toreliably measure the expenditure attributable to the project.



4 Significant accounting policies continuedSubsequent expenditure on capitalized intangible assetsis capitalized only when it increases the future economicbenefits embodied in the specific asset to which it relates.All other expenditure is expensed as incurred.

No intangible asset from research or from the researchphase of an internal project is recognized. Expenditureon research or the research phase of an internal projectis recognized as an expense when incurred.

Other intangible assetsThis includes items such as software and software licences.Amortization is recognized as a cost and calculated ona straight-line basis over the asset’s expected useful life.The amortization period is three years.

Property, plant and equipmentProperty, plant and equipment, consisting of land andbuildings, lab equipment, and other assets such ascomputer and office equipment and vehicles, is valuedat cost less accumulated depreciation and anyimpairment losses.

Depreciation is charged to the income statement, overtheir estimated useful life, using the straight-line methodon the following bases:

Buildings 30 yearsOffice equipment 10 years (until 2007: 5 years)Laboratory equipment related to storage 10 years (until 2007: 5 years)Laboratory equipment 5 yearsVehicles 5 yearsComputer equipment 3 years

Land is not depreciated.

The gain or loss arising on the disposal or retirement of anitem of property, plant and equipment is determined as thedifference between the sales proceeds and the carryingamount of the asset and is recognized in profit or loss.

Impairment of non-current assetsAt each balance sheet date, the Group reviews the carryingamounts of its non-current assets to determine whetherthere is any indication that those assets have suffered animpairment loss. If any such indication exists, therecoverable amount of the asset is estimated in order todetermine the extent of the impairment loss, if any. Whereit is not possible to estimate the recoverable amount ofthe individual asset, the Group estimates the recoverableamount of the cash-generating unit to which the assetbelongs. Where a reasonable and consistent basis ofallocation can be identified, corporate assets are alsoallocated to individual cash-generating units, or otherwisethey are allocated to the smallest group of cash-generatingunits for which a reasonable and consistent allocation basiscan be identified.

Recoverable amount is the higher of fair value less costs tosell and value in use. In assessing value in use, the estimatedfuture cash flows are discounted to their present valueusing a pre-tax discount rate that reflects current marketassessments of the time value of money and the risk specificto the asset for which the estimates of future cash flowshave not been adjusted.

If the recoverable amount of an asset (or cash-generatingunit) is estimated to be less than its carrying amount, thecarrying amount of the asset (or cash-generating unit) isreduced to its recoverable amount. An impairment loss isrecognized immediately in profit or loss, unless the relevantasset is carried at a revalued amount, in which case theimpairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, thecarrying amount of the asset (or cash-generating unit) isincreased to the revised estimate of its recoverable amount,but so that the increased carrying amount does not exceedthe carrying amount that would have been determinedhad no impairment loss been recognized for the asset(or cash-generating unit) in prior years. A reversal of animpairment loss is recognized immediately in profit or loss,unless the relevant asset is carried at a revalued amount,in which case the reversal of the impairment loss is treatedas a revaluation increase.

LeasesLeases are classified as finance leases whenever the termsof the lease transfer substantially all the risks and rewardsof ownership to the lessee. All other leases are classifiedas operating leases.

Operating lease payments are recognized as an expenseon a straight-line basis over the lease term, except whereanother systematic basis is more representative of the timepattern in which economic benefits from the leased assetare consumed.

Financial assetsInvestments are recognized and derecognized on a tradedate where the purchase or sale of an investment is undera contract whose terms require delivery of the investmentwithin the timeframe established by the market concerned,and are initially measured at fair value, net of transactioncosts except for those financial assets at fair value throughprofit or loss, which are initially measured at fair value.

Financial assets are classified as loans and receivables.



4 Significant accounting policies continuedLoans and receivablesTrade receivables, loans, and other receivables that havefixed or determinable payments that are not quoted in anactive market are classified as ‘loans and receivables’. Loansand receivables are measured at amortized cost using theeffective interest method less any impairment. Interestincome is recognized by applying the effective interest rate,except for short-term receivables where the recognition ofinterest would be immaterial.

Effective interest methodThe effective interest method is a method of calculating theamortized cost of a financial asset and of allocating interestincome over the relevant period. The effective interest rateis the rate that exactly discounts estimated future cashreceipts through the expected life of the financial asset,or, where appropriate, a shorter period.

Income is recognized on an effective interest basis fordebt instruments.

Impairment of financial assetsFinancial assets are assessed for indicators of impairmentat each balance sheet date.

Financial assets are impaired where there is objectiveevidence that, as a result of one or more events thatoccurred after the initial recognition of the financial asset,the estimated future cash flows of the investment have beenimpacted. For financial assets carried at amortized cost, theamount of the impairment is the difference between theasset’s carrying amount and the present value of estimatedfuture cash flows, discounted at the original effectiveinterest rate.

The carrying amount of the financial asset is reduced bythe impairment loss directly for all financial assets with theexception of trade receivables where the carrying amountis reduced through the use of an allowance account.

When a trade receivable is uncollectible, it is written offagainst the allowance account. Subsequent recoveriesof amounts previously written off are credited against theallowance account. Changes in the carrying amount ofthe allowance account are recognized in profit or loss.

If in a subsequent period, the amount of the impairmentloss decreases and the decrease can be related objectivelyto an event occurring after the impairment was recognized,the previously recognized impairment loss is reversedthrough profit or loss to the extent that the carrying amountof the investment at the date the impairment is reverseddoes not exceed what the amortized cost would have beenhad the impairment not been recognized.

InventoriesInventories are assets in the form of materials or suppliesto be consumed in the collection and extraction process orin the rendering of services. Inventories are measured at thelower of cost and net realizable value. The cost of inventoriescomprises all costs of purchase, costs of conversion andother costs incurred in bringing the inventories to theirpresent location and condition. The net realizable value isthe estimated selling price in the ordinary course of businessless the estimated costs of completion and the estimatedcosts necessary to make the sale.

Trade and other receivablesTrade and other receivables are initially carried at theirfair value and subsequently measured at cost less anyimpairment. Trade and other receivables which are notexpected to be realized within 12 months after the balancesheet date are classified as non-current assets.

Cash and cash equivalentsCash and cash equivalents comprise cash balances andcall deposits.

Deferred revenueDeferred revenue represents the part of the amountinvoiced to customers that has not yet met the criteriafor revenue recognition and thus still has to be earnedas revenues, by means of delivery of services in thefuture. Deferred revenue is recognized at its presentvalue. Deferred revenue that relates to services which arenot expected to be rendered within 12 months after thebalance sheet date are classified as non-current liabilities.

Trade and other payablesTrade and other payables are stated at cost.



4 Significant accounting policies continuedTaxationIncome tax expense represents the sum of current anddeferred tax.

Current tax is the expected tax payable on the taxableincome for the year, and any adjustment to tax payable inrespect of previous years. Taxable profit differs from profi tas reported in the income statement because it excludesitems of income or expense that are taxable or deductiblein other years and it further excludes items that are nevertaxable or deductible. The Group’s liability for currenttax is calculated using tax rates that have been enactedor substantively enacted by the balance sheet date.Obligations for possible income tax exposures are treatedas current tax liabilities.

Deferred tax is recognized on differences between thecarrying amounts of assets and liabilities in the financialstatements and the corresponding tax bases used inthe computation of taxable profit, and is accountedfor using the balance sheet liability method. Deferredtax liabilities are generally recognized for all taxabletemporary differences, and deferred tax assets are generallyrecognized for all deductible temporary differences to theextent that it is probable that taxable profits will be availableagainst which those deductible temporary differences canbe utilized. Such assets and liabilities are not recognized ifthe temporary difference arises from goodwill or from theinitial recognition (other than in a business combination)of other assets and liabilities in a transaction that affectsneither the taxable profit nor the accounting profi t.

Deferred tax liabilities are recognized for taxable temporarydifferences associated with investments in subsidiaries andassociates, and interests in joint ventures, except wherethe Group is able to control the reversal of the temporarydifference and it is probable that the temporary differencewill not reverse in the foreseeable future. Deferred tax assetsarising from deductible temporary differences associatedwith such investments and interests are only recognizedto the extent that it is probable that there will be sufficienttaxable profits against which to utilize the benefits of thetemporary differences and they are expected to reversein the foreseeable future.

The carrying amount of deferred tax assets is reviewed ateach balance sheet date and reduced to the extent that itis no longer probable that sufficient taxable profits will beavailable to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at thetax rates that are expected to apply in the period in whichthe liability is settled or the asset realized, based on taxrates (and tax laws) that have been enacted or substantivelyenacted by the balance sheet date. The measurementof deferred tax liabilities and assets reflects the taxconsequences that would follow from the manner inwhich the Group expects, at the reporting date, to recoveror settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is alegally enforceable right to set off current tax assets againstcurrent tax liabilities and when they relate to income taxeslevied by the same taxation authority and the Group intendsto settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognized as an expenseor income in profit or loss, except when they relate to itemscredited or debited directly to equity, in which case thetax is also recognized directly in equity, or where theyarise from the initial accounting for a business combination.In the case of a business combination, the tax effect is takeninto account in calculating goodwill or in determining theexcess of the acquirer’s interest in the net fair value of theacquiree’s identifiable assets, liabilities and contingentliabilities over cost.

BorrowingsWe recognise borrowings initially at fair value lesstransaction costs, if material. Long-term debts payablewithin one year are classified as current liabilities. Financiallease liabilities are recorded under borrowings.

Deferred considerationsDeferred considerations are based on contracts betweenCryo-Save Group N.V. and the former shareholders of theacquired entity, and valued at the net present value usingthe discounted cash flow method. The unwinding of thediscount is recognized in profit or loss as interest expense.Differences between the estimated and actual deferredconsiderations are recognized in goodwill.

Shareholders’ equityWhen share capital recognized as equity is repurchased(treasury shares), the amount of the consideration paid,including directly attributable costs, is recognized as achange in equity.

Dividends are recognized as a liability upon being declared.



4 Significant accounting policies continuedMinority interestMinority interest is the portion of the profit or loss and netassets of a subsidiary attributable to equity interests thatare not owned, directly or indirectly through subsidiaries,by the Group.

Defined contribution plansThe pension contribution of defined contribution plans isrecognized as an expense in the income statement as it isincurred. The Group has no defined benefit pension plans.

RevenueRevenue is measured at the fair value of the considerationreceived or receivable. Revenue is reduced for deferredincome, rebates and other similar allowances.

Revenue in respect of fees charged for stem cell extractionis recognized on the day of extraction.

Revenue earned in respect of stem cell storage isrecognized evenly over the storage period, over whichtime an appropriate margin is also recognized.

Government grantsGovernment grants are recognized at their fair valuewhere there is a reasonable assurance that the grant will bereceived and the Company will comply with the conditionsattaching to them. Government grants related to incomeare deducted in reporting the related expense. Governmentgrants related to an asset, are presented in the balancesheet by setting up the grant as deferred income, and arereleased to the income statement over the expected usefullife of the relevant asset by equal annual instalments.

Cost of salesCost of sales comprises the directly attributable costs ofgoods and services sold and delivered. These costs includesuch items as the cost of collection of the cord blood, salescommission to business partners and laboratory materials.

Marketing and sales expensesMarketing and sales expenses include all costs that aredirectly attributable to marketing and sales activities.Examples of directly attributable costs are costs ofemployee benefits and costs of materials and servicesused or consumed.

Research and development expensesResearch and development expenses, the latter as far asnot capitalized, include all costs that are directly attributableto research and development activities for new products.Directly attributable costs are for example costs of employeebenefits, costs of materials and services used or consumedin generating the new product.

General and administrative expensesGeneral and administrative expenses include costs which areneither directly attributable to Cost of sales nor to Marketingand sales and Research and development expenses.

Share-based paymentsThe Group’s share option scheme qualifies as anequity-settled share-based payment. The fair valueof share options awarded is recognized as an expensewith a corresponding increase in equity. The fair value ismeasured at the grant date and spread equally over theperiod during which the employees become unconditionallyentitled to the shares. The fair value of the share options ismeasured using a binomial option valuation model, takinginto account the terms and conditions upon which theshare options were awarded. The amount recognizedas an expense is adjusted to reflect the actual forfeituresdue to participants’ resignation before the vesting date.

Finance income and costsFinance income and costs comprise interest receivable ondeposits, interest receivable on funds invested calculatedusing the effective interest rate method, foreign exchangegains and losses, unwinding of the discount of deferredconsiderations and bank costs.

Dividend revenue from investments is recognized whenthe Shareholder’s right to receive payment has beenestablished.



5 Critical accounting estimates and judgmentsThe Group makes estimates and assumptions concerningthe future. The estimates and assumptions that have asignificant risk of causing a material adjustment to thecarrying amounts of assets and liabilities within the nextfinancial year are discussed below.

GoodwillAn impairment test of goodwill is carried out at least oncea year or when required because of changed circumstances.Any test of impairment inevitably involves factors that haveto be estimated. The realisable value is infl uenced by factorssuch as our prognosis for future economic conditions andexpectations regarding market developments andoperations. The estimates for these factors may changeover time, which could lead to an impairment adjustmentbeing recognized in profit or loss. The realisable value alsodepends on the discount rate used, which is our estimate ofweighted average costs of capital for the entity concerned.

Internally generated intangible assetsAn intangible asset arising from development or from thedevelopment phase of an internal project is recognizedonly if the Group can demonstrate the technical feasibilityof completing the intangible asset so that it will be availablefor use or sale and comply with the following otherrequirements: the intention to complete the developmentproject; the ability to sell or use the product; demonstrationof how the product will yield probable future economicbenefits; the availability of adequate technical, financial, andother resources to complete the project; and the ability toreliably measure the expenditure attributable to the project.

Internally generated intangible assets are stated at costless accumulated amortization and any impairment losses.Amortization begins when the assets are available for use.The estimated useful life of internally generated intangibleassets is three years. The amortization method applied isthe unit of production method which reflects the patternin which the asset’s future economic benefits are expectedto be consumed by the Group. The amortization methodapplied for the website is the straight-line method.

While management has procedures in place to controlthe product development process, there is an inherentuncertainty with regard to the outcome of thedevelopment process.

Identified intangible assetsIntangible assets such as brand name, customer relationship,contracts with insurers, distributions contracts and backlogare identified as intangible assets at the acquisition date.The fair value of these intangible assets is determined usingestimates, the most significant being the expected cashflows attributable to the brand name, customer relationship,contracts and the discount rate used.

The expected future cash flows are based on the mostrecent long-term forecast from the perspective of thepurchased entity. The discount rate used is the estimatedweighted average cost of capital for the unit concerned.The estimates and assumptions might not hold in the future.

Useful life and impairment of property,plant and equipmentProperty, plant and equipment are depreciated on astraight-line basis over their estimated useful lives, aftertaking into account their estimated residual values. Thedetermination of useful lives and residual values involvesmanagement’s estimation. The Group assesses annuallythe residual value and the useful life of its property, plantand equipment and if the expectation differs from theoriginal estimate, such a difference may impact thedepreciation in the period when the estimate is changedand in future periods.

The Group assesses regularly whether property, plant andequipment have any indication of impairment in accordancewith the accounting policy. The recoverable amounts ofproperty, plant and equipment have been determinedbased on value-in-use calculations. These calculationsrequire the use of judgment and estimates.

Allowances for bad and doubtful debtsThe Group makes allowances for bad and doubtful debtsbased on an assessment of the recoverability of trade andother receivables. Allowances are applied to trade andother receivables where events or changes in circumstancesindicate that the balances may not be collectable. Theidentification of bad and doubtful debts requires the useof judgment and estimates. Where the expectation isdifferent from the original estimate, such differences willimpact the carrying value of trade and other receivablesand doubtful debts expenses in the period in which suchestimate has been changed.




5 Critical accounting estimates and judgments continuedDeferred revenueDeferred revenue represents the part of the amountinvoiced to customers that has not yet met the criteriafor revenue recognition and thus still has to be earnedas revenue, by means of delivery of services in the future.The amount of deferred revenue per sample processedand stored is based on certain assumptions, like costs andthe chance of future extraction rate of samples. Changesin these assumptions might have a significant impact onthe amount of deferred revenue.

Income taxesA deferred tax asset shall be recognized for the carry-forwardof unused tax losses and unused tax credits to the extentthat it is probable that future taxable profits will be availableagainst which the unused tax losses and unused tax creditscan be utilized. Management assesses the probability thattaxable profit will be available against which the unused taxlosses or unused tax credits can be utilized.

Corporate taxation is calculated on the basis of incomebefore taxation, taking into account the relevant local taxrates and regulations. For each operating entity, the currentincome tax expense is calculated and differences betweenthe accounting and tax base are determined resulting indeferred tax assets or liabilities. These calculations mightdeviate from the final tax assessments which will be receivedin future periods.

6 Financial risk managementOverviewThe Group has exposure to the following risks from its useof financial instruments:

• Currency risk;• Credit risk;• Interest risk.

The Company’s major financial instruments includecurrent and non-current trade and other receivables, cashand cash equivalents, current and non-current trade andother payables, borrowings and other non-current liabilities.Details of these financial instruments are disclosed inthe respective notes. The risks associated with thesefinancial instruments and the policies applied by the Groupto mitigate these risks are set out below. Managementmonitors these exposures to ensure appropriate measuresare implemented in a timely and effective manner.

The Group’s risk management policies are established toidentify and analyze the risks faced by the Group, to setappropriate risk limits and controls, and to monitor risksand adherence to limits. Risk management policies andsystems are reviewed regularly to reflect changes in marketconditions and the Groups activities. The Group, throughits training and management standards and procedures,aims to develop a disciplined and constructive controlenvironment in which all employees understand theirroles and obligations.

Currency riskThe Group has identified transaction and translation risksas the main currency risks.

Transaction riskTransaction risk to the Group is limited because thetransactions of the foreign subsidiaries are denominated intheir local currency, except for the intercompany rechargefrom Cryo-Save AG for processing and storage that isdenominated in euro.

Translation riskAssets and liabilities and income and expenses of Groupcompanies are translated to euro at foreign exchange ratesprevailing at the balance sheet date and the dates of thetransactions respectively.

The Company does not hedge translation risks (such asthe foreign exchange effect of translating operating resultsachieved outside the eurozone). We regard our positionsin other countries (in this case outside the eurozone) asstrategic and assume that, over the longer term, currencyfl uctuations will be neutral on balance. The Group’s maincountry outside the eurozone is Hungary.

Credit riskCredit risk is the risk of financial loss to the Group if acustomer or counterparty to a financial instrument failsto meet its contractual obligations, and arises principallyfrom the Group’s receivables from customers and cashand cash equivalents.

In order to minimize the credit risk, management reviewsthe recoverable amount of each individual debt regularly toensure that adequate impairment losses are recognized forirrecoverable debts. In this regard, management considersthat the Group’s credit risk is low.


6 Financial risk management continuedInterest riskThe Group does not account for any fixed rate financial assets and liabilities at fair value through profit or loss, and the Groupdoes not designate derivatives (interest rate swaps) as hedging instruments under a fair value hedge accounting model.The Group has no material borrowings. Therefore a change in interest rates at the reporting date would not affect profi tor loss of the year.

Fair valuesNo additional disclosure on fair values is required because the carrying amounts are considered to be a reasonableapproximation of fair value.

7 AcquisitionsThe following acquisitions were completed in 2008:

ContributionContribution to 2008

Interest to 2008 operatingAcquisition date Acquisition in % Country revenue profi t

From Fromacquisition acquisition

date Full year date Full year

1 January Output Pharma Services 100 Germany 1,787 1,787 216 2161 January Stemcell 100 Germany – – – –

1 February Sejtbank 70 Hungary 2,718 2,945 370 378

1 February Archiv Bunek 70 Czech Republic 366 382 (110) (129)1 March Cryoclinic 50 South Africa 168 201 46 54

27 June CrioCord 33.25 Spain 3,070 5,853 1,082 2,08527 June Valor Conexo 100 Portugal – – – –

17 July Cryo-Save Balcanica 50 Greece 442 1,109 119 3278,551 12,277 1,723 2,931

GermanyOn 1 January 2008, Cryo-Save acquired OutputPharma Services GmbH and Stemcell GmbH for a totalconsiderations of b0.8 million. Stemcell GmbH, basedin Cologne, was the service company to the Germansubsidiary Cryo-Care GmbH. Output Pharma ServicesGmbH, based in Aachen, is strategically well located at theUniversity site and specialized in services to pharmaceuticalcompanies and logistic services across Germany.

HungaryOn 1 February 2008, Cryo-Save acquired a 70% interest inthe Hungarian distributor Sejtbank Egeszegugyi SzolgaltatoKorlatolt Felelossegu Tarsasag (´Sejtbank´) and Sejtbank’ssubsidiary in the Czech Republic, Archiv Bunek s.r.o, for aninitial consideration of b3.25 million payable in cash. As longas the sellers of the shares remain minority shareholders ofSejtbank and Archiv Bunek, the minority shareholders willreceive on a quarterly basis the variable purchase price,equalling to 3% of the revenues for the respective quarterof Sejtbank and Archiv Bunek, but for a maximum periodof 30 years. Furthermore, the sellers have a put option rightfor a maximum period of 30 years, to transfer their 30%

shareholding to Cryo-Save for a consideration of b1.4 millionincreased on a yearly basis by the average of the increaseof revenue of Sejtbank and Archiv Bunek respectively in the lastthree calendar years preceding the exercise of the put option.

South AfricaOn 1 March 2008, Cryo-Save acquired the remaining 50%of the shares in its South African joint venture Cryoclinic (Pty)Ltd for b0.4 million. During 2008 the name of Cryoclinicwas changed into Cryo-Save South Africa.

SpainOn 27 June, Cryo-Save acquired the Spanish distributorCrioCord S.L. for an initial consideration of b15 millionpayable in cash and a variable price of b310 per sample thatarrives at the Cryo-Save laboratory, exceeding a minimumnumber of samples per year, until 31 December 2011. Theacquisition was effected by the purchase of the Portugueseholding company of CrioCord, Valor Conexo (which controls66.75% of CrioCord) and the outstanding 33.25% from themanagement of CrioCord.



7 Acquisitions continuedSouth Eastern Europe including GreeceOn 17 July, Cryo-Save purchased 50% of the remaining shares in Cryo-Save Balcanica which the Group did not already own.The consideration consisted of an initial consideration of b4.1 million and a deferred payment of b100 per sample stored,exceeding a minimum number of samples per year, until 30 June 2011.

Cryo-Save Balcanica operates in Greece and via partners in Romania, Bulgaria, Croatia, Serbia, Slovenia, Macedonia, Maltaand Cyprus.

BreakdownTotal net acquisition spending in 2008 was b24.4 million (2007: b1.8 million). This includes an amount of b0.4 million relatingto costs that are directly attributable to acquisitions, such as legal fees and audit fees.

The acquisitions during 2008 have the following effects on the assets and liabilities of Cryo-Save Group N.V.

Carrying Fair value Recognizedamount adjustments values

Non-current assets 1,702 9,654 11,356Current assets 7,983 – 7,983Non-current liabilities (148) – (148)Current liabilities (10,962) – (10,962)Deferred tax liabilities – (2,462) (2,462)Net identifiable assets and liabilities (1,425) 7,192 5,767Goodwill on acquisitions 25,087Consideration 30,854Cash acquired 128Deferred considerations (6,537)Net acquisition spending 24,445

8 Segment reportingBusiness segmentsSince the acquisition of Output Pharma Services GmbH (‘Output’) in January 2008, the Group identified two operatingsegments: the extraction and storage of adult human stem cells, and other types of products and services. The lattermainly consists of Output. Management considers this to be the primary reporting segment.

Operating segments

Stem cellstorage Other Total

2008 2007 2008 2007 2008 2007

RevenueSegment revenue 27,698 17,206 1,787 500 29,485 17,706

Other segment informationFinance income 987 362 1 – 988 362Finance expense (426) (67) (8) – (434) (67)Depreciation and amortization (1,621) (227) (23) – (1,644) (227)Profi t before taxation 2,652 4,510 209 – 2,861 4,510Segment assets 63,662 51,914 486 – 64,148 51,914Segment liabilities 20,908 8,993 187 – 21,095 8,993Capital expenditure 9,381 1,065 25 – 9,406 1,065



8 Segment reporting continuedRevenue from external customers attributed to theCompany’s country of domicile, The Netherlands, amountedto b0.3 million (2007: b0.2 million).

In 2007 the operating segment ‘other’ comprised of servicefees for providing services to its associate Cryo-Save Arabiain United Arab Emirates.

Geographical segmentsIn presenting information on the basis of geographicalsegments, segment revenue is based on the geographicallocation of customers. Segment assets are based on thegeographical location of the assets.

Non-currentRevenue assets

2008 2007 2008 2007

Spain 9,778 5,051 248 30Hungary 4,942 1,989 1,375 –Italy 4,177 1,824 438 272South Eastern Europeincluding Greece 3,426 3,474 91 34

Other countries 7,162 5,368 47,651 3,432Total 29,485 17,706 49,803 3,768

9 Revenue

2008 2007

Stem cell extraction and storage 27,698 17,206Other products and services 1,787 –Service fees – 500Total revenue 29,485 17,706

Revenue from stem cell extraction and storage include thefees charged for stem cell extraction and the movement, onbalance, in deferred revenue in respect of stem cell storagefor the respective years.

Revenue includes b37,500 interest related to customerpayments in instalments (2007: b50,000). Interest is chargedat 7% in 2008 (2007: 7%).

10 Cost of sales

2008 2007

Collection costs 1,997 1,276Sales commission 1,826 1,866Laboratory costs 5,455 3,219Total cost of sales 9,278 6,361

11 Marketing and sales expenses

2008 2007

Employee benefi t expenses 5,465 1,563Other marketing expenses 2,352 988Total marketing and sales expenses 7,817 2,551

12 Research and development expenses

2008 2007

Employee benefi t expenses 69 37Other research and development costs 28 8Total research and development expenses 97 45

Expense on research or the research phase of an internalproject is recognized as an expense when incurred.

Development costs are expensed as far as they do notcomply with the accounting requirements to capitalize theexpenditures.




13 General and administrative expenses

2008 2007

Employee benefi t expenses 3,455 1,726Other expenses 6,531 1,956Non-recurring IPO expenses – 852Total general and administrative expenses 9,986 4,534

General and administrative expenses mainly increased due tothe increase of depreciation and amortization (+b1.4 million),office and rental costs (+b1.2 million) and advisors andgovernance costs (+b1.2 million).

14 Employee benefi t expenses

2008 2007

Salaries and wages 7,308 2,791Social security costs 1,016 382Cost of defined contribution plans 74 34Share-based payment expenses 211 27Other personnel expenses 380 92Total employee benefi t expenses 8,989 3,326

Employees

Year end Year endFTEs at 31 December 2008 2007

Belgium 26 20Hungary 20 –India 34 –Italy 28 6Spain 22 –The Netherlands 16 15Other countries 50 22Total employment 196 63

Full time equivalents (FTEs) increased organically by77, mainly reflecting the increase of investments in salesstaff in India and Italy. This overview does not includestaff employed by the Group’s business partners mainlyoperating in the South Eastern European countries.

15 Depreciation and amortization expenses

2008 2007

Depreciation of property, plantand equipment 551 227

Amortization of intangible assets 1,093 –Total depreciation andamortization expenses 1,644 227

The increase of amortization expenses is due to theamortization of identified intangible assets, such as customerrelationship, brand name, contracts and order backlog.

16 Finance income

2008 2007

Interest income bank and deposits 789 362Currency translation differences 199 –Total finance income 988 362

Interest income mainly comprise of interest on bank deposits.

17 Finance costs

2008 2007

Bank charges and other finance costs 192 67Unwinding of discounteddeferred considerations 242 –

Total finance costs 434 67

The unwinding of discounted deferred considerations relateto three performance plans with former shareholders ofacquired companies. These costs are non-cash items.


18 Income tax expense

2008 2007

Income tax recognized in profi t or loss 293 627

Tax expense comprises:Current tax expense/(income) 988 739Deferred tax expense/(income) (695) (172)Prior year’s tax difference – 60

Total tax expense 293 627

Reconciliation of the effective tax rate:Profi t before taxation 2,861 4,510Income tax using the Company’sdomestic tax rate 730 1,150

(Dutch nominal tax rate 2008: 25.5%; 2007: 25.5%)

Tax effect of:Effect of tax rates in other countries (538) (781)Non-deductible expenses 95 9Profi ts offset with unusedtax losses for which no deferred taxasset had been recognized (128) (7)

Unused tax losses not recognizedas deferred tax assets 134 256

Income tax expense 293 627

Effect of tax rates in other countries of b0.5 million mainlyrelates to the Swiss subsidiary Cryo-Save AG, that operatesin a tax jurisdiction with lower tax rates, partly offset by highertax rates in Spain and Hungary.

The Company’s unused tax losses amount to b3.9 million(2007: b3.9 million). Due to the uncertainty of realizing theseunused tax losses in future periods, a deferred tax asset (inany of the above years) has not been recognized in respectof those losses. Part of the unused tax losses will expire on31 December 2013 (b2.1 million), b1.8 million can becompensated indefinitely.

19 Earnings per share

2008 2007

Basic earnings per share (in euro cents) 5.5 10.3Diluted earnings per share (in euro cents) 5.5 10.3

Basic earnings per share (EPS) are calculated by dividingprofit attributable to ordinary equity holders of the Companyby the weighted average number of ordinary sharesoutstanding during the period.

The calculation of diluted earnings per share is based on thecalculation of the basic earnings per share, adjusted to allowfor the assumed conversion of all dilutive share options.

The average market value of ordinary shares during 2008did not exceed the exercise price of the options (210 penceand 221 pence respectively), hence the options had nodilutive effect.

With effect from 1 July 2008 the warrant instrument wascancelled, hence no impact on dilution.

Reconciliation between number of shares and weightedaverage number of shares:

2008 2007

Issued ordinary sharesat 1 January 48,195,986 7,107,450

Effect of share split – 28,429,800Effect of issued shares – 2,107,816Shares held in treasury (1,221,335) (4,389)Weighted averagenumber of shares 46,974,651 37,640,677

Reconciliation between weighted average number of sharesand diluted weighted average number of shares:

2008 2007

Weighted averagenumber of shares 46,974,651 37,640,677

Warrants – 6,647Share options – –Diluted weighted averagenumber of shares 46,974,651 37,647,324

Profit attributable to ordinaryequity holders of the Company 2,568 3,883



Reclassification includes the intangible assets of the 2007acquisition (Cryo-Save Italy), identified within 12 monthsfrom acquisition. All purchase price allocations of the 2008acquisitions were completed before 31 December 2008.

The amortization expense is recorded under ‘General andadministrative expenses’ in the income statement.

The impairment test performed in 2008 showed that therecoverable amount for each cash-generating unit exceededthe carrying amount, hence no impairment of goodwillor identified intangible assets was recognized in 2008(2007: b0).

The impairment test also includes a sensitivity analysisof changes in assumptions.

Impairment testingThe Group reviews at each reporting date whether thereis an indicator of impairment of any of the cash-generatingunits that contain goodwill and identified intangible assets.For goodwill and identified assets that have an indefiniteuseful life, annual impairment testing is performed bycomparing the carrying amount of the cash-generatingunit to the higher of its recoverable amount. The recoverableamount of an asset or cash-generating unit is the higherof its fair value less costs to sell and value in use, which is thepresent value of future cash flows. These projections of cashflows are based on actual operating results and the two yearbudget. Therefore the cash flows are extrapolated into thefuture using a steady growth rate of 5% for the years threeto five, and 2.5% beyond this five year period. The projectedpre-tax cash flows are discounted to their net present valueusing a pre-tax discount rate of 15%. The key assumptionsused in the projections are revenue growth and operatingincome margin.

If the future cash flows were to be 10% lower than assumedfor the impairment test, no impairment losses would have tobe recognized at year end 2008, nor would this benecessary if the discount rate were 1 percentage pointhigher than assumed for the impairment test.

Identified intangible assetsThe items such as brand name, customer relationship andcontracts with distributors and insurers concern assets witha limited useful life. The value of these identified intangibleassets are mainly determined by ongoing strength of thebrand name, retention rate of satisfied customers andpotential customers from contracts with hospitals and insurers.

Internally generated intangible assetsInternally generated intangible assets arose from thedevelopment of the new products CryoCord Gold and Cryo-Lip and the Company’s website. The capitalized costs consistof directly attributable costs of employee benefits, as well asmaterials and services used. Amortization for the newproducts will begin when the developed products areavailable for sale as intended by management. Amortizationfor the website will start in 2009 when the website is officiallylaunched.

In 2008 no impairment of these intangible assets wasdeemed necessary.

Other intangible assetsOther intangible assets relate mainly to capitalized softwarelicences and is amortized in three years.

In 2008 no impairment of these intangibles was deemednecessary.

As in previous year, no intangible assets have been pledgedas security for liabilities.

20 Intangible assets

InternallyIdentified generated Otherintangible intangible intangible

Goodwill assets assets assets 2008 2007

At 1 JanuaryCost 1,750 – 193 – 1,943 –Amortization – – – – – –Net book value at 1 January 1,750 – 193 – 1,943 –MovementsAcquisitions 25,391 10,784 – 13 36,188 –Investments – – 368 32 400 1,943Reclassification (1,194) 1,194 – – –Amortization – (1,077) – (16) (1,093) –Total movements 24,197 10,901 368 29 35,495 1,943

At 31 DecemberCost 25,947 11,978 561 45 38,531 1,943Amortization – (1,077) – (16) (1,093) –Net book value at 31 December 25,947 10,901 561 29 37,438 1,943



21 Property, plant and equipment

Land andLand buildings Lab and Other and under office tangible

buildings construction equipment assets 2008 2007

At 1 JanuaryCost – 185 1,249 798 2,232 1,324Depreciation – – (710) (396) (1,106) (843)Net book value at 1 January – 185 539 402 1,126 481

MovementsAcquisitions 254 – 186 491 931 –Investments 4,095 3,124 1,450 337 9,006 941Disposals at cost – – – (153) (153) (33)Depreciation (15) – (300) (236) (551) (227)Foreign exchange differences – – – 5 5 –Depreciation on disposals – – – 57 57 (36)Total movements 4,334 3,124 1,336 501 9,295 645

At 31 DecemberCost 4,349 3,309 2,885 1,478 12,021 2,232Depreciation (15) – (1,010) (575) (1,600) (1,106)Net book value at 31 December 4,334 3,309 1,875 903 10,421 1,126

The fair value of land and buildings, lab and office equipment and other tangible assets does not differ materially from thecarrying value.

No property has been provided as collateral.

The total commitment for the purchase of property, plant and equipment amounts to b2.0 million and relate to the buildingunder construction in Belgium.



22 Investment in subsidiariesDetails of the Company’s subsidiaries at year end are as follows:

Place of Share holdingName of subsidiary directly held by Cryo-Save Group N.V incorporation 2008 2007

Cryo-Save AG Switzerland 100% 99%Cryo-Save Stammzelltechnologie GmbH Austria 100% 100%Cryo-Save GmbH Germany 100% 100%Cryo-Care GmbH Germany 100% 100%Cryo-Save Italia S.r.l. Italy 100% 100%The Cell-Factory NV Belgium 100% 100%Stichting Cryo-Save* The Netherlands 100% 100%Cryo-Save Espana S.A. Spain 100% 100%Cryo-Save UK Ltd. United Kingdom 100% 100%Output Pharma Services GmbH Germany 100% –Cryo-Save Polska Sp.o.o. Poland 99% 99%Cryo-Save (Pty) Ltd. South Africa 100% 50%Cryo-Save Balcanica S.A. Greece 100% 50%Stemcell GmbH Germany 100% –Cryo-Save France S.A.S. France 100% –Cryo-Save India India 100% –Cryo-Save Portugal Portugal 100% –Sejtbank Egeszsegugyi Szolgaltato Kft. Hungary 70% –Archiv Bunek s.r.o. Czech Republic 70% –CrioCord S.L. Spain 33.25% –Valor Conexo SGPS Lda** Portugal 100% –

Joint venturesCryo-Save Balcanica Ltd. Greece – 50%Cryoclinic UK Ltd. United Kingdom – 50%Cryoclinic (Pty) Ltd. South Africa – 50%

* Cryo-Save Group N.V. controls this entity.** Valor Conexo SGPS Lda holds 66.75% of the shares of CrioCord S.L.

The aggregate amount of each of the following relates to the Group’s interest in joint ventures (50% proportionateconsolidation):

2008 2007

Current assets – 1,230Non-current assets – 34Current liabilities – 805Non-current liabilities – –Income – 2,868Expense – 2,686

Cryo-Save AG’s principal activity is the collection, extraction and storage of adult human stem cells from umbilical cordblood and the umbilical cord itself. The principal activity of the other subsidiaries is the sale of this service, except for OutputPharma Services GmbH.



23 Investments in associatesDetails of the Company’s associates at year end areas follows:

SharePlace of holding

Name of associate incorporation 2008 2007

Al-ZahrawiLife-Sciences Ltd.* United Arab Emirates 35.0% 35.0%

*99% owner of Cryo-Save Arabia FZ-L.L.C.

Summarized financial information (100%, in thousandsof euro):

2008 2007

Total assets 658 493Total liabilities 2,653 2,065Revenues 1,510 399Profi t or (loss) (196) (1,025)Unrecognized share of losses (698) (550)

The Company has discontinued recognition of its shareof losses of Cryo-Save Arabia FZ-L.L.C., amounting tob0.1 million for the year 2008 (2007: b0.4 million) andb0.7 million cumulatively. The Group’s liability towardsthis associate is limited to the invested amount.

24 Deferred tax assets and liabilitiesDeferred tax and liabilities

Assets Liabilities 2008 2007

Intangible assets – (2,779) (2,779) –Provision fordoubtful debts 66 – 66 15

Tax value of loss carry-forwards recognized 574 – 574 157

Other items – (48) (48) –Tax assets/(liabilities) 640 (2,827) (2,187) 172

Deferred tax is calculated on temporary differences usingthe tax rate of the tax jurisdiction to which the deferredtax relate. Deferred tax assets in respect of tax lossesor tax credits are recognized in so far they are deemedrecoverable on the basis that relief will be possible againstfuture taxable profi ts.

Deferred tax assets of b0.6 million (2007: b0.2 million)relate to tax losses to be compensated with foreseeablefuture profi ts.

Given that the compensation of tax losses against futuretax profits is uncertain and also that such loss relief will bepossible only in the long term, potential tax losses for anon-discounted amount of b3.9 million (2007: b3.9 million)have not been recognized as deferred tax assets.

Movement in temporary differences

Balance at Recognized Balance at1 January Acquisitions in income 31 December

Intangible assets – (3,054) 275 (2,779)Provision fordoubtful debts 15 – 51 66

Tax value of loss carry-forwards recognized 157 – 417 574

Other items – – (48) (48)Total 172 (3,054) 695 (2,187)

Deferred tax liabilities from acquisitions relate to the outcomeof the purchase price allocation.

25 Non-current trade receivables

2008 2007

Trade receivables 1,304 527Total non-current trade receivables 1,304 527

Non-current trade receivables comprise receivables witha contractual payment term over a year. These amountswill be invoiced to the customers in the regarding yearof payment, including interest. The carrying amount ofnon-current trade receivables does not include interest.

No security has been provided for the outstanding amount.

There is no concentration of credit risks relating to thenon-current trade receivables.



26 Inventories

2008 2007

Collection kits 144 28Laboratory kits 133 142Other inventory 10 –Total inventories 287 170

The inventories are not pledged as security for liabilities.

27 Current trade and other receivables

2008 2007

Trade receivables 7,014 6,019Prepayments 127 750Receivables from related parties 2 37Receivables from associates 796 500Other receivables 217 787Total current trade and other receivables 8,156 8,093

The fair value of the receivables is equal to their carryingvalue, because of their short-term nature.

28 Current tax assets

2008 2007

VAT receivable 976 357Income tax receivable 144 5Other tax receivable 85 56Total current tax assets 1,205 418

29 Cash and cash equivalents

2008 2007

Deposits – 36,600Cash and bank balances 4,697 2,865Total cash and cash equivalents 4,697 39,465

All the balances are at the free disposal of the Group.

30 EquityShare capital and share premiumAuthorized sharesThe total authorized share capital consists of177,686,250 shares with a par value of b3,553,725as per 31 December 2008.

Issued sharesThe total issued ordinary share capital consistsper 31 December 2008 of 48,195,986 shares(31 December 2007: 48,195,986 shares) witha par value of b0.02.

At the Annual General Meeting of Shareholders held on11 June 2008, it was resolved to delegate to the Board ofDirectors the power (a) to issue a maximum of 9,639,197shares and/or rights to subscribe for shares, and (b) torestrict or exclude the pre-emptive rights in connectionwith an issue of such number of shares or rights to subscribefor shares, each for a period of 18 months.

Translation reserveThe translation reserve contains exchange rate differencesarising from the translation of the net investment in foreignoperations, and of the related hedges. When a foreignoperation is sold, exchange differences that were recordedin equity prior to the sale are recycled through the incomestatement as part of the gain or loss on divestment. Thisreserve is not available for distribution.

Revaluation reserveThe revaluation reserve relate to the accounting of theacquisition of 50% of the remaining shares of Cryo-SaveBalcanica S.A. As part of the purchase price allocation, theintangible assets relating to the 50% of the shares alreadyowned by Cryo-Save were revalued. Along with theamortization, the reserve will be released to retainedearnings. This reserve is not available for distribution.

Legal reserveLegal reserve contains appropriations of profits of Groupcompanies which are allocated to a legal reserve basedon statutory and/or legal requirements. This reserve is notavailable for distribution.



30 Equity continuedTreasury sharesTo cover the dilutive effect of the granted share optionsin 2007 and 2008 under the 2007 Share Option Schemeto staff and to fund acquisitions, the Group started a sharebuy-back programme in 2007. At 31 December 2008 theGroup had acquired 1,770,000 of its own shares in treasury(2007: 155,000). Treasury shares are recorded at cost(31 December 2008: b3.5 million), representing the marketprice on the acquisition date.

At the Annual General Meeting of Shareholders held on11 June 2008, it was resolved to delegate to the Boardof Directors the power (a) to repurchase shares up to amaximum of 10% of the Company’s issued shares as at11 June 2008, (b) by acquiring depository interest; (c) for apurchase price not less than two euro cents and not higherthan the mid-market trading price quoted by the AIM marketon the London Stock Exchange as at the date of acquisitionplus a 10% premium; (d) for a period of 18 months.

Number Purchaseof shares price

2008 2007 2008 2007

Balance at1 January 155,000 – 435 –

Share buy-back 1,615,000 155,000 3,062 435Balance at 31 December 1,770,000 155,000 3,497 435

The purchase price of the share buy-back transactions during2008 ranged from 19.95 pence to 202 pence.

31 Deferred revenue

2008 2007

Deferred revenue – non-current liabilities 4,885 3,669Deferred revenue – current liabilities 389 259Total deferred revenue 5,274 3,928

Deferred revenue will be earned as revenue by means ofthe annual storage over a contractually committed 20 yearsperiod. The part of deferred revenue that will be recognizedas revenue within one year, is disclosed under currentliabilities.

32 Borrowings

2008 2007

Borrowings – non-current liabilities 111 –Borrowings – current liabilities 38 –Total borrowings 149 –

The borrowings relate to financial lease commitments.The larger part of the non-current borrowings are due withintwo years. The part which is due within one year is classifiedunder current liabilities.

33 Non-current other liabilities

2008 2007

Deferred considerations 5,777 –Other non-current liabilities 53 –Total non-current other liabilities 5,830 –

Deferred considerations relate to three performance plansagreed with former owners of acquired entities. The durationof the contracts is 4 and 30 years respectively.

34 Current trade and other payables

2008 2007

Trade payables 1,571 1,821Payables to related parties 30 320Other payables 3,451 1,425Total current trade and other payables 5,052 3,566

Fair value of the current trade and other payables is equalto their carrying value, due to their short-term nature.

35 Current tax liabilities

2008 2007

VAT payable 301 111Income tax payable 1,342 1,213Other taxes payable 320 175Total current tax liabilities 1,963 1,499



36 Share-based paymentsIn 2008 the Group recognized b0.2 million share-basedpayment costs, relating to two option plans issued in 2007and 2008 respectively (2007: b27,000).

WarrantsWith effect from 1 July 2008 the warrant instrument over733,649 shares with Kaupthing Singer and Friedlander CapitalMarkets Limited (‘Kaupthing’) was cancelled. As a result,the Group will not incur the related finance costs underIFRS of approximately b0.2 million per annum as of 2008.

Share option schemeOn 30 October 2007 the Company established ashare-based incentive scheme. The Cryo-Save Group2007 Share Option Scheme (the ‘Option Scheme’) willbe administered by the Board. The main features of theOption Scheme are summarized as follows:

All employees of the Company and/or its subsidiaries andExecutive and Non-Executive Directors who are nominatedby the Board are eligible to participate. Certain third partiesselected by the Board are also eligible to participate.

Grants of options may normally be made within 42 days aftereither the date on which the option Scheme was approved bythe Company or the announcement of the Company’s interimor final results in each year. Options may also be granted atother times to new employees, management companies orDirectors or in other circumstances determined by the Boardto be exceptional. No options may be granted more than fi veyears after the date the Option Scheme was approved by theCompany.

The option price per ordinary share is the amount determinedas the greatest of (1) the amount equal to the average of theclosing market prices of an ordinary share over the fi vedealing days prior or the date on which an option is grantedto a participant; (2) the nominal value of an ordinary share; or(3) the amount specified by the Board to be the option price.

An option granted under the Option Scheme is nottransferable and generally may only be exercised withinthe period of three to 10 years after the date of grant exceptin the following circumstances: (a) an option is exercisablewithin a limited period if the option holder ceases to beemployed by the Company and/or its subsidiaries by reasonof injury, disability, ill-health or redundancy or retirement;or because his employing company ceases to be a memberof the Group; or because his employing business is beingtransferred out of the Group, or, at the discretion of theBoard, for any other reason. In the case of a managementcompany, the option is so exercisable if the Board so decide.

The personal representatives of an option holder mayexercise an option within a limited period of the death of theoption holder; (b) Options are exercisable within a limitedperiod in the event of a takeover of the Company or in theevent that an offer becomes entitled or bound to acquire anyordinary shares and will in certain circumstances lapse if notso exercised; (c) the options are exercisable within a limitedperiod in the event that the Company is placed in liquidation.

The aggregate number of ordinary shares issued or thatremain capable of issue under the Option Scheme on (andincluding) any date of grant together with the number ofordinary shares issued or that remain capable of issuepursuant to options granted in the previous 10 years under allthe share schemes of the Company may not exceed 5% of thenumber of ordinary shares in issue immediately before thedate of grant.

At 20 May 2008 options were granted for 340,000 ordinaryshares in Cryo-Save Group N.V. The Company granted175,000 options to Directors of the Company and 165,000options to certain other employees of the Company allat an exercise price of 210 pence per share.

Share Shareoption option

plan plan 2007 2008 Total

Outstanding at1 January 2008 340,000 – 340,000

Conditionally awarded – 340,000 340,000Vested – – –Forfeited – – –Outstanding at 31 December 2008 340,000 340,000 680,000

End of period 2017 2018Exercise price in pence 221 210



36 Share-based payments continuedThe fair market value of each conditionally awarded shareunder the 2008 Share Option Scheme was 93 pence asdetermined by an outside consulting fi rm.

The fair value of services received in return for share optionsgranted is based on the fair value of share options granted,measured using a binomial model, with the following inputs:

Fair value share options and assumptions

Share Shareoption option

plan plan2008 2007

Fair value at grant date (in pence) 93.0 94.8Share price (in pence) 212.5 219.5Exercise price (in pence) 210 221Maturity (in years) 10 10Vesting period (in years) 3 3Forfeiture rate (in %) 10 10Risk-free interest rate (in %) 5 5Dividend yield (in %) 1 1Expected volatility (weighted average, in %) 50 50

37 Directors’ remunerationFor details of the Group’s remuneration policy, see theRemuneration report.

The remuneration of the Directors was as follows:

Base salary Social Other

and fees Bonus security Pension benefi ts 2008 2007

R. Koremans 250 125 0 5 20 400 225A.P. van Tulder 130 100 7 8 18 263 132M.J. Waeterschoot 0 0 0 0 13 13 54J.P.G. Goossens 30 30 63W.A.A. vanPottelberge 30 30 8

W. Spinner 60 60 8J. de Visscher – 87Total remuneration 500 225 7 13 51 796 577The Group’s costs of the 2007 and 2008 granted shareoptions are not included in the Directors’ remunerationas it comprises a conditional element of compensation.

R. Koremans and A.P. van Tulder were appointed asExecutive Directors effective 1 October 2007. The bonusof R. Koremans and A.P. van Tulder relates to theperformance year 2008, and will be paid in 2009.

M.J. Waeterschoot waived all his rights to the benefi ts fromthis service agreement as Chairman of the Board as of1 October 2007.

J.P.G. Goossens resigned as Executive Director of theCompany at 30 September 2007. As of 1 October 2007J.P.G. Goossens was appointed as Non-Executive Directorof the Company.

W.A.A. van Pottelberge and W. Spinner were appointedas Non-Executive Directors as of 1 October 2007.

J. de Visscher resigned as Executive Director of theCompany at 30 September 2007.

The 2008 pension contributions as presented aboveconcern the accrued pension costs for the financialyear 2008, at 7% of basic salary.

There are no outstanding loans or guarantees whichhave been granted or provided to or for the benefi t ofany Director by the Company or any of its subsidiaries.

Share option schemeDuring the year the following conditionally awards were madeunder the Group’s Share Option Scheme to the Directors:

2008 2007

R. Koremans 100,000 75,000A.P. van Tulder 75,000 50,000M.J. Waeterschoot – 100,000Total Directors’ share options 175,000 225,000

The exercise price of the conditionally awarded shares is210 pence. The fair market value of each conditionally awardedshare under the 2008 Share Option Scheme was 93 pence(2007: 95 pence), as determined by an outside consulting fi rm.The 2008 plan has a vesting period of three years, and theend of the exercise period is 20 May 2018 (2007 plan5 December 2017).



37 Directors’ remuneration continuedShareholding of the DirectorsThe Directors hold the following interest in the Companyas at 31 December 2008:

2008 2007

R. Koremans 156,186 121,186A.P. van Tulder 35,000 15,000M.J. Waeterschoot* 9,251,670 5,873,170J.P.G. Goossens* 8,060,635 6,410,635W.A.A. van Pottelberge 56,054 56,054W. Spinner 134,868 9,868

* The interest of these Directors includes the interests of their immediatefamilies and any other persons connected with them, and of companiesof which the Directors are a controlling shareholder.

38 Related party transactionsTransactions between the Company and its subsidiaries,which are related parties of the Company, have beeneliminated on consolidation and are not disclosed in thisnote. Related party transactions are conducted on an atarm’s length basis with terms comparable to transactionswith third parties. Details of transactions between theGroup and other related parties are disclosed below.

2008 2007

Cryo-Save Group N.V. with related parties,consultancy transactions

– Hof te Bayghem (HTB) NV – 55Other Group entities with related parties,consultancy transactions

– Contra NV – 119Group entities with associates, sales transactions – Cryo-Save Arabia FZ-L.L.C. 264 537Group entities with related parties,purchase transactions

– Life-Sciences NV 1,017 738– Phare NV 5 –– M.J. Waeterschoot (2) –Group entities with related parties,interest received on loans

– Life-Sciences NV – 11– Pharmaceuticals Enterprises S.A. – 7– Hof te Bayghem (HTB) NV – 6

Life-Sciences NV, Belgium, is a related party as it is a companycontrolled by M.J. Waeterschoot, a Directorof the Company.

39 Operating lease arrangementsThe Company has obligations under non-cancellableoperating leases as follows:

2008 2007

Rent 730 320Motor vehicles 170 30Other 23 –

At the balance sheet date, the Group had outstandingcommitments for future minimum lease payments undernon-cancellable operating leases, which fall due as follows:

2008 2007

Less than one year 825 467Between one and fi ve years 448 659More than fi ve years – –Total 1,273 1,126

40 Commitments and contingent liabilitiesa. RentThe Company has several property rent contracts for atotal amount of b0.7 million per annum. These leases havean average life of between two and five years. All leaseshave been classified and measured as operating leases inaccordance with IAS 17. One contract has been enteredinto for an indefinite period, starting on 1 January 2004,with a three month notice period.

b. New storage laboratory in BelgiumThe Company has an agreement with a third partyto construct a new state of the art facility in Belgium.As per 31 December 2008, the commitment amountedto b2.0 million.

c. GuaranteesCryo-Save India has issued bank guarantees amountingto b0.1 million, which expire in 2018, to the Customs.



40 Commitments and contingent liabilities continuedd. Claims, legal and juridical proceedingsThe Group is involved in legal cases and ongoing disputesor potential legal proceedings with some customers in theordinary course of business. Liabilities and contingenciesin connection with these matters are periodically assessedbased upon the latest information available, usually with theassistance of lawyers. A liability is accrued only if an adverseoutcome is more likely than not and the amount of the losscan be reasonably estimated. If one of these conditions isnot met, the proceeding or claim is disclosed as contingentliability, if material. The actual outcome of a proceedingor claim may differ from the estimated liability andconsequently may affect the financial performanceand position.

e. Contingent liabilitiesAccording to the sale and purchase agreement withCryo-Save Balcanica, Cryo-Save Group N.V. has as purchaserto pay a consideration on an annual basis to Cryo-SaveBalcanica during the period 1 July 2008 until 30 June 2011if the number of samples stored per annum exceeds aminimum number of samples stored. The Group assessedthe probability that the company has to pay a considerationduring this period as not likely.

41 Audit feesThe aggregate fees of the Group’s auditor, KPMGAccountants N.V. and its foreign offices, for professionalservices rendered in 2008 and 2007 are as follows:

2008 2007

Audit fees 272 235Audit-related fees 216 –Tax fees 32 –Total 520 235

Audit fees consist of fees for the audit of both consolidatedfinancial statements and local statutory financial statements.Audit-related fees include due diligence fees in connectionwith acquisitions, amounting to b0.1 million, that arecapitalized, and the other audit-related fees are expensed.

Audit fees amounting to b0.2 million and audit-related feesof b0.1 million related to KPMG Accountants N.V. only.

42 Additional information on financial instrumentsThe table below shows the carrying amount of the variousfinancial instruments by category as from the balance sheetdate, which equal the fair value.

2008 2007

Loans and receivables Trade receivables, non-current assets 1,304 527Trade receivables, current assets 7,014 6,019Other receivables, current assets 1,015 1,324Cash and cash equivalents 4,697 39,465

Total assets, financial instruments 14,030 47,335

Other liabilitiesBorrowings, non-current liabilities 111 –Other liabilities, non-current liabilities 53 –Borrowings due within one year 38 –Trade payables 1,571 1,821Other liabilities, current liabilities 3,481 1,745

Total liabilities, financial instruments 5,254 3,566

Currency riskExposure to currency riskThe subsidiaries of the Group are exposed to currency riskon its financial instruments if these are denominated in adifferent currency than their functional currency. ForCryo-Save significant currency risk is limited to currentliabilities of its Hungarian subsidiary that are denominatedin euro.

HUF

Trade receivables –Trade payables 2,779

Net exposure 2,779

Sensitivity analysisA 10% strengthening of the euro against the Hungarian Forintat 31 December 2008 would have decreased equity withb0.3 million. This analysis assumes that all other variablesremain constant.

A 10% weakening of the euro against the Hungarian Forint at31 December 2008 would have had the equal but oppositeeffect, on the basis that all other variables remain constant.


42 Additional information on financial instrumentscontinued

Credit riskExposure to credit riskThe carrying amount of financial assets, amounting tob14.0 million represents the maximum credit exposure.

The maximum exposure to credit risk for non-current tradereceivables amounted to b1.3 million. These receivables are,according to the contractual payment scheme which allowscustomers to pay in annual installments, not expected to berealized within 12 months after the balance sheet date.

The maximum exposure to credit risk for current tradereceivables at the reporting date by type of debtors was:

Carrying amount2008 2007

Business partners 1,889 4,393Customers 5,125 1,626Total current trade receivables 7,014 6,019

Two of the Group’s business partners account for b1.5 millionof the trade receivables’ carrying amount as at 31 December2008 (2007: b3.2 million).

The maximum exposure to credit risk for current tradereceivables at the reporting date by geographic region was:

Carrying amount2008 2007

Domestic 73 70Spain 1,561 1,617Hungary 2,298 2,002Italy 600 419South Eastern Europe including Greece 1,135 925Other 1,347 986Total current trade receivables 7,014 6,019

Breakdown of current trade receivables by ageThe aging of the current trade receivables at the reportingdate was:

2008 2007

Not overdue 3,565 2,533Past due 0-30 days 884 628Past due 30-120 days 2,281 1,621Past due 120-180 days 249 177Past due 180-360 days 266 1,060More than one year 458 101Provision for doubtful debts (689) (101)Total current trade receivables 7,014 6,019

The movement in the allowance for impairment in respectof current trade receivables during the year was as follows:

2008 2007

Balance as at 1 January 101 53Impairment loss recognized 588 48Balance as at 31 December 689 101

The increase of the provision for doubtful debts is mainlycaused by the consolidation of the acquired companiesin 2008.

The maximum exposure to credit risk for current otherreceivables of b1.0 million mainly related to a receivablefrom the Group’s associate.

43 Events after the reporting periodShare buy-backAfter the reporting period the Company purchased250,000 ordinary shares of b0.02 in total for an average priceof 39 pence to be held in treasury. Following the purchaseof these shares, the Company holds 2,020,000 of its ownordinary shares in treasury, representing approximately 4.19%of the Company’s issued share capital, and has 46,175,986ordinary shares in issue (excluding treasury shares).



2008 2007

Results subsidiaries after tax 3,098 4,498Other income after tax (530) (615)Profit for the year 2,568 3,883

Notes 2008 2007

AssetsNon-current assetsGoodwill 45 25,947 1,750Other intangible assets 46 10,901 –Property, plant and equipment 196 269Investments in subsidiaries 47 6,330 9,296Receivables from subsidiaries 48 5,938 –Total non-current assets 49,312 11,315

Current assetsReceivables from subsidiaries 48 5,726 1,151Accounts receivable 49 101 1,397Cash and cash equivalents 93 35,504Total current assets 5,920 38,052

Total assets 55,232 49,367

Equity and liabilitiesEquityShareholders’ equity 50 43,053 42,921

LiabilitiesNon-current liabilities 51 8,557 –Current liabilities 52 3,622 6,446Total equity and liabilities 55,232 49,367

Company income statementin thousands of euros

Company balance sheetin thousands of eurosbefore appropriation of results, at 31 December


As provided in section 402 of the Netherlands Civil Code,Book 2, the income statement of Cryo-Save Group N.V.includes only the after-tax results of subsidiaries and otherincome after tax, as Cryo-Save Group N.V.’s figures areincluded in the consolidated financial statements.

Accounting policiesThe financial statements of Cryo-Save Group N.V. areprepared in accordance with the Netherlands Civil Code,Book 2, Title 9, with the application of the regulations ofsection 362.8 allowing the use of the same accountingpolicies as applied for the consolidated financial statements.These accounting policies are described in the Notes tothe Consolidated Financial Statements.

Subsidiaries are valued using the equity method,applying the IFRS accounting policies endorsed by theEuropean Union.

Any related party transactions between subsidiaries,associates, investments, and with members of the Boardof Directors and the ultimate parent company Cryo-SaveGroup N.V. are conducted on an at arm’s length basis withterms comparable to transactions with third parties.

44 Employee benefi t expenses

2008 2007

Salaries and wages 1,054 838Social security charges 111 95Cost of defined contribution pension plans 33 16Share-based payments 63 27Other personnel expenses 52 5Total employee benefi t expenses 1,313 981

The average number of employees, expressed in full-timeequivalents, in 2008 is 15 (2007: 15).

45 Goodwill

2008 2007

Balance at 1 January 1,750 1,750Acquisitions 25,391 –Reclassification to intangible assets (1,194) –Balance at 31 December 25,947 1,750

46 Intangible assets

2008 2007

Balance at 1 January – –Additions 10,784 –Reclassification from goodwill 1,194 –Amortization (1,077) –Balance at 31 December 10,901 –

47 Investments in subsidiaries

2008 2007

Equity value of subsidiaries at 1 January 9,296 3,406Acquisitions (1,425) 2,435Investments 1,162 –Capital contributions 1,025 –Dividends paid (6,398) (1,058)Share of profi t of subsidiaries 3,098 4,498Exchange differences (428) (20)Other movements – 35Balance at 31 December 6,330 9,296

Investments mainly relate to the establishment of newsubsidiaries in India and France in 2008. Exchangedifferences mainly consist of the investment in theHungarian subsidiary, denominated in Hungarian Forint.

48 Receivables from subsidiaries

2008 2007

Receivables from subsidiaries,non-current assets 5,938 –

Receivables from subsidiaries,current assets 5,726 1,151

Total receivables from subsidiaries 11,664 1,151

49 Accounts receivable

2008 2007

Prepayments 16 750Current tax assets – 5Other receivables 85 642Total accounts receivable 101 1,397

Notes to the Company financial statementsin thousands of euros


50 Shareholders’ equity

Issued Shareshare premium Legal Revaluation Translation Treasury Retained Undistributed Shareholders’

capital reserve reserve reserve reserve shares earnings profi t equity

At 1 January 2007 711 3,585 – – – – (1,723) 2,039 4,612

IPO expenses (3,139) (3,139)Exchange differences on translating foreign operations (20) (20)Net income recognized directlyin equity (3,139) (20) (3,159)

Profi t for the year 3,883 3,883Total recognized incomeand expense for the year (3,139) (20) 3,883 724

Appropriation of profit prior year 2,039 (2,039) –Issue of new shares 253 37,660 37,913Share-based payments 0 72 72Repurchased shares (435) (435)Other movements 58 (23) 35At 31 December 2007 964 38,178 58 – (20) (435) 293 3,883 42,921

Exchange differences on translating foreign operations (428) (428)

Net income recognized directly (428) (428)in equity

Profit for the year 2,568 2,568

Total recognized incomeand expense for the year (428) 2,568 2,140

Appropriation of profit prior year 3,883 (3,883) 0Share-based payments 211 211Repurchased shares (3,062) (3,062)Acquisitions 843 843Utilisation of revaluation reserve (74) 74 0Other movements 50 (50) 0

At 31 December 2008 964 38,178 108 769 (448) (3,497) 4,411 2,568 43,053



51 Non-current liabilities

2008 2007

Deferred tax liabilities 2,780 –Deferred considerations 5,777 –Total non-current liabilities 8,557 –

An amount of A3.1 million with respect to deferredconsiderations is payable after fi ve years.

52 Current liabilities

2008 2007

Trade payables 101 85Debt to subsidiaries 1,779 5,050Current tax liabilities 79 48Other liabilities 1,663 1,263Total current liabilities 3,622 6,446

53 Related party transactionsCryo-Save Group N.V related parties comprise subsidiaries,associates, The Executive and Non-Executive Directors andcompanies controlled by Directors.

The list of subsidiaries and associates is disclosed innotes 22 and 23 of this annual report.

Subsidiaries Cryo-Save Group N.V.Transactions between Cryo-Save Group N.V. and itssubsidiaries in 2008 concerned an amount of A2.4 millionin management fees (2007: A1.4 million), A0.2 million innet finance income (2007: nil), A1.2 million in investments(2007: nil), A1.0 million in capital contributions (2007: nil).

Cryo-Save Group N.V. has at 31 December 2008 amountsdue from subsidiaries of A11.7 million (2007: A1.2 million).Further, Cryo-Save Group N.V. has at 31 December 2008amounts due to subsidiaries of A1.8 million (2007:A5.1 million).

Executive and Non-Executive DirectorsIn 2008 Executive and Non-Executive Directors acquired5,208,500 shares of Cryo-Save Group N.V.

Associates and companies controlled by DirectorsIn 2008, there were no related party transactions betweenCryo-Save Group N.V. and its associates and companiescontrolled by Directors.

54 Commitments and contingent liabilitiesRentCryo-Save Group N.V. has a property rent contract for atotal amount of A0.1 million per annum. This contract hasbeen entered into for a period of three years, ending on30 May 2010.




Other information on the financial statements

Proposed appropriation of profi tThe appropriation of profit is governed by Article 25 of thecompany’s Articles of Association. The Company plans topropose to the Annual General Meeting of Shareholders on20 May 2009 a dividend of 1 euro cent for the year ended31 December 2008, which will be payable at 2 July 2009,resulting in the following proposal of the appropriationof profi t:

2008

Net result attributable to the shareholders 2,568Dividend (470)

Addition to retained earnings 2,098

Article 25 of the Articles of Association1. The profits of the Company shall be at the disposal of

the General Meeting.2. The Company may distribute profits only if and to the

extent that its equity capital is greater than the aggregateof the paid and called-up part of the issued capital andthe reserves which must be maintained by law.

3. Dividends may be paid only after adoption of the AnnualAccounts which show that they are justified.

4. For the purposes of determining the allocation of profi tsany Shares or depository receipts issued therefore heldby the Company and any Shares or depository receiptsissued therefore of which the Company has usufructshall not be taken into account.

5. The General Meeting may resolve to declare interimdividends. A resolution to declare an interim dividendfrom the profits realized in the current financial yearmay also be passed by the Board of Directors. Dividendpayments as referred to in this paragraph may be madeonly if the provision in paragraph 2 has been met asevidenced by an interim statement of assets andliabilities as referred to in Section 105 subsection4 of Book 2.

6. Unless the General Meeting sets a different term for thatpurpose, dividends shall be made payable within thirtydays after they are declared.

7. A General Meeting declaring a dividend may direct thatit is to be satisfied wholly or partly by the distributionin kind.

8. Any deficit may be set off against the undistributablereserves only if and to the extent that doing so ispermitted by law.

9. If the aggregate of the paid and called-up part of thecapital and the undistributable reserves is smaller thanthe minimum capital last set by law, the Company mustmaintain a reserve equal to the difference betweenthese amounts.

Events after the reporting periodFor information on events after the reporting period,please see ‘other disclosures’ in the consolidatedfinancial statements.


Auditor’s reportReport on the financial statementsWe have audited the accompanying financial statements2008 of Cryo-Save Group N.V., Zutphen. The financialstatements consist of the consolidated financial statementsand the company financial statements. The consolidatedfinancial statements comprise the consolidated balancesheet as at 31 December 2008, the income statement, cashflow statements and statement of changes in equity for theyear then ended, and a summary of significant accountingpolicies and other explanatory notes. The company financialstatements comprise the company balance sheet as at31 December 2008, the company income statement forthe year then ended and the notes.

Management’s responsibilityManagement is responsible for the preparation and fairpresentation of the financial statements in accordance withInternational Financial Reporting Standards as adoptedby the European Union and with Part 9 of Book 2 of theNetherlands Civil Code, and for the preparation of themanagement board report in accordance with Part 9 ofBook 2 of the Netherlands Civil Code. This responsibilityincludes: designing, implementing and maintaining internalcontrol relevant to the preparation and fair presentationof the financial statements that are free from materialmisstatement, whether due to fraud or error; selectingand applying appropriate accounting policies; andmaking accounting estimates that are reasonable inthe circumstances.

Auditor’s responsibilityOur responsibility is to express an opinion on the financialstatements based on our audit. We conducted our audit inaccordance with Dutch law. This law requires that we complywith ethical requirements and plan and perform the auditto obtain reasonable assurance whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain auditevidence about the amounts and disclosures in thefinancial statements. The procedures selected depend onthe auditor’s judgment, including the assessment of therisks of material misstatement of the financial statements,whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevantto the entity’s preparation and fair presentation of thefinancial statements in order to design audit proceduresthat are appropriate in the circumstances, but not for thepurpose of expressing an opinion on the effectivenessof the entity’s internal control. An audit also includesevaluating the appropriateness of accounting policies usedand the reasonableness of accounting estimates made bymanagement, as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for ouraudit opinion.

Opinion with respect to the consolidatedfinancial statementsIn our opinion, the consolidated financial statements givea true and fair view of the financial position of Cryo-SaveGroup N.V. as at 31 December 2008, and of its result andits cash flows for the year then ended in accordance withInternational Financial Reporting Standards as adoptedby the European Union and with Part 9 of Book 2 of theNetherlands Civil Code.

Opinion with respect to the company financial statementsIn our opinion, the company financial statements give a trueand fair view of the financial position of Cryo-Save GroupN.V. as at 31 December 2008, and of its result for the yearthen ended in accordance with Part 9 of Book 2 of theNetherlands Civil Code.

Report on other legal and regulatory requirementsPursuant to the legal requirement under 2:393 sub 5 part fof the Netherlands Civil Code, we report, to the extentof our competence, that the management board reportis consistent with the financial statements as required by2:391 sub 4 of the Netherlands Civil Code.

KPMG Accountants N.V.J.G.R. Wilmink RAArnhem, the Netherlands23 March 2009

Other information on the financial statementsReport of the independent auditors to the Shareholders of Cryo-Save Group N.V


Shareholders exceeding 3%

M.J. Waeterschoot* 19.84%J.P.G. Goossens* 17.29%Schroder Investment Management Limited 5.98%Fortis Bank Nederland NV 4.65%The Equity Partnership Investment Company PLC 4.56%HSBC private Bank UK Limited 4.46%Fidelity Investments 4.11%Singer & Friedlander 3.53%F. Ingels 3.43%

* The interest of these shareholders, and Directors of the Company,includes the interests of their immediate families and any other personsconnected with them, and of companies of which the shareholders area controlling shareholder.

The information regarding shareholders exceeding 3%is based on disclosures the Company received from therespective shareholders.

Share informationCryo-Save Group N.V. is listed onAIM London Stock Exchange:

TIDM CRYOQuotation 31 December 2008 35.50pQuotation 31 December 2007 212.50pHighest quotation 2008 212.50pLowest quotation 2008 11.75pAverage daily trading volume 2008 144,000

Information for shareholders


Advisers to the CompanyNominated adviser and brokerDaniel Stewart & CompanyBecket House36 Old JewryLondon EC2R 8DDUnited Kingdom

Solicitors(as to English law)Simmons & SimmonsCitypointOne Ropemaker StreetLondon EC2Y 9SSUnited Kingdom

Solicitors(as to Dutch law)Simmons & SimmonsWeena 666 3012 CN RotterdamThe Netherlands

AuditorsKPMG Accountants N.V.PO Box 301336803 AC ArnhemThe Netherlands

Financial Public RelationsCollege HillThe Registry3 Royal Mint CourtLondon EC3N 4QN

RegistrarsCapita Registrars (Jersey) LimitedVictoria ChambersLiberation Square1-3 The EsplanadeSt Helier JE4 0FFJersey

DepositoryCapita IRG Trustees LimitedThe Registry34 Beckenham roadBeckenham BR3 4TUUnited Kingdom

About this reportThis annual report is also available atwww.cryo-savegroup.com

Contact informationCryo-Save Group N.V.IJsselkade 87201 HB ZutphenThe Netherlands+31 (0)575 548998

For more information on Cryo-Save visitwww.cryo-savegroup.com, or contact Investor Relationsat [email protected]

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This report has been printed in the UK, our printers are EnvironmentalManagement System ISO 14001 accredited and Forest StewardshipCouncil (FSC) chain of custody certified. All inks used are vegetablebased. This paper is environmentally-friendly ECF (elemental chlorinefree), wood free with a high content of selected pre-consumerrecycled material. The mill is fully FSC certified. The paper is alsocompletely bio-degradable and recyclable.

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