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A N N U A L R E P O R T A P R I L 1 , 1 9 9 6 — M A R C H 3 1 , 1 9 9 7

1996/97

TABLE OF CONTENTS

The Group in Brief 1

Statement of the President 2

The Bergman & Beving Groupduring ten years 4

The Bergman & Beving Share 6

Group Presentation 8

Divisions 12

ACTE 13

BETECH 14

BEVING 15

LAGERCRANTZ 16

ESSVE 17

JÄRNIA 18

LUNA 19

ANA KALTO 20

PLD 21

Board of Directors’ Report andGroup Overview 22

Consolidated Statement ofIncome 24

Consolidated Balance Sheet 25

Consolidated Statement of Changes in Financial Position 26

Parent Company Statement ofIncome 27

Parent Company Balance Sheet 28

Parent Company Statement ofChanges in Financial Position 29

Notes to the Financial Statements 30

Proposed Allocation of Earnings 35

Audit Report 35

Board of Directors 36

Group Management 37

Auditors 37

Division Companies 38

Addresses 40

Financial Information III

Welcome to the Annual General Meeting!The regularly scheduled Annual General Meeting of Bergman & BevingAB will be held Wednesday, August 27, 1997, 4:30 p.m. at Industri-förbundet, Storgatan 19, Stockholm.

NOTICE OF PARTICIPATIONShareholders who wish to participate in the proceedings of the AnnualGeneral Meeting must file notice of their desire to attend not later than3:00 p.m., Monday, August 25, 1997 at the Company’s Head Office,Karlavägen 76, Stockholm (postal address: Bergman & Beving AB,P.O. Box 10024, SE-100 55 Stockholm, Sweden), telephone+46 8 660 10 30. Shareholders who wish to attend must also berecorded in their own name in the share register maintained by theSecurities Register Centre (VPC) not later than by August 15, 1997.

In order to exercise their voting rights, shareholders whose shares areregistered in the name of a bank’s trust department or in the name of astockbroker as nominee, must temporarily register their shares in theirown name. Such registration must be completed not later than byAugust 15, 1997.

PAYMENT OF DIVIDENDThe resolutions of the Annual General Meeting will include the date onwhich shareholders must be registered in the share register maintainedby VPC in order to be entitled to receive dividend. The Board ofDirectors has proposed Monday, September 1, 1997 as record date.

On the condition that the Annual General Meeting adopts thisproposal, dividends will be disbursed by VPC Monday, September 8,1997 to Shareholders of record as of September 1, 1997.

STOCK DIVIDENDOn the condition that the Annual General Meeting adopts the proposalof the Board of Directors for a stock dividend, the Company’s shares willbe quoted ex fractional scrip from September 18, 1997.

CHANGE OF ADDRESS AND BANK ACCOUNTSVPC automatically retrieves name and address changes for those whosubmit definitive relocation notices to the postal authorities, providedSPAR updating of the VP account has been requested. Any change withrespect to yield account for dividends must be made to the bank ofaccount for registration to the VP account in question. Automaticaddress change does not apply to legal entities or individuals residentoutside Sweden.

1

THE GROUP IN BRIEF

Bergman & Beving was founded in 1906 and became a public com-pany in 1976. Bergman & Beving’s business concept is technologytrade in the Nordic Region. The Group is organized in three businessareas with operations conducted in nine divisions:

■ Electronics and industrial components–ACTE, BETECH, BEVINGand LAGERCRANTZ.

■ Tools and supplies–ESSVE, JÄRNIA and LUNA.

■ Medical technology–ANA KALTO and PLD.

ACQUISITIONS AND DESINVESTMENTS

CT CellTech Energy Systems AB, who markets batteries in the NordicRegion, with annual sales of MSEK 75 was acquired in March 1997.

Assar Hultén AB was acquired in April 1997. The company is activein fastening technology and has annual sales of MSEK 90.

ESSVE Finland Oy was established during spring 1997 through atakeover of fastening technology operations with annual sales ofMSEK 50.

Possession was taken of the acquired entities during May–June 1997.

A number of smaller companies with combined sales of MSEK 100were acquired during the 1996/97 financial year. Operations inGermany with annual sales of MSEK 100 were sold during 1996/97.

STOCK DIVIDEND

The Board of Directors proposes a stock dividend of 1:1.

THE GROUP IN FIGURES 1996/97 1995/96 1994/95

Revenues, MSEK 6 239 6 839 6 327

Income before taxes, MSEK 325 397 336

Net income, MSEK 221 275 205

Earnings per share after full taxes, SEK 15.50 19.20 14.30

Cash flow per share, SEK 21.80 26.20 20.50

Shareholders’ equity per share, SEK 107.20 96.20 85.50

Proposed dividend per share, SEK 7.00 6.00 4.50

Return on shareholders’ equity, % 15 21 18

Equity ratio, % 48 44 40

Share price, March 31, SEK 236 179 150

Number of employees 2 091 2 092 2 004

1987

/88

1

988/

89

19

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0

199

0/91

199

1/92

1

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93

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94

199

4/95

199

5/96

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97

EARNINGS PER SHARE, SEK20

18

16

14

12

10

8

6

4

2

0

2

STATEMENT OF THE PRESIDENT

The Bergman & Beving Group has a unique position intechnology trade in the Nordic Region. Our businessspans a broad spectrum of technical products, primarilysupplied to Nordic industry.

Our operations can be divided into three business areas:Electronics and industrial components, Tools and suppliesand Medical technology.

Of our nine divisions ACTE, BETECH, BEVING andLAGERCRANTZ are active in Electronics and industrialcomponents, ESSVE, JÄRNIA and LUNA in Tools andsupplies and ANA KALTO and PLD in Medical technology.Our vision is to be a leader in technology trade in theNordic Region.

The 1996/97 operating year was distinguished by a weakindustrial economy and by a stronger Swedish currency.This has had a negative effect on revenues and income.Revenues declined by 9% and income dropped by 18%.During the last quarter, however, the same level of incomeas for the last quarter of 1995/96 was reached.

Among our divisions we are gratified to note higherearnings in LAGERCRANTZ, ESSVE and ANA KALTO.

The industrial economy weakened during the fall of 1995.During 1996 we were able to note a more stable demandsituation.

Effective as of April 1, 1997 LUNA and JÄRNIA have beencombined in a new unit. A corporate group with a leadingposition in the professional hardware and machinerytrade is hereby created.

EfficiencyDuring 1996/97 the Group’s focus was largely on effi-ciency improvements. We reviewed our organization andconcentrated operations. Cost savings programs wereimplemented during the year which will reduce the

Group’s costs by approximately MSEK 60 on an annualbasis.

When reviewing operations we use our internallydeveloped ”strategic tools”–four central questions –coupled with a business concept analysis. The fourquestions we ask ourselves when evaluating a businessare the following:– What are we doing?– What is good and what is bad?– Why is it good or bad?– What do we do about that which is good and bad,

respectively?

By applying this simple analysis we focus our efforts onwhat is profitable, and cut back and take action on thatwhich is unprofitable.

When analyzing the business concepts of our companies,we ask three questions:– To whom?– What?– How?

This is a good and simple way of analyzing a businessconcept. It is extremely important for each company tooperate based on profitable business concepts generatedfrom well defined customer needs.

When analyzing business concepts we measure profit-ability using our internal gauge P/WC, that is Profitrelative to Working Capital. For trading companies this isan excellent analytical tool for measuring the efficiencyof a business.

GrowthIn the Bergman & Beving Group we are guided by threebasic requirements: growth, profitability and develop-ment. The most important criterium is long-term

Since becoming a public company in 1976, earnings have risen by 19% per year. An investment of SEK 100 in the Bergman & Bevingshare in 1976 has grown to about SEK 9 000 in June, 1997.

EQUITY PER SHARE, SEK

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20

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60

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120

1993

/94

1996

/97

1990

/91

1987

/88

1984

/85

1981

/82

1978

/79

EARNINGS PER SHARE, SEK

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10

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1978

/79

1981

/82

1984

/85

1987

/88

1990

/91

1993

/94

1996

/97

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250

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/79

1981

/82

1984

/85

1987

/88

1990

/91

1993

/94

1996

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150

Class B sharesComposite index

THE B&B SHARE, SEK–COMPOSITE INDEX

3

ANDERS BÖRJESSON

profitability growth. Growth can be organic as well asthrough acquisitions. We are continually analyzinginteresting technology areas to complement our existingbusinesses. During the initial phase of the 1997/98operating year, we have entered two new areas by havingLAGERCRANTZ acquire CellTech in the rapidly growingbattery area, and by ESSVE’s acquisition of Assar HulténAB, active in the profitable industrial fastening elementproduct area.

Bergman & Beving’s strategy includes expansion in theNordic Region. During the last two years Finland’s shareof revenues has risen from 2% to 6%. In the first part of1997/98 one additional acquisition was made in Finlandby ESSVE in the area of construction fastening elements.Nearby markets, such as Poland and the Baltic States, arecurrently in a strong growth phase. The geographicalproximity makes us see these markets as interestingcandidates for expansion.

Financial strengthThe balance sheet of the Bergman & Beving Group isvery strong. Our good liquidity and robust equity ratioform a stable base for future expansion. Such expansioncan be totally financed by own funds. Such financialstrength provides both opportunity and security forshareholders as well as employees.

The Board of Directors has proposed to the 1997 AnnualGeneral Meeting a stock dividend of 1:1, which willdouble the Company’s share capital.

Shareholder valueMany publicly traded companies speak of shareholdervalue. In Bergman & Beving we have a long history offocusing sharply on earnings per share, requirement forearnings growth and profitability, thereby creating valuefor our shareholders. Since Bergman & Beving became apublic company in 1976, earnings per share have grownby an average of 19% per year. The price of the share hasseen a very positive development. An investment of SEK100 in 1976 has grown to about SEK 9 000 in June, 1997.

Knowledge companyBergman & Beving is a knowledge company. A majorportion of the Group’s strength is lodged in individualemployees, who by their technical proficiency, combinedwith closeness to customers and suppliers, create tech-nology solutions. The corporate philosophy of theBergman & Beving Group, which is based on simplicity,accountability and freedom, creates a positive environ-ment which promotes people’s willingness to takeinitiatives and fosters personal development.

So as to avoid bureaucracy, we operate in a highly

decentralized and simple organization. In such anorganization it is important for every associate in theGroup to function according to a common corporatephilosophy.

Internal recruitment is always given priority whenpositions are to be filled. Many of our associates possessmany-facetted know-how based on long careers in theBergman & Beving Group.

During the last several years we have expended largeresources on internal training by holding our ownseminars in vision and corporate philosophy. Ourinternal business school offers training in selling tech-nique and marketing management.

Leadership is very important. We hold annual manage-ment seminars in our divisions and an annual confer-ence for the Group’s senior management. Our divisionmanagers meet on a regular basis at seminars with theGroup’s development issues on the agenda.

During 1997 we have introduced an incentive programfor the Group’s senior management. Under this programearned bonus can be traded for shares in Bergman &Beving and an extra incentive premium is earned.

The futureI believe in a good development for the Bergman &Beving Group. We operate based on a sound and profit-able business concept. Industry in the Nordic Region isan interesting market with potential for development. Iam also convinced that the future holds promisingprospects for the Bergman & Beving Group.

Anders Börjesson, Presidentand Chief Executive Officer

4

THE BERGMAN & BEVING GROUPDURING TEN YEARS

1987/88 1988/89 1989/90 1990/91 1991/92 1992/93 1993/94 1994/95 1995/96 1996/97

INCOME STATEMENT, MSEK

Revenues 1 576 1 695 1 803 1 873 1 867 1 991 2 382 6 327 6 839 6 239

Operating income beforedepreciation and amortization 153 155 162 147 151 170 202 401 468 405

Depreciation and amortization –20 –21 –25 –27 –28 –33 –39 –67 –85 –98

Share in profits of associated company 9 12 18

Net financial items 4 7 6 8 –1 3 0 2 14 18

Income before taxes 137 141 143 128 131 152 181 336 397 325

Net income 60 67 72 82 89 102 149 205 275 221

BALANCE SHEET, MSEK

Liquid funds 216 195 198 226 147 226 459 578 682 737

Inventories 244 269 301 285 273 304 677 809 796 750

Other current assets 231 263 314 289 292 333 887 1 029 991 955

Restricted accounts with the Riksbank 50 47 82 82 66 55 39 16 8

Share of capital in associated company 136 152 12

Agency rights and goodwill 17 1 2 1 3 8 23 79 134 149

Buildings and land 100 103 131 152 158 200 351 369 336 333

Other fixed assets 53 63 80 80 91 97 168 195 206 278

TOTAL ASSETS 911 941 1 108 1 115 1 166 1 375 2 616 3 075 3 153 3 202

Non-interest-bearingoperating liabilities 350 347 445 370 341 397 1 085 1 210 1 130 1 097

Deferred tax liability 110 122 85 106 106 113 131 164 173 179

Interest-bearing liabilities 140 134 158 169 190 228 369 477 473 391

Shareholders’ equity 311 338 420 470 529 637 1 031 1 224 1 377 1 535

TOTAL LIABILITIES ANDSHAREHOLDERS’ EQUITY 911 941 1 108 1 115 1 166 1 375 2 616 3 075 3 153 3 202

OTHER DATANumber of employees 985 1 021 1 060 1 061 1 021 989 1 036 2 004 2 092 2 091

Cash flow, MSEK 80 107 89 114 111 131 154 293 375 312

RATIOS

Profit margin, % 8.7 8.3 7.9 6.8 7.0 7.6 7.6 5.3 5.8 5.2

Return on equity, % 21 21 19 18 18 17 18 18 21 15

Return on capital employed, % 36 34 32 25 23 22 18 24 25 19

Return on total capital, % 18 17 16 14 14 14 14 13 14 11

Equity ratio, % 34 36 38 42 45 46 39 40 44 48

PER-SHARE DATA

Earnings after full taxes, SEK 5.20 5.80 6.20 7.20 7.70 8.90 13.00 14.30 19.20 15.50

Cash flow, SEK 7.00 9.30 7.80 9.90 9.70 11.40 13.40 20.50 26.20 21.80

Shareholders’ equity, SEK 27.10 29.50 36.60 41.00 46.10 55.40 72.00 85.50 96.20 107.20

Share price, March 31, SEK 81 80 72 53 62 79 136 150 179 236

Share price/Shareholders’ equity, % 298 271 197 129 135 142 189 175 186 220

Price earnings ratio 16 14 12 7 8 9 10 10 9 15

Dividend, SEK 1.67 1.87 2.07 2.20 2.33 2.67 3.30 4.50 6.00 7.001)

Dividend yield, % 2.1 2.3 2.9 4.2 3.8 3.4 2.4 3.0 3.4 3.01) According to the proposal of the Board of Directors

Definitions are found in Note 1, Page 31.

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500

1 000

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2 500

3 000

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NUMBER OF EMPLOYEES

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REVENUES, MSEK

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CASH FLOW, MSEK

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INCOME BEFORE TAXES, MSEK

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199

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1991

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RETURN ON EQUITY, MSEK

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EQUITY RATIO, %

0

6

THE BERGMAN & BEVING SHARE

Market listingThe class B share of Bergman & Beving has beenpublicly traded since 1976 and is listed on the A-listof the Stockholm Stock Exchange since 1984. Thetrading lot is 100 shares.

DividendThe proposed dividend of SEK 7.00 (6.00) per shareconstitutes an increase by 17 percent compared to thepreceding year, and a payout ratio of 45 percent (31).

Share capitalBergman & Beving’s share capital as of March 31,1997 was MSEK 143. The number of shares outstand-ing is 14 315 180, each with a par value of SEK 10.

Class A shares entitle their holders to ten votes each;class B shares carry one vote each. No convertibledebentures or options are outstanding. A conversionrestriction in the Articles of Association allows forconversion of class A shares to class B shares.

The proposed stock dividend 1:1 1997 will increasethe share capital to MSEK 286 and the number ofshares outstanding to 28 630 360.

NUMBER PERCENTAGE OFCLASS OF SHARE OF SHARES CAPITAL VOTES

Class A 943 291 6.6 41.4

Class B 13 371 889 93.4 58.6

14 315 180 100.0 100.0

Price performance of the shareduring 1996/97The market price of the Bergman & Beving shareincreased by 32% (19%), from SEK 179 to SEK 236.Affärsvärlden’s composite index increased by 47percent (30) during the same period. The year’shighest and lowest paid price was SEK 275 and SEK

167.50, respectively. Over the last five years, themarket price of the share has grown by an average of31 percent per year, while the composite index hasincreased by 23 percent per year.

Bergman & Beving’s total market capitalizationreached MSEK 3 378 as of March 31, 1997.

Approximately 2.5 million Bergman & Beving shareschanged hands during the year, equivalent of 17percent of the total number of shares outstanding.

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1992 1993 1994 1995 1996 1997

200400

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(c) SIX Findata

Class B share, SEKComposite index

Number of shares traded in thousands (incl. after-hours market)

PRICE DEVELOPMENT OF THE SHARE

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120SHAREHOLDERS’ EQUITY PER SHARE, SEK

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20EARNINGS PER SHARE, SEK

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30CASH FLOW PER SHARE, SEK

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8DIVIDEND PER SHARE, SEK

1995

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7

History of capitalizationBergman & Beving’s share capital has developed as follows since April 1, 1988:

YEAR TRANSACTION CHANGE SHARE CAPITAL NUMBER OF SHARES

1988/89 76 356 060 7 635 606

1989/90 Conversion 140 000 76 496 060 7 649 606

1990/91 Conversion 86 000 76 582 060 7 658 206

1993/94 Stock dividend againstretained earnings 38 291 030 114 873 090 11 487 309

1993/94 Non-cash issue tothe shareholders ofEngros AB Ferro 28 278 710 143 151 800 14 315 180

The Board of Directors has no pending authorization to resolve issuance of shares.

Ownership structureOWNERS SHARES

OWNERSHIP DISTRIBUTION PERCENTAGE PERCENTAGEACCORDING TO VPC AS OF MARCH 31, 1997 NUMBER OF TOTAL NUMBER OF TOTAL

1 – 500 2 200 77.2 341 187 2.4

501 – 1 000 289 10.1 225 093 1.6

1 001 – 5 000 231 8.1 552 886 3.9

5 001 – 10 000 58 2.0 431 914 3.0

10 001 – 50 000 40 1.4 939 652 6.5

50 001 – 100 000 7 0.2 584 000 4.1

100 001 – 27 1.0 11 240 448 78.5

2 852 100.0 14 315 180 100.0

Domestic and foreign institutional ownership is about 70 percent.

About 5 percent of Bergman & Beving’s shares are owned by shareholders outside Sweden.

Major shareholdersSHAREHOLDERS ACCORDING TO NUMBER OF NUMBER OFVPC AS OF MARCH 31, 1997 A SHARES B SHARES CAPITAL VOTES

Pär Stenberg 417 576 647 161 7.4 21.1

Jan Wallanders och Tom Hedelius stiftelse 417 576 2.9 18.3

Sparbankernas aktie- och allemansfonder 2 838 000 19.8 12.4

Fjärde AP-fonden 1 273 096 8.9 5.6

Handelsbankens pensionsstiftelse 1 165 000 8.1 5.1

Carl T. Säve 15 000 740 526 5.3 3.9

Femte AP-fonden 824 650 5.8 3.6

SPP 754 341 5.3 3.3

Skandia 645 900 4.5 2.8

Other shareholders 93 139 4 483 215 32.0 23.9

943 291 13 371 889 100.0 100.0

PERCENTAGE OF

8

GROUP PRESENTATION

Technology trade in the Nordic RegionThe customers of the Bergman & Beving Groupproduce goods and services for markets within andoutside of the Nordic Region. These customers de-mand access to imported technology to stay competi-tive. Our business idea, technology trade in theNordic Region, is based on the needs of our customersfor products and technology.

The rapid technological development calls for never-ending renewal. Close cooperation with our custom-ers provides early signals of which products andtechnical solutions will be in demand. With ourextensive global network of contacts, and the Group’slong-time relationships with suppliers, we are able tosatisfy our customers’ needs from existing or newsuppliers.

The Group’s fortunes are closely linked to Nordicexport industry’s fortunes. Certain parts of theGroup’s business are dependent on the developmentin construction and the domestic market, especially inSweden and Norway.

The Group is highly decentralized. Our nine divisions,operating in three different business areas, workthrough subsidiaries and sales units. The divisions aredescribed on pages 12–21 and 38–39.

MarketsOur markets are found mainly in Sweden, Denmark,Finland and Norway. Finland’s share of the total has

increased from 2% to 6% in just two years. Expansionin the Nordic Region has the highest priority. Polandand the Baltic States are new and interesting emergingmarkets.

The market shares are significant in many productand market niches. That is true for the entire NordicRegion. Market growth is good for most of our busi-ness ideas.

Percentage of total invoicingMarkets 96/97 95/96 94/95

1. Sweden 66 67 702. Denmark 11 12 123. Norway 11 11 94. Finland 6 3 25. Other countries 6 7 7

Business areasOur nine divisions operate in three business areas:Electronics and industrial components, Tools andsupplies, and Medical technology.

Electronics and industrial components compriseelectronic components, electro-mechanical compo-nents, industrial gaskets, hydraulics, data products,production and testing systems, batteries and specialpaper.

Customers are the electronics industry, computercompanies and the engineering industry. Mostproducts have a high technology content.

Tools and supplies comprise tools, machines and

Participation at trade shows, training and assistance on technical matters are important competitive tools.

12

34 5

9

workplace equipment, and supplies and consumablesfor the engineering industry and construction.Fastening technology and personal safety are exam-ples of important specialized areas. Trade marks playan important role in some segments.

Medical technology includes analytical equipmentand consumables, and dental products, medicalplastics and precious metals. Customers are found inmedical industry, among dental companies andchemical laboratories. Most products have a hightechnology content.

Percentage ofBusiness total invoicingareas 96/97 95/96 94/95

1. Electronics andindustrialcomponents 44 42 37

2. Tools and supplies 47 50 553. Medical

technology 9 8 8

SuppliersThe Group’s suppliers are in Europe, North Americaand South East Asia. Our aim of being number one ortwo in each product and market niche means that oursuppliers must be world leaders in their respectiveareas. In many cases this interaction has been devel-oped over several decades, leading to new productsmeeting customer needs.

In spite of global competition we usually manage tomaintain the position as sole supplier or leadingsupplier in the Nordic Region. This is due to theadded value in the form of technical advice, serviceand efficient distribution that our decentralizedorganization offers.

Some 60% of all deliveries come from Europe, with20% from North America and 20% from South EastAsia.

CompetitorsThe competitors of the Bergman & Beving Groupappear at the division and subsidiary level.

The most common competitors are family-ownedtrading companies or public corporations active intrading. Subsidiaries of foreign manufacturers arecompetitors in certain sectors.

Examples of companies that compete with our sub-sidiaries are Arrow and Avnet, USA, with subsidiariesin the Nordic Region, OEM International, Sweden,and Sophus Berendsen, Denmark.

The products of our competitors generally come fromthe same countries as our products.

Vision and corporate philosophyOur vision is to be a leader in technology trade in theNordic Region. Basic requirements for growth, profit-ability and development have therefore been formu-lated. Growth stands for income growth. Profitabilityis measured as profit/working capital or P/WC. Foreach established business concept the goal is toachieve a P/WC of at least 45%. Development issuesare identified and reviewed regularly.

Our corporate philosophy involves simplicity, effi-ciency, willingness to change, accountability andfreedom. Vision and corporate philosophy are centralthemes for all employees in the Group. Our profitabil-ity philosophy was launched already in 1980 and ithas been complemented subsequently with strategicthinking and tools for analyzing the business.

Financing and liquidityThe Group’s financial net assets increased during theoperating year by MSEK 137 to MSEK 346. This meansthat the Group’s financial net assets have grown overthe last five years, in spite of significant corporateacquisitions and without having to ask our owners forinfusion of liquid funds. Trading operations of the

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Ericsson, Volvo and ABBare important customersfor several of the Group’scompanies.

type the Group is engaged in require littlein the way of tangible fixed assets, andconsequently creates room for self-financed expansion.

The Group’s interest-bearing loanliabilities decreased during the year by MSEK 82to MSEK 391. Pension liabilities account for a majorportion of this amount. Other loan liabilities aremostly attributable to financing of real property. Theequity ratio increased during the year to 48%.

The Group’s surplus liquidity is primarily invested intreasury discount notes and other financial instru-ments in the Swedish money and capital markets.Funds are thus invested to fulfill the requirement forlow credit risk and high liquidity. In normal instancesthe interest-fixing period is short, which means lowinterest rate risk. Treasury operations are centralizedto the Group’s internal bank.

Foreign exchange effectsNinety-four percent of the Group’s sales are in theNordic countries. Most of the purchase are importsfrom countries outside the Nordic Region. The Groupis therefore subject to considerable imbalance incurrency flows. The Group’s policy is to reduce theeffects on earnings of foreign exchange rate fluctua-tions to the greatest extent possible. This is accom-plished by implementing, whenever deemed appropri-ate, foreign exchange clauses in customer contracts,by hedging accounts payable and by matching flowsin one and the same currency.

During the 1996/97 operatingyear the Swedish krona was, on

average, 8% stronger thanduring 1995/96 measured

against a basket of theGroup’s most importantpurchase currencies. The

effects of a stronger kronashould be analyzed both from the stand-

point of customer demand for our products, and onthe basis of how margins on our business dealings areaffected. A stronger domestic currency typically leadsto lowered competitiveness on the part of the coun-try’s export industry. At the same time importedproducts and production materials become lessexpensive, which is positive both for industrialcustomers and consumers.

A stronger local currency affects the business volume,margins and earnings negatively. The effect onearnings is not easily set, however, since prices tocustomer are set by the market.

A stronger Swedish krona also means that profits fromthe Group’s foreign subsidiaries become less valuablewhen converted into Swedish kronor. The effect onnet income hereof was negative by about MSEK 9.

PersonnelThe business of the Bergman & Beving Group is basedon pronounced and all-encompassing decentraliza-tion. To work in the Bergman & Beving Group is towork in an organization with great liberty and del-egated responsibility.

Decentralization means that the Group is dependenton knowledgeable and independent associates.Demands are therefore placed on each associate’spersonal commitment, flexibility and resolve forpersonal development.

In a company such as Bergman & Beving, with closecontacts with clients to work out customer-specificproblems, our staff is our most important resource. Itsability to meet customer desires and demands iscrucial to the Group’s competitiveness.

In furtherance of personnel development in theGroup, a series of seminars on the theme of ”Visionand corporate philosophy” have been held jointlywith all Group entities. The seminars include most ofthe Group’s staff, and issues such as efficiency, profit-ability and development are dealt with. Sales trainingcourses at the Group’s Business School are conductedon a continuing basis.

11

Internal recruiting is an important foundation forassuring an adequate supply of management re-sources. Internal career opportunities are open topeople with an interest in new and expanded assign-ments with the companies in the Bergman & BevingGroup. The Group’s acquisitions also add manage-ment resources contributing new ideas and impulsesto develop the Group.

EnvironmentThe environmental aspects of our business are becom-ing increasingly important. Environmental legislationis evolving, with producer responsibility and volun-tary arrangements between regulatory authorities anddifferent industries.

As more and more companies are introducing envi-ronmental management systems, demands on theenvironmental work of the suppliers also increase.Here is an important incentive for us as a tradingcompany, both in terms of being a customer and asupplier.

Responsibility for environmental work in the Group isdecentralized and is a part of each manager’s opera-tive responsibility. On the basis of their varyingprerequisites, each of the companies in the Groupstrive to improve their environmental adaptation ininteracting with customers and suppliers. All busi-nesses who import and manufacture goods have aproducer responsibility for packaging.

Bergman & Beving’s business is about 95% tradingand distribution in the Nordic Region with relativelymodest environmental impact. The environmentalimpact that does exist is primarily limited to certainraw materials at the Group’s production units, and totransportation of goods.

A few of the companies in the Group are active inareas which according to the regulatory authoritiesrequire permission. These units submit environmentalreports to the regulatory authorities on an annualbasis. These reports show what kind of action hasbeen taken to comply with the relative operatingpermit and the result of such action. No violationshave occurred during the year in companies requiredto have permits for what they do, nor have anyinjunctions been received. No Group companies areinvolved in any environmentally related disputes.

New opportunitiesDuring 1996 two milestones for Bergman & Bevingwere observed: Ninety years as a company and twentyyears as a public company. It is now thirty years sinceBergman & Beving’s expansion via corporate acquisi-tion began. During that period more than 100businesses have been acquired, in the overwhelming

number of cases with good or very good results.

Technology trade in the Nordic Region entails con-tinuous renewal due to changing customer needs andthe mounting pace of technological development.Organizational transformation is an ongoing processto maintain or increase the Group’s competitivenessin prioritized areas. Organic growth is founded onproducts from our established suppliers. New suppli-ers bring new technology and there are many exam-ples of products where we have expanded togetherwith our suppliers. Product development is a functionof interaction with customers and suppliers.

The acquisitions we make are of great importance tothe Group’s development. Experience gained is usedfor new acquisitions bringing new business opportu-nities and complements to existing businesses. We areparticularly on the lookout for companies with strongmarket positions in interesting product and marketniches and competent management. Expansion byacquisition will continue to be important in thefuture.

Our extensive experience in Technology trade in theNordic Region, together with robust financial andpersonal resources, means that the future also holdsvery promising opportunities.

12

DIVISIONS

BUSINESS AREA DIVISION PRODUCTS CUSTOMERS

Electronic ACTE Electronic components Electronic and engineeringand industrial industrycomponents

BETECH Electromechanical Electronic and engineeringcomponents, industrial industries, date companiesgaskets, data products

BEVING Electromechanical Electronic and engineeringcomponents, measuring industryand testing systems

LAGERCRANTZ Production and testing Electronic and engineeringsystems, data products, industry, public serviceelectromechanicalcomponents, special paper

Tools ESSVE Tools and supplies in the Resellers in the hardwareand fastening technology area and building supply trade,

engineering industrysupplies

JÄRNIA Tools and consumables for Resellers in the hardware andconstruction, industry, home building supply tradeand leisure

LUNA Tools, machinery, workplace Resellers in the hardware andequipment machinery trade, engineering

industry

Medical ANA KALTO Dental products, medical Dental companies, medicaltechnology plastics, precious metals industry, precious metals

industry

PLD Analytical equipment, Chemical industry,accessories and consumables pharmaceutical industry,

hospitals, universities,dental care

13

DIVISIONS

A

ACTE

1996/97 1995/96 1994/95

Revenues, MSEK 1 057 1 175 825

Income, MSEK 60 77 52

Number of employees 251 258 234

PARENT COMPANY:ACTE NORDIC COMPONENTS A/SCOPENHAGEN

PRESIDENT: JAN FRIIS

CTE is a leading distributor of electronic components in Sweden, Denmark, Norway and Finland. The market positions are strong in a number of product and market

niches. Products include semiconductors, displays,keyboards and passive components.

ACTE’s products are used in cellular telephones,automobiles, household products, data products andmedical equipment. Most of the suppliers are in theUnited States and South East Asia. The Finnishcompany is also a manufacturer of cable harnesses.

Customers are all major Nordic companies in thedata, electronics and engineering industries. Personalcustomer contacts and efficient distribution are themost important competitive tools. New products andapplications are developed in long-term cooperationwith customers and suppliers.

During 1996/97 operations were made more efficient.Effective as of April 1, 1997 the organization consistsof one subsidiary in each country. Each subsidiary isorganized in sales units with joint functions for cus-tomer service, inventory and distribution.

The weakening of demand that began to be feltduring the fall of 1995 persisted during the 1996/97operating year. The cost level in ACTE has thereforebeen adapted to a lower volume of sales.

The ACTE subsidiaries and sales units are listed onpage 38.

Electronic components from ACTE combine high performancewith small physical dimensions.

SHARE OF ELECTRONICS AND INDUSTRIAL COMPONENTS BUSINESS AREA 1996/97, %

38

35

26

REVENUES

INCOME

NUMBER OF EMPLOYEES

14

DIVISIONS

B

1996/97 1995/96 1994/95

Revenues, MSEK 533 561 545



BETECH

PARENT COMPANY:BETECH A/SCOPENHAGEN

PRESIDENT: STEEN A. SCHULSTAD

dr

Profiles according to customer specifications in different materialsand thicknesses are manufactured by BETECH.

ETECH has operations in Denmark, Norway,Sweden and Finland. Product groups areindustrial components and data products.The suppliers are located in the United States,

South East Asia and Europe.

Customers are found in the electronics industry,engineering industry and among data companies.

Personal customer contacts, customer adaptation,technical service and training are important competi-tive tools.

Industrial components are marketed in Denmark andSweden. The main products are electro-mechanicalcomponents, electronic components and industrialgaskets. BETECH’s own production of industrialgaskets in Denmark is a MSEK 50 business. Investmentin modernization of water jet and laser cuttingtechnology has continued.

On April 1, 1996 BETECH took over data operationsin Sweden from the LAGERCRANTZ Division. Withthis move the establishment of a Nordic platform fordata peripherals and data communication is complete.Effective as of April 1, 1997 data operations have beenconcentrated to one subsidiary in each country.

The market situation for industrial components isgood and the strong income performance continues.For data products the income performance wasnegative during the year.

The BETECH subsidiaries and sales units are listed onpage 38.


19

13

27

REVENUES

INCOME

NUMBER OF EMPLOYEES

15

DIVISIONS

1996/97 1995/96 1994/95




PARENT COMPANY:BEVINGGRUPPEN ABSTOCKHOLM

PRESIDENT: JOHNNY ÖHMAN

B

BEVING

Special functions in trucks are controlled with equipment fromBEVING.

EVING has the main part of its operations inSweden and Finland, but also Norway andDenmark are being cultivated. Products areelectro-mechanical, automation and hydraulic

components, and measuring and testing equipment.The suppliers are found in Europe, South East Asia,and the United States. Beving has its own productionof hydraulic components.

Customers are found in the engineering and electron-ics industries. Motor vehicle manufacturers andsuppliers of subsystems for motor vehicles are impor-tant customers. Personal customer contacts, customeradaptation and technical competence are importantcompetitive tools.

The BEVING Division’s subsidiaries have a longhistory of strong market positions in several productand market niches.

During the 1996/97 operating year acquisitions weremade to complement existing operations.

The market situation was stable, but a growing pro-portion of larger deals at lower margins and restruc-turing costs have affected the year’s result.

The BEVING subsidiaries are listed on page 38.


17

18

14

REVENUES

INCOME

NUMBER OF EMPLOYEES

16

DIVISIONS

L

LAGERCRANTZ

1996/97 1995/96 1994/95




PARENT COMPANY:LAGERCRANTZ ELEKTRONIK ABSOLLENTUNA

PRESIDENT: STIG SVENSSON

Components from LAGERCRANTZ are included in packagingequipment.

AGERCRANTZ conducts business in Sweden,Finland, Norway and Denmark. The productgroups are production and testing systems,data products, electro-mechanical components,

batteries and special paper. The suppliers are locatedin the United States, South East Asia and Europe.LAGERCRANTZ’s own manufacturing volume reachedMSEK 60. Customers are found in the electronics andengineering industries and in public service.

Personal customer contacts, customer adaptation andtraining are important competitive tools. Technicalservice, support and software sales are parts of thebusiness concept. The subsidiaries of the LAGER-CRANTZ Division have leading positions in severalproduct and market niches.

The data peripherals business in Sweden was trans-ferred as of April 1, 1996 to the BETECH Division.At the end of the 1996/97 operating year CT CellTechEnergy Systems AB, who markets batteries in theNordic Region, was acquired.

Market conditions were generally good during theyear. Production equipment for the electronicsindustry had a year with weak demand after thehighly successful 1995/96.

The result achieved for 1996/97 is the highest onrecord for the LAGERCRANTZ Division.

The LAGERCRANTZ subsidiaries are listed on page 39.


26

34

33

REVENUES

INCOME

NUMBER OF EMPLOYEES

17

DIVISIONS

E

1996/97 1995/96 1994/95




PARENT COMPANY:ESSVE PRODUKTER ABSOLLENTUNA

PRESIDENT: CARL JOHAN LUNDBERG

ESSVE

Modern fastening technology from ESSVE is used in building anew museum in Stockholm.

SSVE conducts business in Sweden, Norway,Finland, Poland and Estonia. ESSVE’s businessconcept includes products, distribution andexpertise within the area of fastening techno-

logy. A wide range of products, service, and know-howare all components of ESSVE’s Full House concept.

The products are tools and fasteners for fasteninganything to any conceivable material. The suppliersare located in Europe, the United States and SouthEast Asia. Certain products are contract-manufacturedproprietary products sold under the ESSVE name.

ESSVE’s customers are resellers among hardware,building materials and machinery dealers, andengineering industry. Marketing is performed throughthe company’s own sales organization, which throughcooperation with resellers fulfills the ultimate custom-ers’ defined quality requirements. Training anddistribution service are key competitive tools. Ship-ments to all of ESSVE’s markets are mainly made fromthe central warehouse in Uddevalla.

During spring 1997 ESSVE established a subsidiary inFinland by taking over fastening technology opera-tions from Machinery Oy.

Assar Hultén AB, acquired in April 1997, brings toESSVE fastening elements for the engineering indus-try, where vehicle manufacturers are an importantcustomer category.

Annual sales of the acquired businesses are about MSEK

140.

The construction market in Sweden continued to beweak. The sharp increase in income is due to in-creased efficiency and to the fact that operations inEngland have been phased out. The development inNorway, Poland and Estonia is positive.

The ESSVE subsidiaries are listed on page 38.

SHARE OF TOOLS AND SUPPLIES BUSINESS AREA 1996/97, %

9

28

12

REVENUES

INCOME

NUMBER OF EMPLOYEES

18

DIVISIONS

J

1996/97 1995/96 1994/95

Revenues, MSEK 1 452 1 776 1 931



PARENT COMPANY:JÄRNIA ABULRICEHAMN

PRESIDENT: GERT KARLSSON

JÄRNIA

Personal safety equipment from JÄRNIA is used during welding.

ÄRNIA markets tools and supplies forconstruction, industry, home and leisure.JÄRNIA operates with several businessconcepts, one of which is personal safetyequipment. Tools, locks and fittings are other

examples of the extensive range of inventoriedproducts. Most suppliers are located in Europe.

In addition to shipments from its own inventories,JÄRNIA acts as an agent for shipments directly fromsupplier to customer of well-known brand nameproducts. This type of low-margin sales has beenshrinking during the last few years and will diminishfurther.

The customers are resellers, who are part of specializedretail chains and other corporate groups. The endcustomers of JÄRNIA’s resellers are found in theconstruction industry, other manufacturing industry,the service industry and in the do-it-yourself sector.Competitive tools include sales support activities viaresellers, advertising and product data sheets andcustomer contacts via catalogs and computer.

The market’s development was weak. The business hasbeen restructured and new profit centers have beenestablished. Cost cutting is realized as an element ofthe action program introduced during the first part ofthe 1996/97 operating year.

The JÄRNIA subsidiaries are listed on page 39.

JÄRNIA and LUNA will be merged during 1997/98.


49

12

33

REVENUES

INCOME

NUMBER OF EMPLOYEES

19

DIVISIONS

1996/97 1995/96 1994/95

Revenues, MSEK 1 241 1 355 1 257



PARENT COMPANY:LUNA ABALINGSÅS

PRESIDENT:KJELL JOHANSON UNTIL MARCH 31, 1997

LUNA

SÖREN V. BRORSEN FROM APRIL 1, 1997

Cutting applications are among the areas where tools from LUNAare used.

LUNA has operations in Sweden, Norway,Denmark and Germany in tools, machineryand work place equipment. Tools account for50 percent of sales, while machinery and work

place equipment each account for 25 percent. Theproduct line includes about 35 000 items. LUNA’ssuppliers are found mostly in Europe.

Customers are resellers in the hardware and machin-ery trade and in engineering industry. End users arein the engineering industry, construction, publicservice and in the craftsman sector.

LUNA is a leading wholesaler and distributor with avery strong market position in Sweden and Norway.The LUNA catalog, a new edition of which waspublished during the fall of 1996, is an encyclopediafor tool users. Marketing is an interactive effort withresellers who are in direct on-line contact with LUNAvia a computer network for information and ordering.

As part of a concentration of operations to the NordicRegion, the tools business in Germany, with annualsales of MSEK 100, was sold during the year. Skær-Teknik in Denmark, with tools for cutting, has beenacquired.

The market situation in Sweden was weaker thanduring 1995/96. Cost-cutting measures are thereforebeing carried out to compensate for the loss ofrevenue. Income in LUNA remains at a high level.

The LUNA subsidiaries are listed on page 39.

LUNA and JÄRNIA will be merged during 1997/98.


42

60

55

REVENUES

INCOME

NUMBER OF EMPLOYEES

20

DIVISIONS

ANA KALTO

1996/97 1995/96 1994/95




PARENT COMPANY:ANA KALTO ABÄNGELHOLM

PRESIDENT: JERKER ERMYR

A

Cerana® is a new, patented, ceramic dental filling materialsystem from ANA KALTO.

NA KALTO is active in Sweden in the area ofmedical technology, with production ofdental products, medical plastics andprecious metal alloys. Most of the opera-

tions were moved to new production facilities inÄngelholm during the year. The new productionfacility also contains a clean room environment,which creates new business opportunities. AB Kaltoplast is a world-leading manufacturer of

disposable saliva suction devices. Caps and tubes formedical applications are other important products.Nordiska Dental AB is among the leading suppliers ofdental filling materials in Europe. The new ceramicdental filling material Cerana® was established on themarket during 1996/97. ANA Ädelmetall AB hasunique competence in refining, that is recycling ofprecious metals from scrap and waste. ANA KALTO’sproduct development and production are handled byANA KALTO itself, as well as in cooperation withexternal partners.

ANA KALTO’s customers are dental companies,medical industry, chemical industry and jewelrymanufacturers. End customers are cultivated incooperation with distributors. There is a considerablevolume of exports to countries within Europe and tothe United States. Personal customer contacts, cus-tomer adaptation, participation in trade shows andtraining are important competitive tools. The marketsituation stabilized during the year.

The ANA KALTO subsidiaries are listed on page 38.

SHARE OF MEDICAL TECHNOLOGY BUSINESS AREA 1996/97, %

23

73

27

REVENUES

INCOME

NUMBER OF EMPLOYEES

21

DIVISIONS

PLD

P

1996/97 1995/96 1994/95




PARENT COMPANY:PLD NORDIC ABSTOCKHOLM

PRESIDENT: JAN SÖDERMAN

Apparatuses and consumables from PLD are used in researchby medical companies.

LD has operations in Sweden, Norway and Denmark in laboratory equipment, dental products and in process analysis. The products are apparatuses, instruments and systems for

analysis, and accessories and consumables for dentaland medical use. The suppliers are located in Europe,the United States and South East Asia.

Customers are found in chemical and pharmaceuticalindustry, among hospitals, universities and dentalcare clinics. Personal customer contacts, training,seminars, technical service and efficient distributionare important competitive tools.

PLD’s market positions are particularly strong inlaboratory analysis and dental filling materials.

A complementary acquisition was made in Swedenduring the year. Operations have been concentratedto a smaller number of subsidiaries in Sweden andNorway. A new joint central warehouse for theSwedish subsidiaries of the PLD Division has beenestablished.

Market conditions were unfavorable. Lower revenuebecause of the market situation and currency effects,as well as costs incurred in connection with restruc-turing, have led to lower profits. Cost-reductionactions have therefore been initiated.

The PLD subsidiaries are listed on page 39.

SHARE OF MEDICAL TECHNOLOGY BUSINESS AREA 1996/97, %

77

27

73

REVENUES

INCOME

NO OF EMPLOYEES

22

ANNUAL ACCOUNTS

BOARD OF DIRECTORS’ REPORTAND GROUP OVERVIEWAPRIL 1, 1996—MARCH 31, 1997

REVENUES AND RESULTSRevenues amounted to MSEK 6 239 (6 839) and incomebefore taxes was MSEK 325 (397). Revenues for the lastquarter, January—March 1997, were MSEK 1 615 (1 700)and income before taxes was MSEK 98 (96). Thanks tothe improved earnings performance during the lastquarter of the financial year, the full year earningsdecline was held to 18%, after having reached 25% forthe first three quarters of the financial year.

The industrial economic decline experienced duringthe fall of 1995 proved to be the beginning of a periodof relatively weak demand on several of the Group’smarkets. About half of the loss of revenues is attribut-able to business volume with low margin in Järnia.These factors, together with the effects of a strongerSwedish krona, are the most important reasons for thedecline in revenues of 9%. A stronger Swedish kronameans lower business volume expressed in kronor,with a concurrent negative effect on income. Towardsthe end of the financial year, the krona has againweakened.

Lower income is primarily the result of lower volume.The income recovery towards the end of the year isprimarily due to the effects of measures taken toimprove earnings performance.

The net of financial items, which improved fromMSEK 14 to MSEK 18, includes a realized capital gain ofMSEK 4 on bond holdings.

The result is equivalent to earnings per share of SEK

15.50 (19.20). Earnings per share for the last quarterwere SEK 4.70 (4.60). The tax expense for the year was32% (31).

BUSINESS AREAS AND DIVISIONSElectronics and industrial componentsACTE’s revenues amounted to MSEK 1 057 (1 175) andincome was MSEK 60 (77). The softening of demand forcertain electronic components beginning in the fall of1995 has continued. Together with increased pricecompetition for certain product groups, this explainsthe decline in revenues and income.

BETECH lowered its revenues to MSEK 533 (561) andincome to MSEK 21 (40). The decline in income isprimarily attributable to a negative price developmentin data products. Measures to improve efficiency havebeen taken to counteract the unfavorable situation. Inthe area of industrial components, on the other hand,both revenues and income is at a high level. Industrialdemand for gaskets and seals remains strong.

BEVING’s revenues amounted to MSEK 453 (417), withincome of MSEK 30 (39). The market situation has been

stable, but a growing proportion of large transactionsat lower margins and costs for restructuring haveaffected the year’s result. BEVING’s position in indus-trial components on the Finnish market was strength-ened appreciably during the year.

LAGERCRANTZ’s revenues dropped to MSEK 707(749), while income grew to MSEK 58 (50). Demandhas been stable in several of the Division’s operatingareas. Phasing out operations in Norway has had apositive effect on income with a one-time restitutionof MSEK 5.0. Thanks to the acquisition of CT CellTechEnergy Systems AB, LAGERCRANTZ has establisheditself in the growing market for batteries.

Tools and suppliesESSVE posted revenues of MSEK 263 (274) and incomeof MSEK 27 (16). The main reason for the result im-provement is that the operations in England wereclosed during the preceding year. Business in Polandand the Baltic states continue their positive develop-ment. The level of activity in the Swedish construc-tion market has declined further, but in Norway, onthe other hand, it is high. By acquiring a business infastening technology in Finland, ESSVE has estab-lished itself on the Finnish market. The acquisition ofAssar Hultén AB, consummated after financial year-end, means that ESSVE expands its activity by becom-ing involved in sales of fastening elements to theengineering industry.

JÄRNIA’s revenues declined to MSEK 1 452 (1 776) andincome contracted to MSEK 11 (25). The drop in salesis due primarily to a lower business volume in theproduct line where JÄRNIA acts as an agent forshipments directly from supplier to customer. Themarket’s development was weak. Cost savings are partof the action program introduced during the earlypart of the 1996/97 financial year.

LUNA reports revenues of MSEK 1 241 (1 355) andincome of MSEK 56 (80). Sales declined due to lowerdemand for tools and workplace equipment fromSwedish industry, and due to the strengthening of theSwedish krona. Cost cutting is being implemented tooffset the loss of revenue.

After the end of the financial year a decision has beenmade to combine JÄRNIA and LUNA. A corporategroup with a leading position in the professionalhardware and machinery trade is hereby created.

Medical technologyANA KALTO reports sales of MSEK 129 (146) andincome of MSEK 28 (22). The decline in revenue isattributable in its entirety to lower sales of precious

23

ANNUAL ACCOUNTS

REVENUES 12 MONTHS INCOME 12 MONTHS

BUSINESS AREAS AND DIVISIONS, MSEK 1996/97 1995/96 1994/95 1996/97 1995/96 1994/95

Electronics and industrial ACTE 1 057 1 175 825 60 77 52BETECH 533 561 545 21 40 34

BEVING 453 417 342 30 39 25LAGERCRANTZ 707 749 624 58 50 33

2 750 2 902 2 336 169 206 144Tools and supplies ESSVE 263 274 293 27 16 12

JÄRNIA 1 452 1 776 1 931 11 25 37LUNA 1 241 1 355 1 257 56 80 67

2 956 3 405 3 481 94 121 116Medical technology ANA KALTO 129 146 147 28 22 23

PLD 445 412 386 11 30 29574 558 533 39 52 52

The Parent Company with directlyreporting subsidiaries 65 142 127 28 23 23Consolidation eliminations –106 –168 –150 –5 –5 1

GROUP TOTAL 6 239 6 839 6 327 325 397 336

metals. Demand for dental materials, on the otherhand, has increased. Most of the operations of ANAKALTO were moved to new production facilities inÄngelholm in May 1997. The new production facilityincludes a clean room environment, which createsnew business opportunities. Since the present produc-tion facilities in Vejbystrand have been sold, the resultcontains a capital gain of MSEK 2.9.

PLD’s revenues increased to MSEK 445 (412), whileincome fell to MSEK 11 (30). The lower result is prima-rily due to increased costs in conjunction with capitalexpenditures, and to currency effects. Competition incertain market segments also mounted, with pricingpressures as a result. An extensive action programaimed at reducing costs was therefore implementedduring the year. Profits have recovered smartly overthe most recent six-month period.

ACQUISITIONS AND DIVESTITURESIn March 1997 LAGERCRANTZ acquired CT CellTechEnergy Systems AB. The company markets batteries inthe Nordic Region and has sales of MSEK 75. At the endof the financial year ESSVE acquired a fasteningtechnology operation from Machinery Oy in Finlandwith annual sales of MSEK 50. In addition, ESSVEacquired Assar Hultén AB, who sells fastening ele-ments to the engineering industry, primarily inSweden. The company has sales of approximatelyMSEK 90.

Several other small companies and businesses werealso acquired during the financial year. Acquiredcompanies are included in the Group’s incomestatement from the time of acquisition with sales inan aggregate amount of about MSEK 60. The abovementioned acquired companies have aggregate annualsales exceeding MSEK 300.

During the year LUNA sold the tool part of Mager &Wedemeyer GmbH & Co KG. The business sold had1995/96 sales of just over MSEK 100. The number ofemployees in this business was 45.

FINANCIAL POSITION AND PROFITABILITYThe equity ratio at financial year-end stood at 48%(44). Shareholders’ equity per share was SEK 107 (96).Shareholders’ equity was effected positively by trans-lation differences in an amount of MSEK 22 (–57).

Cash flow after capital expenditures amounted toMSEK 192 (229). Liquid funds increased during the yearby MSEK 55 to MSEK 737. The net of liquid funds afterdeduction of interest-bearing liabilities increased byMSEK 137 from MSEK 209 to MSEK 346.

The return on shareholders’ equity was 15% (21) andon capital employed the return was 19% (25).

CAPITAL EXPENDITURESCapital expenditures in fixed assets, corporate acquisi-tions not included, amounted to MSEK 172 (71). Animportant reason for the increase is the new produc-tion facilities for ANA KALTO’s operations inÄngelholm.

EMPLOYEESAt financial year-end the number of employees in theGroup was 2 036 (2 117). The average number ofemployees was 2 091 (2 092).

In a bid to stimulate key employees to even greatercommitment in furtherance of the Group’s businessoperations, the Board of Directors has decided to offersenior management covered by the Group’s bonusprogram to receive a certain bonus premium whenacquiring stock in Bergman & Beving AB. The incen-tive program is based on existing shares and thereforedoes not involve any dilution effect.

PARENT COMPANYThe Parent Company’s revenues amounted to MSEK 33(68) and income before year-end appropriations andtaxes was MSEK 221 (145). This result includes intra-Group items totaling MSEK 200 (125).

components

24

ANNUAL ACCOUNTS

CONSOLIDATED STATEMENT OF INCOME

MSEK 1996/97 1995/96

Operations NOTE 1

Invoiced sales 5 714 6 298

Commission sales 489 512Other revenue 36 29

TOTAL REVENUES 6 239 6 839

Operating revenue

Invoiced sales 5 714 6 298Commission income 29 30

Other revenue 36 29Operating expenses –5 374 –5 889

OPERATING INCOME BEFORE DEPRECIATIONAND AMORTIZATION 405 468

Depreciation and amortization NOTE 2 –98 –85

OPERATING INCOME AFTER DEPRECIATIONAND AMORTIZATION 307 383

Net financial items NOTE 3 18 14

INCOME BEFORE TAXES 325 397

Taxes NOTE 4 –104 –122

NET INCOME 221 275

Earnings per share 15.50 19.20

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q4Q1 Q2 Q31994/95

Quarterly data (left scale)Rolling 12 months (right scale)

1995/96 1996/97

REVENUES, MSEK

0

300

600

900

1200

1500

1800

2100

0

1000

2000

3000

4000

5000

6000

7000

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q4Q1 Q2 Q31994/95 1995/96 1996/97

INCOME BEFORE TAXES, MSEK

0

15

30

45

60

75

90

105

120

0

50

100

150

200

250

300

350

400

25

ANNUAL ACCOUNTS

CONSOLIDATED BALANCE SHEET

ASSETS, MSEK March 31, 1997 March 31, 1996

Current assetsLiquid funds NOTE 5 737 682

Accounts receivable 880 899Prepaid expenses and accrued revenue 46 50

Other receivables 27 38Inventories 750 796

Advance payments to suppliers 2 2 442 4 2 469

Restricted accounts with the Riksbank 8

Fixed assetsOther shares NOTE 7 2 2

Long-term receivables 19 16Agency rights and goodwill NOTE 8 149 134

Construction in progress 59 2Machinery and equipment NOTE 8 198 186

Buildings NOTE 8 316 318Land and land improvements NOTE 8 17 760 18 676

TOTAL ASSETS 3 202 3 153

LIABILITIES AND SHAREHOLDERS’ EQUITY, MSEK

Current liabilities

Notes payable 13 16Accounts payable 645 657

Tax liabilities 81 85Accrued expenses and prepaid revenue 206 208

Interest-bearing liabilities 10 75Other current liabilities 135 148

Advance payments from customers 6 1 096 7 1 196

Long-term liabilitiesCredit facility utilization 12 10

Interest-bearing liabilities 47 79Other long-term liabilities 11 9

Deferred tax liabilities 179 173Provision for pensions – PRI 310 291

Provision for pensions – Other 12 571 18 580

Shareholders’ equity NOTE 9

Restricted equity

Share capital NOTE 10 143 143 Restricted reserves 375 414

Unrestricted equity Retained earnings 796 545

Net income 221 1 535 275 1 377

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 3 202 3 153

Assets pledged NOTE 11 89 167

Contingent liabilities NOTE 12 15 33

26

ANNUAL ACCOUNTS

CONSOLIDATED STATEMENT OF CHANGESIN FINANCIAL POSITION

MSEK 1996/97 1995/96

Income before depreciation 405 468Result of sales of fixed assets and companies –11 0

Net financial items 18 14Current taxes –100 –107

CASH FLOW BEFORE CHANGE IN WORKING CAPITAL 312 375

Change in working capital: Decrease(+)/Increase(–) in inventories 40 49

Decrease(+)/Increase(–) in operating receivables 51 68 Decrease(–)/Increase (+) in non-interest-bearing

operating liabilities –56 –106

CASH FLOW AFTER CHANGE IN WORKING CAPITAL 347 386

Investments in fixed assets –172 –71Sales of fixed assets 29 14

Acquisitions/divestitures –12 –100

CASH FLOW AFTER CAPITAL EXPENDITURES 192 229

Change in long-term receivables and liabilities, non-interest-bearing 1 –6Change in restricted accounts 8 8

Change in interest-bearing liabilities, incl. pension liabilities –82 –6Dividends to shareholders –86 –64

Translation differences 22 –57

CHANGE IN LIQUID FUNDS 55 104

LIQUID FUNDS AT BEGINNING OF YEAR 682 578

LIQUID FUNDS AT YEAR-END 737 682

27

ANNUAL ACCOUNTS

PARENT COMPANY STATEMENT OF INCOME

MSEK 1996/97 1995/96

Operating revenue

Other revenue 33 68Operating expenses –23 –31

OPERATING INCOME BEFORE DEPRECIATION 10 37

Depreciation NOTE 2 –1 –1

OPERATING INCOME AFTER DEPRECIATION 9 36

Net financial items NOTE 3 212 109

INCOME BEFORE YEAR-END APPROPRIATIONSAND TAXES 221 145

Year-end appropriationsGroup contributions 94 121

Appropriation to timing difference reserve –24 –37Change in tax equalization reserve K 4 3

INCOME BEFORE TAXES 295 232

Taxes –26 –30

NET INCOME 269 202

28

ANNUAL ACCOUNTS

PARENT COMPANY BALANCE SHEET

ASSETS, MSEK March 31, 1997 March 31, 1996

Current assetsLiquid funds NOTE 5 524 479

Due from subsidiaries 77 115Accounts receivable 1 1

Prepaid expenses and accrued revenue 3 6Other receivables 1 606 601

Fixed assets

Shares in subsidiaries NOTE 6 643 643Due from subsidiaries, long-term 273 107

Other long-term receivables 9 7Machinery and equipment NOTE 8 2 2

Buildings NOTE 8 28 28Land and land improvements NOTE 8 2 957 2 789

TOTAL ASSETS 1 563 1 390

LIABILITIES AND SHAREHOLDERS’ EQUITY, MSEK

Current liabilitiesDue to subsidiaries 61 56

Accounts payable 1 1Tax liability 20 23

Accrued expenses and prepaid revenue 8 11Interest-bearing liabilities 33

Other current liabilities 90 1 125

Long-term liabilities

Due to subsidiaries 310 307Other long-term liabilities 9 7

Provision for pensions – PRI 53 52Provision for pensions – Other 4 376 5 371

Untaxed reserves

Timing difference reserve 105 81Tax equalization reserve K 10 14

Accumulated accelerated depreciation 14 129 14 109

Shareholders’ equity NOTE 9

Restricted equity

Share capital NOTE 10 143 143 Legal reserve 277 277

Unrestricted equity Retained earnings 279 163

Net income for the year 269 968 202 785

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 1 563 1 390

Assets pledged NOTE 11 22Contingent liabilities NOTE 12 260 252

29

ANNUAL ACCOUNTS

PARENT COMPANY STATEMENT OF CHANGESIN FINANCIAL POSITION

MSEK 1996/97 1995/96

Income before depreciation 10 37Result of sales of fixed assets and companies –2

Net financial items 212 109Taxes –26 –30

CASH FLOW BEFORE CHANGE IN WORKING CAPITAL 196 114

Change in working capital:

Decrease(+)/Increase(–) in short-term receivables 2 –5 Decrease(–)/Increase (+) in operating liabilities –5 10

CASH FLOW AFTER CHANGE IN WORKING CAPITAL 191 119

Investments in fixed assets –3 –1Sales of fixed assets 3

Investments in subsidiaries, net –42

CASH FLOW AFTER CAPITAL EXPENDITURES 190 79

Change in long-term receivables and liabilities to subsidiaries –120 –94

Change in interest-bearing liabilities, incl. pension liabilities –33 2Group contributions 94 121

Dividends to shareholders –86 –64

CHANGE IN LIQUID FUNDS 45 44

LIQUID FUNDS AT BEGINNING OF YEAR 479 435

LIQUID FUNDS AT YEAR-END 524 479

30

ANNUAL ACCOUNTS

NOTES TO THE FINANCIAL STATEMENTS

Accounting principles

CHANGE IN ACCOUNTING PRINCIPLESStarting with the accounts for the 1996/97 financial year,stocks of precious metals are reported as inventory. For theyears 1992/93–1995/96 stocks of precious metals werereported as part of liquid funds. Comparative data have beenadjusted accordingly. In all other respects the same account-ing principles as in prior years have been applied.

CONSOLIDATED ACCOUNTINGThe consolidated financial statements include the ParentCompany and all companies in which the Parent Company,directly or indirectly, owns more than 50 percent of thevoting rights.

The consolidated financial statements have been prepared inaccordance with the recommendation of the FinancialAccounting Standards Council, and in accordance with thepurchase method of accounting. This method means thatthe assets and liabilities of acquired subsidiaries are reportedat market value in accordance with a concurrent acquisitionanalysis. If the cost of the shares in a subsidiary exceeds theestimated market value of the company’s net assets accord-ing to the acquisition analysis, the difference is carried asgoodwill in the consolidated balance sheet. Consolidatedequity includes the Parent Company’s equity and theportion of equity in subsidiaries earned after the time ofacquisition.

Companies sold during the year are excluded from thebeginning of the year.

YEAR-END APPROPRIATIONS AND UNTAXED RESERVESThe consolidated income statement and the consolidatedbalance sheet are reported without year-end appropriationsand untaxed reserves.

The year-end appropriations in individual companies havebeen allocated in such a way that the tax portion is includedin the Group’s tax expense, whereas the remaining portion isincluded in consolidated net income.

Untaxed reserves have been allocated in such a way that thedeferred tax liability is reported as a part of long-termliabilities, whereas the remaining portion is reported amongrestricted reserves.

The deferred tax liability has been estimated individually foreach company, as a rule using the applicable local tax ratefor the following year. If the rate of tax is changed, thedifference in tax liability is reported as a part of the year’s taxexpense.

GOODWILLAcquiring profitable companies often means that the cost ofacquisition exceeds visible book value. This means thatgoodwill arises. Goodwill is capitalized and then amortizedover its estimated economic life. In the normal case, good-will is amortized over 10 years.

Before 1991/92 goodwill was written off directly againstconsolidated unrestricted reserves. Ten percent straight-lineamortization of goodwill written off directly before 1991/92

would have resulted in a charge of MSEK 2.7 (2.5) againstthis year’s income.

In connection with acquisitions made prior to 1991/92, partof the consideration for companies acquired was in the formof issuance of new shares, valued at par plus a premium of20 percent. If the value assigned to the shares were theaverage market price during 1991/92—SEK 57.30 adjustedfor the stock dividend of 1993—and if the goodwill thenarising had been amortized by 10 percent annually, therewould have been a charge against this year’s income ofMSEK 0.3 (1.4). In the case of 10 percent straight-lineamortization, the residual value of goodwill would havebeen MSEK 3.9 (6.9).

TRANSLATION OF FOREIGN SUBSIDIARIESIn preparing the consolidated financial statements, foreignsubsidiaries are converted according to the current ratemethod in accordance with the proposed recommendationof the Swedish Institute of Authorized Public Accountants(FAR). This means that assets and liabilities are convertedusing the year-end rate of exchange, and all items in theincome statement are converted using the average rate ofexchange for the year. The translation difference is carrieddirectly to shareholders’ equity without affecting the year’sresult.

DEPRECIATION AND AMORTIZATIONDepreciation of tangible assets and amortization of intangi-ble assets is based on the acquisition cost of the relativeassets and their economic life. The following economic lifespans are applied:

Machinery and equipment 3–10 yearsBuilding accessories 15–25 yearsBuildings 50–100 yearsLand improvements 20 yearsAgency rights and goodwill 5–10 years

RECEIVABLES AND LIABILITIES IN FOREIGN CURRENCYReceivables and liabilities in foreign currencies are valued atthe rate of exchange prevailing at year-end. The AccountingStandard Board’s directive R7 is applied by individualSwedish companies. Unrealized foreign exchange gains onlong-term receivables and liabilities are allocated to a foreignexchange reserve and reported as a year-end appropriation.

FOREIGN EXCHANGE RATE DIFFERENCESForeign exchange rate differences attributable to loans inforeign currency allocated as a hedge of net assets ofsubsidiaries are reported, after deduction of taxes, directlyagainst shareholders’ equity, where the correspondingtranslation difference is also reported.

Foreign exchange rate differences on long-term loans toforeign subsidiaries, which may be regarded as an additionalinvestment in the subsidiaries, are accounted for in a similarmanner.

INVENTORIESInventories are valued at the lower of cost and market.

31

ANNUAL ACCOUNTS

GROUP PARENT COMPANY

1996/97 1995/96 1996/97 1995/96

Agency rights and goodwill –22 809 –14 734Machinery and equipment –69 009 –63 343 –612 –563Buildings -5 659 –6 385 –297 –289Land improvements –466 –475

–97 943 –84 937 –909 –852


1996/97 1995/96 1996/97 1995/96

Dividends from subsidiaries 200 420 94 746Dividends on other shares 19 7 16 5Interest income 40 037 54 162 33 841 45 718Other financial income 7 971 598 4 117 30Interest expenses –28 582 –38 830 –20 195 –31 754Other financial expenses –1 876 –2 081 –6 593 –86

17 569 13 856 211 606 108 659

GROUP

1996/97 1995/96

Current taxes –99 911 –107 486Deferred taxes –3 453 –14 873

–103 364 –122 359

Liquid funds include short-term investments in treasury discount notes and deposits onspecial terms in the amount of MSEK 453 (416) in the Group and MSEK 450 (416) inthe Parent Company.

NOTE 2. Depreciation andamortization

NOTE 3. Net financial items

NOTE 4. Taxes

NOTE 5. Liquid funds

NOTE 1. Definitions

SALES: Customers are invoiced either in the form ofdirect own invoicing or in the form of invoicing bythe supplier. The latter form of invoicing is termedcommission sales.

CASH FLOW: Income after financial items, plusdepreciation and capital gains or losses on fixed assetssold, minus taxes paid, minus share in profits ofassociated company, less dividend received.

PROFIT MARGIN: Income after financial items relativeto total invoicing including commission sales.

RETURN ON EQUITY: Net income for the year relativeto average shareholders’ equity.

RETURN ON CAPITAL EMPLOYED: Income afterfinancial items, plus financial expense, relative toaverage capital employed. Capital employed is definedas the balance sheet total, less non-interest-bearingliabilities, including deferred tax liabilities.

RETURN ON TOTAL CAPITAL: Income after financialitems, plus financial expense, relative to average totalcapital (balance sheet total).

EQUITY RATIO: Shareholders’ equity as a percentageof balance sheet total.

EARNINGS PER SHARE AFTER FULL TAXES: Netincome divided by the number of shares outstandingat the end of the financial year.

EQUITY PER SHARE: Shareholders’ equity divided bythe number of shares outstanding at the end of thefinancial year.

PRICE EARNINGS RATIO: The market price of theshare as of March 31, divided by earnings per shareafter full taxes.

DIVIDEND YIELD: Annual dividend per share relativeto the market price of the share as of March 31.

AMOUNTS in kSEK (SEK thousand) unless otherwisestated.

32

ANNUAL ACCOUNTS

% PAR BOOKNUMBER HOLDING VALUE VALUE

ANA KALTO AB 7 500 100 750 kSEK 20 000Bergman & Beving Nordic AB 3 422 174 100 85 554 kSEK 382 194Bevinggruppen AB 100 000 100 10 000 kSEK 18 000Lagercrantz Elektronik AB 50 000 100 5 000 kSEK 63 100PLD Nordic AB 20 000 100 2 000 kSEK 16 000Vactek AB 1 000 100 100 kSEK 300ACTE Nordic Components A/S 4 100 11 000 kDKK 83 000Betech A/S 4 100 50 000 kDKK 60 000

642 594In closing the books for the 1996/97 financial year, book values have been adjustedwith respect to the net asset value of each respective company.

A complete specification of other shares as required by law is available from theCompany upon request.


MARCH 31, MARCH 31, MARCH 31, MARCH 31,1997 1996 1997 1996

Agency rights and goodwillCost 203 162 195 747Accumulated amortization –54 536 –61 493

Book value 148 626 134 254

Machinery and equipmentCost 554 521 525 174 4 931 4 698Accumulated depreciation –356 289 –338 835 –3 164 –2 881

198 232 186 339 1 767 1 817

Accumulated accelerated depreciation -710 -821

Book value 198 232 186 339 1 057 996

BuildingsCost 410 310 412 186 29 386 28 666Accumulated depreciation –99 874 –99 535 –2 559 –2 278

310 436 312 651 26 827 26 388

Undepreciated amount of writeups 5 648 5 712 1 340 1 356

316 084 318 363 28 167 27 744Accumulated accelerated depreciation –12 723 –12 706

Book value 316 084 318 363 15 444 15 038

Land and land improvementsCost 23 839 24 252 2 223 2 223Accumulated depreciation –6 675 –6 347

Book value 17 164 17 905 2 223 2 223

Tax assessment values of Swedish propertiesBuildings 208 240 194 432 30 339 25 931Land 35 069 31 672 8 573 7 328

243 309 226 104 38 912 33 259

The above assets in acquired companies are reported in the Group at each respectivecompany’s original cost, plus existing surplus values at the time of acquisition.

The Group’s cost basis for machinery and equipment includes rebuilding and interiorrefurbishing of property not owned by the Company in an amount of 7 415, which isdepreciated over five years on a straight-line basis.

NOTE 7. Other shares

NOTE 6. Shares insubsidiaries

NOTE 8. Fixed assets

33

ANNUAL ACCOUNTS

SHARE RESTRICTED UNRESTRICTED NETGROUP CAPITAL RESERVES RESERVES INCOME TOTAL

Opening balance 143 152 413 801 545 577 274 589 1 377 119Profit allocation 274 589 –274 589Dividend –85 891 –85 891Transfer between restrictedand unrestricted equity –44 575 44 575Translation difference 5 576 16 486 22 062Net income for the year 221 434 221 434

Amount at year-end 143 152 374 802 795 336 221 434 1 534 724

SHARE LEGAL RETAINED NETPARENT COMPANY CAPITAL RESERVE EARNINGS INCOME TOTAL

Opening balance 143 152 277 483 162 640 201 868 785 143Profit allocation 201 868 –201 868Dividend –85 891 –85 891Net income for the year 268 460 268 460

Amount at year-end 143 152 277 483 278 617 268 460 967 712

The share capital is comprised of 943 291 class A shares, each with a par value of SEK10 and entitling its holders to 10 votes, and 13 371 889 class B shares, each with a parvalue of SEK 10 and entitling its holders to 1 vote.

GROUP MARCH 31, 1997 MARCH 31, 1996

Real estate mortgages 36 686 61 557Mortgage against leasehold 7 850 7 850Corporate mortgages 44 904 45 203Shares in subsidiaries 52 639

89 440 167 249

PARENT COMPANY MARCH 31, 1997 MARCH 31, 1996

Real estate mortgages 850Corporate mortgages 5 000Shares in subsidiaries 16 125

21 975

GROUP MARCH 31, 1997 MARCH 31, 1996

Guaranties and other contingent liabilities 14 961 33 368

PARENT COMPANY MARCH 31, 1997 MARCH 31, 1996

Guaranties and other contingent liabilities 1 655 1 565Guaranties for subsidiaries 258 263 250 017

259 918 251 582

NOTE 9. Shareholders’ equity

NOTE 10. Share capital

NOTE 11. Assets pledged

NOTE 12. Contingent liabilities

34

ANNUAL ACCOUNTS

The average number of employees is determined as an average of the number ofpersons employed per month during the year. A correction is made for personsemployed on a part-time basis. A complete specification of the number of employeesand a schedule of salaries and other compensation, as required by law, is available fromthe Company upon request.

1996/97 1995/96

IN THE GROUP MEN WOMEN TOTAL TOTAL

Sweden Parent Company 9 3 12 13 Other Swedish companies 967 412 1 379 1 376Denmark 200 92 292 283Finland 65 46 111 101Norway 151 52 203 207England 0 0 0 8Estonia 3 2 5 4Poland 7 5 12 9Germany 62 15 77 91

Total 1 464 627 2 091 2 092

SALARIES AND OTHER COMPENSATION 1996/97 1995/96

Sweden Parent Company 9 017 11 956 Other Swedish companies 362 198 347 420Denmark 117 558 118 933Finland 30 682 26 468Norway 65 852 66 394England 0 2 000Estonia 306 310Poland 645 448Germany 26 360 32 445

Total 612 618 606 374

The number of municipalities in which the Parent Company conducts business was 1(1), with other Swedish companies active in 16 (17) municipalities.

The above amounts include salaries and compensation to the Board of Directors,Presidents and Senior Executive Vice Presidents in the Parent Company in an amount of4 489 (7 099), and in the Group in an amount of 64 066 (65 193).

Information regarding the benefits of senior management during the financial year:

The Board of Directors allocates the amount adopted by the Annual General Meeting,550 (550), among the Directors who are not employees of the Parent Company. TheChairman of the Board was paid a fee of 92 (91) for the year.

In addition to the above mentioned fee, a special fee was paid to one Director. Asidefrom the Company’s President, one Director is an employee of the Parent Company.

As fixed salary to the Chief Executive Officer, who is also the Company’s President, waspaid the amount of 2 452 (2 197); additional taxable benefits were paid in an amountof 64 (86). The age of retirement of the President is 55 years. Pension benefits betweenthe ages of 55 and 60 are 65 percent of the salary paid at the time of retirement, and70 percent thereafter.

For other members of senior management the retirement age varies between 60 and65 years.

Pensions are paid in accordance with the ITP plan. Members of Group Management,including the President, will receive severance pay equal to one year’s salary. Noseverance benefits are paid if the employee terminates employment at his own request.

No compensation or other benefits are paid to the Parent Company’s Board ofDirectors or to Senior Management by Group companies other than the ParentCompany.

NOTE 13. Personnel and personnel costs

AVERAGE NUMBER OF EMPLOYEES

35

ANNUAL ACCOUNTS

PROPOSED ALLOCATION OF EARNINGS

Stockholm, June 10, 1997

STIG LARSSON LARS BAUMANAuthorized Public Authorized Public

Accountant Accountant

AUDIT REPORT FOR BERGMAN & BEVING AB

Stockholm, May 1997

TOM HEDELIUS PÄR STENBERGChairman Vice Chairman

STIG BIRGERSTAM LARS ENGE TORSTEN FARDELL

ESKIL FLORVALL CONNY KJELLBERG GUNILLA KORNSTAD

PER-OLOF SÖDERBERG ANDERS BÖRJESSON President and Chief Executive Officer

We have examined the annual report, the consoli-dated financial statements, the accounting recordsand the administration by the Board of Directors andthe President for the financial year April 1, 1996 –March 31, 1997. The examination was carried out inaccordance with generally accepted auditing stan-dards.

PARENT COMPANYThe Annual Report has been prepared in accordancewith the Swedish Companies Act.

We recommend,that the Income Statement and the Balance Sheet beadopted,

that the unappropriated earnings be dealt with inaccordance with the proposal in the Board of Direc-tors’ Report, and

that the members of the Board of Directors and thePresident be discharged from liability for the financialyear.

GROUPThe consolidated financial statements have beenprepared in accordance with the Swedish CompaniesAct.

We recommend that the Consolidated Income State-ment and the Consolidated Balance Sheet be adopted.

STOCK DIVIDENDThe Board of Directors propose an increase of theCompany’s share capital to kSEK 286 304 through astock dividend of kSEK 143 152.

The proposal calls for a stock dividend to be accom-plished by transferring kSEK 143 152 from the legalreserve to the share capital, which thereafter willamount to kSEK 286 304.

The proposal means that 14 315 180 new shares,each with a par value of SEK 10, will be issued, withshareholders receiving one new share for each oldshare. Old class A shares entitle their holders toreceive new class A shares and old class B sharesentitle their holders to receive new class B shares.The new share will entitle their holders to receivedividends from the 1997/98 financial year.

ALLOCATION OF EARNINGSConsolidated unrestricted shareholders’ equity asof March 31, 1997 amounted to kSEK 1 016 770.No allocation to restricted shareholders’ equity isrequired.

The following amounts are at the disposal ofBergman & Beving AB, the Parent Company:

Retained earnings kSEK 278 617Net income kSEK 268 460

kSEK 547 077

The Board of Directors and the President propose thatthe amount available be allocated as follows:

Dividend to the shareholders ofSEK 7.00 per share kSEK 100 206To be carried forward kSEK 446 871

kSEK 547 077

36

BOARD OF DIRECTORS

TOM HEDELIUS, b. 1939ChairmanDirector since 1982Chairman of SvenskaHandelsbanken, Vice Chair-man of AGA, Ericsson, andIndustrivärden, Director ofSCA and Volvo.Member of SAS Assembly ofRepresentativesShares owned:2 700 class B shares

PÄR STENBERG, b. 1931Vice ChairmanDirector since 1963Director of HandelsbankenFonder ABShares owned:417 576 class A shares,647 161 class B shares

STIG BIRGERSTAM, b. 1930Director since 1994Graduate EngineerShares owned (family):3 520 class B shares

ANDERS BÖRJESSON, b. 1948President and Chief ExecutiveOfficerDirector since 1990Director of Dahl Inter-national ABShares owned (family):7 500 class A shares,60 000 class B shares

LARS ENGE, b. 1935Director since 1988Employee representativeShares owned: 0

ESKIL FLORVALL, b. 1934Director since 1982Director of Landis & StaefaAB and Handelsbanken,Region MellansverigeShares owned:1 500 class B shares

CONNY KJELLBERG, b. 1945Director since 1996Employee representativeShares owned:84 class B shares

PER-OLOF SÖDERBERG, b. 1955Director since 1996President and Chief ExecutiveOfficer of Dahl Inter-national ABShares owned:2 000 class B shares

GUNILLA KORNSTAD, b. 1953Director since 1995Employee representativeShares owned: 0

TORSTEN FARDELL, b. 1929Former Senior Executive VicePresident,member of Group Manage-ment 1974–1996Director since 1971Shares owned:7 500 class A shares,76 500 class B shares

CARL T. SÄVE, B. 1919Former President andChief Executive Officer,former ChairmanShares owned:15 000 class A shares,740 526 class B shares.

The nomination committeefor election of Directorsconsists of Tom Hedelius,Pär Stenberg andAnders Börjesson.

HONORARY MEMBER

37

GROUP MANAGEMENT AUDITORS

STIG LARSSON,Authorized Public AccountantDeloitte & Touche AB

LARS BAUMAN,Authorized Public AccountantDeloitte & Touche AB

DEPUTY AUDITORS

ANDERS HELLSTRÖM,Authorized Public AccountantDeloitte & Touche AB

KENNY PALMBERG,Authorized Public AccountantDeloitte & Touche AB

ANDERS BÖRJESSON, b. 1948President and ChiefExecutive OfficerMember of Group Manage-ment since 1979Shares owned (family):7 500 class A shares,60 000 class B shares

LENNART HAGSTRÖM, b. 1941Senior Executive VicePresidentSecretary of the Board ofDirectorsMember of Group Manage-ment since 1979Shares owned:15 500 class B shares

RUNE BOHL, b. 1935Executive Vice PresidentMember of Group Manage-ment since 1985Shares owned:4 500 class B shares

ANDERS ENGSTRÖM, b. 1941Executive Vice PresidentMember of Group Manage-ment since 1994Shares owned:240 class B shares

KENNET GÖRANSSON, b. 1963Executive Vice PresidentMember of Group Manage-ment since 1996Shares owned:300 class B shares

GÖRAN HAGSTEN, b. 1954Executive Vice PresidentMember of Group Manage-ment since 1990Shares owned:3 750 class B shares

38

DIVISION COMPANIESDivisionParent Company/President/Country

Subsidiary or Business Unit/President or Local Manager/Country

ACTE

ACTE Nordic Components A/S Jan Friis Denmark

ACTE NC Denmark A/S Martin Rahbek Denmark

Ditz Schweitzer Tom Østergaard Denmark

E.V. Johanssen Elektronik Mogens Nielsen Denmark

Tech-Partner Tom Østergaard Denmark

ACTE NC Sweden AB Gunnar Åhlander Sweden

Bexab Sweden Gunnar Almeling Sweden

NordComp Sweden Thomas Lundell Sweden

OKAB Komponent Leif Darberg Sweden

RepDelco Sweden Paul Kanarbik Sweden

ScandComp Sweden Leif Åström Sweden

ACTE NC Finland Oy Pekka Uusiaho Finland

Bexab Finland Pentti Katila Finland

Finn-Crimp Seppo Hujanen Finland

NordComp Finland Petri Järvinen Finland

RepiComp Pekka Uusiaho Finland

ACTE NC Norway A/S Stein Thorvaldsen Norway

NordComp Norway Rune Børresen Norway

Power & Systems Norway Sigbjørn Fagerlid Norway

ScandComp Norway Øystein Skar Norway

ANA KALTO

ANA KALTO AB Jerker Ermyr Sweden

ANA Ädelmetall AB Leif Carlsson Sweden

AB Kaltoplast Magnus Ermyr Sweden

Nordiska Dental AB Lars Bengtsson Sweden

BETECH

Betech A/S Steen A. Schulstad Denmark

Betech Data A/S Hans-Georg Gottlieb Denmark

Betech Seals A/S Svend Gade Denmark

Bondy-Elmatok A/S Jørgen Johansen Denmark

Betech Data AB Anders Wallström Sweden

Betech Seals AB Lars-Göran Larsson Sweden

Betech Data Oy Harri Juotvuo Finland

Betech Data AS Per Dale Norway

BEVING

Bevinggruppen AB Johnny Öhman Sweden

Bergman & Beving Energi AB Karl Zellner Sweden

Beving Compotech AB Tommy Haglund Sweden

Beving Elektronik AB Josef Benedek Sweden

Caldaro AB Maths Wahlbeck Sweden

Hydraul AB Tubex Bengt Lundberg Sweden

Tekno Optik AB Richard Joelsson Sweden

Tesch System AB Erwin Theimer Sweden

Tube Control AB Bengt-Åke Lindh Sweden

Stig Wahlström Oy Lauri Lindström Finland

Beving Elektronik A/S Josef Benedek Norway

ESSVE

ESSVE Produkter AB Carl Johan Lundberg Sweden

Assar Hultén AB Hans Hultén Sweden

ESSVE Sverige AB Bengt Margård Sweden

Gunfred AB Bo Arnrud Sweden

ESSVE Finland Oy Jorma Kyntölä Finland

ESSVE Bygg og Industri AS Bengt Margård Norway

ESSVE Baltic AS Uno Maitus Estonia

ESSVE Poland Sp. z o.o. Bogdan Rogowski Poland

39

JÄRNIA

Järnia AB Gert Karlsson Sweden

Allbygg i Ulricehamn AB Gerhard Rönnmark Sweden

Ferro Engros AB Jan Holmberg Sweden

Jaktia AB Anders Andersson Sweden

Järnia Låsverkstad AB Magnus Edlund Sweden

Järniakedjan AB (publ) Per Skogholm Sweden

Arthur Gurholt A/S Per Bjørseth Norway

LAGERCRANTZ

Lagercrantz Elektronik AB Stig Svensson Sweden

Alvetec AB Roger Alvén Sweden

Aratron AB Thomas Dedering Sweden

Columbia Elektronik AB Henning Essén Sweden

CT CellTech Energy Systems AB Åke Darfeldt Sweden

Gustaf Lundin Pappersindustri AB Jarl O. Olofsson Sweden

JA Teknik AB Jan Axelsson Sweden

Kaliber AB Håkan Franzén Sweden

Lagercrantz Communication AB Jan Janér Sweden

Lagercrantz KonTest AB Jürgen Sedlacek Sweden

AB Specialpapper Rolf Jansson Sweden

STV Svenska Tele & Video Konsult AB Bert Rosenqvist Sweden

Tecono AB Håkan Franzén Sweden

Unified Web AB Johan Olofsson Sweden

Aratron A/S Bent Hervard Denmark

A/S Specialpapir Jesper Madsen Denmark

Teleinstrument A/S Håkan Franzén Denmark

AK-Automaatio Oy Roger Alvén Finland

Multielektro Oy Raimo Karhu Finland

Tecono Oy Pekka Jolanki Finland

Alvetec AS Niels Chr. Thurmann-Nielsen Norway

Aratron AS Amund Alm Norway

AS Spesialpapir Øivind Stenbek Norway

Teleinstrument AS Svein Hermansen Norway

LUNA

Luna AB Sören V. Brorsen Sweden

Luna Sweden AB Sören V. Brorsen Sweden

Polytrade AB Bengt Dynehäll Sweden

T. Karlemarks Försäljnings AB Bo Dahlberg Sweden

Skær-Teknik AS Flemming Fredsø Denmark

Luna Norway A/S Kåre M. Johansen Norway

Luna Werkzeug Vertriebs GmbH Günther Knust Germany

Mager & Wedemeyer GmbH & Co Ulf Lüdemann Germany

PLD

PLD Nordic AB Jan Söderman Sweden

Bergman & Beving Lab AB Roland Levin Sweden

Bergman & Beving Process AB Kent Ersson Sweden

AB Forssbergs Dental Hans-Gunnar Jacobson Sweden

Labora AB Per-Olof Thorstensson Sweden

Lambda-Polynom AB Lars Hellberg Sweden

PLD Denmark A/S Anders Grusgaard Denmark

Holm & Halby Morten Dyrner Denmark

SpectraChrom Anders Grusgaard Denmark

Bergman Instrumentering A/S Lars Lie Norway

BERGMAN & BEVING AB with directly reporting subsidiaries

Bergman & Beving AB (publ) Anders Börjesson Sweden

Vactek AB Göran Korsänge Sweden

Vactek A/S Rainer Wagner Denmark

40

ADDRESSES

Bergman & Beving AB (publ)P.O. Box 10024, Karlavägen 76SE-100 55 STOCKHOLMTelephone +46 8 660 10 30Fax +46 8 660 58 70E-mail [email protected]

ACTE Nordic Components A/STitangade 15DK-2200 KØBENHAVN N, DenmarkTelephone +45 35 86 96 86Fax +45 35 86 96 88E-mail [email protected]

ANA KALTO ABFramtidsgatan 1SE-262 73 ÄNGELHOLMTelephone +46 431 44 33 40Fax +46 431 44 33 45E-mail [email protected]

Betech A/STitangade 13DK-2200 KØBENHAVN N, DenmarkTelephone +45 35 86 60 90Fax +45 35 82 10 03E-mail [email protected]

Bevinggruppen ABP.O. Box 5530, Jägerhorns väg 8SE-141 05 HUDDINGETelephone +46 8 680 06 00Fax +46 8 680 00 03E-mail [email protected]

ESSVE Produkter ABBox 770, Sidensvansvägen 10SE-191 27 SOLLENTUNATelephone +46 8 623 61 00Fax +46 8 92 68 65E-mail [email protected]

Järnia ABKarlsnäs IndustriområdeSE-523 85 ULRICEHAMNTelephone +46 321 280 00Fax +46 321 101 35E-mail [email protected]

Lagercrantz Elektronik ABP.O. Box 981, Kung Hans väg 3SE-191 29 SOLLENTUNATelephone +46 8 626 40 00Fax: +46 8 626 40 01E-mail [email protected]

Luna ABSandbergsvägen 3SE-441 80 ALINGSÅSTelephone +46 322 730 00Fax +46 322 731 04E-mail [email protected]

PLD Nordic ABP.O. Box 3176, Holländargatan 21ASE-103 63 STOCKHOLMTelephone +46 8 402 17 50Fax +46 8 10 36 00E-mail [email protected]

Financial informationThe Group’s financial year is April 1—March 31.During 1997/98 the following reports will be published:

Interim Report April 1—June 30, 1997 August 27, 1997

Interim Report April 1—September 30, 1997 End of November 1997

Interim Report April 1—December 31, 1997 Mid-February, 1998

Financial Report 1997/98 Mid-May 1998

Annual Report 1997/98 Beginning of August 1998

All reports are distributed to shareholders of record except for those whohave requested not to receive mailings. Reports are published in Swedishand English.

Bergman & Beving’s web site on the Internet, www.bb.se, containsfinancial reports and news from the Bergman & Beving Group.

The text pages of this annual report are printed on Silverblade 130 g paper. The cover is printed on Silverblade 270 g paper. Repro: IGPDesign: Karlerik Lindgren AB. Photography: Stig-Göran Nilsson and Foto Atteman. Translation: Ole Böök. Printing: Stellan Ståls Tryckerier, 1997

BERGMAN & BEVING AB (publ), P.O. BOX 10024, SE-100 55 STOCKHOLM, SWEDEN.TELEPHONE +46 8 660 10 30, FAX +46 8 660 58 70, E-MAIL [email protected], HOME PAGE www.bb.se

omslag eng w3/7-97reports.huginonline.com/mvd/1026/641929.pdf · an excellent analytical tool for...

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