Other Notes

E. Other Notes

55. Shareholdings

The participating interests are as follows:
(1) Directly held affi liated company; all other participating interests held indirectly via the investment company CEWE COLOR AG & Co. OHG, Oldenburg.
*)1 The company was liquidated.
*)2 The company’s assets were transferred to CEWE COLOR Nederland B.V., Nunspeet.
*)3 The companies were merged.
*)4 The company was affiliated.
*)5 The companys' assets were transferred to CEWE COLOR Belgium N.V., Kontich.

Amounts are carried as equity that are to be allocated to CEWE COLOR Holding AG as the parent company as a result of the participation structure.

56. Notes to the Cash Flow Statement

The Cash Flow Statement shows how the cash and cash equivalents in the group changed during fiscal years 2006 and 2005. In line with IAS 7, the cash fl ow was broken down into the cash flow from operating activities, the cash fl ow from investing activities and the cash flow form financing activities. The cash and cash equivalents carried cover the balance sheet items bank balances and cash in hand including any fixed-term deposits. The non-cash transactions mostly relate to the corporation tax credit recorded in fiscal year 2006 (4.218 million euros). The change in the provision is mostly based on the take-up as part of restructuring projects.

During the previous year, the group acquired a 100 % interest in A.R. Bott & Sons Limited, now CEWE COLOR Limited, Warwick (United Kingdom), and Q.S.S. BVBA, Kontich (Belgium).

57. Information on segment report

Segment reporting is based on IAS 14. The following country groups are reported:

• Central Europe (Germany, Austria, Switzerland and Scandinavia)

• Benelux (Belgium and The Netherlands)

• Western Europe (France and the United Kingdom)

• Central Eastern Europe (Poland, the Czech Republic, Hungary and Slovakia)

In order to improve the presentation of the operating performance, we have voluntarily adjusted the segment earnings before taxes (EBT) (see c.) for material extraordinary factors in fiscal year 2006 and 2005 (s. lit. d. and e.).

 ¹⁾ Noncurrent and current assets ²⁾ Includes additions to noncurrent assets excl. financial assets

As a rule, sales and income between the segments are recorded at prices that would also be agreed with third parties. Administrative services are charged as cost allocations. The segment reports show segment earnings before taxes (EBT) as additional information. The effect on earnings from consolidation was distributed to the segments according to their causes; if necessary, a best-possible estimate was made.

The extraordinary factors in fiscal year 2006 relate to the waiver of receivables by the German company (Central Europe) in favor of the French company (Western Europe) in the amount of 14.5 million euros and restructuring expenses in the amount of 3.2 million euros (Western Europe) and 3.5 million euros (Central Europe). In the previous year, the extraordinary factors in Western Europe comprised the insurance compensation for the fire damage at the facility in Lille (France) in the amount of 13.9 million euros and restructuring expenses in the amount of 9.0 million euros. In Central Europe, the extraordinary effects in 2005 were mostly restructuring expenses (3.8 million euros) and the impairment of goodwill (4.8 million euros). The other segment income and the segment earnings within the meaning of IAS 14.16 were not adjusted for the insurance compensation in Western Europe in the amount of 13.9 million euros, because these covered operating expenses as a result of the fire in the facility in Lille (France) that are included in the segment result (social plan costs, extraordinady write-downs of noncurrent and current assets, costs of moving production).

58. Other explanatory notes

There were contingent liabilities from issuing guarantees and warranties for third parties totaling 8.995 million euros (previous year: 2.403 million euros). These fi gures are nominal in each case.

59. Executive bodies

Supervisory Board including Supervisory Board mandates and mandates in comparable German and foreign supervisory bodies

Hubert Rothärmel, Oldenburg (Chairman) – Merchant

• Chairman of the Supervisory Board of CEWE COLOR Holding AG, Oldenburg

• Member of the board of trustees of Neumüller CEWE COLOR Foundation, Oldenburg **)

• Chairman of the Supervisory Board of Fotolab a.s., Prague/Czech Republic *) **)

• Chairman of the Supervisory Board of CEWE COLOR a.s., Bratislava/Slovakia *) **)

• Chairman of the Supervisory Board of CEWE COLOR S.A.S., Paris/France *) **)

• Chairman of the Supervisory Board of CEWE COLOR Danmark A/S, Skødstrup/Denmark *) **)

• Member of the Advisory Council of Wöltje Group, Oldenburg (until September 30, 2006) **)

• Member of the Advisory Council of Gräper Holding GmbH, Ahlhorn **)

Hartmut Fromm, Berlin (Deputy Chairman)

Lawyer and partner of the law firm Buse, Heberer, Fromm, Berlin

• Deputy Chairman of the Supervisory Board of CEWE COLOR Holding AG, Oldenburg

• Member of the Supervisory Board of All Welding Technologies AG, Hanau

• Chairman of the Supervisory Board of IMF Immobilien AG, Berlin

• Chairman of the Supervisory Board of Jack White Productions AG, Berlin

• Chairman of the Supervisory Board of M-Tech Technologie und Beteiligungs AG, Denkendorf

• President of the Board of Directors of Vermar Verwaltungs- und Marktstudien AG, Zurich/Switzerland **)

Dr. h.c. Manfred Bodin, Pensioner, former CEO of the Management Board of Norddeutsche
Landesbank, Girozentrale, Hannover

• Member of the Supervisory Board of CEWE COLOR Holding AG, Oldenburg

• Member of the Supervisory Board of Continental AG, Hanover

• Member of the Supervisory Board of VHV Versicherung Holding AG, Hanover

Dr. Fritz Kröger, Consultant, Berlin

• Member of the Supervisory Board of CEWE COLOR Holding AG, Oldenburg

Andreas F. Schubert, Hamburg (until August 31, 2006)
Chairman of the management of Carl Kühne KG (GmbH & Co), Hamburg

• Member of the Supervisory Board of CEWE COLOR Holding AG, Oldenburg

• Chairman of the Board of Directors of Kühne Benelux B.V., Ter Aar/The Netherlands *) **)

• Chairman of the Board of Directors of Kühne Nordic A/S, Ullerslev/Denmark *) **)

• Chairman of the Supervisory Board of Carl Kühne Fermantasyion ve Gida Sanayi ve Ticaret A.S., Istanbul/Turkey *) **)

• Chairman of the Supervisory Board of Dansk Eddike Produktion A/S, Randers/Denmark *) **)

Prof. Dr. Hans-Jürgen Appelrath, University professor, Oldenburg
Chairman of the Oldenburger Forschungs- und Entwicklungsinstitut
Informatik-Werkzeuge und -Systeme (OFFIS), Oldenburg

• Member of the Supervisory Board of CEWE COLOR Holding AG, Oldenburg

• Member of the Supervisory Board of BTC Business Technology Consulting, AG, Oldenburg

• Chairman of the Supervisory Board of icsmed AG, Oldenburg

Sebastian Freitag, Frankfurt a. Main (from September 1, 2006 to February 8, 2007)
Managing Director Freitag & Co. GmbH, Frankfurt

• Member of the Supervisory Board of CEWE COLOR Holding AG, Oldenburg

• Chairman of the Supervisory Board of OSCAR AG, Rügen

Otto Korte, Oldenburg (from February 9, 2007)
Partner of lawyers’ office Korte Dierkes Künnemann & Partner, Oldenburg

• Member of the Supervisory Board of CEWE COLOR Holding AG, Oldenburg

• Member of the board of trustees of Neumüller CEWE COLOR Stiftung, Oldenburg

*) Group mandate
**) Membership in the Supervisory Bodies of comparable German and foreign businesses.

Managing Board

Dr. Rolf Hollander, Oldenburg

• Chairman of the Managing Board of Neumüller CEWE COLOR Foundation

• Member of the Supervisory Board of CEWE COLOR S.A.S., Paris / Frankreich *) **)

Andreas F.L. Heydemann, Bad Zwischenahn

• Member of the Supervisory Board of CEWE COLOR S.A.S, Paris / France *) **)

• Member of the Board of Directors of CEWE COLOR Belgium N.V., Kontich / Belgium *) **)

• Member of the Supervisory Board of Rainbow Color BVBA, Kontich / Belgium *) **)

• Member of the Board of Directors of CEWE COLOR Fotoservice AG, Dübendorf,

Zurich/ Switzerland *) **)

• Member of the Board of Directors of Zweite CEWE COLOR Beteiligungs AG,

Dübendorf, Zurich / Switzerland *) **)

• Member of the Supervisory Board of CEWE COLOR Danmark A/S, SkØdstrup/Denmark *) **)

• Member of the Supervisory Board of Japan Photo Holding Norge AS, Oslo /Norway *) **)

• Member of the Supervisory Board of Japan Photo Sverige AB, Göteborg/ Sweden *) **)

• Member of the Supervisory Board of Japan Photo Danmark A/S, SkØdstrup/Denmark *) **)

Wulf-D. Schmidt-Sacht, Oldenburg (until December 31, 2006)

• Member of the Supervisory Board of CEWE COLOR a.s., Prague/ Czech Republic *) **)

Michael Wefers, Oldenburg (until December 31, 2006)
no mandates

Dr. Reiner Fageth, Oldenburg (from January 1, 2007)

• Member of the Supervisory Board of CEWE COLOR a.s. Prague/ Czech Republic *) **)

*) Group mandate
**) Membership in the Supervisory Bodies of comparable German and foreign businesses

Total remuneration for members of the Managing Board of CEWE COLOR Holding AG, Oldenburg for fiscal year 2006 for fulfilling their tasks in the parent company and the subsidiaries totaled 1.271 million euros (previous year: 1.338 million euros) for active members, and 254 thousand euros (previous year: 319 thousand euros) for former members. The Managing Board’s shareholdings on December 31, 2006 totaled 11,000 no-par value shares (previous year: 11,100 euros no-par value shares). The members of the Managing Board also held a total of 36,000 options (previous year: 36,000 options).

During fiscal year 2006, variable remuneration totaled 369 thousand euros (previous year: 478 thousand euros), and was thus linked to the consolidated operating results in the amount of 29.0 % (previous year: 35.0 %). In the previous year, variable remuneration comprised 187 thousand euros from compensation from Stock Option Plan II, the remainder (281 thousand euros) was linked to the consolidated operating results. The fair value per option within the meaning of IFRS 2.10 et seq. totaled 15.04 euros for the Managing Board members on the date the options were granted. The proportionate distribution of the fair value of the existing options over the respective lock-up periods results in additional personnel expenses of 90.2 thousand euros per Managing Board member, or a total of 271 thousand euros (previous year: 68 thousand euros). For individual details of the personnel expenses please refer to page 67.

The total remuneration of the Supervisory Board totaled 104.6 thousand euros (previous year: 64.6 thousand euro in fiscal year 2006. This comprised fixed remuneration totaling 27.0 thousand euros (previous year: 27.0 thousand euros), meeting expenses of 13.5 thousand euros (previous year: 14.0 thousand euros) and additional remuneration depending on the resolved dividend of 64.1 thousand euros (previous year: 23.6 thousand euros). As of December 31, 2006, members of the Supervisory Board held a total of 25,000 no-par value shares (previous year: 25,000 no-par value shares) and no options (previous year: 0 options).

Consulting and brokerage services and other personal services by members of the Supervisory Board were provided in the amount of 18.8 thousand euros (previous year: 68.5 thousand euros).

There are no receivables from loans from members of the Managing Board or the Supervisory Board, neither were any liabilities entered into for this group of persons.

60. Proposal for theappropriation of net profits

The net profits of CEWE COLOR Holding AG totaled 6.587,572.39 euros after the appropriation of 500,000 euros to revenue reserves. The Supervisory and Managing Boards make the following proposal to the general Meeting:

• that a dividend of 1.20 euros be disbursed per no-par value share, or 6,228,529.20 euros.
  

• carryforward to new account of 358,983.19 euros.

The above proposal for the appropriation of net profits takes into account the fact that the company holds 209,529 treasury shares with a proportionate interest in the share capital of 544,775.40 euros that do not carry dividend rights. If the number of shares carrying dividend rights change after the date on which the invitation to the general Meeting is published and before the date of the general Meeting, a correspondingly modified proposal will be submitted to the general Meeting, i.e., the theoretical amount due to the no-par value shares without dividend rights on the date of the general Meeting is carried forward to new account in each case.

61. Declaration concerning the German Corporate Governance Code

The declaration of conformity with the German Corporate Governance Code required according to Section 161 of the AktG was issued by the Managing and Supervisory Boards and made available to shareholders via the Internet.

Oldenburg, February 23, 2007