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Nordic LandAnnual Report & Accounts 2009

Nordic Land

contents03highlights05chairman’sstatement07managingdirector’sreview15directors16lathemanagementteam17directors’report21corporategovernance

27statementofdirectors’responsibilities

29 independentauditors’report30consolidatedincomestatement31consolidatedandcompanybalancesheets

32 consolidatedandcompanycashflowstatements

33 consolidatedandcompanystatementsofchangesinequity

34notestothefinancialstatements51noticeofannualgeneralmeeting55shareholderinformation57advisers’details

Norway

Finland

Estonia

Latvia

Lithuania

Denmark

Poland Belarus

SWEDEN

Stockholm

Helsinki

Riga

Tallinn

Warsaw

Berlin

Germany

Vilnius

Minsk

Russia

Russia

MalmoCopenhagen

Oslo

Gothenburg

Nordic Region

Helsingborg

Borlänge

Malmo

Gothenburg

Stockholm

Copenhagen

Oslo

SWEDEN

Location of Swedish Retail Portfolio: Borlange and Helsingborg

0 2 h i g h l i g h t s Nordic Land

terminalen 1, helsingborg

w w w . n o r d i c l a n d . c o m a n n u a l r e p o r t & a c c o u n t s 2 0 0 9 0 3

highlights

Nordic Land plc is a Jersey-registered, property investment company established in April 2007 to invest principally in retail real estate in the

Nordic Region, including Sweden, Norway and Finland. The Manager is Lathe Investments (Nordic) LLP.

The Company’s investment objective is to provide shareholders with attractive total returns over the medium to long term through dividends and

increases in net asset value.

The Company’s shares are traded on the AIM market of the London Stock Exchange.

operational highlights

Helsingborg: Borlänge: Sicklaön:

19,500 m² 10,000 m² 3,400 m² 103 tenancies 14 tenancies 6 tenancies

Highlights include:• upwardrentindexationof4%forallthepropertiesinJanuary2009

• increasingrentalincomeatHelsingborgthroughlettingvacantspace,increasingmallincomeandimprovingcostrecoveryfromtenants

• advancementofvaluabledevelopmentopportunitiesatHelsingborgwiththesupportofthelocalMunicipality

• planningpermissiongranted,pre-letsecuredandconstructionstarted,foranew1,130m2 unit at Borlänge

• 100%occupancyachievedintheofficeaccommodationinBorlänge

introduction

financial highlightsValue of Property Portfolio:

£64.2 m

(2008: £67.9 m)

EPRA NAV per share – basic and diluted:

£0.91

(2008: £1.17)


0 4 c h a i r m a n ’ s s t a t e m e n t Nordic Land



chairman’s statement

I am pleased to present the results for your Company for the year

ended 31 March 2009.

Despite the worst economic conditions seen for many years, the Nordic

realestatemarketshaveperformedsignificantlybetterthanmanyother

countries, and, in particular, the UK.

Nordic Land remains the only AIM-listed company exclusively investing in

commercial real estate in the Nordic region and thus offers its investors a

unique exposure to a market that is performing relatively well, compared

to other countries, and offers attractive opportunities going forward.

Property valuationsThe value of our portfolio has decreased by some 4.9% to SEK 761

million (£64.2 million) from SEK 800 million (£67.9 million) at 31 March

2008. The Company has benefitted from the relatively defensive

nature of the Nordic property markets, from the performance of

the Nordic economies during this recessionary period, and from

the results achieved by your Manager’s active asset management.

Details of the successful programmes implemented to add value,

particularly at Terminalen 1 in Helsingborg and Lackeraren 3 in

Borlänge, are outlined in the Managing Director’s Review.

As a result, although the EPRA NAV per share of the Company has

decreasedovertheperiodbysome22%to£0.91pershare(2008:£1.17

pershare),itisstillabovetheEPRANAVof£0.90pershareatthedate

of admission to AIM. In the light of global economic conditions and real

estate markets around the world this is a satisfactory performance.

Share priceThe Company’s share price does not reflect the Company’s

performance or the asset value behind the shares. Sentiment

towards the real estate sector has been poor, reflecting concerns

over both the impact of economic conditions on the direction of

commercial property values and refinancing risk. This has been

further compounded in the case of your Company by the lack of

liquidity in its shares.

However, your Board considers that the Swedish real estate sector has

intrinsic defensive qualities in general, as has the Nordic Land portfolio

specifically(asoutlinedinthisreport),andwouldexpectanypositive

changes in sentiment towards the sector as a whole to result in a

narrowing of the discount of the share price to NAV. The Board also

takes some comfort from the fact that the Group’s borrowings,

which are all secured on the Group’s properties, are operating within

bank covenants. None are repayable until 2012, with an option to

extendforafurtheryear,andallareonafixed-interestbasis,witha

weighted-average,all-ininterestrateof5.45%perannum.

Your Board is working closely with the Company’s brokers to introduce

new shareholders and to examine other ways to improve liquidity in the

Company’s shares.

DividendIn line with the statement made at the time of admission to

AIM in 2007, no dividend has been declared.

OutlookThe retail property market in Sweden continues to offer

an attractive combination of low rents and relatively robust

retail sales. Your Board will, therefore, continue to focus on

further building our investment platform in Sweden when

the timing is right.

Inevitably, the Nordic economies are not totally immune to the

effectsofthefinancialcrisesafflictingworldeconomies.Inparticular,

the Swedish banking market is continuing to show signs of strain,

particularly regarding the banks’ exposure to the economies of the

Baltic countries, and this is reducing their appetite for lending for

eitherrefinancingexistingtransactionsorfinancingnewacquisitions.

Notwithstanding this, your Company has continued to show progress

in very challenging conditions, which bodes well for the Company’s

future, particularly when the markets improve.

As we reported last year, pending recovery of the capital markets,

expansion of the business is most likely to be achieved by way of joint

venturingwithfinancialpartnersorthroughamergerwithorthe

acquisition of other investment vehicles.

I would like to thank the management team and the Group’s

professional advisers for their considerable efforts in producing these

results despite the poor economic conditions.

Ray HorneyChairman

7 July 2009

0 6 m a n a g i n g d i r e c t o r ’ s r e v i e w Nordic Land



managing director’s review

the nordic property marketSweden’s economy has not been immune to the effects of the global

economic crisis but has fared well relative to many other European

countries. It experienced negative GDP growth of 0.2% in 2008.

TheNationalInstituteofEconomicResearchforecastsafallof3.9%

in2009andarecoveryof0.9%in2010.Incomparisontotherestof

Europe, Sweden is forecast to have a somewhat higher than average

growth than the EU area in 2009.

Retail sales performed better than many EU countries and increased by

3.4%during2008.However,consumersarenowmorecautious,given

the weaker labour markets, and growth is now expected to be much

lowerin2009,growingonlybyaforecast1%.Demandfromretailers

for new space has decreased, if not halted, and proposed new retail

property developments have largely been put on hold.

Swedish banks are lending, albeit cautiously, having had to manage a

large exposure to the Baltic countries.

Investmentactivityin2008wasslightlydownatSEK103billionforall

property.Shoppingcentresaccountedforapproximately12%ofthe

totalretailinvestmenttransactionvolume,downfrom66%in2007.

Retailwarehousesaccountedforapproximately78%.

This year the investment market has been very subdued, largely

because of limited access to funding and property owners not wishing

to be perceived as distressed sellers.

AsintheUK,thesignificantshiftineconomicandproperty

fundamentals creates opportunities for opportunistic buyers.

our business modelWe focus on multi-let investment properties with a strong retail

element. This forms the basis of our strategy of seeking to add

value whilst having a well-spread mix of tenants.

The Company’s acquisition process is stringent and based on local

knowledge. For each property, and further development thereof,

detailed business plans are prepared to manage risk and to add real

value through both development and asset management.

Acquisitionfinancingiscarefullystructuredtoprovidesufficient

headroom to operate within loan covenants. Protection against future

interest-ratemovementsisachievedbyfixed-ratefunding,which,

inturn,matchesthetimingofthecontractedincomeflowsfrom

occupational leases.

NordicLand’sfinancialcontrolsareequallyrigorousanddetailed

working capital forecasts are maintained to assist in the planning of

property acquisitions and subsequent developments.

As far as property operations are concerned, we engage local Swedish

property professionals, experienced in the real estate markets, to advise

us on our investment and asset management strategy. The Board

includesaSwedishpropertyprofessional,OlleArnoldsson,andoffices

are maintained in Gothenburg.

Day-to-day property management and leasing is now contracted to DTZ,

withofficesthroughoutSweden,withwhomtheGroupandtheManager

have long-standing relationships.

The Board meets quarterly to review the Manager’s comprehensive

management reports and to make further decisions thereon.



managing director’s review ... continued

property reviewEach of the Group’s properties provides a range of profitable asset

management and development opportunities, which we expect to

convert into increases in cashflow and net asset value per share.

Theportfolioiscurrentlywellsecuredon102tenants,ofwhich73%are

municipalities and national multiples, including market leaders such as

Willy:s, Rusta, Scandlines, Sportex, Espresso House, Expert and McDonalds.

The quality and size of the tenant base is important to us in terms of

adiversifiedcashflowaswellasopeningupmultipleprospectsfor

adding value on lease renewals.

Retail leases in Sweden are typically fairly short, at between three

and five years, although terms may be longer (up to ten years),

particularly on new lettings of larger retail boxes. It is commonplace

for retailers to have the right to renew their leases. Rents are

annually indexed to the Consumer Price Index.

Nordic Land’s assets comprise Terminalen 1 in Helsingborg, which is

a regionally-important, mixed-use, retail and transport hub serving

the west coast of Sweden and Denmark, a prime-located retail park in

Borlänge with additional development opportunities and a multi-let

retailpropertyinanaffluentpartofGreaterStockholm.

Terminalen 1, Helsingborg

This long-leasehold interest was acquired in May 2007 for SEK

540 million (excluding purchase costs) to reflect an initial yield

of 5.7% at purchase.

Helsingborg is a major port city in south-west Sweden, opposite

Denmark. The property itself is in central Helsingborg, unique for the

area’s transportation systems, serving rail, road, ferry and bus routes,

andinaprimeofficelocation.

The building was constructed in 1991 and is the region’s central

transport terminal.

It comprises the terminal area (which provides ticket sales, waiting halls

and a passenger link to the main Sweden to Denmark ferry terminal), a

shoppingcentrewithanumberofrestaurantsabove,andofficesinthe

5-6 levels above. The total lettable area is some 19,500 m2.

Underneath the building are the main, west-coast-line, railway station

and the town’s main bus terminal, both of which the Group owns.

The property has both a multi-storey, roof-top, car park (303 spaces)

andasurfaceroof-topcarpark(399spaces),whichbenefitfrombeing

directly adjacent to the ferry and train terminals and which together

provide a strong income stream.

Intotaltherearecurrentlysome87tenants.

The South Harbour area, directly to the south of the property, is to be

redeveloped into a major ‘docklands-style’ development (called H+),

comprising 1,000,000 m2 of land to cater for living, working, studying

and leisure facilities. This project has been subject to an international

tenderandfiveteamshavebeenselectedtosubmittheirproposals

in 2009. In addition to the H+ project, the railway will in the future be

underground and thus further enhance the quality of the area. The

construction of the railway tunnel is estimated to start in early 2012,

for completion in 2017. These projects would further improve the

locationaroundthebuildingandbenefittheproperty.Terminalenis

the ‘gateway’ property by virtue of its location and hosting of the major

transport links and thus gives Nordic Land the opportunity to become

involved in the development of this area.

We are particularly encouraged by our ongoing meetings with

officials of the Municipality and its efforts to make a positive

contribution to the H+ scheme.

Weareinthefinalstagesofinstallingsomeenergy-efficientequipment

toachievesignificantcostsavingsaswellasimplementinganenergy-

saving programme, and are already seeing an increase in net operating

income. In due course this will enhance the property valuation.

We have let our previously-vacant space to new tenants so as to increase

income, and there is further under-utilised or vacant space at the

property which has now been made ready for leasing. The leasing team,

led by DTZ, has been strengthened with the appointment of a local

experienced agent who has excellent knowledge of the local market.

We have completed plans with our architects for a new, vibrant,

restaurantareaatfirstfloorlevel,and,potentially,newofficesabove.

In parallel with the ongoing discussions with the Municipality regarding

theapprovalandplanningprocess,thefirststageoftherefurbishment

is now in hand, involving the upgrading of all lifts and, later in the year,

the replacement and repositioning of escalators leading to core areas.

Rentrecoverylevelsareverystrongandtherearenosignificant

arrears or bad debts.

Lackeraren 3, Borlänge

This freehold interest was acquired in May 2007 for SEK 140

million (excluding purchase costs) to reflect an initial yield


Borlänge is a major regional town 120 km to the north west of

Stockholm with large corporate employers and a strong local economy.

The property itself is located next to the regionally-dominant Kupolen

Shopping Centre.

The property comprises a prime, retail-warehouse park and two small,

free-standingofficebuildings,allofsome10,000m2, plus a 327-space

surface car park and extensive servicing areas. The income is well

secured by major national retailers including Willy:s and Rusta.

Over the last 12 months we have secured a building permit to build

a new 1,130 m2 unit, acquired additional land so as to meet car park

standards for more space on site, and signed a pre-let with a national


retailer, Expert. The construction of the additional retail unit is well

underway and in line with budget and schedule. The new tenant, which

will take occupation in August 2009, will further enhance the quality of

the tenant mix at the property. We expect the remaining development

profittobeincludedinthenextvaluationinSeptemberwhentheproject

will have been completed.

We are currently in discussions with the Municipality to secure for the

Groupthepossibilityforfurtherextensionoftheretailandofficeareas

and to potentially acquire land adjacent to our existing property in order

to enlarge the car park areas.

The property is now fully let and there are no arrears or bad debts.

Sicklaön 117, Nacka, Stockholm

This freehold interest was acquired in September 2007 for SEK

64 million (excluding purchase costs) to reflect an initial yield


The property is well-located in the Sickla shopping quarter which, as

the main retail location for the Nacka community, generates some of

the highest sales per square metre in Sweden. This area is amongst the

mostaffluentregionsinSweden,featuringhighpercapitaincomeand

strong population growth.

Theimmediatelocationbenefitsfromrecentandsubstantial

improvements to local infrastructure. New retail developments and car

parking facilities have recently been completed adjacent to the building,

and a new road connection is being planned.

The property comprises 3,400 m2ofretail,storageandoffice

accommodation in one building, predominantly let to national multiple

retailers, plus a villa and land for re-development.

We have a number of asset-management initiatives in hand, including

improvement to the retail elements and a property-cost reduction

programme so as to increase net operating income.

The property currently has one small vacant area which is being

marketed. There are no arrears or bad debts.

valuations As at 31 March 2009, the value of the Group’s property portfolio

had decreased by some £3.7 million to £64.2 million, compared to

the value at 31 March 2008 of £67.9 million.

This follows the completion of its formal year-end valuation, which

was carried out by DTZ, in accordance with the Appraisal and

Valuation Standards of RICS:

Note:SEK:GBPexchangeratewas11.85asat31March2009(11.8asat31March2008).

Property

Helsingborg £m SEK m

Lackeraren £m SEK m

Sicklaön £m SEK m

Total £m SEK m

Blended yield

Valuation as at

31 March 2009

46.4550

13.0154

4.857

64.2 761

6.2%

Valuation as at

31 March 2008

48.8575

13.2155

5.970

67.9800

5.7%

(Decrease)

(2.4)

(25)

(0.2)(1)

(1.1)

(13)

(3.7)

(39)

%

(4.9)

(4.3)

(1.5)(0.6)

(18.6)

(18.6)

(5.4)

(4.9)


managing director’s review ... continued

financial review results

Net rental income for the year was £3.4 million (2008: £2.6

million), representing a full year’s contribution after the

acquisition of the Helsingborg and Borlänge properties in May

2007 and the Sicklaön property in September 2007. Operating loss

for the year was £1.6 million (2008: profit of £3.5 million), after

allowing for administrative expenses of £1.2 million (2008: £1.9

million) and the loss on the revaluation of investment properties

of £3.7 million (2008: gain of £2.9 million).

Lossbeforetaxfortheyearwas£4.5million(2008:profitbeforetaxof

£1.9million),afterallowingforthenetinterestpayableof£2.7million

(2008:£1.9million)andthewritingoffofthefairvalueofderivative

financialinstrumentsof£0.3million(2008:gainof£0.3million).

Thetaxcreditfortheyearwas£0.7million(2008:chargeof

£1.2million),principallyduetothedeferredtaxontherevaluation

of investment properties.

Lossaftertaxfortheyearwastherefore£3.8million(2008:profit

aftertaxof£0.7million).EPRAearningspershare,excludingthe

loss on revaluation of investment properties, the change in fair value

ofderivativefinancialinstrumentsandexceptionalitems,allnetof

attributabletaxation,wasalossof2.6ppershare(2008:lossof6.8p).

dividend

As reported in the Chairman’s Statement, no dividend has been

declared, in line with the statement made by the directors at the

time of Admission.

TheSEKpropertyvaluationshavefallenby4.9%.Thisismainlydueto

valuersmovingyieldsouttoreflectcurrentmarketconditionsinthereal

estate sector; however, a good contribution was made from our asset-

management activities:

- an increase in net operating income at Helsingborg through

letting vacant space, increasing mall income and implementing

energy cost savings

- theachievementof100%occupancyintheoffice

accommodation in Borlänge

- starting construction on the pre-let development at Borlänge

- upwardrentindexationof3.99%forallofthepropertiesinJanuary2009

cash flow

Net cash flows used in operating activities were £1.0 million

(2008: inflow of £1.6 million). After allowing for capital

expenditure on the acquisition and development of investment

properties of £0.5 million (2008: £57.4 million), the net decrease

in cash and cash equivalents for the year was £1.5 million (2008:

increase of £6.3 million). Available cash balances at the year end

were £5.3 million (2008: £6.8 million).

balance sheet

At 31 March 2009 the value of the Group’s property portfolio

was £64.2 million (2008: £67.9 million). After allowing for

foreign exchange losses on retranslation of £0.4 million (2008:

gains of £0.3 million) and capital expenditure incurred during

the year of £0.5 million (2008: £0.1 million), the valuation

deficit was £3.7 million (2008: surplus of £2.9 million).

EPRA net asset value per share was as follows:

EPRA net asset value per share is a property industry measure

which excludes deferred tax relating to the revaluation of investment

propertiesandthefairvalueofderivativefinancialinstrumentsnet

of attributable taxation.

As at As at

31 March 2009 31 March 2008

Basicnetassetvaluepershare £0.84 £1.07

EPRAnetassetvaluepershare £0.91 £1.17


financing As at 31 March 2009 the Group’s net debt totalled £44.4 million (2008:

£43.0 million). The Group’s bank borrowings are all secured on the

Group’s properties and are operating well within bank loan covenants.

The loans are repayable in 2012, with an option to extend for a further

year,andareonafixed-interestbasis,withaweighted-average,all-in

interestrateof5.45%perannum.

Attheyearendthenetdebt/propertygearingratiowas69.1%(2008:63.4%).

The loans to acquire the properties were originally provided by Lehman

BrothersBankhausAG(‘Lehman’).On23May2008theloanswere

transferred to a commercial-mortgage-backed-securities (‘CMBS’)

vehicle, Excalibur Funding No 1 PLC (‘Excalibur’), set up by Lehman to

be the lender of a portfolio of loans. Excalibur took over all the rights

and obligations under the Lehman loan agreement, including the capital

expenditurecommitmentfacilityofSEK110million(£9.3million).

The loan agreement states that Nordic Land pays interest to Excalibur

onafixed-interestbasis.TheGroupdoesnothaveanyfloating-rate

obligations under the terms of the loan. Lehman previously advised

thatNordicLandbenefittedfrommovementsininterestratesinrelation

totheunderlyingderivativefinancialinstrumentsputinplacewithin

the Lehman group of companies (and thus subsequently Excalibur)

toachievethefixedinterestratesonourloans.Weaccountedforthe

valueofthesederivativefinancialinstrumentsintheBalanceSheeton

the advice of Lehman. However, since the loans were transferred to

Excalibur, we have been advised that there are no underlying derivative

financialinstrumentswithinExcaliburtowhichNordicLandisaparty

tothederivativecontract.Hencethevalueofthederivativefinancial

instruments has been removed from the Balance Sheet.

The loans have been accounted for at amortised cost at the Balance

Sheet date, in accordance with IFRS, and the fair value is disclosed in the

notes to the accounts (note 16). Nordic Land’s only obligation is to pay

interestatfixedratesandrepayloansatparvalueatmaturity.

Loan covenant compliance at 31 March 2009 is as follows:

outlook The Board, together with the Manager and the Company’s

advisers, regularly reviews the potential opportunities

available to the Company regarding raising capital and

pursuing strategic investment actions with the aim of growing

the Company and maximising returns to shareholders. To date

these have been limited because of the effective closure of

the equity capital markets for companies of our size, and the

limited bank funding available.

Given the current global economic environment, and the reduction in

available bank and equity funding, we are concentrating our resources,

in the short-term, on maximising the asset management potential of our

existing properties.

Overall,wearesatisfiedwithourprogresstodateandlookforwardto

confidencereturningtothecapitalmarkets.

Ian KnightManaging Director

There are no covenants in relation to ongoing compliance with,

and monitoring of, loan to value percentages, except in relation to

drawdowns under the capital expenditure loan facility.

All loans are therefore performing within covenant.

As stated above, Excalibur took over the commitment to provide a capital

expenditureloanfacilityofsome£9.3million(2008:£9.3million).Wehad

intended to use this facility to fund part of the costs for the development

project at Borlänge and have submitted a drawdown notice to Excalibur

to receive the funds. To date we have not received either the funds or

confirmationthatthefacilityexists.Thereforethereissomedoubtasto

whether we will receive the funds. Until such time that either the funds

arereceivedorwereceiveconfirmationthatthefacilityexists,wewill

continue to use our existing cash resources. We will also seek to either

refinancetheexistingloansorraiseadditionalbankfundingasrequired.

The Manager routinely prepares working capital forecasts as part of

its operational activities and its regular reporting to the Board, and

monitors the effect of changing assumptions on the forecasts and loan

covenant compliance.

Property

Helsingborg

Lackeraren

Sicklaön

Combined – actual

Loan covenant

Interest cover

128%

150%

127%

132%

115%

Nordic Land1 2


1 4 d i r e c t o r s Nordic Land



directors

All of the above Directors except for Ian Knight and Olle Arnoldsson

are non-executive.

* Member of the Audit Committee

chairman*Ray Horney (age 73) Ray has been the Chairman

of the Company since launch.

He founded Rayford Supreme

Holdings plc, a UK retail group

listed on the London Stock

Exchange,in1983,whichwas

acquired by Harris Queensway

plcinanagreedtakeoverin1985.

He became chairman of St. James Beach Hotels, a group of three hotels

inBarbados,in1989,whichwaslistedontheLondonandBarbados

Stock Exchanges in 1994.

He took on the added responsibility of managing director in 1995 and

the group was then purchased by Elegant Hotels in an agreed takeover

in 1997. Ray is also chairman of Real Estate Opportunities plc, REO

Securities Limited and China Real Estate Opportunities plc (CREO).

All except for CREO are listed on the main market of the London Stock

Exchange. CREO is listed on the London Alternative Investment Market

(AIM). He is vice chairman of Sandyport Development Co. Limited,

a private property company in Nassau, Bahamas and chairman of Redleaf

(Iberia) Limited. He is also Chairman of Havenview Investments Limited

and Castle Market Holdings Limited.

Ian Knight (age 55)Ian is the founder and managing

director of Lathe Investments

Limited which was established in

1996. He is managing partner of

Lathe Investments (UK) LLP, the

manager of the Redleaf Shopping

Centre funds, and managing partner

of Lathe Investments (Nordic) LLP,

the Manager of Nordic Land plc.

Between 1991 and 1996 he was a partner of Knight Frank LLP, a director

of Knight Frank Corporate Finance Limited, which was responsible for

FSAregulatedinvestmentbusiness,andthefirm’spropertyreceiver

on behalf of many major bank and institutional clients, operating in

theUKandcontinentalEurope.Ianpreviouslyspentfiveyearswiththe

Scandinavian bank, Nordea, based in London.

Ian is a Fellow of The Securities Institute and an Associate of the

Chartered Institute of Bankers.

Richard Thomas (age 59)Richard is a partner at Ogier and

a Jersey Advocate. He is Chairman

of the Jersey Funds Association

and a director of a number of

investment fund companies.

Olle Arnoldsson (age 65)OlleheadsuptheSwedishoffice

of the Company. He has over 35

years of property development

experience within the Swedish real

estate market, the rest of Europe

and the Middle East. He also

works in direct partnership with

a number of local-government

bodies in Sweden.

*Philip Jenkinson (age 58)Philip was called to the French

Barin1985andiscurrently

managing partner of Triplet &

Associés, a French Law practice

specialising not only in French

Corporate and M & A matters but

also in Real Property in France.

Prior to being called to the French

Bar, he spent six years as Vice

Consul (Commercial) as a British

Consulate General overseas and before that worked in industry for seven

years with Italian, Dutch and UK corporations. He is also a director of Real

Estate Opportunities plc and REO Securities Limited.

* Keith Jenkins (age 66)Keith was managing partner of

KPMG Jersey from 1975 to 1997,

specialising in audit and advisory

servicestothefinancialservices

sector. He was a council member

and treasurer of the Jersey

Chamber of Commerce and was

a former appointee of the States

of Jersey Finance and Economics

Committee to the Jersey Child

Care Trust. He is also a director of Real Estate Opportunities plc and REO

Securities Limited. He is Chairman of the Audit Committee.

1 6 d i r e c t o r s ’ r e p o r t Nordic Land

directors ... continued

lathe management team

Richard Tanner (age 43)

Richard is primarily responsible

forallfinancialmattersrelating

to the management, structuring

and development of the Redleaf

Shopping Centre funds and

Nordic Land. He assists Ian with

the management of investor

and bank relations, and the

management of Lathe. Richard

joined Lathe in April 2004. Prior to joining, Richard was Finance Director

of The Milton Group, a private property company and, before that,

Group Accountant at Brixton plc, a FTSE250 property company. Prior to

this,RichardqualifiedatKPMG.Hehasextensiveexperienceinfunding,

financialreporting,taxationandtreasurymatters.RichardisaFellow

of the Securities Institute and a Fellow of the Institute of Chartered

Accountants in England and Wales.

Ian Knight (age 55)Ian is the founder and managing

director of Lathe Investments

Limited which was established in

1996. He is managing partner of

Lathe Investments (UK) LLP, the

manager of the Redleaf Shopping

Centre funds, and managing partner

of Lathe Investments (Nordic) LLP,

the Manager of Nordic Land plc.

Between 1991 and 1996 he was a partner of Knight Frank LLP, a director

of Knight Frank Corporate Finance Limited, which was responsible for

FSAregulatedinvestmentbusiness,andthefirm’spropertyreceiver

on behalf of many major bank and institutional clients, operating in

theUKandcontinentalEurope.Ianpreviouslyspentfiveyearswiththe

Scandinavian bank, Nordea, based in London.

Ian is a Fellow of The Securities Institute and an Associate of the

Chartered Institute of Bankers.


directors’ report

The Directors present their report on the affairs of the

Company, together with the audited financial statements

for the year ended 31 March 2009.

principal activities and business review The principal business of the Group, being the Company and

its subsidiary undertakings, is to invest in retail property in

the Nordic Region.

A review of the Company’s activities is given in the Chairman’s

Statement and Managing Director’s Review.

status The Company was incorporated in Jersey on 3 April 2007.

Following a change in the Companies (Jersey) Law 1991 (as amended)

during2008,shareholderconsentwasobtainedinSeptember2008to

change the name to Nordic Land plc.

The Company was approved as a listed fund under the Jersey Listed

Fund Guide in July 2007. It is a closed ended collective investment

fund,asdefinedintheCollectiveInvestmentFunds(Jersey)Law1988,

as amended, and the subordinate legislation made thereunder. The

Company and its Jersey subsidiary have applied for international service

entity status under the Goods and Services Tax (International Service

Entities)(Jersey)Regulations2008inrespectoftheyears2008and

2009. Goods and Services Tax was introduced with effect from 6 May

2008.IthasbeengrantedexemptstatusunderArticle123Aofthe

IncomeTax(Jersey)Law1961inrespectof2008.Witheffectfrom

1 January 2009 the Company and its Jersey subsidiary moved to a

0%rateofincometax,followingtheabolitionofexemptcompany

status. The Company is registered in Jersey under number 97055.

Ordinary shares are not eligible for inclusion in a general PEP if

acquired in the market using funds contained within the PEP.

The Ordinary shares are not qualifying investments for the stocks

and shares component of an ISA.

results and dividends The financial results for the year ended 31 March 2009 are shown

in the Consolidated Income Statement on page 30.

As set out in the Admission Document, it is the Company’s objective to

generate returns to shareholders through dividends and increases in its

net asset value. When and if the Company reaches a gross asset value of

£200million,theDirectorsaretargetingadividendyieldof5percent.

calculated by reference to the Placing Price.

It is intended that, at some stage, an application will be made to the Jersey

Courts to cancel all or substantially all of the share premium account

arising from the current issued share capital, subject to the passing of

a special resolution by the shareholders. The reserve created by the

cancellation will, if approved by the court, be available for distribution to

shareholders, should the Directors consider it appropriate.

directorsThe Directors of the Company are shown with brief biographical

details on page 15.

In accordance with the Articles of Association, Keith Jenkins and Richard

Thomas will offer themselves for re-election at the Annual General Meeting.

No Director, other than Olle Arnoldsson, has a service contract with

the Company.

IanKnightisaDirectorandhasa50%interestinLatheInvestments

(Nordic) LLP (‘Lathe’). Lathe has an agreement to provide investment

management services in respect of the Property Portfolio. The terms

ofthisagreementaredisclosedinnote21tothefinancialstatements.

1 8 d i r e c t o r s ’ r e p o r t Nordic Land

directors’ report... continued

The Directors who held office at the year end and their

beneficial interests in the Ordinary shares at 31 March 2009

are shown below:

substantial interests The Board has been advised that the following shareholders

owned 3% or more of the issued Ordinary share capital of the

Company as at 7 July 2009:

The options have an exercise price of 106 p.

* Exercisable from 6 September 2009 and the last day on which the

options may be exercised is 5 September 2017.

** Exercisable from 27 March 2010 and the last day on which the options

maybeexercisedis26March2018.

1 The Ordinary shares in which Ray Horney is interested are held by

Barclays Wealth Trustees (Guernsey) Limited. Barclays Wealth Trustees

Limited acts as Trustee of certain trusts under which Ray Horney and/

ormembersofhisfamilyarebeneficiaries.

Name

Moore Macro Fund LP

R Y F Horney 1987Settlement

Guernroy Limited

Cazenove Capital Management Limited

Lynchwood Nominees Limited

VP Bank

Mr Rashed Abdulaziz Al-Rashed

Number of

Ordinary

shares held

5,250,000

2,100,000

2,100,000

1,210,000

1,050,000

775,000

735,000

% held

26.4

10.6

10.6

6.1

5.3

3.9

3.7

R Y F Horney1

I R Knight

K A Jenkins

J P Jenkinson

R W Thomas

O H Arnoldsson

Ordinary shares

2,100,000

563,162

34,000

-

-

-

Number of

share options

*124,714

*124,714

*14,930

-

-

**23,984

As at 31 March 2009

share buy-backs The Company will be seeking authority to make market purchases of

upto14.99%ofitsissuedOrdinarysharesatthisyear’sAGM,notice

of which is set out on pages 51 and 52. This authority will only be

exercised on terms that are in the interests of shareholders.

financial statementsTheDirectors’responsibilitiesregardingthefinancialstatementsand

safeguarding of assets are set out on page 27.


report of the audit committeeThe Audit Committee is responsible to the Board for reviewing each

aspectofthefinancialreportingprocess;thesystemsofinternalcontrol

andmanagementoffinancialrisks,theauditprocess,relationshipswith

external auditors, the Company’s processes for monitoring compliance

with laws and regulations, its code of business conduct and for making

recommendations to the Board.

TheGroup’sinternalfinancialcontrolsandriskmanagementsystems

have been reviewed with the Manager against risk parameters

approved by the Board.

The audit plan and timetable is drawn up and agreed with the Company’s

Auditorsinadvanceofthefinancialyear-end.Atthisstage,mattersfor

audit focus are discussed and agreed. These matters are given particular

attention during the audit process and, among other matters, are

reported on by the Auditors in their report to the Committee. This report

is considered by the Committee and discussed with the Auditors and the

Managerpriortoapprovingandsigningthefinancialstatements.

The Committee has reviewed the financial statements for the

year ended 31 March 2009 with the Manager and Auditors at the

conclusion of the audit process.

The Committee recommended approval by the Board of a group audit fee

of£33,000(2008:£30,000).Non-auditworkundertakenonbehalfofthe

Company by the Auditors mainly comprised of work in connection with

tax advice. Details of these fees are shown in note 5 on page 37.

The Committee has considered the independence of the Auditors and

issatisfiedwiththeconfirmationprovidedbytheAuditorsastothe

adequacy of safeguards in place to maintain their independence.

terms of appointmentThe Company’s management agreement will be considered annually

bytheBoard.TheBoardispleasedtoconfirmthatitissatisfiedwith

the current performance and current terms of appointment of Lathe

Investments (Nordic) LLP.

going concernTheDirectorshavereviewedthecashflowforecasts,theeffectof

changing assumptions, and loan covenant compliance, of the Group

forthenexttwelvemonthsandaresatisfiedthattheunderlying

assumptions of the forecasts are appropriate.

Theconsolidatedfinancialstatementshavebeenpreparedonagoing

concern basis which assumes the Group will be able to meet its liabilities

as they fall due. The Group’s working capital forecasts show that the

Grouphassufficientcashresourcestomeetitsfundingrequirements

over the next 12 months.

After making enquiries, the Directors have a reasonable expectation that

the Group has adequate resources to continue in operational existence

for the foreseeable future. For this reason, they continue to adopt the

goingconcernbasisinpreparingtheconsolidatedfinancialstatements.

creditor payment policyThe Company’s policy is to pay trade creditors on dates of settlement

and all other creditors are normally paid within 30 days or in accordance

with contracted terms.

Whiteley Chambers

Don Street

St Helier

Jersey

JE4 9WG

7 July 2009

By order of the Board

Ogier Fund Administration (Jersey) Limited

Administrator and Company Secretary


2 0 c o r p o r a t e g o v e r n a n c e Nordic Land



corporate governance

introduction It is the policy of the Company to comply with current best practice

in UK corporate governance to the extent appropriate for a

company of its size and the policy of the Jersey Financial Services

Commission in relation to listed funds. The Directors are committed

to maintaining the highest standards of corporate governance.

The Directors believe that, during the period under review, they have

complied with the provisions of the 2006 FRC Combined Code (‘the

Code’), insofar as they are relevant to the Company’s business, save in

respect of those matters explained in the following sections.

directors and the board the board

The Board comprises six Directors, all of whom are non-executive

except for Ian Knight and Olle Arnoldsson.

Ray Horney is the Chairman of the Company and Ian Knight is the

Managing Director. Five of the Directors (and therefore a majority

of the Board) are independent of the Manager.

From their biographies on page 15 it will be seen that the Board has

a breadth of experience relevant to the Company’s business.

The Manager and the Administrator ensure that the Directors have

timelyaccesstoallrelevantmanagement,financialandregulatory

information to enable informed decisions to be made. The Board meets

at least four times a year and additional meetings are arranged as

and when necessary. Between these formal meetings there is regular

contact with the Manager and the Administrator. The Directors also have

access to the advice and service of, in the furtherance of their duties,

independent professional advice at the expense of the Group.

Board meetings follow a formal agenda, which includes a review

of the investment portfolio with reports from the Manager and the

Administrator on the current investment position and outlook; strategic

direction; cash management; revenue forecasts; corporate governance;

marketing and shareholder relations.

It is the responsibility of the Board to carry out a review of the

Company’s corporate governance procedures. During the period the

Board has adopted documentation as detailed below as part of its

review of corporate governance procedures:

• mattersreservedfortheBoard

• termsofreferencefortheAuditCommittee

• sharedealingpolicyforpersonsdischargingmanagerialresponsibility

meetings and committee membership

During the year the Board met five times.

Details of Board meeting attendance, committee membership and

committee meeting attendance are provided in the table below.

It should be noted that apart from four main Board meetings which are

held in Jersey each year, a number of smaller meetings are held to deal

with individual transactions and these generally are attended by the

Jersey resident directors only.

director independence

The Chairman of the Company is Ray Horney, a non-executive,

who is independent of the Manager.

Ian Knight is connected with the Manager and as such may not

be considered as being an independent Director of the Company.

Accordingly, he will not vote on any transactions proposed by the

Manager to the Company or on any matters relating to the Manager

itself. The other Directors are independent of the Manager. For the

purpose of the Combined Code, Olle Arnoldsson is not considered

to be independent due to his service contract with the Company.

The Directors are of the opinion that the Company has been in

compliance with the Code provisions set out in Section 1 of the Combined

Code including provisions set out in Section 1 of the Code that at least half

of the Board should comprise independent non-executive Directors.

The Directors are also of the opinion that the Company has been in

compliance with clause 1.5 of the Jersey Listed Fund Guide in that the majority

of the Board, including the Chairman, must be independent of the Manager.

Number of meetings held in period

Ray HorneyIan KnightKeith JenkinsRichard ThomasPhilip JenkinsonOlle Arnoldsson

Board

5

445544

Audit

Committee

2

2n/a

2n/a

2n/a

2 2 c o r p o r a t e g o v e r n a n c e Nordic Land

corporate governance... continued

directors’ remuneration

The Board does not consider it appropriate to appoint a

Remuneration Committee.

The fees of the Directors of the Company for the year ended

31 March 2009 were as follows:

The fees for R W Thomas are paid to the administrator, Ogier Fund

Administration (Jersey) Limited.

The fees for M C Gurney, S Burgess and R L Inglis, as employees of the

previous administrator, were paid to Mourant & Co Secretaries Limited.

All Directors participate in meetings at which remuneration is

considered and the Articles of Association provide for a maximum

amountof£200,000payableperyear.

performance evaluation

The Directors recognise the importance of the Code particularly

in terms of evaluating the performance of the Board as a whole,

the respective Committees of the Board and individual Directors.

A performance evaluation was carried out during the year.

Performance of the Board, Committees of the Board and individual

DirectorsareassessedagainstpredefinedtargetsandofindividualDirectors

by way of self and peer appraisal using a comprehensive questionnaire,

thefindingsandfeedbackfromwhichwillfacilitatefurtherdiscussion.The

Managing Director will be responsible for the performance evaluation of the

Chairman, taking into account the views of the other Directors.

appointment, re-election and tenure of directors

The Directors do not consider it necessary to appoint a

Nominations Committee and Directors are selected and

appointed by the Board as a whole.

The Board is responsible for reviewing the size and structure of

the Board and the skills of Directors and for the consideration and

approval of any changes.

The Articles of Association provide that one third of the Directors must submit

themselves for re-election on an annual basis and retire by rotation every three

years. In accordance with Article 26 of the Company’s Articles of Association,

Keith Jenkins and Richard Thomas will submit themselves for re-election at

theAnnualGeneralMeeting.TheBoardconfirmsthattheperformanceofall

of the Directors is effective and demonstrates commitment to the role of a

non-executive / executive Director. The Board recommends to shareholders

the approval of resolutions 2 and 3 relating to the Directors seeking re-

election. On being appointed to the Board, Directors are fully briefed as to their

responsibilitiesandarecontinuallyupdatedthroughouttheirtermofoffice

onindustryandregulatorydevelopments.ADirector’snormaltenureofoffice

will be for three terms of three years, except that the Board may determine

otherwise if it is considered that the continued service on the Board of an

individual Director is in the best interests of the Company and its shareholders.

relations with shareholders

Shareholder relations are given high priority by the Board.

The prime medium by which the Company communicates with shareholders

is through the interim and annual reports, which aim to provide shareholders

with a full understanding of the Group’s activities and results. All shareholders

are encouraged to attend the AGM, at which they will have the opportunity to

address questions to the Chairman of the Board and the Chairman of the Audit

Committee. Shareholders wishing to lodge questions in advance of the AGM

are invited to do so, either on the reverse of the proxy card or in writing to the

CompanySecretaryattheRegisteredOfficegivenonpage57.Atothertimes

the Company responds to letters from shareholders on a range of issues.

In accordance with the AIM listing rules, the Company maintains a

website which is updated with information on the Company on a regular

basis. The address of the website can be found on page 49.

R Y F Horney I R KnightK A JenkinsJ P JenkinsonR W ThomasO H Arnoldsson M C GurneyS BurgessR L Inglis

Year ended

31 March 2009

£

20,00015,00015,00015,00010,00015,000

---

90,000

Period ended

31 March 2008

£

20,00015,00012,000

7,7005,200

-4,167 4,1674,167

72,401


audit committeeThe Audit Committee is made up of Keith Jenkins (Chairman),

Ray Horney and Philip Jenkinson.

The terms of reference of the Audit Committee allow it to meet as and

when necessary, but not less than twice a year to:

• reviewtheinternalcontrolsandriskmanagementsystems

• reviewtherequirementforaninternalauditfunction

• reviewtheeffectivenessoftheauditofthefinancialstatementsand

the performance of the auditor

• considerandmakerecommendationstotheBoardinrelationtothe

appointment of the external auditor, the auditors’ independence and

oversee the relationship with the auditor and provision of non-audit services

• reviewthefinancialstatements

• monitortheintegrityofthefinancialstatements

• monitorandobtainassurancesinrelationtothelegallyrequiredstandards

of disclosure, the compliance with accounting standards and the full and

fair observance of the rules of any relevant regulatory authority

The Chairman of the Audit Committee will be present at the AGM to deal

with questions relating to the Annual Report and Accounts.

The Audit Committee has recommended the reappointment of the

current auditors, KPMG Channel Islands Limited, to the Company.

Theyareconsideredtobeanappropriatefirmtoundertakethe

engagement. There are no contractual obligations restricting the

Audit Committee’s choice of auditor. The Audit Committee continues

to monitor the performance of the auditors on an ongoing basis.

Details of the non-audit services provided by the Company’s auditors

aregiveninNote5tothefinancialstatementsonpage37.TheBoard

considers that the provision of these services does not impair the

independence of the auditors.

The Audit Committee considers whether the skills and expertise of the

auditors make them a suitable supplier of any non-audit service and

whether there are safeguards in place to ensure that there is no threat to

objectivity and independence in the conduct of the audit resulting from

the provision of such services.

Fees for the Directors are determined within the limits of the Company’s

Articles of Association. The maximum amount provided for non-executive

Directors’remunerationbytheArticlesofAssociationis£200,000perannum.

Other than the share options referred to in the Directors’ Report, the Directors

arenoteligibleforbonuses,pensionbenefits,orotherincentivesorbenefits.

internal audit function The Directors have reviewed the need for the Company to

establish an internal audit function but consider that such a

function is not necessary given the nature of the Company.

The appointment of an internal audit function is something

that will be considered annually by the Directors.

internal financial and non-financial controlsThe Directors acknowledge that they are responsible for the

Group’s system of internal financial and non-financial controls

(‘internal controls’).

The effectiveness of the Group’s operations has been reviewed, and the

controlsystemscodifiedtoenabletheongoingmonitoringandmanagement

of risks and to facilitate a regular review. The Directors consider that these

procedures enable the Company to comply with the Turnbull Guidance.

Writtenagreementsareinplacewhichspecificallydefinetherolesand

responsibilities of the Manager and other third party service providers.

TheBoardmeetsregularlyandreviewsfinancialreportsandperformance

against approved forecasts and relevant stock market criteria. Reports are

also produced annually on the internal controls and procedures in place

for the operation of investment management and accounting activities.

The Group’s control systems are designed to provide reasonable, but not

absolute, assurance against material misstatement or loss and to manage

rather than eliminate the risk of failure to achieve business objectives.

Nordic Land2 4

lackeraren 3, borlänge

2 6 s t a t e m e n t o f d i r e c t o r s ’ r e s p o n s i b i l i t i e s Nordic Land



statement of directors’ responsibilities

The Directors are responsible for preparing the Directors’

Report and the financial statements in accordance with

applicable law and regulations.

JerseyCompanyLawrequirestheDirectorstopreparefinancial

statementsforeachfinancialperiodinaccordancewithgenerally

accepted accounting principles and which give a true and fair view of,

or present fairly in all material respects, the state of the Group’s affairs

atthefinancialyearendandofthetotalreturnfortheyear.Underthat

lawtheDirectorshaveelectedtopreparethesefinancialstatementsin

accordance with International Financial Reporting Standards as adopted

bytheEuropeanUnion.Thefinancialstatementshavebeenpreparedto

showatrueandfairviewoftheGroup’sfinancialposition.Inpreparing

thesefinancialstatements,theDirectorshaveselectedwhatthey

consider to be suitable accounting policies and have applied them

consistently. They have made judgements and estimates which they

believe are reasonable and prudent and have followed all applicable

accounting standards, subject to any material departures disclosed

andexplainedinthefinancialstatements.Theyarealsorequiredto

preparethefinancialstatementsonthegoingconcernbasisunlessitis

inappropriate to presume that the Group and Company will continue in

business for the foreseeable future.

The Directors are responsible for ensuring that proper accounting records

arekeptwhichdisclosewithreasonableaccuracyatanytimethefinancial

position of the Group and the Company and to enable them to ensure

thatthefinancialstatementscomplywiththeCompanies(Jersey)Law

1991 (as amended). They are also responsible for safeguarding the assets

of the Group and the Company and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

The Directors acknowledge that their responsibility to present

a balanced and understandable assessment extends to interim

and other price sensitive public reports to regulators as well as to

information required to be presented by statutory requirements.

Thefinancialstatementsarepublishedonwww.nordicland.com,

which is a website maintained by the Company. The work carried out

by the auditors does not involve consideration of the maintenance

and integrity of this website and, accordingly, the auditors accept

noresponsibilityforanychangesthathaveoccurredtothefinancial

statements since they were initially presented on the website.

Visitors to the website need to be aware that the legislation in

Jerseygoverningthepreparationanddisseminationofthefinancial

statements may differ from legislation in their jurisdictions.


2 8 i n d e p e n d e n t a u d i t o r s ’ r e p o r t Nordic Land



independent auditors’ report

independent auditors’ report to the members of Nordic Land plcWehaveauditedtheGroupandCompanyfinancialstatements(the

‘financialstatements’)ofNordicLandplcfortheyearended31March2009

which comprise the Consolidated Income Statement, the Consolidated

and Company Balance Sheets, the Consolidated and Company Cash Flow

Statements, the Consolidated and Company Statements of Changes

inEquityandtherelatednotes.Thesefinancialstatementshavebeen

prepared under the accounting policies set out therein.

This report is made solely to the Company’s members, as a body,

in accordance with Article 110 of the Companies (Jersey) Law 1991.

Our audit work has been undertaken so that we might state to the

Company’s members those matters we are required to state to them

in an auditors’ report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone

other than the Company and the Company’s members as a body, for our

audit work, for this report, or for the opinions we have formed.

respective responsibilities of directors & auditors

As described in the Statement of Directors’ Responsibilities on page 27,

theCompany’sDirectorsareresponsibleforpreparationofthefinancial

statements in accordance with applicable law and International Financial

Reporting Standards as adopted by the European Union.

Ourresponsibilityistoauditthefinancialstatementsinaccordance

with the relevant legal and regulatory requirements and International

Standards on Auditing (UK and Ireland).

Wereporttoyououropinionastowhetherthefinancialstatementsgive

a true and fair view and are properly prepared in accordance with the

Companies (Jersey) Law 1991. We also report to you if, in our opinion,

the Company has not kept proper accounting records or if we have not

received all the information and explanations we require for our audit.

We read the Directors’ Report and other information accompanying the

financialstatementsandconsidertheimplicationsforourreportifwe

become aware of any apparent misstatements within it.

basis of audit opinion

We conducted our audit in accordance with International Standards on

Auditing (UK and Ireland) issued by the Auditing Practices Board. An

audit includes examination, on a test basis, of evidence relevant to the

amountsanddisclosuresinthefinancialstatements.Italsoincludesan

assessmentofthesignificantestimatesandjudgementsmadebythe

Directorsinthepreparationofthefinancialstatements,andofwhether

the accounting policies are appropriate to the Group’s and Company’s

circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and

explanations which we considered necessary in order to provide us with

sufficientevidencetogivereasonableassurancethatthefinancialstatements

are free from material misstatement, whether caused by fraud or other

irregularity or error. In forming our opinion we also evaluated the overall

adequacyofthepresentationofinformationinthefinancialstatements.

opinion

Inouropinionthefinancialstatements:

• giveatrueandfairview,inaccordancewithInternationalFinancial

Reporting Standards as adopted by the European Union, of the state

of the Group’s and Company’s affairs as at 31 March 2009 and of the

Group’s loss for the year then ended; and

• havebeenproperlypreparedinaccordancewiththeCompanies

(Jersey) Law 1991

KPMG Channel Islands Limited

5StAndrew’sPlace,CharingCross,StHelier,JerseyJE48WQ

Chartered Accountants, 7 July 2009


Yearended 3April2007to 31March2009 31March2008 Note £000 £000

Grossrentalincome 5,122 3,883Propertyoperatingexpenses (1,723) (1,279)

Netrentalincome 4 3,399 2,604

Administrativeexpenses (1,238) (1,941)Lossonabortivetransaction - (104)(Loss)/gainonrevaluationofinvestmentproperties 10 (3,721) 2,947

Operating(loss)/profit 5 (1,560) 3,506

Financialincome 6 191 291Financialexpenses 7 (2,862) (2,183)Changeinfairvalueofderivativefinancialinstruments 11 (272) 272

(Loss)/profitbeforetax (4,503) 1,886Incometax 8 700 (1,154) (Loss)/profitfortheyear/periodattributabletoequityshareholders (3,803) 732

Earningspershare-basicanddiluted 9 (19.4)p 4.2p

EPRAearningspershare-basicanddiluted 9 (2.6)p (6.8)p

Consolidated Financial StatementsConsolidated Income Statement for the year ended 31 March 2009

3 0 C o n s o l i d a t e d F i n a n c i a l S t a t e m e n t s

The notes form part of these consolidated financial statements.

Nordic Land


Group Company Group Company 31 March 2009 31 March 2009 31 March 2008 31 March 2008 £000 £000 £000 £000 Note (restated)

AssetsNon-current assets Investment properties 10 64,203 - 67,878 -Derivative financial instruments 11 - - 272 -Investment in subsidiary undertakings 12 - 13,982 - 13,977

64,203 13,982 68,150 13,977

Current assetsTrade and other receivables 13 378 827 363 220Cash and cash equivalents 14 5,336 2,811 6,838 4,120 5,714 3,638 7,201 4,340 Total assets 69,917 17,620 75,351 18,317 LiabilitiesCurrent liabilitiesTrade and other payables 15 2,154 322 2,798 795Income tax provision 19 - 9 -

2,173 322 2,807 795

Non-current liabilitiesBorrowings 16 49,696 - 49,860 -Deferred tax liability 18 1,403 - 2,138 -

51,099 - 51,998 -

Total liabilities 53,272 322 54,805 795 Net assets 16,645 17,298 20,546 17,522 EquityOrdinary share capital 19 199 199 192 192Share premium 17,523 17,523 17,059 17,059Foreign currency translation reserve 1,859 - 2,037 -Retained earnings (2,936 ) (424 ) 1,258 271 Total shareholders’ equity 16,645 17,298 20,546 17,522 Net asset value per share 20 £0.84 £1.07

EPRA net asset value per share 20 £0.91 £1.17

Consolidated Financial StatementsConsolidated and Company Balance Sheets as at 31 March 2009

ThesefinancialstatementswereapprovedbytheBoardofDirectorson7July2009andweresignedonitsbehalfby:

Richard Thomas Keith Jenkins

Director Director


Group Company Group Company Year ended Year ended 3 April 2007 to 3 April 2007 to 31 March 2009 31 March 2009 31 March 2008 31 March 2008 £000 £000 £000 £000

Cash flows from operating activities(Loss)/profit for the period (3,803 ) (304 ) 732 (1,191 )Interest receivable (191 ) (130 ) (291 ) (277 )Interest payable and other finance costs 2,862 - 2,183 -Income tax (700 ) - 1,154 -Adjustments for non-cash items:

Loss/(gain) on revaluation of investment properties 3,721 - (2,947 ) -Change in fair value of derivative financial instruments 272 - (272 ) -Share-based payments 77 77 526 526

Operating profit before changes in working capital 2,238 (357 ) 1,085 (942 )Other movements arising from operations:

Increase in trade and other receivables (15 ) (619 ) (248 ) (170 )(Decrease)/increase in trade and other payables (634 ) (5 ) 1,393 795Tax paid - - (9 ) -

Net cash generated from operations 1,589 (981 ) 2,221 (317 )Interest received 203 142 264 227Interest paid (2,760 ) - (922 ) - Net cash flows (used in)/from operating activities (968 ) (839 ) 1,563 (90 ) Cash flows used in investing activities Acquisition and development of investment properties (486 ) - (57,352 ) -Investment in subsidiary undertakings - (470 ) - (13,041 )

Cash flows used in investing activities (486 ) (470 ) (57,352 ) (13,041 ) Cash flows from financing activitiesProceeds from the issue of share capital at a premium - - 19,173 19,173Cost of issue of shares at a premium - - (1,922 ) (1,922 )Net drawdown of borrowings - - 44,829 -

Cash flows from financing activities - - 62,080 17,251

Net (decrease)/increase in cash and cash equivalents (1,454 ) (1,309 ) 6,291 4,120

Opening cash and cash equivalents 6,838 4,120 - -Exchange (losses)/gains on cash balances (48 ) - 547 -

Closing cash and cash equivalents 5,336 2,811 6,838 4,120

Consolidated Financial StatementsConsolidated and Company Cash Flow Statements for the year ended 31 March 2009

3 2 C o n s o l i d a t e d F i n a n c i a l S t a t e m e n t s


Nordic Land


Consolidated Financial StatementsConsolidated and Company Statements of Changes in Equity for the year ended 31 March 2009

Ordinary Share Share Translation Retained Total Capital Premium Reserve Earnings Equity £000 £000 £000 £000 £000

2009 GroupLoss for the year - - - (3,803 ) (3,803 )Foreign exchange differences recognised directly in equity - - (178 ) - (178 )

Total recognised income and expense - - (178 ) (3,803 ) (3,981 )

Share-based payments - - - (391 ) (391 )Ordinary shares issued at a premium 7 464 - - 471Balance at 1 April 2008 192 17,059 2,037 1,258 20,546

Balance at 31 March 2009 199 17,523 1,859 (2,936 ) 16,645

2009 CompanyLoss for the year - - - (304 ) (304 )

Total recognised income and expense - - - (304 ) (304 )

Share-based payments - - - (391 ) (391 )Ordinary shares issued at a premium 7 464 - - 471Balance at 1 April 2008 restated 192 17,059 - 271 17,522

Balance at 31 March 2009 199 17,523 - (424 ) 17,298

2008 GroupProfit for the period - - - 732 732Foreign exchange differences recognised directly in equity - - 2,037 - 2,037

Total recognised income and expense - - 2,037 732 2,769

Share-based payments - - - 526 526 Ordinary shares issued at a premium 192 18,981 - - 19,173 Cost of issue of shares at a premium - (1,922 ) - - (1,922 ) Balance at 3 April 2007 - - - - -

Balance at 31 March 2008 192 17,059 2,037 1,258 20,546

2008 Company (restated)Loss for the period as previously reported - - - (1,191 ) (1,191 )Prior period adjustment (note 24) - - - 936 936

Loss for the period restated - - - (255 ) (255 )

Total recognised income and expense restated - - - (255 ) (255 )

Share-based payments - - - 526 526Ordinary shares issued at a premium 192 18,981 - - 19,173Cost of issue of shares at a premium - (1,922 ) - - (1,922 )Balance at 3 April 2007 - - - - -

Balance at 31 March 2008 restated 192 17,059 - 271 17,522


3 4 n o t e s t o t h e f i n a n c i a l s t a t e m e n t s Nordic Land

notes to the financial statements

Note 1 General information

Nordic Land plc (‘Nordic Land’ or the ‘Company’, or together with

its subsidiaries, the ‘Group’) is a Jersey incorporated company

which invests principally in retail property in the Nordic region.

The Company was incorporated on 3 April 2007. The Company and

consolidated financial statements have been prepared for the year

ended 31 March 2009.

TheauditedCompanyandconsolidatedfinancialstatementswere

authorised for issuance on 7 July 2009.

Note 2 Basis of preparation

Thefinancialinformationhasbeenpreparedinaccordancewith

International Financial Reporting Standards (‘IFRS’) as adopted by the

European Union and is presented in Sterling.

ThepreparationoffinancialstatementsinconformitywithIFRSrequires

management to make judgements, estimates and assumptions that

affect the application of policies and the reported amounts of assets

and liabilities, income and expense. The estimates and associated

assumptions are based on historical experience and various other

factors that are believed to be reasonable under the circumstances,

the results of which form the basis of making the judgements about

carrying values of assets and liabilities that are not readily apparent

from other sources. Actual results may differ from these estimates.

Informationaboutsignificantareasofestimation,uncertaintyand

critical judgements in applying accounting policies that have the most

significanteffectontheamountsrecognisedinthefinancialstatements

is included in the following notes:

Note 10 - Investment properties

Note 16 - Borrowings

Note 22 - Share-based payments

Theconsolidatedfinancialstatementshavebeenpreparedonthe

historical cost basis except for investment properties and derivative

financialinstrumentswhicharebothmeasuredatfairvalue.

New standards and interpretations not yet adopted

A number of new standards, amendments to standards and interpretations

are not yet effective for the year ended 31 March 2009, and have not been

appliedinpreparingtheseconsolidatedfinancialstatements.

• IFRIC13,Customerloyaltyprogrammes

(effectivedate:financialyearbeginning1July2008)

• IFRIC16,Hedgesofanetinvestmentinaforeignoperation

(effectivedate:financialyearbeginning1October2008)

• IFRS8,Operatingsegments

(effectivedate:financialyearbeginning1January2009)

• RevisedIAS1,Presentationoffinancialstatements


• RevisedIAS23,Borrowingcosts


• AmendmenttoIFRS2,Share-basedpayment–Vestingconditionsand

cancellations(effectivedate:financialyearbeginning1January2009)

• AmendmenttoIAS32,Financialinstruments:PresentationandIAS1,

Presentationoffinancialstatements–Puttablefinancialinstruments

and obligations arising on liquidation


• AmendmenttoIFRS1,First-timeadoptionofIFRS,andIAS27,

Consolidationandseparatefinancialstatements–Costofan

investment in a subsidiary, jointly-controlled entity or associate


• ImprovementstoIFRSs

(effectivedate:financialyearbeginning1January2009or1July2009)

• IFRIC15,Agreementsfortheconstructionofrealestate


• RevisedIFRS1,First-timeadoptionofIFRS


• BasisforconclusiononrevisedIFRS1,First-timeadoptionofIFRS

• ImplementationguidanceonrevisedIFRS1,First-timeadoptionofIFRS

• RevisedIFRS3,Businesscombinations(appliestobusinesscombinations

forwhichtheacquisitiondateisonorafterthebeginningofthefirst

annual reporting period beginning on or after 1 July 2009)

• AmendmenttoIAS27,Consolidatedandseparatefinancialstatements


• AmendmenttoIAS39,Financialinstruments;Recognitionand

measurement – Eligible hedged items


• IFRS17,Distributionofnon-cashassetstoowners


• IFRIC18,Transferofassetsfromcustomers(effectivedate:appliesto

transfers of assets from customers received on or after 1 July 2009)

The standards and interpretations addressed above will be applied for

thepurposesoftheGroupconsolidatedfinancialstatementswitheffect

from the dates listed.

RevisedIAS1,whichbecomesmandatoryforthe2010financial

statements,isexpectedtohavesignificantimpactonthepresentation

ofthefinancialstatements.

UponadoptionofIFRS8“OperatingSegments”,theGroupwilldisclose

additional segmental reporting information. The adoption of the

revised IAS 23 is not expected to have any impact as the Group currently

capitalises the interest on all qualifying assets.

Upon the adoption of the above new standards it is not expected that

there will be an effect on reported income or net assets.

Theconsolidatedfinancialstatementshavebeenpreparedona

going concern basis which assumes the Group will be able to meet

its liabilities as they fall due. The Group’s working capital forecasts

showthattheGrouphassufficientcashresourcestomeetitsfunding

requirements over the next 12 months and to continue its operational

existence for the foreseeable future.


Note 3 Significant accounting policies

The principal accounting policies adopted in the preparation of the

financialstatementsaresetoutbelow.Theaccountingpolicieshave

been consistently applied by the Company and its subsidiaries.

Basis of consolidation

Thefinancialstatementsincorporatethenetassetsandliabilitiesofthe

Group at the balance sheet date and its results for the year then ended.

Results of subsidiaries acquired or disposed during a year are included

from the effective date of acquisition or up to the effective date of

disposal as appropriate. The results of subsidiaries are included in the

consolidatedfinancialstatementsfromthedatethatcontrolcommences

up to the date that control ceases. Control exists when the Company has

thepower,directlyorindirectly,togovernthefinancialandoperating

policiesofanentitysoastoobtainbenefitsfromitsactivities.

All intra-group transactions, balances, income and expenses are

eliminated on consolidation.

Functional and presentational currency

ItemsincludedinthefinancialstatementsofeachoftheGroup’s

entities are measured using the currency of the primary economic

environment in which the entity operates (the ‘functional currency’).

TheconsolidatedfinancialstatementsarepresentedinSterling,

which is the Company’s functional and presentational currency.

Share capital

Sharesareclassifiedasequitytotheextentthattheymeetthefollowing

two conditions:

(a) they include no contractual obligations upon the Company to

delivercashorotherfinancialassetsortoexchangefinancialassets

orfinancialliabilitieswithanotherpartyunderconditionsthatare

potentially unfavourable to the Company; and

(b) where the instrument will or may be settled in the Company’s

own equity instruments, it is either a non-derivative that includes

no obligation to deliver a variable number of the Company’s own

equity instruments or is a derivative that will be settled by the

Companyexchangingafixedamountofcashorotherfinancial

assetsforafixednumberofitsownequityinstruments.

Share issue expenses

The costs incurred by the Company in connection with the issue

of shares are written off against the share premium account.

Share-based payments

Options

The grant-date fair value of options granted to employees of the

Manager and Directors of the Company are recognised as an expense,

with a corresponding increase in equity, over the period that the

employees and Directors become unconditionally entitled to the

options.Theamountrecognisedasanexpenseisadjustedtoreflectthe

actual number of share options that vest.

Performance carry

The Manager is entitled to receive a performance carry equal to 20

percent.oftheTotalShareholderReturn(definedasthesumofthe

increase in adjusted net asset value per share and dividends per share,

divided by the adjusted net asset value per share at the beginning of

therelevantfinancialperiod)inexcessof8percent.perannumforthe

relevant period, subject to a high watermark, to which a performance

carry relates. This cost will be recorded on an accruals basis. To the

extent it is payable by the issue of shares in the Company, the cost

of such share-based payments is recognised in the Consolidated

Income Statement by reference to the fair value at the date of

payment, together with a corresponding increase in equity.

Revenue

Revenue represents amounts receivable calculated on an accruals basis

in respect of property rental income earned in the normal course of

business, net of sales-related taxes.

Investment property

Investment properties are properties owned or leased by the Group

which are held for long-term rental income and for capital appreciation.

Investment property is initially recognised at cost and re-valued at

the balance sheet date to fair value, as determined by professionally

qualifiedexternalvaluers.

Any gain or loss arising from the change in fair value is reported in

the Income Statement. No depreciation is provided in respect of

investment property.

Borrowing costs associated with direct expenditure on investment

properties under development or undergoing refurbishment are

capitalised using the average rate of interest paid on the relevant debt

outstanding until the date of practical completion.

Sales of investment property are recognised when contracts have been

unconditionallyexchangedduringtheperiodandthesignificantrisks

and rewards of ownership have been transferred.

Acquisitions of corporate interests in investment property are

accounted for on consolidation as if the Group had acquired the

underlying property asset directly. Accordingly, no goodwill arises

on such acquisitions as any difference between the fair values of

the assets acquired and the acquisition consideration is allocated

to the investment property asset, which is subject to subsequent

revaluation under IAS 40.

Investment in subsidiary undertakings

Investment in subsidiary undertakings is stated at cost less provisions

for impairment in the Company Balance Sheet.

Impairment of assets

The Group assesses at each reporting date whether there is objective

evidence that an asset may be impaired. If any such indication exists the

Group makes an estimate of the asset’s recoverable amount. An asset’s

recoverable amount is the higher of the asset’s fair value less costs to sell

and its value in use and is determined on an asset by asset basis. When the

carrying amount of an asset exceeds its recoverable amount, the asset is

considered impaired and is written down to its recoverable amount.

An assessment is made at each reporting date as to whether there is any

indication that previously recognised impairment losses may no longer

exist or may have decreased. If such an indication exists, the recoverable

amount is estimated and the corresponding impairment loss that was

previously booked is reversed.

Financial instruments

Classification

Managementdeterminestheclassificationoffinancialinstruments

atinitialrecognition.TheGroupclassifiesitsfinancialassetsintothe

following categories:

• financialassetsatfairvaluethroughprofitandloss

• loansandreceivables

TheGroupclassifiesitsfinancialliabilitiesintothefollowingcategories:

• financialliabilitiesatfairvaluethroughprofitandloss

• financialliabilitiesmeasuredatamortisedcost

Derecognition

TheGroupderecognisesafinancialassetwhenthecontractualrightstothe

cashflowsfromthefinancialassetexpireorittransfersthefinancialasset

andthetransferqualifiesforderecognitioninaccordancewithIAS39.

Afinancialliabilityisderecognisedwhentheobligationspecifiedinthe

contract is discharged, cancelled or expired.

Trade and other receivables

Trade and other receivables are reported at their fair value. As trade and

other receivables have a short expected term, they are carried at face

value without discounting. Trade and other receivables are reported at

the amount they are expected to realise after a deduction for doubtful

debts, which is made on a case by case basis.

A provision for impairment is made when there is objective evidence

(suchastheprobabilityofinsolvencyorsignificantfinancialdifficulties

of the debtor) that the Group will not be able to collect all the amounts

due under the original terms of the invoice. Impaired debts are

derecognised when they are assessed as uncollectable.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and on demand

deposits that are readily convertible to a known amount of cash and

aresubjecttoaninsignificantriskofchangesinvalue.Inordertobe

classifiedascashandcashequivalents,thematurityofthecashandcash

equivalents instruments is three months or less at the time of acquisition.

Interest-bearing loans and borrowings

All loans and borrowings are initially recognised at their issue proceeds,

net of issue costs associated with the borrowing.

After initial recognition, interest-bearing loans and borrowings are

subsequently measured at amortised cost using the effective interest

method. Amortised cost is calculated by taking into account any issue

costs, and any discount or premium on settlement. Borrowing costs

are recognised on an accruals basis in the Income Statement using the

effective interest rate method.

Gains and losses are recognised in the Income Statement when the

liabilities are derecognised, as well as through the amortisation process.

Derivative financial instruments

TheGroupmayusederivativefinancialinstrumentssuchasinterestrate

swapstohedgeitsrisksassociatedwithinterestratefluctuations.Such

derivativefinancialinstrumentsarestatedatfairvalue,basedonmarket

prices,estimatedfuturecashflowsandforwardratesasappropriate.

Any gains or losses arising from changes in fair value are taken directly

to the Income Statement.

In accordance with its treasury policy, the Group does not hold or issue

derivativefinancialinstrumentsfortradingpurposes.

Trade and other payables

Trade and other payables are non-interest bearing and are reported at

their amortised cost. As trade payables have a short expected term, they

are carried at their face value without discounting.

Taxation

With effect from the 2009 year of assessment, Jersey abolished the

exemptcompanyregimeforexistingcompanies.Profitarisingin

the Company for the 2009 year of assessment and future periods

willbesubjecttotaxattherateof0%.IntheprioryeartheCompany

was exempt from taxation under the provisions of Article 123A of

the Income Tax (Jersey) Law 1961 as amended. Certain subsidiary

undertakings are subject to foreign taxes in respect of foreign source

income;provisionforsuchtaxesismadeonthebasisoftaxableprofits.

Deferred taxation

Deferred income tax is recognised on all temporary differences arising

between the tax bases of assets and liabilities and their carrying

amountsinthefinancialstatements,withthefollowingexceptions:

(a) where the temporary difference arises from the initial recognition

of goodwill or of an asset or liability in a transaction that is not a

business combination that at the time of the transaction affects

neitheraccountingnortaxableprofitorloss;

(b) in respect of temporary differences associated with investments

in subsidiaries, where the timing of the reversal of the temporary

difference can be controlled by the Group and it is probable that the

temporary difference will not reverse in the foreseeable future; and

(c) deferred income tax assets are recognised only to the extent that

itisprobablethattaxableprofitwillbeavailableagainstwhichthe

deductible temporary differences, carry-forward of unused tax

assets and unused tax losses can be utilised.

Deferred income tax assets and liabilities are measured on an undiscounted

basis at the tax rates that are expected to apply when the related asset

is realised or liability is settled, based on tax rates and laws enacted or

substantially enacted at the balance sheet date and are expected to apply

when the related deferred tax asset is realised or the deferred tax liability is

settled. Deferred income tax is recognised in the Income Statement except

when it relates to items that are credited or charged directly to equity, in

which case the deferred tax is also dealt with in equity.

Nordic Land3 6 n o t e s t o t h e f i n a n c i a l s t a t e m e n t s

notes to the financial statements... continued


Segmental analysis

The Group has a single geographical and business segment, being

investment in property in the Nordic region.

Management fees

Under the terms of the Management Agreement, the Manager, Lathe

Investments (Nordic) LLP, is entitled to receive an annual management

fee dependent on the consolidated gross assets of the Group. Fees are

recorded on an accruals basis.

Foreign currencies

The assets and liabilities of foreign entities are translated into sterling at

the rate of exchange ruling at the balance sheet date and their income

statementsandcashflowsaretranslatedattheaveragerateforthe

year. Exchange differences arising from the retranslation of the net

investment in foreign entities are dealt with in reserves. Transactions in

currencies other than the Group’s functional currency are recorded at

the exchange rate prevailing at the transaction dates. Foreign exchange

gains and losses resulting from settlement of these transactions and

from retranslation of monetary assets and liabilities denominated in

foreign currencies are recognised in the Income Statement except when

qualifying as hedges, in which case they are dealt with in reserves.

Note 5 Operating (loss)/profit

For the period Year ended from 3 April 2007 to 31 March 2009 31 March 2008 £000 £000

Operating (loss)/profit is stated after charging: Auditors’ remuneration for audit and non-audit services 54 67Asset management fees payable to the Manager (note 21) 458 382Performance fee payable to the Manager (note 21) - 468Share-based payments (note 22) 77 526

The analysis of auditors’ remuneration is as follows:


Audit fees payable to the Company’s auditors and their associates for the audit of the Company’s and Group financial statements 33 30Non-audit fees payable to the Company’s auditors and their associates for: - Tax services 17 14- Other services 4 23 Total auditors’ remuneration 54 67

Inadditiontothefeesdisclosedabove,feesamountingto£nil(2008:£104,000)werepaidtoassociatesofKPMGChannelIslandsLimitedfordue

diligenceservicesrelatingtopropertyacquisitions,and£nil(2008:£312,000)forfinancialreportingandtaxationadvicerelatingtotheadmissiontoAIM.

Note 4 Net rental income

The Group engages in only one class of business activity, being investment in retail property. All operations are continuing and are based in the Nordic region.

Note 6 Financial income


Interest receivable 191 291


Note 8 Income tax


Current income tax charge/(credit) 10 (38 )Deferred taxation (note 18) (710 ) 1,192

Tax (credit)/charge (700 ) 1,154

Witheffectfrom1January2009,theincometaxrateforcompaniesinJerseywasreducedfrom20%to0%andexemptcompanystatusforallnew

companieswasabolished.TheexistingexemptcompanystatusoftheCompanyanditsJerseysubsidiaryremainedinplaceuntil31December2008

atwhichtimetheymovedtoa0%rateofincometax.Thecurrenttax(credit)/chargeanddeferredtaxcalculationsrepresentcorporateincometaxon

incomearisinginSweden,thatissubjecttoincometaxat26.3%,andLuxembourg,at29.63%.

Witheffectfrom6May2008,a3%GoodsandServicesTax(‘GST’)wasintroducedundertheGoodsandServicesTax(Jersey)Law2007.TheCompany

and its Jersey subsidiary may apply for international service entity status under the Goods and Services Tax (International Services Entities) (Jersey)

Regulations2008onpaymentofanannualfeeof£100percompanyandbetreatedasbeingoutsidethescopeofGST.TheCompanyanditsJersey

subsidiaryhavebeengrantedinternationalserviceentitystatusfortheyears2008and2009.

Note 7 Financial expenses


Interest on bank loans 2,749 2,102Other finance costs 113 81 Interest payable and other finance costs 2,862 2,183




(Loss)/profit before tax (4,503 ) 1,886

Income tax calculated at the Jersey income tax rate of 0% - -Taxation of income in other countries 10 (38 )Deferred taxation arising from temporary differences in the period (710 ) 1,192

Tax (credit)/charge (700 ) 1,154

Note 8 Income tax ... continued

ThetaxontheGroup’s(loss)/profitbeforetaxdiffersfromthetheoreticalamountthatwouldariseusingthetaxratesapplicabletothe

consolidated entities as follows:

Note 9 Earnings per share

Earnings per share and EPRA earnings per share have been calculated, using the weighted average number of shares in issue during the year of

19,645,000(2008:17,433,213),asfollows:

For the period For the period Year ended Year ended from 3 April 2007 to from 3 April 2007 to 31 March 2009 31 March 2009 31 March 2008 31 March 2008 Loss after tax Earnings per share Profit after tax Earnings per share £000 pence £000 pence

(Loss)/profit for the year/period (3,803 ) (19.4 )p 732 4.2 p

Loss/(gain) on revaluation of investment properties 3,721 18.9 p (2,947 ) (16.9 )pChange in fair value of derivative financial instruments 272 1.5 p (272 ) (1.5 )pDeferred tax on revaluation of investment properties (710 ) (3.6 )p 1,192 6.8 pLoss on abortive transaction - - 104 0.6 p

EPRA loss (520 ) (2.6 )p (1,191 ) (6.8 )p

Basic and diluted earnings per share are the same, as the issued share options are currently anti-dilutive.

EPRAearningspershare,excludingthe(loss)/gainonrevaluationofinvestmentproperties,thechangeinfairvalueofderivativefinancialinstruments

andexceptionalitems,allnetofattributabletaxation,isanacceptedpropertyindustrymeasureforreportingrecurringprofits.

Nordic Land

Note 10 Investment properties

Group Group As at As at 31 March 2009 31 March 2008 £000 £000

Opening balance 67,878 -Investment properties acquired - 64,511Capital expenditure on properties 486 89Foreign exchange (losses)/gains (440 ) 331(Loss)/gain on revaluation (3,721 ) 2,947

64,203 67,878

The fair value of investment properties is based on a valuation at 31 March 2009 by DTZ Sweden AB performed in accordance with the Appraisal and

Valuation Standards of RICS, on the basis of market value.

4 0 n o t e s t o t h e f i n a n c i a l s t a t e m e n t s

Note 11 Derivative financial instruments

At31March2008,thefairvalueofderivativefinancialinstrumentshadbeencalculatedbydiscountingtheexpectedfuturecashflowsatprevailing

interestrates.Asexplainedinnote16,allloansareonafixedinterestratebasisandtheGroupdoesnotcurrentlyhaveanydirectderivativefinancial

instrumentswiththelenderoranyotherthirdparties.Therefore,thevaluepreviouslyattributabletoderivativefinancialinstrumentshasbeen

derecognised.

As at As at 31 March 2009 31 March 2008 £000 £000

Derivative financial instruments - 272

Note 12 Investment in subsidiary undertakings

Company Company As at As at 31 March 2009 31 March 2008 £000 £000

Opening balance 13,977 -Additions 5 13,041Prior period adjustment (note 24) - 936 13,982 13,977



Details of all of the Company’s subsidiaries at 31 March 2009 are as follows:-

Place of Proportion of Proportion of incorporation ownership interest voting power held % %

Nordic Land Holdings Limited Jersey 100 100Nordic Land Holding (Luxembourg) Sàrl Luxembourg 100 100Nordic Land (Luxembourg) Sàrl Luxembourg 100 100Nordic Land Finance (Luxembourg) Sàrl Luxembourg 100 100Nordic Land AB Sweden 100 100Nordic Land Terminalen AB Sweden 100 100Nordic Land Borlänge AB Sweden 100 100Nordic Land Sicklaön Holding AB Sweden 100 100

Each of the undertakings listed above is engaged in investment in retail property.

Note 12 Investment in subsidiary undertakings ... continued

The carrying amount of trade and other receivables approximate their fair value.

The Group’s credit risk is primarily the risk that a rental debtor will be unable to pay amounts in full when due, with a maximum exposure equal to the

carryingamountofthedebtor.Asat31March2009(2008:£nil)noprovisionhadbeenmadeforanydoubtfuldebts.

Note 13 Trade and other receivables

Group Company Group Company As at As at As at As at 31 March 2009 31 March 2009 31 March 2008 31 March 2008 £000 £000 £000 £000

Rental debtors 281 - 189 -Prepayments and accrued income 97 9 130 21Other debtors - - 44 -Amounts due from subsidiary undertakings - 818 - 199

378 827 363 220



Accounts payable – trade 329 - 244 -Deferred income 879 - 987 -Accruals 926 133 931 138Other creditors 20 189 168 189Performance fee payable to the Manager - - 468 468

2,154 322 2,798 795

Note 15 Trade and other payables

The Directors consider that the carrying amount of trade and other payables approximate to their fair value.

Note 14 Cash and cash equivalents


Cash and cash equivalents 5,336 2,811 6,838 4,120

Cash and cash equivalents comprise cash held by the Group and short-term deposits with an original maturity of three months or less. The carrying

value of these assets equals their fair value. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings.

Note 16 Borrowings


Amounts falling due after more than one year:Bank loans 50,013 - 50,285 -Unamortised borrowing costs (317 ) - (425 ) -

49,696 - 49,860 -



ThebankloansrepresentborrowingsofSEK592.7million.Theweighted-averageinterestrateis5.45%perannum.Theinterestratesonallloansare

fixeduntilmaturityoftheborrowingsinApril2012,withanoptiontoextendforafurtheryear.

The bank loans are secured on the shares of the borrowing subsidiaries and their investment properties.

TheloanstoacquirethepropertieswereoriginallyprovidedbyLehmanBrothersBankhausAG(‘Lehman’).On23May2008theloanswere

transferred to a commercial-mortgage-backed-securities (‘CMBS’) vehicle, Excalibur Funding No 1 PLC (‘Excalibur’), set up by Lehman to be the

lender of a portfolio of loans. Excalibur took over all the rights and obligations under the Lehman loan agreement, including the capital expenditure

commitmentfacilityofSEK110million(£9.3million).

TheloanagreementstatesthatNordicLandpaysinteresttoExcaliburonafixed-interestbasis.TheGroupdoesnothaveanyfloating-rateobligations

underthetermsoftheloan.LehmanpreviouslyadvisedthatNordicLandbenefittedfrommovementsininterestratesinrelationtotheunderlying

derivativefinancialinstrumentsputinplacewithintheLehmangroupofcompanies(andthussubsequentlyExcalibur)toachievethefixedinterest

ratesonourloans.ThevalueofthesederivativefinancialinstrumentswasaccountedforintheBalanceSheetontheadviceofLehman.

However,sincetheloansweretransferredtoExcalibur,theserviceagenthasadvisedthattherearenounderlyingderivativefinancialinstruments

withinExcaliburtowhichNordicLandisapartytothederivativecontract.Hencethevalueofthederivativefinancialinstrumentshasbeen

derecognised.

The loans have been accounted for at amortised cost at the Balance Sheet date, in accordance with IFRS, and the fair value is disclosed below.

NordicLand’sonlyobligationistopayinterestatfixedratesandrepayloansatparvalueatmaturity.

Asstatedabove,Excaliburtookoverthecommitmenttoprovideacapitalexpenditureloanfacilityofsome£9.3million(2008:£9.3million).

This facility had been intended to be used to fund part of the costs for the development project at Borlänge and a drawdown notice has been

submittedtoExcaliburtoreceivethefunds.Neitherthefundsnorconfirmationthatthefacilityexistshaveyetbeenreceived.

The Directors estimate that the book value and fair value of the Group’s bank loans are:

Book value Fair value Book value Fair value 31 March 2009 31 March 2009 31 March 2008 31 March 2008 £000 £000 £000 £000

Bank loans 50,013 54,013 50,285 50,013

Note 16 Borrowings ... continued

Note 17 Financial instruments

Financial risk management objectives and policies

TheGroup’sactivitiesexposeittoavarietyofmarket,capitalandfinancialrisks,including:

• marketrisk(includingcurrencyrisk,priceriskandinterestraterisk)

• creditrisk

• liquidityrisk

ThemainrisksarisingfromtheGroup’sfinancialinstrumentsaredetailedbelowtogetherwiththepoliciesadoptedbytheBoardtomanagetheserisks.

These risks are managed by the Group under policies approved by the Board of Directors. The Group’s risk management policies are established

to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk

managementpoliciesarereviewedregularlytoreflectchangesinmarketconditionsandtheGroup’soperationalactivities.

Financial risks relate to trade and other receivables, trade and other payables, cash and cash equivalents and borrowings. The Group may also enter

intoderivativetransactions,primarilyfixedinterestrateswaps,forthepurposeofmanagingtheinterestrateriskarisingfromfundingtheacquisition

of the Group’s properties.

Inaccordancewithitstreasurypolicy,theGroupdoesnotholdorissuederivativefinancialinstrumentsfortradingpurposes.


Categories of financial instruments

TheGroup’sfinancialinstrumentsrelatetotradeandotherreceivables,derivativefinancialinstruments,cashandcashequivalents,tradeandother

payablesandborrowings.Inallcases,theDirectorsconsiderthatthecarryingamountoftheGroup’sfinancialinstrumentsapproximatetotheirfairvalue,

except for borrowings (see note16).


Bank loans 49,696 49,860Cash and cash equivalents (5,336 ) (6,838 )

Net debt 44,360 43,022 Value of investment properties 64,203 67,878

Net gearing ratio 69.1 % 63.4 %

Gross gearing ratio 77.4 % 73.5 %

Currency risk

The Group operates in the Nordic region and is exposed to foreign exchange risk arising primarily with respect to the Swedish krona and Euros. Foreign

exchange risk arises from future commercial transactions, recognised monetary assets and liabilities and net investment in foreign operations.

The Group’s approach to managing its foreign currency exposure is to match, as far as possible, local currency assets with local currency liabilities.

The Group’s policy is not to undertake any speculative currency hedging arrangements.

At the reporting date the Group had the following exposure, measured as a proportion of net non-monetary and monetary assets:

Currency As at 31 March 2009 As at 31 March 2008

Swedish krona 81.9 % 82.9 %Euro (0.1 %) 0.1 %

Note 17 Financial instruments ... continued

Capital risk management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for

shareholdersandbenefitsforotherstakeholdersandtomaintainsatisfactorylevelsoffinancialresourcestomitigateagainstfinancialrisk.

The capital structure of the Group consists of a mixture of bank loans, cash and cash equivalents and retained earnings, all as disclosed in the Balance

Sheet. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to

shareholders, issue new shares or sell assets to reduce debt.

Consistent with others in the industry, the Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by the

value of the Group’s properties. Net debt is calculated as bank loans less cash and cash equivalents. The gearing ratio at the year end is as follows:



The following table sets out the Group’s total exposure to foreign currency risk and the net exposure to foreign currencies of monetary assets and liabilities:

Monetary Monetary Net Monetary Monetary Net Assets Liabilities Exposure Assets Liabilities Exposure 2009 2009 2009 2008 2008 2008 £000 £000 £000 £000 £000 £000

Swedish krona 2,550 53,119 (50,569 ) 3,275 54,114 (50,839 )Euro 7 19 (12 ) 60 85 (25 )

Amounts in the above table are based on the carrying value of the monetary assets and liabilities.

Foreign exchange sensitivity analysis

At31March2009,hadsterlingstrengthenedby5%inrelationtoallcurrencies,withallothervariablesheldconstant,netassetsattributableto

shareholders,withacorrespondingeffectonprofitandloss,wouldhavedecreasedbytheamountsshownbelow.

As at 31 March 2009 As at 31 March 2008 £000 £000

Swedish krona 649 811Euro (1 ) (1 )

Total 648 810

A5%weakeningofsterlingagainsttheabovecurrencieswouldhaveresultedinanequalbutoppositeeffectonthenetassetsattributabletoshareholders

and the net loss for the year, on the basis that all other variables remain constant.

Interest rate risk management

The Group’s interest rate risk arises from long-term borrowings used when acquiring property. The Group limits its exposure to interest rate risk when

acquiringpropertybyraisingfinanceatfixedratesofinterest.Amovementinmarketinterestrateswillresultinadecrease/increaseinthefairvalue

of the bank loan drawn to fund the acquisition of the property.

AstheGroupdoesnothaveanyderivativefinancialinstrumentsthereisnosensitivityonprofitornetassetsinrelationtointerestraterisk

management. The only sensitivity is in relation to the fair value of the bank loans.

Fair value interest rate risk sensitivity analysis on bank loans

At31March2009,hadthemarketinterestrateincreasedby0.5%,withallothervariablesheldconstant,thefairvalueofthebankloanswouldhave

decreasedby£749,000(2008:£753,000).

A0.5%decreaseinthemarketinterestrate,withallothervariablesheldconstant,wouldresultinanequalbutoppositeeffectonthefairvalueofthe

bank loans by the same amount.

However,NordicLand’sonlyobligationistopayinterestatfixedratesandrepayloansatparvalueatmaturity.

Price risk

TheGroupisexposedtopropertypriceandpropertyrentalrisks.TheGroupisnotexposedtothepriceriskwithrespecttofinancialinstrumentsasit

does not hold any equity securities.



Note 18 Deferred tax liability

The following are the major deferred tax liabilities recognised during the period:

Revaluation of Accelerated tax Revaluation of Accelerated tax investment properties depreciation Total investment properties depreciation Total 2009 2009 2009 2008 2008 2008 £000 £000 £000 £000 £000 £000

At start of period 1,305 833 2,138 - - -Acquired - - - 255 558 813Charge to income (999 ) 289 (710 ) 944 248 1,192Foreign exchange differences (27 ) 2 (25 ) 106 27 133

At 31 March 279 1,124 1,403 1,305 833 2,138

Note 19 Ordinary share capital


Authorised250,000,000 Ordinary shares of £0.01 each 2,500 2,500 Issued and fully paid19,859,561 (2008: 19,172,588) Ordinary shares of £0.01 each 199 192

On24July2008,686,973OrdinaryshareswereissuedandcreditedasfullypaidinpartsettlementoftheperformancefeepayabletotheManagerfor

theperiodended31March2008.

Credit risk

Credit risk is the risk that a counterparty will be unable to pay amounts in full when due and relates principally to trade and other receivables and

cashandcashequivalents.TheDirectorsbelievethereisnosignificantcreditrisktotheGroupastherentaldebtorsarenotreliantonasinglerental

contract or customer. The Group also ensures that rental contracts are made with customers with an appropriate credit history. The Directors also

believethereisnosignificantriskassociatedwiththecashandcashequivalentsbalanceasthebanksarereputablemultinationalcorporatebanks

whichareregulatedinvariousjurisdictions.Cashdepositsareheldwithapprovedfinancialinstitutionswithhighcreditratings.

WithrespecttocreditriskarisingfromtheotherfinancialassetsoftheGroup,theGroup’sexposuretocreditriskarisesfromdefaultofthe

counterparty, with a maximum exposure equal to the carrying amount of these instruments.

Liquidity risk

TheDirectorslimittheGroup’sliquidityriskbyensuringthatsufficientcashresourcesareavailabletofunditsworkingcapitalrequirementsandthat

committed bank facilities are available to fund its development project capital expenditure programme.

Thecontractualmaturitiesoffinancialliabilitiesaredisclosedinnote15regardingTradeandotherpayables,andnote16regardingBorrowings.




Note 20 Net asset value per share

Net asset value per share has been calculated by dividing the net assets attributable to the equity shareholders of the Company by the number of

Ordinarysharesinissueattheyearendof19,859,561(2008:19,172,588).


Net assets 16,645 20,546Adjust for:

Fair value of derivative financial instruments - (272 )Deferred tax on investment properties 1,403 2,138

EPRA net assets 18,048 22,412

Net asset value per share £0.84 £1.07

EPRA net asset value per share £0.91 £1.17

Note 21 Related party transactions

The following related party transactions were conducted during the period:

a) assetmanagementfeesof£458,000(2008:£382,000)havebeenchargedinaccordancewiththemanagementagreement.TheManagerreceivesafee

of0.65%basedontheconsolidatedgrossassetsoftheGroup;and

b) aperformancefeeispayabletotheManagerequalto20%oftheTotalShareholderReturninexcessof8%inanyrelevantperiod,subjecttoahigh

watermark.At31March2009,thisamountedto£nil(2008:£936,000).Paymentoftheperformancefeeconsistsofnotmorethan50%incashandnot

lessthan50%innewsharesintheCompany.

Note 22 Share-based payments

On 25 July 2007, the Company established a share option programme (the ‘Nordic Land Share Option Plan’) that entitles Directors and representatives of

the Manager to purchase shares in the Company. The share-based payment scheme is equity settled by the award of options to acquire Ordinary shares.

The number and weighted-average exercise prices of share options are as follows:

Weighted average Number Weighted average Number exercise price of options exercise price of options 2009 2009 2008 2008

Outstanding at 1 April 455,686 -Granted during the period 106 p 23,984 106 p 479,670Lapsed during the period 106 p (95,934 ) 106 p (23,984 ) Outstanding at 31 March 383,736 455,686

EPRA net asset value per share is the net asset value per share of the Company adjusted to exclude the effect of deferred tax relating to the

revaluationofinvestmentpropertiesandthefairvalueofderivativefinancialinstrumentsnetofattributabletaxation.

Basic and diluted net asset value per share are the same, as the issued share options are currently anti-dilutive.

The Nordic Land Share Option Plan is open to certain Directors of the Company, employees and partners of the Manager and any local property

adviser as engaged by a member of the Group, at the discretion of the Directors.

Optionsover23,984sharesweregranted,asareallocationofpreviouslyissuedshareoptions,on27March2008atanexercisepriceof106p.The

firstdayonwhichtheseoptionsmaybeexercisedis27March2010;thelastdayonwhichtheoptionsmaybeexercisedis26March2018.Optionsfor

95,934 shares, which had been issued to a former partner of the Manager, have since lapsed.

Optionsover455,686weregrantedintheperiodended31March2008.Thefirstdayonwhichthoseoptionsmaybeexercisedis6September2009;

the last day on which the options may be exercised is 5 September 2017.

The options are not subject to performance conditions. If the options remain unexercised after a period of 10 years from the date of grant, the

options expire. Options are normally forfeited if the optionholder leaves the Group or the Manager before the options vest.

In accordance with IFRS 2 ‘Share-based Payment’, the fair value of equity-settled share-based payments is determined at the date of grant and is

expensed on a straight-line basis over the vesting period, based on the Group’s estimate of options that will eventually vest. Fair value is calculated

using the standard Black-Scholes pricing model, with the following inputs:

• shareprice 106p

• exerciseprice 106p

• expectedvolatility 33%

Expected volatility is estimated by considering historic average share price volatility for a group of comparable companies within the same sector and

with a similar market capitalisation as the Company.

Theaggregateofthefairvaluesoftheoutstandingoptionsis£135,000(2008:£205,000).

The total share-based payment charge relating to shares of the Company is:


Share options 77 58Performance fee payable to the Manager (note 21) - 468

Total 77 526



Note 22 Share-based payments... continued

• expectedoptionlife 6years

• expecteddividendyield 0%

• risk-freeinterestrate 5.1%


Contracted for 1,357 -Authorised but not contracted for 1,032 -

Total 2,389 -

Ofthe£1,357,000(2008:£nil)contractedcapitalexpenditure,£987,000(2008:£nil)relatestoobligationstodevelopinvestmentpropertyand

£370,000(2008:£nil)relatestoenhancements.


Note 24 Prior period adjustment

Duringtheperiodended31March2008theDirectorsofNordicLandplcawardedtheManageraperformancefeeof£936,000whichwasaccrued

forintheGroup’sconsolidatedfinancialstatements.Thepaymentwassettledbythepaymentofcashof£468,000andtheissueofnewsharesin

theCompanywithavalueof£468,000.TheperformancefeewascorrectlyexpensedintheGroupfinancialstatementsinaccordancewithIFRS2for

theperiodended31March2008.TheperformancefeewasalsoexpensedintheCompany’sownfinancialstatementsbutthistreatmentdoesnot

accuratelyreflecttheunderlyingsubstanceoftheperformancefeepaymentmechanismwhichisdetailedintheCompany’sAdmissionDocument.

The substance of the performance fee is that the Company acquired shares in a subsidiary, Nordic Land Holdings Limited, from Lathe Investments

(NordicLandCarry)LLP,anassociatedentityoftheManager.ThecorrecttreatmentintheCompany’sownfinancialstatementsshouldhavebeento

capitalisethecostoftheperformancefeepayment,byincreasingtheCompany’sInvestmentinsubsidiaryundertakings,toaccuratelyreflectthetrue

substanceofthetransaction.TheCompany’sownfinancialstatementsforthepriorperiodhavethereforebeenrestatedinaccordancewithIAS8.

ThisadjustmenthasnoimpactontheGroup’sconsolidatedresultsfortheperiodended31March2008.

TheeffectoftherestatementonthefinancialstatementsoftheCompanyissummarisedbelow:

Note 25 Annual Report

This Annual Report is available on the Company’s website: www.nordicland.com

Note 23 Capital commitments

Futurecapitalexpenditure,contractedforandapprovedbytheDirectors,butnotprovidedforintheseconsolidatedfinancialstatements,isasfollows:

31 March 2008 £000

Decrease in expenses 936Increase in profit for the period 936There is no effect on taxation -Increase in investment in subsidiary undertaking 936Increase in equity 936

5 0 n o t i c e o f a n n u a l g e n e r a l m e e t i n g Nordic Land



notice of annual general meeting

Notice is hereby given that the Annual General Meeting of Nordic Land plc will be held at Whiteley Chambers, Don Street, St Helier, Jersey on 15th December 2009 at 11.00am for the following purposes:

ordinary businessToconsiderand,ifthoughtfit,passthefollowingordinaryresolutions:

THAT:

1. The Directors’ Report and Audited Financial Statements for the year ended 31 March 2009 be received and adopted.

2. Mr Jenkins, a Director retiring by rotation, be re-elected as a Director.

3. Mr Thomas, a Director retiring by rotation, be re-elected as a Director.

4. The Auditors, KPMG Channel Islands Limited, be reappointed and the Directors be authorised to determine their remuneration.

special businessToconsiderand,ifthoughtfit,passthefollowingspecialresolutions:

THAT:

5. The Company be generally and unconditionally authorised to purchase (in accordance with Article 57 of the Companies (Jersey) Law 1991

(as amended)) Ordinary shares of 1p each (‘Ordinary shares’) of the Company provided that:

(i) themaximumnumberofOrdinarysharesherebyauthorisedtobeacquiredis2,976,948being14.99%ofthetotalnumberofOrdinarysharesin

issue as at 24 September 2009;

(ii) the minimum price which may be paid for any such share is its nominal value of 1p;

(iii) themaximumpricewhichmaybepaidforanysuchshareisanamountequalto105%oftheaverageofthemiddlemarketquotationsforan

OrdinaryshareintheCompanyasderivedfromtheLondonStockExchangeDailyOfficialListforthefivebusinessdaysimmediatelypreceding

the day on which such share is contracted to be purchased;

(iv) theauthorityherebyconferredshallexpireon15June2011beingadatenotlaterthan18monthsafterthepassingofthisresolution;

(v) the Company may make a contract to purchase its Ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract

will or may be executed wholly or partly after the expiry of such authority, and may purchase its Ordinary shares in pursuance of any such contract;

(vi) any purchase of Ordinary shares will be made in the market for cash at prices below the prevailing net asset value per Ordinary share

(as determined by the Directors); and

(vii) the Directors provide a statement of solvency in accordance with Articles 55 and 57 of the Companies (Jersey) Law 1991 (as amended).

SuchsharestobeacquiredeitherforcancellationortobeheldasTreasurysharesinaccordancewithArticle58AoftheCompanies(Jersey)Law1991

(asamended),asinsertedbytheCompanies(AmendmentNo.2)(Jersey)Regulations2008.

6. Article 16.1 of the Company’s existing Articles of Association be deleted and replaced with the following:

“Anannualgeneralmeetingandanyextraordinarygeneralmeetingshall(subjecttoLaw)becalledbynotlessthan14cleardays’notice”

Whiteley Chambers, Don Street,

St Helier, Jersey JE4 9WG

Dated this 24 September 2009

By order of the Board

Ogier Fund Administration (Jersey) Limited

Secretary

5 2 n o t i c e o f a n n u a l g e n e r a l m e e t i n g Nordic Land

notice of annual general meeting... continued

Notes:

1. A member entitled to attend and vote is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him or her. A proxy need

not be a member of the Company. A form of proxy is enclosed.

2. Tobevalid,theinstrumentappointingaproxy,togetherwithanypowerorauthorityunderwhichitisexecuted(oranotarialycertifiedcopyof

such power or authority) must be deposited with the Company’s registrars, Capita Registrars, Proxies, The Registry, 34 Beckenham Road,

Beckenham,KentBR34TUnotlessthan48hoursbeforethetimespecifiedinthisnoticeforholdingtheMeeting.Changestoentriesinthe

register after that time shall be disregarded in determining the rights of any member to attend and vote at such Meeting.

3. TheCompany,pursuanttoArticle40oftheCompanies(UncertifiedSecurities)(Jersey)Order1999,specifiesthatonlythosemembersregistered

intheregisterofmembersasat6pmon13December2009(orintheeventthattheMeetingisadjourned,ontheregisterofmembers48hours

before the time of any adjourned Meeting) shall be entitled to attend or vote at the Meeting in respect of the Ordinary shares registered in their

name at that time. Changes to entries on the register of members after 6pm on 13 December 2009 (or in the event that the Meeting is adjourned,

ontheregisterofmemberslessthan48hoursbeforethetimeofanyadjournedMeeting)shallbedisregardedindeterminingtherightsofany

person to attend or vote at the Meeting.

4. The lodging of a completed form of proxy does not preclude a member from attending the Meeting and voting in person.

5. Other than Mr Arnoldsson, no Director has a service contract with the Company.


5 4 s h a r e h o l d e r i n f o r m a t i o n Nordic Land



shareholder information

The shares of Nordic Land plc are traded on the AIM market of the London Stock Exchange.

taxation of dividendsThere is a statutory requirement for the Company to deduct income tax from dividends paid to Jersey residents and to account for such income

tax deducted to the Comptroller of Income Tax and on request, to make a return of the names, addresses and shareholdings of Jersey resident

shareholders. Non-Jersey resident investors will be paid without deduction of Jersey income tax. UK resident individual shareholders will be liable to

UK income tax on the amount of the dividends received.

share price listingsThe price of your shares can be found in the following places:

Financial Times (daily) AIM Real Estate

Bloomberg

Ordinary shares NLD.LN

Internet addresses

Company site www.nordicland.com

Stock Exchange Codes

Sedol: Ordinary shares B1Z91C7

ISIN: Ordinary shares JE00B1Z91C77


5 6 a d v i s e r s ’ d e t a i l s Nordic Land

sicklaön 117, stockholm

registered office

Whiteley Chambers

Don Street

St Helier

Jersey JE4 9WG

registered number

97055 Ogier Fund Administration

(Jersey) Limited

Whiteley Chambers

Don Street

St Helier

Jersey JE4 9WG

registrar

Capita Registrars (Jersey) Limited

12 Castle Street

St Helier

Jersey JE2 3RT


advisers’ details

nominated adviser & joint broker

Matrix Corporate Capital LLP

One Vine Street

London W1J 0AH

financial adviser & joint broker

S P Angel Corporate Finance LLP

35 Berkeley Square

London W1J 5BF

auditors

KPMG Channel Islands Limited

5 St Andrews Place

St Helier

JerseyJE48WQ

valuers

DTZ Sweden

Kungsbron 2

SE-111 22

Stockholm

Sweden

financial public relations

Bankside Consultants Limited

1 Frederick’s Place

LondonEC2R8AE

manager

Lathe Investments (Nordic) LLP

The Brewery

Bells Yew Green

Tunbridge Wells

Kent TN3 9BD

administrator and company secretary

sicklaön 117, stockholm

Nordic Land plcFor further information please contact:The ManagerLathe Investments (Nordic) LLPThe BreweryBells Yew GreenTunbridge WellsKent TN3 9BDT: +44 (0) 1892 752 005F: +44 (0) 1892 752 180

www.nordicland.com

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