Overview Cornerstones Financials
Notes to the Financial Statements 2004 THE ACTELION ANNUAL REPORT 2004
Notes to the Financial Statements 2004
1. Accounting principles
The financial statements of Actelion Ltd have been prepared in accordance with the accounting principles as prescribed by Swiss Company Law.
2. Material investments
Company

Country

Location

Ownership InterestConsolidation methodFunction

Share Capital

Actelion Pharmaceuticals Australia Pty LtdAustraliaSydney100%FullSalesAUD 2,016,667
Actelion Pharmaceuticals Austria GmbHAustriaVienna100%FullSalesEUR 35,000
Actelion Pharmaceuticals do Brasil LtdaBrazilRio de Janeiro100%FullSalesBRL 376,444
Actelion Pharmaceuticals Canada IncCanadaLaval100%FullSalesCAD 2,600,000
Actelion Pharmaceuticals France SASFranceParis100%FullSalesEUR 200,000
Actelion Pharmaceuticals Deutschland GmbHGermanyFreiburg100%FullSalesEUR 1,000,000
Actelion Pharmaceuticals Hellas SAGreeceChalandri100%FullSalesEUR 421,500
Actelion Pharmaceuticals Italia S r lItalyMilan100%FullSalesEUR 15,000
Actelion Pharmaceuticals Japan LtdJapanTokyo100%FullSales, Development JPY 95,000,000
Actelion Pharmaceuticals Nederland BVNetherlandsWoerden100%FullSalesEUR 50,000
Actelion Pharmaceuticals Espana SLSpainBarcelona100%FullSalesEUR 127,100
Actelion Pharmaceuticals Sverige ABSwedenDanderyd100%FullSalesSEK 1,000,000
Actelion Ílaç Ticaret L.STurkeyIstanbul100%FullSalesTRL 5,000,000,000
Actelion Pharmaceuticals Ltd (CH)SwitzerlandAllschwil100%FullResearch, Development, Production, Marketing, SalesCHF 614,610
Actelion Pharmaceuticals UK LtdUnited KingdomLondon100%FullSalesEUR 250,000
Actelion Registration LtdUnited KingdomLondon100%FullHolder marketing authorization EUGBP 1
Actelion Pharmaceuticals US IncUnited StatesSouth San Francisco100%FullSalesUSD 5,000
Actelion Pharma Schweiz AGSwitzerlandBaden100%FullMarketingCHF 100,000
Actelion Percurex AGSwitzerlandBasel100%FullResearchCHF 100,000
Actelion Paris Organisation SASFranceParis100%FullMarketing SupportEUR 200,000
Actelion Clinical Operations, Inc.United StatesCherry Hill, New Jersey100%FullClinical ResearchUSD 1,000
Actelion Finance SCALuxembourgLuxembourg100%FullFinancingCHF 62,000
Actelion Partners SNCLuxembourgLuxembourg100%FullFinancingUSD 1,000
Actelion Luxembourg SARLLuxembourgLuxembourg100%FullFinancingEUR 12,500
Actelion Participation GmbHSwitzerlandAllschwil100%FullFinancingCHF 20,000
Actelion Pharmaceuticals Israel Ltd.IsraelRamat-Gan100%FullDevelopmentNIS 100
3. Share Capital
At December 31, 2004, the issued share capital amounts to CHF 55,524,883 consisting of 22,209,953 common shares (including 11,550 treasury shares) with a nominal value of CHF 2.50 each.The shares are registered and fully paid-up. Each share is entitled to one vote.
4. Conditional Capital
Since inception the Company has created conditional capital for the establishment of stock option plans, convertible bonds as well as for the potential issuance of shares in relation with certain credit facilities. At December 31, 2004 the Company has conditional capital of CHF 18.0 million.

Movements in conditional capital are as follows:
January 1, 200312,200
Creation of conditional capital for employee stock option plans625
Exercise of options(937)
December 31, 200311,888
Creation of conditional capital for employee stock option plans7,250
Exercise of options(1,147)
December 31, 200417,991
5. Authorized Capital
The Annual General Meeting of April 30, 2004 authorized an increase in share capital to be used for strategic purposes. The Board of Directors is authorized to increase until April 30, 2006 the share capital to an amount of not more than CHF 10 million by issuance of not more than 4 million fully paid-in registered shares with a nominal value of CHF 2.50 per share.
6. Treasury Shares
At December 31, 2004 the Group held 11,550 treasury shares, which were acquired at an average price of CHF 75.41. During 2004, members of the board of directors received 1,950 bonus shares out of the Group’s treasury stock.
7. Guarantees
On December 5, 2003 Actelion Ltd has issued a first demand guarantee of up to EUR 1,100,000 to Deutsche Bank for their credit facility with Actelion Pharmaceuticals Germany GmbH. On January 24, 2004 Actelion Ltd has issued a stand-by letter of credit of JPY 90,000,000 for securing the rent obligations of Actelion Pharmaceuticals Japan Ltd.
In 2004 Actelion Ltd entered into three other guarantee agreements in the total amount of CHF 181,571.
In October 2003, Actelion Finance SCA issued a CHF 143.8 million convertible bond (the "Bond"). Under the guarantee agreement signed on October 15, 2003, Actelion Ltd unconditionally guarantees the due payment of the amounts payable by Actelion Finance SCA pursuant to the terms of the Bond, or, upon conversion of the bonds, the due delivery of the shares and/or cash payment for fractions.
8. Significant Shareholders
According to the information available to the Board of Directors the following shareholders held a significant percentage of shares:
Name2004 2003 
 Percentage
of share capital		Percentage
of voting rights		Percentage
of share capital		Percentage
of voting rights
Management & Directors*11.511.5**11.8**11.8
Rudolf Maag666.76.7
Chase Nominees Ltd10.559.65
Biotech Invest SA8.38.38.78.7
Fidelity Management & Research Co.***>557.45
Fidelity International Ltd.***>557.55
 
* No individual has a holding exceeding 5%.
** Total excluding Rudolf Maag
*** Exact holdings are not disclosed and are not registered
9. Proposed Appropriation of Available Earnings
 20042003
Retained earnings at beginning of the year3,594(3,171)
Net income (loss) for the year(3,196)6,765
Total available earnings carried forward3983,594
Balance to be carried forward3983,594
Home Contact Legal Disclaimer Imprint Actelion.com