kilroy annual report 2011

34
Annual Report 2011 Casper from KILROY in Copenhagen visiting a school in Karauli, Rajasthan, India

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Annual Report 2011

Casper

from

KIL

RO

Y in C

openhagen v

isitin

g a

school in

Kara

uli,

Raja

sth

an,

India

2

This annual report with financial statements is presented in accordance with the Danish Financial Statements Act. The following is a translation of a Danish original document. The original Danish text shall be governing for all purposes and in case of any discrepancy the Danish wording shall be applicable. The Danish worded annual report is subject to approval at the ordinary general meeting on March 28, 2012, and will be filed with the Danish Commerce and Companies Agency.

Content

Key Figures 3

The KILROY Group 5

Report of the Board of Directors 7

Jysk Rejsebureau 14

KILROY travels 10

KILROY education 11

KILROY group travel 12

Team Benns 15

Financial Review 16

Management’s Statement 17

Accounting Policies 19

Profit & Loss Account 21

Balance Sheet 22

Cash Flow Statement 24

Notes to the Accounts 25

Board of Directors and Management 31

Addresses 32

The History and the Legend 33

Our customers dream of doing something different, studying in a foreign country, achieving self-realization, exploring the world and sharing their experiences with others.

We are continuously trying to fulfil these dreams in our very own dedicated way.

We make dreams happen!

Auditors’ Report 18

KILROY deals 13

3 Key Figures in DKK

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

2011 2010 2009 2008 2007

Profit & Loss Account (DKK million)

Turnover 1,437 1,492 1,072 1,122 1,094

EBITDA 42 35 26 22 12

EBIT 36 27 17 11 -4

Net financials 4 4 5 7 6

EBT 40 30 22 18 2

Net profit for the year 29 22 16 13 2

Balance Sheet (DKK million)

Cash and bonds 198 184 193 158 162

Current assets 265 255 251 222 227

Total assets 291 282 262 238 253

Capital expenditure 4 23 2 4 8

Equity 56 49 40 27 30

Current liabilities 220 218 219 204 217

Cash flow from operating activities 35 -1 48 11 39

Key Figures

EBITDA - Margin (%) EBITDA / turnover (excl. other operat ing income) 2.9 2.3 2.4 2.0 1.1

EBIT - Margin (%) EBIT / turnover 2.5 1.8 1.6 0.9 -0.3

Return on assets (%) EBIT / total assets 12.3 9.5 6.7 4.4 -1.5

Return on equity (%) Net prof it (excl. extraordinary income/expenses) / average equity 54.6 48.8 48.5 46.4 4.6

Liquidity ratio (%) Current assets / current liabilit ies 120.4 117.1 114.6 108.6 104.9

Equity ratio (%) Equity (excl. minority interests) / total assets 19.2 17.5 15.3 11.2 11.8

Earnings per share (DKK) Net prof it (excl. extraordinary income/expenses) / number of shares 161.2 122.3 90.6 73.3 8.8

Cash flow per share (DKK) Cash f low from operat ing act ivit ies / number of shares 196.3 -4.7 267.9 62.0 219.5

Proposed dividend (DKK million) 20.0 19.0 14.0 17.0 1.5

311 324 280 304 318

Note. Due to the merger of KILROY Denmark and Jysk Rejsebureau per 1 January 2010 the key f igures for the years 2010-2011 are not fully comparable to the years 2007-2009

Average number of full-time employees

(FTE)

4 Key Figures in EUR

2011 2010 2009 2008 2007

Profit & Loss Account (EUR million)

Turnover 192.9 200.3 144.0 150.4 146.8

EBITDA 5.6 4.7 3.5 3.0 1.7

EBIT 4.8 3.6 2.3 1.4 -0.5

Net financials 0.6 0.5 0.6 1.0 0.8

EBT 5.4 4.1 3.0 2.4 0.3

Net profit for the year 3.9 2.9 2.2 1.8 0.2

Balance Sheet (EUR million)

Cash and bonds 26.6 24.7 25.9 21.3 21.7

Current assets 35.7 34.2 33.8 29.7 30.5

Total assets 39.1 37.9 35.3 32.0 33.9

Capital expenditure 0.5 3.1 0.3 0.5 1.1

Equity 7.5 6.6 5.4 3.6 4.0

Current liabilities 29.6 29.2 29.5 27.4 29.0

Cash flow from operating activities 4.7 -0.1 6.4 1.5 5.3

Key Figures

EBITDA - Margin (%) EBITDA / turnover (excl. other operat ing income) 2.9 2.3 2.4 2.0 1.1

EBIT - Margin (%) EBIT / turnover 2.5 1.8 1.6 0.9 -0.3

Return on assets (%) EBIT / total assets 12.3 9.5 6.7 4.4 -1.5

Return on equity (%) Net prof it (excl. extraordinary income/expenses) / average equity 54.6 48.8 48.5 46.4 4.6

Liquidity ratio (%) Current assets / current liabilit ies 120.4 117.1 114.6 108.6 104.9

Equity ratio (%) Equity (excl. minority interests) / total assets 19.2 17.5 15.3 11.2 11.8

Earnings per share (EUR) Net prof it (excl. extraordinary income/expenses) / number of shares 21.6 16.4 12.2 9.8 1.2

Cash flow per share (EUR) Cash f low from operat ing act ivit ies / number of shares 26.4 -0.6 36.0 8.3 18.9

Proposed dividend (EUR million) 2.7 2.6 1.9 2.3 0.2

311 324 280 304 318

Note. Due to the merger of KILROY Denmark and Jysk Rejsebureau per 1 January 2010 the key f igures for the years 2010-2011 are not fully comparable to the years 2007-2009

Average number of full-time employees

(FTE)

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

DK

FI

NL

NO

SE

IS

Own Operations

5 The KILROY Group

KILROY International A/S heads a European-based group of companies that are leading in the segments in which they operate.

The Group operates several brands in six markets, and employs nearly 400 people.

Brands and Competence

The KILROY Group believes in the importance of strong brands to create long-term benefits for our customers and for our company. We constantly allocate resources to expand our knowledge of customer needs and preferences. This knowledge is integrated into our branding process to create a clear and unique position in the minds of our customers.

This brand value is further supported by the high competence of our staff who, together, comprise a platform of specialists that is regarded as an authority by our customers.

Operation

The KILROY Group‘s activities are separated into a number of business areas which have full profit & loss responsibility.

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

Operations through Cooperation

DK

SE

SkiTravelGroup

Horizons A/S (Denmark)

KILROY International A/S (Denmark)

OY KILROY Finland AB (Finland)

KILROY Netherlands B.V. (Netherlands)

KILROY Norway AS (Norway)

KILROY Sweden AB (Sweden)

KILROY group travel A/S (Denmark)

100%

100%

57%

100%

100%

100%

OurWorld A/S (Denmark)

SkiTravelGroup (Denmark)

40%

27.6%

Amsterdam Bergen Copenhagen Gothenburg Groningen Helsinki Holstebro Lund Odense Oslo Reykjavik Stockholm Trondheim Turku Utrecht Uppsala Aalborg Aarhus

Locations

KILROY Iceland ehf. (Iceland)

100%

6 The KILROY Group

Legal Structure as per March 28, 2012

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

7

The KILROY Group delivered a robust result for the year 2011.

Turnover reached DKK 1,437 million compared to DKK 1,492 million in 2010.

Operating profit (EBITDA) was DKK 42 million, up from DKK 35 million in 2010.

The KILROY Group closed 2011 with a profit before tax (EBT) of DKK 40 million, which equals a return on equity of 55% compared to 49% in 2010.

The financial result of the KILROY Group has met the targets for both sales and profitability, and the Board of Directors considers this development satisfactory.

The improved 2011 profitability stems from several areas of the KILROY Group. However, the Team Benns activities in Denmark and KILROY in Norway have shown particularly strong development.

The Danish company Horizons, which holds the merged operations of KILROY Denmark and Jysk Rejsebureau, has also developed considerably and is now contributing to the Group’s result in accordance with expectations.

The increase in EBITDA must be seen in the context that 2010 included a one-off income of DKK 6.8 million due to reclassification of certain business segments. Adjusted for this one-off

Income, the improvement of EBITDA is 45%.

The above-mentioned reclassification also affected the turnover with DKK 51 million, which balances the turnover in 2011 with 2010.

The EBITDA development for the KILROY Group is shown in the chart below.

Market environment

2011 offered its usual share of external events that impacted the industry. That aside, the market environment was generally positive.

Distribution

The self-service sales channel continues to grow, and this channel is often the first step in a chain of sales transactions.

Sales channels offering personal counselling are important to travellers planning long and complicated journeys, and to very young travellers preparing their first trip. These channels must develop constantly in order to ensure significant and relevant value propositions.

In regard to physical sales locations, the number remained unchanged during 2011. The Utrecht sales location has been relocated and plans have been made to relocate the Lund location. In general, larger units have proven essential in developing valued competences.

The unique youth and student ticket

For several decades, the KILROY Group has been active in SATA (Student Air Travel Association), which has facilitated travel opportunities for students and young people. Originally, this type of travel was conducted on the SATA member’s own flight ticket stock, and settlement was made after the ticket was flown. This is also known as the flown revenue concept. The SATA ticket met the demands of a special segment of students and other young people who often travel for longer periods. Those

Report of the Board of Directors

12

2226

35

42

0,0%

0,5%

1,0%

1,5%

2,0%

2,5%

3,0%

3,5%

0

5

10

15

20

25

30

35

40

45

2007 2008 2009 2010 2011

EBITDA

EBITDA mDKK

EBITDA %

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

8

demands are affordable prices and a high degree of flexibility.

The KILROY Group is unyielding in keeping these demands in focus. However, the Group is also moving to streamline the business to meet the suppliers’ demand for seamless integration. This is pursued via industry standard settlement procedures ensuring cost-efficiency both for KILROY and the airlines.

The unique youth and student ticket has been the instrument for serving more than 10,000 young people while en route in 2011. This service is primarily provided online from a central service team in Copenhagen.

Mergers & acquisitions

As of January 1, 2011, KILROY group travel A/S (Team Benns) acquired 40% of OurWorld A/S – a Danish-based travel company specialised in guided group tours.

Also from January 1, 2011, KILROY Invest A/S was merged into KILROY International A/S in order to simplify and optimise the business operation. Changes in Danish legislation made this merger relevant.

As of May 1, 2011, all skiing activities in the brand Team Benns Ski were merged with Højmark Rejser. In return, KILROY group travel A/S now owns 27.6% of the

merged company, which has been named SkiTravelGroup. In addition to Højmark Rejser and Team Benns Ski, SkiTravelGroup also operates the ski brands ClickSki.com and Lion Alpin. See page 6.

In August 2011, KILROY group travel A/S divested its 15% stake in the Danish charter company Primo Tours A/S.

At the end of 2011, KILROY Iceland ehf. was established as a fully-owned subsidiary of KILROY International A/S.

Brands & business areas

During 2011, Team Benns further expanded its activities in Norway. Safaritur.no and USAtur.no have been added to the sub-brand “tur.no.”

KILROY also expanded during 2011 by adding KILROY deals to its business. See more about “deals” on page 14.

IT & other investments

The KILROY Group will continue to make investments in businesses and assets that facilitate long-term growth and development.

Investments in IT remain a focus area. Thus an internal project was launched in 2011 with the purpose of developing a new, enhanced selling point. A beta-version was released in the beginning of 2012 and initial test results are positive.

KILROY uses mainstream technology in all parts of the IT infrastructure.

The majority of operational IT costs are based on long-term maintenance agreements ensuring ongoing updates, and adoption of the newest market trends and developments.

Organisation

The average number of employees (fulltime equivalent) in 2011 was 311 compared to 324 in 2010. The main driver for the reduction has been the transfer of staff to SkiTravelGroup in connection with the merger between Team Benns Ski and Højmark Rejser.

Once again, there are many reasons to thank our employees for their effort in 2011. The continuous improvement of profitability has many sources - first and foremost a vigorous and determined organisation!

The KILROY Group sees the competences of the sales organisation as imperative for our future success. Consequently, resources are sharply focused on training and upgrading the organisation. Investments in IT technology and the optimisation of work processes are seen as an integral part of this development in order to reduce average transaction costs, and to save employees’ time and focus for creating customer value.

Report of the Board of Directors

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

9

The chart below illustrates the development in the number of employees and sales per employee.

Corporate Social Responsibility

It is a goal of the KILROY Group that employees, suppliers and customers all pursue their best endeavours in a manner that supports the neighbouring community and, to the extent possible, limits any negative impact on the environment.

The KILROY Group business by its very nature facilitates and builds

understanding and respect among cultures. However, the nature of the business also involves a significant amount of air transportation, which carries a certain environmental impact.

The KILROY Group does not have an official written policy for social responsibility, consequently concrete results regarding the work with social responsibility cannot be presented at this stage. However, the KILROY organisation has developed a Code of Conduct that was implemented in 2011 in all companies of the KILROY Group. The purpose of the code is to clarify how all individuals in the KILROY Group should conduct business matters. Initially, the main focus has been on local issues, e.g., general legislation, gender justice, working environment and environmental consciousness.

This work will proceed, and issues such as illness, supplier evaluation and corruption are expected to be included in the code.

KILROY Foundation

Some of the companies that form the KILROY Group were founded after World War II in an atmosphere of quest for broader understanding between cultures. This was pursued through the exchange of students. It may be argued that the globalisation of the world today offers intercultural interaction far beyond what the students in the forties dreamed of.

However, KILROY believes that education in a broad context is as important today as it was then.

To support this vision, it was decided in December 2011 to establish the KILROY Foundation.

The purpose of the foundation is to contribute to the development of international

understanding through supporting educational activities throughout the world.

Initially, the KILROY Foundation received a gift from KILROY International of DKK 1,000,000 (EUR 130,000).

Shareholder information

The ownership structures remained unchanged during 2011. The Danish company, SSTS A/S, holds 100% of the shares in KILROY International A/S.

SSTS A/S currently has no other activities than the ownership of the KILROY Group. SSTS A/S is owned by a group of Nordic investors who have, or have had, management positions within the Group.

Expectations for 2012

The expectation for 2012 is that the KILROY Group will deliver a result close to the result of 2011, save for external events beyond the control of the Group.

Report of the Board of Directors

0,0

0,5

1,0

1,5

2,0

2,5

3,0

3,5

4,0

4,5

5,0

0

50

100

150

200

250

300

350

2007 2008 2009 2010 2011

Employees

Number of FTE Turnover per FTE

mDKK

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

10

KILROY travels has built a solid reputation as the leading specialist in youth and student travel.

We specialise in tailor-made packages. Our sales consultants are experts at putting together complex flight itineraries and round-the-world trips. And just as importantly, they are passionate about travelling.

With KILROY, customers get the best of both worlds: expert personal service from our sales consultants, and self-service through the KILROY website.

Read more at www.kilroy.eu

KILROY travels

Denmark

23%

Finland

14%

Netherlands

13%

Norway

31%

Sweden

19%

2011 Turnover per

market

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

11

KILROY education is a strong brand in the student market, offering counselling to students who wish to study abroad.

KILROY education works closely with recognised universities throughout the world, offering primarily fulltime degree programmes.

Based on 15 years of experience, KILROY education is constantly expanding. We now offer our services in all five Nordic markets, as well as in the Netherlands. KILROY education is also launched in the Icelandic market in 2011 providing online services with local support during the ongoing startup phase.

Read more at www.kilroy.eu

KILROY education

Denmark

12%

Finland

10%

Netherlands

9%

Norway

34%

Sweden

35%

2011 Turnover per

market

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

12

KILROY group travel maintains a dominant position in the Nordic market, specialising in youth and student educational travel.

Our market share has grown steadily, and we are both ensuring and building upon our strong position by focusing on concept development and staff competence. The concept, “Go beyond sightseeing,” has been developed in collaboration with our target group, the teachers. The concept is to provide them with educational material to be used both before and during their study trip, enabling them to save time on preparation and strengthen the educational content in the order to justify the costs.

Read more at www.kilroygroups.com

KILROY group travel

Denmark

38%

Finland

22%

Norway

32%

Sweden

8%

2011 Turnover per

market

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

13

KILROY deals is a new brand being launched across the KILROY markets offering discounts relevant for students and youth in their daily life.

KILROY deals is a development of the ISIC card (International Student Identity Card), which KILROY has represented across the Nordic countries for more than 40 years. ISIC is supported by UNESCO, has over 4 million card holders and gives access to over 40,000 benefits worldwide.

Read more soon at kilroy.eu

13 KILROY deals

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

14

Jysk Rejsebureau has been tailoring tours for the adventurous traveller for more than 25 years.

Our sales consultants are experienced travellers themselves, and they focus on giving customers the opportunity to experience areas that are often found only where the asphalt ends and the roads turn into trails. We love to compose trips with a high content of “feeling the world” – trips that are unique in experience yet affordable.

Read more at www.jr.dk

Jysk Rejsebureau

Denmark

100%

2011 Turnover per

market

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

15

Team Benns is a Danish travel agency specializing in a number of unique concepts which all have a solid and profitable market position.

With a starting point in group travel, TEAM BENNS has expanded its product portfolio to include skiing, safaris, cruises, escorted tours and comprehensive destination programs in USA/Canada and Australia/New Zealand, aimed at the +50 segments. A number of these product lines have also been launched in Norway under the umbrella brand, “tur.no.”

Read more at www.team-benns.com and www.australiatur.no / usatur.no / safaritur.no / gruppetur.no

Team Benns

Denmark

95%

Norway

5%

2011 Turnover per

market

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

16

KILROY International A/S’ net result in 2011 is DKK 25.4 million, compared with DKK 21.6 million in 2010.

Shareholders’ equity

The share capital remains unchanged at DKK 17.8 million. Free reserves including proposed dividend total DKK 38.1 million. Total Group shareholders’ equity is DKK 55.9 million at the end of the year.

Dividends and dividend policy

As ordinary dividend to be decided at the Annual General Meeting, the Board recommends a payment of DKK 20.0 million.

Future dividends will also be proposed with consideration to the KILROY Group’s expansion plans, continued consolidation and liquidity.

Financial management

The KILROY Group placement policy allows placement in portfolio agreements with weighted average duration of 1-3 years and liquid assets in the short-term money market and in publicly traded securities and mortgage backed bonds with a relatively short average maturity.

It is the policy of the KILROY Group that the liquidity ratio always exceeds 100 in order to ensure that all short-term liabilities can be paid immediately.

It is also a policy that subsidiaries do not hold

liquid assets in excess of those required for normal operations, and they shall not accrue debt locally or make other financial arrangements/-agreements.

The financial risk of doing business in multiple countries and currencies is managed according to established policies to ensure that currency exposure is minimized to the extent possible.

KILROY International’s treasury function controls and hedges the consolidated foreign exchange exposure.

Established procedures for reporting are in place, as are limits for managing currency positions.

These policies ensure that financial instruments are used to limit risks. Subsidiaries operate mainly in their own local currencies.

In cases where the subsidiaries have foreign exchange exposure, they hedge their exposure via the KILROY Group’s corporate treasury function.

Investments

Investments in technology are a high priority and is considered as one of the key elements for long term sustainability.

In the last decade KILROY has invested substantial amounts in software and hardware. Consequently, our IT platform and supporting systems are up to date, flexible and scalable.

Events in 2012

No material events have occurred after the balance sheet date, which affect the assessment of the Annual Report 2011.

Auditing

KPMG is sole auditor.

SSTS A/S Annual Report

The Annual Report of KILROY International A/S is included in the Annual Report of SSTS A/S.

The Annual Report of SSTS A/S can be obtained from

SSTS A/S Knabrostræde 8 DK-1210 Copenhagen K

Financial Review

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

17 Management’s Statement

Statement by the Board of Directors and Management

Today, the Board of Directors have discussed and approved the annual report of KILROY International A/S for the financial year January 1 – December 31, 2011.

The annual report has been prepared in accordance with the Danish Financial Statements Act.

It is our opinion that the consolidated financial statements and the parent company financial statements give a true and fair view of the Group's and the Company's financial position at December 31, 2011 and of the results of the Group's and the Company's operations and cash flows for the financial year January 1 – December 31, 2011.

Further, in our opinion, the report of the Board of Directors gives a fair assessment of

the development in the Group's and the Company's operations and financial matters and the results of the Group's and the Company's operations and financial position.

We recommend that the annual report be approved at the annual general meeting.

Copenhagen, March 28, 2012

Board of Management

Claus H. Hejlesen

Managing Director

Board of Directors

Arnar Thorisson

Chairman

Tapio Kiiskinen

Vice Chairman

Sigurdur Kiernan Claus H. Hejlesen Robert Doeleman

(elected by staff)

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

18

To the shareholders of KILROY International A/S

Independent auditors' report on the consolidated financial statements and the parent company financial statements

We have audited the consolidated financial statements and the parent company financial statements of KILROY International A/S for the financial year 1 January – 31 December 2011. The consolidated financial statements and the parent company financial statements comprise accounting policies, income statement, balance sheet, cash flow statement and notes for the Group as well as for the parent company. The consolidated financial statements and the parent company financial statements are prepared in accordance with the Danish Financial Statements Act.

Management's responsibility for the consolidated financial statements and the parent company financial statements

Management is responsible for the preparation of consolidated financial statements and parent company financial statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control that Management determines is necessary to enable the preparation of consolidated financial statements and parent company financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' responsibility

Our responsibility is to express an opinion on the consolidated financial statements and the parent company financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and additional requirements under Danish audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance as to whether the consolidated financial statements and the parent company financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements and the parent company financial statements. The procedures selected depend on the auditors' judgement, including the assessment of the risks of material misstatement of the consolidated financial statements and the parent company financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company's preparation of consolidated financial statements and parent company financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by Management, as well as evaluating the overall presentation of the consolidated financial statements and the parent company financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our audit has not resulted in any qualification.

Opinion

In our opinion, the consolidated financial statements and the parent company financial statements give a true and fair view of the Group's and the parent company's financial position at 31 December 2011 and of the results of the Group's and the parent company's operations and consolidated cash flows for the financial year 1 January – 31 December 2011 in accordance with the Danish Financial Statements Act.

Statement on the Management's review

Pursuant to the Danish Financial Statements Act, we have read the Management's review. We have not performed any further procedures in addition to the audit of the consolidated financial statements and the parent company financial statements. On this basis, it is our opinion that the information provided in the Management's review is consistent with the consolidated financial statements and the parent company financial statements.

Copenhagen, March 28, 2012

KPMG

Statsautoriseret Revisionspartnerselskab

Sven Carlsen

State Authorised Public Accountant

Per Lund

State Authorised Public Accountant

Independent Auditor’s Report

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

19 Accounting Policies

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

General

The Annual Report for 2011 for KILROY International A/S is presented in accordance with the provisions of the Danish Financial Statements Act for accounting class large-C companies.

The Annual Report has been prepared using the same accounting policies as last year.

Consolidated Accounts

The consolidated accounts include the annual accounts of the parent company; KILROY International A/S, and all subsidiaries that the parent company controls directly or indirectly.

The consolidated accounts are prepared by adding items of a similar nature in the accounts of KILROY International A/S and its subsidiaries.

Subsidiary accounts that are included in the consolidated accounts are prepared in accordance with the accounting policies of the parent company.

Profit and loss statements of foreign subsidiaries are converted into Danish kroner (DKK) using the average exchange rates for the year. Balance sheet items are converted at the exchange rate at the end of the year.

Exchange rate adjustments of the equity of foreign subsidiaries at the beginning of the year, and exchange rate adjustments of the profit and loss accounts from average rates to year-end rates, are posted against the Group shareholders’ equity. In the consolidation of the accounts, intercompany income and expenses, intercompany accounts, and intercompany profits and losses are eliminated. The parent company’s share in a subsidiary is calculated as its share of the subsidiary’s net assets.

Upon acquisition of a subsidiary, the share of the net assets is calculated according to the Group’s accounting policies. If the purchase price deviates

from the value of the net assets, the difference is, to the extent possible, allocated to the assets or liabilities that have a higher or lower value. In addition, provisions are made for the expenses incurred at the time of purchase.

Goodwill in connection to acquisitions is capitalised and amortised over a maximum 20-year period.

Newly acquired or established companies are included in the consolidated accounts from the date when control was gained.

Divested companies are included up to the date of disposal.

Other financial assets includes investments in non-controlled companies.

Profit and Loss Account

Turnover

Turnover includes the year’s sales of travel products and services.

Revenues from individual oriented products are booked at the time of invoicing, regardless of departure date.

Revenues from group travel products are booked in the accounting period that coincides with the departure date of the trip.

Cost of products sold

Cost of products contains invoiced and accrued cost of travel related products, services and financial arrangements.

Result from shares in subsidiaries

Net profits or losses in subsidiaries contain the proportionate share of net profits or losses in the subsidiaries.

Tax

KILROY International A/S is jointly taxed with Danish subsidiaries and the parent company SSTS A/S. Subsidiaries are included/excluded in the joint taxation at the same time, as they are included/excluded in the consolidation.

The current Danish corporation tax is allocated among the jointly taxed Danish companies in proportion to their taxable income (full absorption with refunds for tax losses).

Tax for the year comprises current tax, joint taxation and changes in deferred tax for the year including adjustments to tax rates. The tax expense relating to the profit/loss for the year is recognised in the income statement, and the tax expense relating to changes directly recognised in equity is recognised directly in equity.

Deferred tax is provided under the liability method and covers all temporary differences between accounting and tax values of the assets and liabilities.

Deferred tax is furthermore provided for re-taxation of tax deductible losses realised in non-Danish associated companies, if the re-taxation is expected to be realised by the associated companies’ departure from the Danish joint taxation scheme.

The tax value of tax loss carry-forwards will be set off against deferred tax liabilities to the extent that the tax losses and other tax assets are expected to be utilised in the future taxable income. Deferred tax is calculated according to applicable tax laws and according to the expected tax rate.

20 Accounting Policies

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

Balance Sheet

Fixed assets

Fixed assets are carried at cost less accumulated depreciation and impairment. Assets are written down if their value has depreciated and cannot be seen as appreciating in the near future.

Depreciation is calculated on a straight-line basis of the cost according to the following guidelines, based on the estimated economic life of the asset:

▪ Software 3-5 years

▪ Goodwill 3-20 years

▪ Land and buildings 33-50 years

▪ Leasehold improvements 5 years

▪ IT and other equipment 3-5 years

Participating interests in subsidiaries

Participating interests in subsidiaries are valued according to the equity method at the proportionate share of the net assets.

Financial assets

Are recognised at fair value, if available otherwise at cost.

Inventories

Goods for resale are measured at cost price.

Write-downs are made according to obsolescence and other forms of value depreciation.

Receivables

Receivables are stated at amortized cost net of provisions for possible losses.

Prepaid expenses

Prepaid expenses are measured at cost.

Bonds and securities

Publicly traded bonds are stated at the market value at year-end. Realised and unrealised gains and losses are included in the profit and loss account.

Dividend

Dividend is stated in the accounts at the time when the company at the Annual General Meeting, the company thereby having incurred a liability, decides it. The dividend that is proposed for distribution is included in the equity under the item “retained earnings”.

Other provisions

Other provisions include an estimated liability, which will presumably lead to an outflow of resources.

Financial liabilities

Are stated at amortised cost, if not stated otherwise.

Rent and leasing

The parent company and the Group have entered into rental and leasing agreements for offices and equipment for multi-year periods.

Rental and leasing expenses are stated in the profit and loss account for the applicable period.

The aggregate rental and leasing liability is stated under contingent liabilities.

Currency conversion

Accounts in foreign currency are stated at the exchange rate at year-end. Gains and losses are included in financial items. Currency contracts to hedge forward income and expenses are booked in the profit and loss account at market values.

Currency contracts to hedge incomes and expenses that are booked are included in the profit and loss at market value of the currency contract. Changes in the value of the hedging instrument after tax are stated directly in the equity until the hedged asset is realised.

Cash Flow Statement

The cash flow statement is presented according to the indirect method based on the operating profit.

The cash flow statement shows the Group’s cash flow for the year and is divided into cash flow from operating, investing and financial activities.

Cash flow from operating activities covers cash flow from the year’s operations, adjusted for operating items of a non-cash nature and changes in working capital.

Working capital includes current assets less liquid assets and current, non-interest bearing liabilities and dividends.

Cash flow from investing activities covers cash flow in connection with the purchase and sale of fixed assets, including participating interests and other long-term securities.

Cash flow from financing activities covers payments to and from shareholders, together with the raising of and repayment of interest bearing liabilities.

Liquid assets are cash holdings, money market deposits in banks, and marketable securities stated under current assets.

21 Profit & Loss Account

January 1 - December 31

2011 2010 2011 2010

Note kDKK kDKK kDKK kDKK

Turnover 1,437,333 1,492,059 17,272 17,152

Cost of products sold -1,201,484 -1,267,397 1,094 2,670

Gross profit 235,849 224,662 18,366 19,822

1 Sales and administrative costs -62,712 -63,167 -1,381 -384

2 Personnel costs -131,500 -126,848 -23,641 -21,242

EBITDA 41,637 34,647 -6,656 -1,804

3 Depreciation -5,790 -7,951 -968 -1,099

EBIT 35,847 26,696 -7,624 -2,903

6 Result from shares in subsidiaries - - 30,079 22,569

4 Financial income, net 4,197 3,706 1,352 2,051

EBT 40,044 30,402 23,807 21,717

5 Tax -11,285 -8,581 1,628 -127

Net profit for the year 28,759 21,821 25,435 21,590

Gain/loss attributable to minority -3,324 -231

Result attributable to KILROY International A/S 25,435 21,590

Proposed appropriation of net result:

Retained earnings at the beginning of the year 31,581 22,209

Net profit for the year 25,435 21,590

Paid dividend -19,000 -14,000

Other free reserves 83 1,782

38,099 31,581

Proposed dividend -20,000 -19,000

Retained earnings at the end of the year 18,099 12,581

Group Parent

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

22 Balance Sheet

December 31

ASSETS 2011 2010 2011 2010

Note kDKK kDKK kDKK kDKK

FIXED ASSETS

Software 3,838 2,792 3,827 2,792

Goodwill 13,040 17,737 - -

3 Intangible fixed assets 16,878 20,529 3,827 2,792

Land and buildings 785 815 - -

Leasehold improvements 2,578 2,017 133 172

IT hardware and other equipment 1,613 2,155 731 644

3 Tangible fixed assets 4,976 4,987 864 816

6 Shares in subsidiaries - - 73,725 62,058

6 Other financial assets 3,933 1,686 - -

Financial fixed assets 3,933 1,686 73,725 62,058

TOTAL FIXED ASSETS 25,787 27,202 78,416 65,666

CURRENT ASSETS

Inventories 3,106 4,005 - -

Trade debtors 30,840 28,716 1,372 1,134

Amounts due from affiliated companies 19,552 22,652 19,752 30,160

Other receivables 3,538 3,272 959 960

Prepaid expenses and accrued income 10,538 11,932 511 1,082

Total receivables 64,468 66,572 22,594 33,336

Bonds and securities 451 660 281 355

Cash at bank and in hand 197,080 183,803 58,414 69,239

TOTAL CURRENT ASSETS 265,105 255,040 81,289 102,930

TOTAL ASSETS 290,892 282,242 159,705 168,596

ParentGroup

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

23 Balance Sheet

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

December 31

LIABILITIES 2011 2010 2011 2010

Note kDKK kDKK kDKK kDKK

EQUITY

Share capital 17,839 17,839 17,839 17,839

Proposed dividend 20,000 19,000 20,000 19,000Retained earnings 18,098 12,581 18,099 12,581

55,937 49,420 55,938 49,420

Minority interests 8,939 5,615 - -

7 TOTAL EQUITY 64,877 55,035 55,938 49,420

PROVISIONS

8 Other provisions 4,467 5,953 4,467 5,953

5 Deferred tax 921 2,679 829 2,332

TOTAL PROVISIONS 5,388 8,632 5,296 8,285

LONG-TERM LIABILITIES

9 Long-term debt 483 800 - -

TOTAL LONG-TERM LIABILITIES 483 800 0 0

CURRENT LIABILITIES

Trade creditors 127,438 153,730 2,457 2,551

Amounts owed to subsidiaries - - 90,724 100,653

Other liabilities 26,917 17,333 1,838 4,207

Accrued liabilities 13,394 29,023 3,452 3,480

10 Advance payments 52,395 17,689 - -

TOTAL CURRENT LIABILITIES *) 220,144 217,775 98,471 110,891

TOTAL LIABILITIES 290,892 282,242 159,705 168,596

11 Contingent assets, liabilities and secured debt

12 Subsidiaries

13 Related parties

*) Due to reclassification of certain business segments in 2010, as mentioned in the Report o f the Board of Directors, the figures are not fully comparable.

Group Parent

24 Cash Flow Statement

January 1 - December 31

2011 2010 2011 2010kDKK kDKK kDKK kDKK

EBIT 35,847 26,696 -7,624 -7,013

Adjustments for non-cash items

Depreciation 5,790 7,951 968 449

Exchange rate and other adjustments 862 2,815 198 413

Working capital

Change in inventories 900 -201 0 0

Change in receivables -2,215 -8,321 7,642 -2,802

Change in other provisions -1,487 5,953 -1,487 0

Change in trade creditors -26,292 21,105 -94 -2,383

Change in other liabilities 24,850 -53,153 -9,381 -26,940

Cash flow from operating activities before financial items 38,255 2,845 -9,777 -38,276

Net interest income, etc. 3,368 2,989 1,305 1,551

Paid taxes -6,610 -6,674 -2,809 1,828

Cash flow from operating activities 35,013 -840 -11,281 -34,897

Purchase/sale of shares -2,364 -789 0 -6,940

Net purchase of plant, operating equipment etc. -3,681 -19,133 -2,051 -18

Cash flow from investment activities -6,045 -19,922 -2,051 -6,958

Capital contributions in subsidiaries 0 0 0 0

Loan to affiliated companies 3,100 3,303 3,100 3,303

Bankdebt 0 317 0 0

Dividends paid/received -19,000 -14,000 -668 15,141

Cash flow from financial activities -15,900 -10,380 2,432 18,444

Net cash flow from operating, investing and financing activities 13,068 -31,142 -10,900 -23,411

Liquid assets at the beginning of the year 184,463 192,789 69,595 68,108

Liquid assets from acquired companies 0 22,816 0 0

Liquid assets at the end of the year 197,531 184,463 58,695 44,697

Not all figures above can be found directly in the Annual Report, mainly due to the merger of KILROY Denmark and Jysk Rejsebureau.

ParentGroup

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

1. FEES TO AUDITORS APPOINTED AT THE GENERAL MEETING 2011 2010 2011 2010

kDKK kDKK kDKK kDKK

Audit services 899 848 297 300

Tax assistance 74 122 54 75

Other assurance engagements 0 21 0 0

Other assistance 292 223 42 79

Total auditor fees 1,265 1,214 393 454

2. PERSONNEL COSTS 2011 2010 2011 2010

kDKK kDKK kDKK kDKK

Salaries and wages 110,377 107,020 21,544 19,645

Social security contributions 7,438 7,172 270 235

Pensions 6,088 5,220 924 838

Other personnel costs 7,597 7,436 903 524

Total personnel costs 131,500 126,848 23,641 21,242

In 2011 the Group employed an average of 311 persons, full time equivalent (2010: 324). In 2011 the parent company employed an

average of 48 persons, full time equivalent (2010: 43).

Group Parent

Group Parent

25 Notes to the Accounts

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

26 Notes to the Accounts

3. FIXED ASSETSSoftware Goodwill

Land &

buildings

Leasehold

improvements

IT and other

equipment Total

kDKK kDKK kDKK kDKK kDKK kDKK

GROUP

Cost at the beginning of 2011 48,276 39,595 1,668 9,880 34,950 134,369

Exchange rate adjustments 0 33 0 -1 13 45

Additions in year 1,485 43 0 1,209 944 3,681

Disposals in year -43,886 -17,731 0 -605 -7,240 -69,462

Cost at the end of 2011 5,875 21,940 1,668 10,483 28,667 68,633

Depreciation at the beginning of 2011 -45,484 -21,858 -853 -7,863 -32,795 -108,853

Exchange rate adjustments 0 -16 0 2 -12 -26

Disposals in year 43,886 16,566 0 605 6,833 67,890

Depreciation in year -439 -3,592 -30 -649 -1,080 -5,790

Depreciation at the end of 2011 -2,037 -8,900 -883 -7,905 -27,054 -46,779

Carrying amount at the end of 2011 3,838 13,040 785 2,578 1,613 21,854

Carrying amount at the end of 2010 2,792 17,737 815 2,017 2,155 25,516

PARENT

Cost at the beginning of 2011 46,143 4,046 0 876 7,999 59,064

Additions in year 1,468 0 0 19 564 2,051

Disposals in year -43,086 -4,046 0 -605 -6,452 -54,189

Cost at the end of 2011 4,525 0 0 290 2,111 6,926

Depreciation at the beginning of 2011 -43,351 -4,046 0 -704 -7,355 -55,456

Depreciation in year -433 0 0 -58 -477 -968

Disposals in year 43,086 4,046 0 605 6,452 54,189

Depreciation at the end of 2011 -698 0 0 -157 -1,380 -2,235

Carrying amount at the end of 2011 3,827 0 0 133 731 4,691

Carrying amount at the end of 2010 2,792 0 0 172 644 3,608

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

27 Notes to the Accounts

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

4. FINANCIAL INCOME, NET 2011 2010 2011 2010

kDKK kDKK kDKK kDKK

Financial income 5,964 4,233 1,964 2,652

Financial expenses -1,767 -527 -612 -601

Financial income, net 4,197 3,706 1,352 2,051

Of the parent company´s financial expenses, kDKK 564 is interest to subsidiaries (2010: kDKK 332).

5. TAX 2011 2010 2011 2010

kDKK kDKK kDKK kDKK

Current tax charge 12,560 8,395 0 0

Joint taxation contributions 0 0 -567 1,517

Adjustments to previous year´s tax charge 442 0 442 0

Change in deferred tax and other changes -1,717 186 -1,503 -1,390

Total tax 11,285 8,581 -1,628 127

Deferred tax primo 2,679 2,916 2,332 3,723

Addition due to merger and sold activities -171 279 0 0

Exchange rate and other adjustments 130 -423 0 0

Change in deferred tax, net -1,717 -93 -1,503 -1,391

Deferred tax ultimo 921 2,679 829 2,332

In 2011, kDKK 6,610 (2010: kDKK 6,674) was paid as corporate tax in the Group.

In 2011, kDKK 3,040 (2010: kDKK 3,422) was paid as corporate tax in the parent company and jointly taxed consolidated Danish subsidiaries.

Of the parent company´s financial income, kDKK 0 is interest from subsidiaries (2010: kDKK 30) and kDKK 1,085 from the parent company

(2010: kDKK 1,173).

Group Parent

Group Parent

The deferred tax liability is based on the temporary difference between the book value and the statutory value of assets and liabilities. The

parent company is taxed jointly with the Danish subsidiaries.

28 Notes to the Accounts

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

6. SHARES IN OTHER FINANCIAL ASSETS AND SUBSIDIARIES 2011 2010 2011 2010kDKK kDKK kDKK kDKK

Cost at the beginning of the year 1,686 186 62,655 55,715

Purchase of shares and capital contributions 3,912 1,500 23 6,940

Sale of shares and capital contributions -1,665 0 0 0

Cost at the end of the year 3,933 1,686 62,678 62,655

Adjustments at the beginning of the year -597 -2,349

Exchange rate adjustments -103 2,083

Profit after tax and minority 30,079 28,810

Dividends from subsidiaries -18,332 -29,141

Adjustments at the end of the year 11,047 -597

Book value at the end of the year 73,725 62,058

Profit after tax in subsidiaries 30,505 28,810

Amortization of goodwill -426 0

Write off of receivables in subsidiaries 0 -7,750

Assignment of liabilities to parent company 0 1,509

Result from shares in subsidiaries 30,079 22,569

A list of subsidiaries is shown on page 30

Other financial

assetsSubsidiaries

29 Notes to the Accounts

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

7. EQUITY 2011 2010 2011 2010

kDKK kDKK kDKK kDKK

Share capital at the beginning of the year 17,839 17,839 17,839 17,839

Capital adjustments 0 0 0 0

Share capital at the end of the year 17,839 17,839 17,839 17,839

Retained earnings at the beginning of the year 31,581 22,209 31,581 22,209

Exchange rate and other adjustments 83 1,782 83 1,782

Dividend paid during the year -19,000 -14,000 -19,000 -14,000

Proposed dividend 20,000 19,000 20,000 19,000

Net result of the year 5,435 2,590 5,435 2,590

Retained earnings at the end of the year 38,098 31,581 38,099 31,581

Total equity 55,937 49,420 55,938 49,420

Minority shareholders' share of equity at the beginning of the year 5,615 0

Additions/Disposals 0 5,384

Share of net result 3,324 231

Minority shareholders' share of equity at the end of the year 8,939 5,6150 0

Total Group shareholders' equity 64,876 55,035

8. OTHER PROVISIONS

Deferred income that is expected to mature in future years. Uncertainty exists for both amount and maturity.

9. LONG-TERM DEBT 2011 2010 2011 2010

kDKK kDKK kDKK kDKK

Bankdebt 0 317 0 0

Employee bonds 483 483 0 0

Total Long-term debt 483 800 0 0

All debt is due between 1 to 5 years.

Bank guarantee of kDKK 483 is issued to secure the obligations towards the employee bonds.

Group Parent

Group Parent

30 Notes to the Accounts

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

10. ADVANCE PAYMENTS

Primarily prepayments from travel ordered for 2012.

11. CONTINGENT ASSETS, LIABILITIES AND SECURED DEBT

The parent company has entered into rent and lease obligations with remaining terms of 6 months. Rent and lease payments in the periods

of the agreements total kDKK 621.00 (2010: kDKK 626.00). In total kDKK 621.00 is due in 2012.

The KILROY Group has issued guarantees/letters of credit for an amount of mDKK 28.1 (2010: mDKK 25.6) that is secured by an equal cash

pledge of deposits.

The Group has entered into rent and lease obligations with remaining terms of up to 5 years. Rent and lease payments in the period of the

agreements total kDKK 25.937000 (2010: kDKK 29.278000). In total kDKK 10.60000 is due in 2012.

12. SPECIFICATION OF SUBSIDIARIES Country City CurrencyShare

Capital

Capital

Share

Dividend

2011

Horizons A/S Denmark Copenhagen DKK 5,177 57% 0

KILROY Norway AS Norway Oslo NOK 4,000 100% 6,950

KILROY Sweden AB Sweden Stockholm SEK 2,500 100% 2,000

OY KILROY Finland AB Finland Helsinki EUR 336 100% 0

KILROY Netherlands B.V. The Netherlands Amsterdam EUR 2,147 100% 0

KILROY Iceland ehf. Iceland Reykjavik ISK 500,000 100% 0

KILROY group travel A/S Denmark Copenhagen DKK 1,100 100% 10,000

- OurWorld A/S Denmark Holstebro DKK 500 40% 0

- Ski Travel Group A/S Denmark Ringkoping DKK 808 27.6% 0

13. RELATED PARTIES

Related parties are SSTS A/S, Knabrostraede 8, DK-1210 Copenhagen, which owns 100% of the shares in KILROY International A/S.

31

Board of Directors

Arnar Thorisson Chairman Chairman, Iceland Invest Ltd. Chairman, Iceland Properties Ltd. Board Member, Caoz Plc.

Tapio Kiiskinen Vice Chairman Chairman, Destination Lapland Ltd. Member of the Finnish Association of Professional Board Members

Sigurdur Kiernan CEO, Investum Holding Ltd. Chairman, Geogreenhouse Ltd.

Robert Doeleman (elected by staff)

Product Manager, KILROY International A/S

Claus H. Hejlesen Managing Director & CEO KILROY International A/S

Registered Management

Claus H. Hejlesen

Managing Director & CEO, KILROY International A/S

Henrik Kaltoft

CFO, KILROY International A/S

Managing Director, OY KILROY Finland AB

Managing Director, KILROY Iceland ehf.

Managing Director, KILROY Netherlands B.V.

Managing Director, KILROY Norway AS

Allan Qvist

Managing Director, KILROY group travel A/S

Monica Murphy

Managing Director, KILROY Sweden AB

Ole Ærthøj

Managing Director, Horizons A/S

Member of World Youth Student & Educational Travel Confederation

Board of Directors and Management as of March 28, 2012

The Board of Directors’ and Management’s executive positions outside KILROY International A/S as disclosed in accordance with the Danish Financial Statements Act.

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

32

KILROY International A/S Knabrostræde 8 DK-1210 Copenhagen K, Denmark kilroy.eu

Horizons A/S Skt. Olufs Gade 2-4 DK-8000 Aarhus, Denmark Jysk Rejsebureau Skt. Olufs Gade 2-4 DK-8000 Aarhus, Denmark

Vesteraa 7 DK-9000 Aalborg, Denmark

jr.dk KILROY Skindergade 28 DK-1159 Copenhagen K, Denmark

Vestergade 100 DK-5000 Odense C, Denmark kilroy.dk OY KILROY Finland AB Kaivokatu 10 A FIN-00100 Helsinki, Finland

Eerikinkatu 2 FIN-20100 Turku, Finland kilroy.fi KILROY Iceland ehf. kilroy.is

KILROY Netherlands B.V. Singel 413-415 NL -012 WP Amsterdam, Netherlands

Oude kijk in´t Jatstraat 21 NL-9712 EA Groningen, Netherlands

Nobelstraat 119

NL-3512 EM Utrecht, Netherlands kilroyworld.nl KILROY Norway A/S Kirkegata 32 N-0153 Oslo, Norway

Vaskerelven 32 N-5014 Bergen, Norway

Olav Trygvasonsgate 33 N-7011 Trondheim, Norway kilroy.no

KILROY Sweden AB Master Samuelsgatan 42 Box 7144 S-103 87 Stockholm, Sweden

Vasagatan 7 S-411 24 Gothenburg, Sweden

Kungsgatan 2c S-223 50 Lund, Sweden

Bredgränd 3 S-753 20 Uppsala, Sweden kilroy.se

KILROY group travel A/S Knabrostræde 8 DK-1210 Copenhagen K, Denmark kilroygroups.com Nørregade 50 DK-7500 Holstebro, Denmark kilroygroups.dk Kaivokatu 10 D FIN-00100 Helsinki, Finland kilroygroups.fi Kirkegata 32 N-0153 Oslo, Norway kilroygroups.no Master Samuelsgatan 42 Box 7144 S-103 87 Stockholm, Sweden kilroygroups.se

TEAM BENNS Nørregade 51 DK-7500 Holstebro, Denmark team-benns.com Kirkegata 32 N-0153 Oslo, Norway team-benns.no tur.no Kirkegata 32 N-0153 Oslo, Norway australiatur.no gruppetur.no safaritur.no usatur.no

Auditor KPMG Osvald Helmuths Vej 4 Postboks 250 DK-2000 Frederiksberg Denmark

Attorney Kromann Reumert Sundkrogsgade 5 DK-2100 Copenhagen Ø Denmark

Main Bank Danske Bank Holmens Kanal 2 DK-1090 Copenhagen K Denmark

Addresses as of March 28, 2012

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

33 The History & the Legend

1946 Student organisations in all Nordic countries establish travel agencies.

1951 SSTS, Scandinavian Student Travel Service was established by the Scandinavian student travel agencies with the objective of purchasing flight seats jointly on behalf of all the agencies. The Nordic student travel organization were: DIS Rejser (Denmark), Travela (Finland), Univers Reiser (Norway) and SFS Resebyrå (Sweden).

Over the years, SSTS developed into a travel organization specialized in production and wholesale of student and youth tours. Besides its founders, SSTS serves other student and youth travel agencies in Europe and the US, and SSTS became a major travel operator, topping with 700,000 sold flight seats in 1973. However, the global oil crisis in 1973/74 changed the picture totally.

1987 SSTS is re-organised into a limited company. The majority shareowner is HYY Group, which is owned by The Student Union of Helsinki University.

1990 A wholesale company is established in Spain.

1991 SSTS and the Nordic travel agencies are merged into one group with SSTS as the parent company. The group’s name is changed to KILROY.

1994 The German youth travel agency ARTU is acquired.

1996 A sales company is established in the Netherlands.

1998 Axcel, Denmark takes over an equity stake in KILROY travels International A/S.

1999 Benns Rejser A/S, Denmark is acquired. The company name of Benns Rejser is later changed to MyPlanet.

2001 The Danish group travel company Team Travel is acquired and merged with group travel activities from Benns Rejser. The merged unit is branded Team Benns.

KILROY group travel A/S is established as a new parent company for group travel activities.

KILROY travels Germany - ARTU GmbH is sold.

2003 The Danish ski group travel operator “Peer Gynt” is acquired.

2004 Trading in the Spanish market is ceased.

2005 MyPlanet is divested.

The Danish ski operator Ski-experten is acquired.

2006 The Danish ski operator Qvistgaard Rejser is acquired.

HYY Group takes over Axcel’s equity stake in KILROY travels International A/S.

2007 All educational activities from International Education Centre (IEC), Norway are acquired.

The ownership structure is changed. A group of Nordic investors acquires 100% of the shares in KILROY travels International A/S. The majority shareholder is Iceland Invest Ltd

2008 All educational activities from IEC Online, Finland are acquired. Furthermore KILROY education is established in Denmark and the Netherlands.

2009 The name of the parent company of the Group is changed to KILROY International A/S.

All educational activities from StudyWorld, the Netherlands are acquired.

2010 Horizons A/S is established as a merger of KILROY Denmark and Jysk Rejsebureau.

All travel activities from Wasteels Rejser, Denmark is acquired.

An ownership stake is acquired in OurWorld A/S, Denmark.

2011

An ownership stake is obtained in the SkiTravelGroup which is established as a merger between the skiing activities from Team Benns and Højmark Rejser.

A sales company is established in Iceland

Young James Kilroy worked on the docks of

Boston back in the 1940s. His job was to load the

great steamships of that day with huge cases of

blue jeans bound for every corner of the world.

One early November morning the weather was

grey and gloomy, and James Kilroy felt more like

staying indoors, sheltered and under cover. “Hey

Kilroy, you're day dreaming again. Can't you ever

get anything done?”

Kilroy was used to the foreman and his insults.

And the cases full of 100 000 blue jeans were

waiting to be loaded. There was no way around it

- it had to be done, might as well get on with it.

But as Kilroy bent down to pick up one of the

heavy wooden boxes, he was struck by a great

idea - an idea so good, he just had to do it. With

a piece of chalk he wrote in big bold letters on

each and every box:

As these cases turned up in foreign ports all

around the world, Kilroy's spirit reached across

the world as well - a really effective way of

getting around! From that moment on, whenever

the foreman shouted at Kilroy that he wasn't

getting anything done, Kilroy just smiled. He

knew better. In ports all over the world there

were daily reminders that the foreman was all

wrong.

Kilroy knew that there's more than one way of

crossing borders, and breaking through all kinds

of barriers to be free and independent!

KILROY WAS HERE!

Key Figures The KILROY

Group

Report of the Board of

Directors

Jysk Rejsebureau

KILROY Team Benns Financial Review

Mgmt.'s Statement

Accounting Policies

Profit & Loss Statement

Balance Sheet

Cash Flow Statement

Notes to the Accounts

Board and Management

Addresses The History

and the Legend

Auditors’ Report

KILROY International A/S • Knabrostræde 8 • DK-1210 Copenhagen K • CVR-no. 10 91 52 95

Annual Report 2011