p. 2/16

Contents Management statement 3

Business review of the full year 2012 4

Highlights 4

Key financial figures FY2012 4

Net sales 5

Gross margin 5

Operating charges 6

Operating profitability 6

Financial result, taxes, net result 7

Main balance sheet items 7

Main events 8

Main events in 2012 8

Significant events after balance sheet date 9

Consolidated income statement (by function) 10

Consolidated statement of comprehensive income 11

Consolidated balance sheet 12

Consolidated statement of changes in equity 13

Consolidated cash flow statement 14

Statutory auditor’s statement 15

The full Annual Report will be published on the corporate website (www.omega-pharma.be) after March 15, 2013.

p. 3/16

Management statement

The financial information included in this condensed annual report is derived from the consolidated

financial statements of Omega Pharma NV, which are subject to audit by PwC Bedrijfsrevisoren. The

audit by PwC Bedrijfsrevisoren is substantially completed and has to date not revealed any material

misstatements. We hereby certify that, to the best of our knowledge, the consolidated financial

statements of Omega Pharma NV as of December 31, 2012, prepared in accordance with International

Financial Reporting Standards, as adopted by the European Union, and with the legal requirements

applicable in Belgium, give a true and fair view of the assets, liabilities, financial position and profit or

loss of the Company and the undertakings included in the consolidation taken as a whole, and that the

management report includes a fair review of the development and performance of the business and the

position of the Company and the undertakings included in the consolidation taken as a whole, together

with a description of the principal risks and uncertainties that they face.

Marc Coucke, CEO Barbara De Saedeleer, CFO

28 February 2013

p. 4/16

Business review of the full year 2012

Highlights

• Turnover grew 16% year on year, benefitting from the good results of the Top 20 brands and the

contribution from the brands acquired from GSK as of June 2012. Turnover of Top 20 brands

increased by 29% and represented 48% of consolidated turnover in 2012. Strong sales performance in

France, Italy, UK/Ireland, Germany, Russia and Belgium.

• Omega Pharma secured €300 million from issuance of two series of retail bonds to fund the

acquisition of 54 European OTC brands from GSK. Integration of brands acquired from GSK ahead of

schedule.

• Continued investments in top brands, as well as in optimizing the organization in selected countries.

• Profitability: improvement of all indicators (gross margin, operating cash flow margin, operating

profit margin, net margin)

Key financial figures FY 2012

(in € million) 2012 2011 Year on Year Evolution

Consolidated Net Sales 1 041.9 900.6 +16%

Gross Margin 549.6 454.4 +21%

As percentage of Net Sales 52.7% 50.5%

EBITDA (*) 202.2 139.3 +45%

As percentage of Net Sales 19.4% 15.5%

Net Result 65.9 35.7 +85%

(*) EBITDA: operating result before non-recurring items, increased with depreciations and amortization

p. 5/16

Net sales

Integration of the brands acquired from GSK strengthens brand strategy and improves market position in key geographic markets

Consolidated net sales increased by 16%, reflecting the inclusion ―as of June 2012― of the sales from the

brands acquired from GSK. On a like-for-like basis, the net sales of OTC products continued to grow in

spite of a weak consumer confidence in Europe. This demonstrates the robustness of the underlying OTC

sales figures. The turnover from the distribution of generics in Belgium decreased by 5% and represented

17% of 2012 consolidated net sales.

The 54 OTC brands acquired from GSK provided Omega Pharma in key European OTC markets with the

critical mass it was missing before. As of 2012, Omega Pharma is now also in the United Kingdom,

Germany and Italy a prominent competitor in the respective local OTC markets. In 2012, Omega Pharma

generated net sales exceeding €50 million in seven national markets, i.e. Belgium, France, Italy, the

UK/Ireland, the Netherlands Germany and the Nordics.

The acquired brands also strengthened Omega Pharma’s position in key segments of the European OTC

market. The new brand combinations represent strong market shares in the segments of cough-and-cold-

and-allergy remedies (including nasal hygiene products), sleeping aids and natural remedies. Moreover,

this acquisition also provides Omega Pharma with a solid platform in previously unexplored major

segments of the OTC market, including pain relief products and female intimate hygiene products.

Out of the 54 acquired brands, 7 have been integrated into the group’s Top 20 ― either as the principle

brand for their segment, or in combination with an existing brand of Omega Pharma’s portfolio. The Top

20 brands generated €495.4 million of sales, i.e. 48% of the 2012 consolidated turnover of the group.

This new position enables Omega Pharma to even better explore synergies and economies of scale. The

turnover of the Top 20 brands grew with 29% versus 2011.

Gross margin: 53% of Net Sales

Expressed as a percentage of net sales, the gross margin grew from 51% in 2011 to 53% in 2012. This is the

result of an improved product mix – i.e. more sales contribution from high-margin products and brands,

mainly those included in the Top 20 of the group, which had an average gross margin of 67%. Excluding the

distribution of generics in Belgium ―‘by definition’ characterised with a lower gross margin― the average

gross margin for the group was approximately 60%.

(in € thousand) FY2012

Gross Margin

% of Sales

FY2012

% of Sales

FY2011

Total group 549 565 52.7% 50.5%

Top 20 brands 330 448 66.7%

p. 6/16

Operating charges

Advertising & Promotion in support of Top 20 brands. Functional costs under control.

Sales and Marketing expenses ―including Advertising & Promotion (A&P)― increased by 15% to €277.2

million and represent 27% of net consolidated sales (an equal percentage as in 2011). The last few

years, Omega Pharma has consistently allocated its A&P budget largely in support of its Top 20 brands.

Approximately 40% of the 2012 consolidated A&P spent was allocated to TV advertising, which is

generally considered to be still the most effective advertising instrument for OTC products.

In 2012, Distribution expenses increased with 18% versus 2011 ― i.e. largely in line with the evolution

of the turnover. General administrative expenses, on the other hand, decreased with 8% versus 2011,

reflecting structural savings.

Operating profitability

EBITDA: 19% of Net sales.

The above-described factors led to a recurring EBITDA of €202.2 million for 2012 (19% of sales),

compared to €139.3 million for 2011 (16% of sales).

The main factors positively impacting the EBITDA were the sales growth, the improved average gross

margin and the well controlled evolution of the functional costs. This ultimately resulted in a 45%

growth of EBITDA – well ahead of sales growth.

Depreciations amortization and changes in provisions increased from €29.0 million in 2011 to €40.2

million in 2012, mainly as a consequence of the inclusion of the brands acquired from GSK mid-2012.

Non-recurring expenses amounted to €38.1 million and were largely defined by restructuring charges

and related provisions ― mainly referring to charges incurred for corporate projects (delisting,

acquisition of GSK brands, issuance of the retail bonds) and to organisational restructuring charges in

the Netherlands (plant closure), Germany (relocation of offices), Ireland (relocation of key activities to

Belgium), Belgium (relocation of Biover operations from Bruges to Nazareth) and Denmark (closing of

country office; integration of operations into the group’s Swedish organisation).

Starting from the above-mentioned recurring EBITDA this led to an Operating Result (EBIT) of €124.0

million for 2012 (12% of net sales), compared to €80.8 million for 2011 (+54% YoY).

p. 7/16

Financial result, taxes, net result

In 2012, the Financial Result amounted to €-37.9 million compared to €-29.0 million in 2011. This

evolution largely results from a higher level of average net debt in 2012 ― mainly associated with the

acquisition of the brands from GSK ― which caused an increase of the interests paid by €8.7 million.

Income taxes were €20.2 million for 2012, implying a tax rate of 24%. In 2011, income taxes amounted

to €16.0 million. Adjusting for the one-off item in 2011 ― i.e. the annulment of a tax asset in Germany

― the 2011 tax rate was 21%.

This yielded a Result after income tax of €65.9 million versus €35.7 million in 2011.

Main balance sheet elements

Net debt €756.7 million. Equity €825.4 million

On 31 December 2012, net debt amounted to €756.7 million (according to the methodology applied for

the bank covenants). On 30 June 2012 this was €658.3 million and €422.1 million on 31 December 2011.

The increase by €334.6 million versus 31 December 2011 is mainly related to the acquisitions of 54

European OTC brands from GSK (June 2012), and of the Optalidon brand (November 2012), partly offset

by the €190.0 million capital increase (June 2012). With this net debt level, Omega Pharma remains

safely within the covenants agreed upon with its credit providers.

Working capital amounted on 31 December 2012 to €97.3 million, i.e. 9% of net sales (non-annualised

for acquisitions). On 30 June 2012, the working capital reached a level of €82.1 million (9% of net sales,

not annualised for acquisitions) and at the end of the previous period (2011) this was €51.6 million (6%

of net sales, idem). The increase is mainly related to the inclusion of the OTC brands acquired from

GSK.

Intangible assets corresponded to an amount of €1,517.2 million versus €1,042.2 million at the end of

2011. This increase mainly refers to two factors. First: the acquisitions (the OTC brands of GSK,

Optalidon). A second factor refers to Omega Pharma’s enhanced efforts in the field of new product

development, which led to increased investments in R&D, brands, licenses and patents.

The increase under property, plant and equipment refers to the inclusion of the Herrenberg

manufacturing site (Germany), which was part of the transaction with GSK.

Equity increased from €633.2 million to €825.4 million, principally as a result of the €190 million capital

increase implemented in June 2012 in the framework of the transaction with GSK.

The changes in Liabilities reflect the increased utilisation of existing credit facilities and the issuance of

two series of retail bonds, for financing the transaction with GSK. Net debt amounted to €756.7 million.

p. 8/16

Main events

Main events in 2012

• Following the initial acceptance period for the takeover bid, launched by Couckinvest NV (now

named Omega Pharma Invest NV) on 2 September 2011, the bid was reopened from 27 December

2011 until and including 6 January 2012. After the reopening, Couckinvest held or controlled 97.10%

of all shares outstanding, thus triggering a squeeze-out which ran from 16 January until and including

3 February 2012. After the payment (17 February 2012) for the shares tendered in the squeeze-out

Couckinvest held/controlled 99.26% of all shares outstanding. All remaining warrants were also

acquired at that time. All shares not acquired or tendered on 3 February 2012 are deemed

transferred to Couckinvest NV by operation of law, with consignation of the funds necessary for the

payment of their price to the Belgian Deposit and Consignation Office where these funds will be held

available for a period of thirty years. As a consequence of the successful takeover bid, the Omega

Pharma shares were delisted from NYSE/Euronext Brussels. The last listing day was 3 February

2012.

• 15 March 2012. Omega Pharma announced that it had reached an agreement with GSK for the

takeover of the formerly identified ‘non-core’ OTC-brands of GSK in Europe for the amount of €470

million (GBP 398 million) in cash. The acquired brands are amongst others Lactacyd, Abtei,

Solpadeine, Zantac, Nytol and Beconase and represented in 2011 a turnover of more than €200

million. The transaction was largely completed in June 2012. As a part of the agreement, Omega

Pharma took over the production plant in Herrenberg (Germany) on 1 July 2012. Several brands of

the acquisition are produced in Herrenberg.

• 24 April 2012. Omega Pharma announced that it made a public offer in Belgium and the Grand-Duchy

of Luxembourg for two series of retail bonds for an expected total minimum amount of €25 million

each and a combined expected total minimum amount of €100 million. The fixed rate for the bonds

due 2017 is 4.500%, and 5.000% for the bonds due 2019. It was mentioned that the bonds were

intended to finance part of the acquisition by Omega Pharma of an important portfolio of European

OTC brands from GSK. On 26 April 2012, Omega Pharma announced that this public offer had been

closed after the first day of the subscription period because the combined expected total maximum

amount of €300 million was largely achieved. The total issue amount was €300 million of which €180

million for the 5 year bond and €120 million for the 7 year bond. The total amount of subscriptions

received by the Joint Lead Managers was significantly higher than the total issue amount. The issue

date was 23 May 2012. The bonds are listed on the Luxembourg Stock Exchange.

• 31 May 2012. Omega Pharma reached agreement with the South-African company CAVI Brands

(Proprietary) Limited to create a 51/49 joint venture, named OmegaLabs. The joint venture became

operational early July with the launch of Wartner, Silence, Predictor and a number of other Omega

Pharma brands.

p. 9/16

• 29 June 2013. Omega Pharma’s capital structure was strengthened by a capital injection of

€190,000,000.00 through the issuing of 5,277,778 new shares. On the balance sheet, €3,586,777.93 is

recognized as Share Capital and the remaining €186,413,122.07 as Share Premium.

• 24 September 2012. Omega Pharma entered into a co-branding agreement with Kwizda Pharma to

market, distribute and sell the BronchoStop cough products in 13 Western European Markets. Under

the agreement, Omega will exclusively market, distribute and sell Kwizda Pharma`s BronchoStop

brand of cough products under its umbrella brand label in the UK, Ireland, France, Belgium, the

Netherlands, Luxembourg, Spain, Portugal, Italy, Norway, Denmark, Sweden and Finland. This co-

branding collaboration opens access for BronchoStop into Western Europe and allows Omega Pharma

to further expand its market position in the cough market.

• 15 November 2012. Omega Pharma closed the acquisition of the OTC brand Optalidon. The brand for

pain relief products has a strong market position in Italy and is also marketed in Spain and Belgium.

The acquisition of Optalidon further strengthens Omega Pharma’s portfolio for the European pain

relief market segment, which already includes Solpadeine, a leading brand in its segment in the UK.

• 27 November 2012. Omega Pharma Invest, the company that holds the shares of Omega Pharma,

announced that it made a public offer in Belgium and the Grand-Duchy of Luxembourg for a retail

bond for an expected minimum amount of €200 million and a maximum amount of €300 million. The

fixed rate for the bonds, due 2017, is 5.125%. On 30 November 2012, the first day of the subscription

period, the public offer was closed because the maximum amount of €300 million was largely

achieved. The bonds were issued and accepted for trading on Luxembourg Stock Exchange on 12

December 2012.

Significant events after balance sheet date

• On 1 January 2013, Omega Pharma gained full ownership of Naturoteek, a Belgium company that

markets three key brands: Buurmans (a food supplement range for the Dutch market), Vitafytea (a

high-quality food supplement range, often recommended by physicians, for the Belgian market) and

Etixx (the number one on the Belgian market for sports nutrition products and food supplements for

professional and amateur athletes.

• On 31 January 2013, it was announced that Omega Pharma remains for at least five additional

years the exclusive distributor in Belgium of the generic medicines of Eurogenerics (EG), a

subsidiary of Stada. Omega Pharma already distributes the EG products on the Belgian market since

1999.

• On 28 February 2013, Omega Pharma announced the acquisition of Arterin, Belgian market leader in

natural food supplements for managing the cholesterol level.

p. 10/16

Consolidated income statement

(in € thousand ) 2012 % of Net Sales

2011 % of Net Sales

∆ % 2012/2011

Net Sales 1 041 940 100% 900 551 100% +16%

Cost of goods sold -492 375 47% -446 154 50% +10%

Gross Margin 549 565 53% 454 397 50% +21%

Distribution expenses -63 198 -6% -53 746 -6%

Sales and Marketing expenses -277 216 -27% -241 576 -27%

General Administrative expenses -46 376 -4% -50 544 -6%

Other operating income/expense, net -743 0% 1 683 0%

Non recurring expenses -38 051 -4% -29 453 -3%

Operating Profit 123 986 12% 80 761 9% +54%

Finance income 5 742 2 524

Finance cost -43 672 -31 559

Net Finance cost -37 930 -29 035 +31%

Result before income tax 86 055 51 726 +66%

Income tax expense -20 194 -16 035

Result after income tax 65 861 35 691 +85%

Of which attributable to the shareholders of the parent company

66 037 35 940

Of which attributable to non-controlling interests

-176 -249

Additional information: connection to the operating result before interests, income tax, depreciations and amortization (EBITDA)

Operating Profit (EBIT) 123 986 12% 80 761 9%

Depreciations and Amortization 40 153 4% 29 042 3%

EBITDA 164 139 16% 109 803 12%

p. 11/16

Consolidated statement of comprehensive income

At 31 December 2012

(in € thousand)

Fair value and other reserves

Cumulative translation

adjustments

Retained earnings

Total equity

Attributable to non-

controlling Interests

Attributable to the share-

holders of the parent company

Profit for the period 65 861 65 861 176 66 037

Fair value gains/(losses) on cash flow hedges

-6 396 -6 396 -6 396

Fair value gains/(losses) on cash flow hedges - Tax effect

2 175 2 175 2 175

Currency translation adjustments

1 685 1 685 1 685

Total recognized income for the period ended 31 December 2012

-4 221 1 685 65 861 63 325 176 63 501

At 31 December 2011

(in € thousand)

Fair value and other reserves

Cumulative translation

adjustments

Retained earnings

Total equity

Attributable to non-

controlling Interests

Attributable to the share-

holders of the parent company

Profit for the period 35 691 35 691 249 35 940

Fair value gains/(losses) on cash flow hedges

-5 622 -130 -5 752 -5 752

Fair value gains/(losses) on cash flow hedges - Tax effect

1 911 1 911 1 911

Currency translation adjustments

187 187 187

Total recognized income for the period ended 31 December 2011

-3 711 187 35 561 32 037 249 32 286

p. 12/16

Consolidated Balance Sheet

(in € thousand) 31 December

2012 31 December

2011

Non-current assets 1 640 536 1 137 140

Intangible assets 1 517 156 1 042 155

Of which consolidation goodwill 570 402 554 820

Property, plant and equipment 72 378 49 047

Financial assets 1 940 1 940

Deferred income tax assets 38 894 34 466

Other non-current assets 10 168 9 532

Current assets 452 602 356 992

Inventories 148 024 127 444

Trade receivables 221 661 154 200

Other current assets 43 040 37 291

Of which income tax assets 5 447 5 228

Cash and cash equivalents 39 877 38 057

Assets held for sale 1 977 1 575

TOTAL ASSETS 2 095 115 1 495 707

EQUITY 825 381 633 215

Share capital and share premium 557 706 367 706

Retained earnings 393 312 388 475

Treasury shares -118 730 -118 730

Fair value and other reserves -7 193 -2 972

Cumulative translation adjustments 424 -1 261

Equity attributable to the shareholders of the parent company 825 519 633 218

Equity attributable to non-controlling interests -138 -3

LIABILITIES 1 269 734 862 492

Non-current liabilities 908 719 549 417

Provisions 3 138 4 675

Pension obligations 7 992 5 589

Deferred income tax liabilities 99 435 86 595

Retail Bond 300 000

Borrowings (non-current Financial liabilities) 480 649 442 112

Other non-current liabilities 1 300 1 522

Derivative financial instruments 16 205 8 924

Current liabilities 361 015 313 075

Borrowings (current Financial liabilities) 12 730 15 105

Trade payables 272 351 230 038

Taxes, remuneration and social security 46 896 49 875

Other current payables 29 038 17 673

Derivative financial instruments 384

TOTAL EQUITY AND LIABILITIES 2 095 115 1 495 707

p. 13/16

Consolidated statement of changes in equity

IFRS (in € thousand)

Number of shares

Share capital

and share premium

Treasury shares

Fair value & other reserves

Cumulative translation adjustments

Retained earnings

Attribut-able to Share-

holders of parent

company

Attribut-able to non-

controlling interests

Total equity

Amount 31 December 2010

23 351 086 366 941 -24 144 739 -1 448 376 016 718 104 170 718 274

Total comprehensive income for the period ended 31 Dec. 2011

0 -3 711 187 35 810 32 286 -249 32 037

Capital increases

Employee share options scheme

29 288 765 765 765

Treasury shares -2 738 645 -94 586 -94 586 -94 586

Dividend on treasury shares 880 880 880

Dividend -24 231 -24 231 -24 231

Non-controlling interests 76 76

Amount 31 December 2011

20 641 729 367 706 -118 730 -2 972 -1 261 388 475 633 218 -3 633 215

Total comprehensive income for the period ended 31 Dec. 2012

0 -4 221 1 685 66 037 63 501 -176 63 325

Capital increases 5 277 778 190 000 190 000 190 000

Employee share options scheme

Treasury shares

Dividend on treasury shares

Dividend -61 200 -61 200 -61 200

Non-controlling interests 41 41

Amount 31 December 2012

25 919 507 557 706 -118 730 -7 193 424 393 312 825 519 -138 825 381

p. 14/16

Consolidated cash flow statement

(in € thousand) 2012 2011

Profit before income tax 86 055 51 726

Taxes paid -16 639 -9 500

Adjustments for operational non-cash items 39 168 37 318

Adjustments for interests and financial non-cash items 35 790 22 209

Gross cash flow from operating activities 144 374 101 752

Changes in operating working capital -45 727 10 449

Changes in working capital related to changes in scope and other -10 523 -16 130

Total cash flow from operating activities 88 124 96 071

Capital expenditure -530 284 -50 155

Disposals of investment goods 612 20 323

Cash and cash equivalents from acquisitions 34 606

Investments in existing shareholdings (post payments) and in new holdings -410 -25 250

Dividends received 0 0

Total cash flow from investing activities -530 048 -54 475

Proceeds from the issue of share capital 190 000 764

Purchases of own shares 0 -94 532

Dividend distribution -61 299 -23 901

Proceeds from borrowings 340 701 385 043

Repayment of borrowings -5 185 -287 058

Interests received (paid) -20 897 -17 534

Total cash flow from financing activities 443 320 -37 217

Net increase/decrease of cash flows for the period 1 396 4 379

Cash and cash equivalents – start of the period 38 057 33 823

Gains or losses on currency exchange on liquid assets 425 -145

Cash and cash equivalents – end of the period 39 878 38 057

Total net cash flow of the period 1 396 4 379

p. 15/16

Statutory auditor’s statement

The statutory auditor, PricewaterhouseCoopers Bedrijfsrevisoren BCVBA, represented by Peter Opsomer

BV BVBA, represented by Peter Opsomer, has confirmed that the audit of the consolidated balance

sheet, consolidated income statement and consolidated cash flow statement, which is substantially

completed, has to date not revealed any material misstatements. The statutory auditor has also

confirmed that the accounting data included in the enclosed document do not include any material

inconsistencies with the consolidated balance sheet, consolidated income statement and consolidated

cash flow statement from which the document has been derived.

Ghent, 28 February 2013

The statutory auditor PwC Bedrijfsrevisoren bcvba Represented by Peter Opsomer BVBA Represented by Peter Opsomer, Partner

p. 16/16