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Fagron N.V.

Quarterly Report Aug 4, 2015

3949_rns_2015-08-04_27c9bf75-4f55-4e6c-a9df-0269ed3f2095.pdf

Quarterly Report

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Interim financial statements First semester 2015

Contents

1. Interim management report 2
2. Condensed consolidated income statement 2
3. Condensed consolidated statement of comprehensive income 3
4. Condensed consolidated statement of financial position 4
5. Condensed consolidated statement of changes in equity 5
6. Condensed consolidated statement of cash flows 6
7. Notes to the interim financial information 7
8. Earnings per share 10
9. Non-recurring results 11
10. Segment information 11
11. Long Term Borrowings 13
12. Related parties 13
13. Business combinations 13
14. Discontinued Operations 16
15. Subsequent events 17
16. Effective tax rate 17
17. Auditors' review report 18

The undersigned hereby declare that, to the best of their knowledge, the condensed consolidated financial statements for the six-months period ended 30 June 2015, which have been prepared in accordance with the IAS 34 'Interim Financial Reporting' as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit and loss of the company and the undertakings included in the consolidation as a whole, and that the interim management report includes a fair review of the important events that have occurred during the first six months of the financial year and of other legal necessary information.

Ger van Jeveren, CEO Jan Peeters, CFO

1. Interim management report

A detailed report on the first semester of 2015 can be found in the Fagron press release of 4 August 2015.

2. Condensed consolidated income statement

(x 1,000 euros) June 2015 June 2014
Turnover 243,768 209,149
Trade goods (82,506) (76,204)
Services and other goods (43,754) (33,940)
Employee benefit expenses (61,177) (45,820)
Depreciation and amortization (11,677) (7,166)
Other operating expenses 799 (898)
Other operating income 5,988 866
Operating profit 51,440 45,988
Financial income 862 355
Financial expenses (15,167) (10,991)
Profit before income tax 37,135 35,352
Taxes (12,120) (10,864)
Profit for the year from continuing operations 25,015 24,488
Profit (loss) for the year from discontinued operations
(attributable to equity owners of the company) 2,582 (17,879)
Profit (loss) for the year 27,597 6,608
Profit (loss) attributable to:
Equity holders of the company (net result) 27,291 6,597
Non-controlling interest 306 11
Earnings (loss) per share attributable to owners of the
parent during the year
Profit (loss) for the year per share (in euros) 0.88 0.22
From continuing operations 0.80 0.80
From discontinued operations 0.08 (0.58)
Diluted profit (loss) for the year per share (in euros) 0.88 0.21
From continuing operations 0.80 0.79

From discontinued operations 0.08 (0.58)

3. Condensed consolidated statement of comprehensive income

(x 1,000 euros) June 2015 June 2014
Profit for the period 27,597 6,608
Other comprehensive income:
Items that will not be reclassified to profit or loss
Remeasurements of post employment benefit obligations
Items that may be subsequently reclassified to profit or
loss
Currency translation differences 71 9,800
Other comprehensive income from the period 71 9,800
Total comprehensive income for the period 27,668 16,408
Attributable to:
Equity holders of the company 27,319 16,399
Non-controlling interest 349 9
Total comprehensive income for the period attributable to
equity holders of the company:
From continuing operations 24,737 34,278
From discontinued operations 2,582 (17,879)
27,319 16,399

4. Condensed consolidated statement of financial position

(x 1,000 euros) June 2015 December 2014
Non-current assets 732,620 732,620 662,648
Intangible assets 644,903 575.252
Property, plant and equipment 63,562 59,969
Financial assets 5,757 5,064
Deferred tax assets 18,400 22,363
Current assets 211,418 228,114
Inventories 70,863 65,181
Trade receivables 40,650 36,337
Other receivables 16,250 18,043
Cash and cash equivalents 83,655 108,552
Assets held for sale 82,989
Total assets 944,038 973,752
Equity 171,646 156,948
Non-current liabilities 555,571 575,472
Provisions 6,541 8,891
Pension obligations 6,152 6,053
Deferred tax liabilities 13,533 6,162
Borrowings 526,979 551,504
Financial instruments 2,367 2,862
Current liabilities 216,821 220,938
Borrowings 12,249 5,710
Trade payables 59,276 57,440
Taxes, remuneration and social security 28,011 38,668
Other current payables 117,285 119,120
Liabilities directly associated with assets classif
directly
with assets classified as held
ied
held
for sale
20,394
Total liabilities 772,392 816,804
Total equity and liabilities 944,038 973,752

5. Condensed consolidated statement of changes in equity

(x 1,000 euros) Share
capital &
share
premium
Other
reserves
Treasury
shares
Retained
earnings
Total Non
controlling
interest
Total
equity
Balance at 1 1January JanuaryJanuary
2014
318,927 (230,499) (21,842) 84,966 151,553 3,615 155,168
Profit for the period 6,597 6,597 11 6,608
Other comprehensive
income for the period
9,802 9,802 (2) 9,800
Total comprehensive
income for the period
9,802 6,597 16,399 9 16,408
Capital increase 733 733 733
Sale of treasury shares 7,109 7,109 7,109
Result on treasury shares (3,860) (3,860) (3,860)
Dividends relating to 2013
result
(22,209) (22,209) (22,209)
Share-based payments 568 568 568
Balance at 30 June 2014
30 June
319,660 (220,129) (18,593) 69,354 150,292 3,624 153,916
Profit for the period 9,629 9,629 (81) 9,548
Other comprehensive
income for the period
(6,342) (6,342) (26) (6,368)
Total comprehensive (6,342) 9,629 3,286 (107) 3,179
income for the period
Purchase of treasury
shares
(1,642) (1,642) (1,642)
Share-based payments 1,492 1,492 1,492
Change in non
controlling interests
1,198 1,198 (1,198)
Balance at 31 December
31
2014
319,660 (223,781) (20,235) 78,983 154,628 2,319 156,948
Profit for the period 27 27 43 71
Other comprehensive 27,291 27,291 306 27,597
income for the period
Total comprehensive
income for the period
27 27,291 27,318 349 27,668
Capital increase 9,072 9,072 9,072
Sale of treasury shares 4,493 4,493 4,493
Result on treasury shares (3,622) (3,622) (3,622)
Dividends relating to 2014
result
(31,156) (31,156) (31,156)
Share-based payments 8,244 8,244 8,244
Balance at 30 June 2015
30 June
328,731 (215,510 215,510) (19,364 (19,364) 75,119 168,977 2,669 171,646

6. Condensed consolidated statement of cash flows

(x 1,000 euros) June 2015 June 2014
Operating activities
Profit before income taxes 37,135 24,656
Paid taxes (14,068) (3,273)
Adjustments for financial items 14,305 13,194
Total adjustments for non-cash items 12,984 21,631
Total changes in working capital (13,818) (9,755)
Total cash flow from operating activities 36,538 46,453
Investment activities
Capital expenditures (11,029) (9,826)
Investments in existing shareholdings (subsequent payments) (37,469) (161,879)
and in new holdings
Proceeds from disposal of assets
72,450 28,627
Total cash flow from investing activities 23.952 (143,078)
Financing activities
Capital increase 107 733
Sale of treasury shares 870 3,248
Dividends paid (31,360) (22,189)
New borrowings 39,321 221,914
Reimbursement of borrowings (86,765) (123,608)
Interest received 862 446
Interest paid (11,076) (7,612)
Total cash flow from financing activities (88,042) 72,932
Total net cash flow for the period (27,552) (23,693)
Cash and cash equivalents – start of the period (108,552) 135,412
Gains or losses on exchange on liquid assets (2,655) 1,261
Cash and cash equivalents – end of the period 83,655 112,980
Change in cash and cash equivalents (27,552) (23,693)
Cash flows from discontinued operations
from
Cash flow from operating activities 4,416
Cash flow from investing activities (9,844)
Cash flow from financing activities 3,729
Total net cash flow from discontinued operations
net
flow
discontinued operations
(1,699)

7. Notes to the interim financial information

1. General information

Fagron NV (the 'Company') and its subsidiaries (together, the 'Group') constitute of a multinational group of companies that is focused on the worldwide optimization and innovation of customized pharmaceutical care to broaden the prescriber's therapeutic scope, with the aim of fulfilling the worldwide growing need for customized medication and improving patients' quality of life. Fagron offers its products to pharmacies, clinics and hospitals in 32 countries worldwide.

The Company is a limited company headquartered in Belgium with its registered office at Textielstraat 24, 8790 Waregem. The company registration number is BE 0890 535 026. The operational activities of the Fagron Group are driven by the Dutch company Fagron BV. The operational head office of Fagron BV is located in Rotterdam.

The shares of Fagron NV are listed on the regulated markets of Euronext Brussels and Euronext Amsterdam.

The Board of Directors approved the publication of this consolidated financial statement on 3 August 2015.

2. Summary of the most important basis for of most forasis forthecondensed consolidated interim financial nsed interim information

This condensed consolidated interim financial information for the first half of 2015, including the comparative figures for 2014, has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. The condensed consolidated interim financial information must be read in conjunction with the annual financial statements for the year 2014 (including the principles for financial reporting) which is available at www.fagron.com.

3. Summary of the most important accounting policies of most policies

The accounting policies used to prepare the consolidated interim financial statements for the first half of 2015 are consistent with those applied in the Fagron consolidated financial statements for the year ended 31 December 2014.

The accounting policies were consistently applied for all periods presented.

A summary of the most important accounting policies can be found in the 2014 annual report. The annual report can be consulted through the following web link: www.fagron.com.

This condensed consolidated interim financial information has been prepared in accordance with IFRS standards and IFRIC interpretations that apply, or which are applied early, as of 30 June 2015 and which have been endorsed by the European Union.

The following new standards and amendments to standards are mandatory for the first time for the financial year beginning 1 January 2015:

  • IFRIC 21 'Levies', effective for annual periods beginning on or after 17 June 2014. IFRIC 21 sets out the accounting for a liability to pay a levy if that liability is within the scope of IAS 37. IFRIC 21 addresses what the obligating event is and when a liability should be recognized.
  • 'Annual improvements (2011-2013 cycle)' are effective for annual periods beginning on or after 1 January 2015. The amendments clarify IFRS 1 (where a new version of a standard is not yet mandatory but is available for early adoption, a first-time adopter can use either the old or the new version under IFRS 1), the scope of IFRS 3 (the standard does not apply to the accounting for the formation of any joint arrangement under IFRS 11), portfolio exception in IFRS 13 and the interrelationship of IFRS 3 'Business Combinations' and IAS 40 'Investment Property'.

The application of the aforementioned amendment does not constitute a significant impact on the financial information of the Company.

The following amendments to standards have been issued and have been endorsed by the European Union, but are not mandatory for the first time for the financial year beginning 1 January 2015:

  • Amendments to IAS 19 'Employee benefits', effective for annual periods beginning on or after 1 February 2015. The amendments seek clarification for the accounting of employee contributions set out in the formal terms of a defined benefit plan.
  • 'Annual improvements (2010-2012 cycle)' with minor amendments to eight standards, effective for annual periods beginning on or after 1 February 2015. The amendments relate to IFRS 2 'Definition of vesting condition', IFRS 3 'Accounting for contingent consideration in a business combination', IFRS 8 'Aggregation of operating segments', IFRS 8 'Reconciliation of the total of the reportable segments' assets to the entity's assets', IFRS 13 'Short-term receivables and payables', IAS 7 'Interest paid that is capitalised', IAS 16/IAS 38 'Revaluation method-proportionate restatement of accumulated depreciation' and IAS 24 'Key management personnel'.

The following new standard, amendments to standards and interpretation have been issued, but are not mandatory for the first time for the financial year beginning 1 January 2015 and have not been endorsed by the European Union:

  • IFRS 9 'Financial instruments', effective for annual periods beginning on or after 1 January 2018. The standard addresses the classification, measurement and derecognition of financial assets and financial liabilities.
  • IFRS 14 'Regulatory deferral accounts', effective for annual periods beginning on or after 1 January 2016. It concerns an interim standard on the accounting for certain balances that arise from rate–regulated activities.
  • IFRS 15 'Revenue from contracts with customers'. Companies using IFRS will be required to apply the revenue standard for annual periods beginning on or after 1 January 2018, subject to EU endorsement.

  • Amendment to IAS 16 'Property, plant and equipment' and IAS 38 'Intangible assets' on depreciation and amortisation, effective for annual periods beginning on or after 1 January 2016

  • Amendment to IAS 16 'Property, plant and equipment' and IAS 41 'Agriculture' on bearer plants, effective for annual periods beginning on or after 1 January 2016.
  • Amendments to IAS 27 'Separate financial statements' on the equity method, effective for annual periods beginning on or after 1 January 2016. These amendments permit companies to use the equity method for the processing of investments in subsidiaries, joint ventures and associated participation in their annual report.
  • Amendments to IFRS 10, 'Consolidated financial statements' and IAS 28,'Investments in associates and joint ventures', effective for annual periods beginning on or after 1 January 2016.
  • Amendments to IFRS 10 'Consolidated financial statements', IFRS 12 'Disclosure of interests in other entities' and IAS 28, 'Investments in associates and joint ventures', effective for annual periods beginning on or after 1 January 2016.
  • 'Annual improvements (2012–2014 cycle)' with amendments to 4 standards, effective for annual periods beginning on or after 1 January 2016.
  • Amendments to IAS 1 'Presentation of financial statements', effective for annual periods beginning on or after 1 January 2016.

No new standards, amendments to standards and interpretations were early-adopted. Management is currently assessing the impact on the annual statements.

8. Earnings per share

June 2015 June 2014
Basic earnings (loss) per share 0.88 0.22
- from continuing operations 0.80 0.80
- from discontinued operations 0.08 (0.58)
Diluted earnings (loss) per share 0.88 0.21
- from continuing operations 0.80 0.79
- from discontinued operations 0.08 (0.58)

The earnings used in the calculations are as follows:

(x 1,000 euros) June 2015 June 2014
Profit (loss) attributable to equity holders of the company 27,291 6,597
- from continuing operations 24,709 24,476
- from discontinued operations 2,582 (17,879)

The weighted average number of ordinary shares used in the calculations are as follows:

(number of shares x 1,000) June 2015 June 2014
Weighted average number of ordinary shares 30,910 30,605
Effect of warrants and stock options 138 351
Weighted average number of ordinary shares (diluted) 31,047 30,956

On 30 June 2015 the capital represented 31,667,794 shares, 341,854 of which are treasury shares held by Fagron NV. As result of the exercise of warrants and partial reimbursement of the purchase price 236,434 new shares have been issued.

9. Non-recurring result

The total non-recurring result, from continued operations, included in the EBIT amount to 2.5 million euros cost (June 2014: 2.5 million euros costs). This negative result mainly includes acquiring costs, integration costs and reorganisation costs. In addition, the revaluation of the financial derivatives constitutes a non-recurring result of 0.5 million euros cost in the first semester of 2015 and 0.6 million euros profit in the first semester of 2014. The total non-recurring result after income taxes, from continued operations, are calculated by multiplying the sum of the non-recurring costs by the weighted average effective income tax rate and come to 1.4 million euros (June 2014: 1.0 million euros).

10. Segment information

Fagron's divisional structure is tailored to the various activities of Fagron and also supports effective decisionmaking and individual responsibility. This is in accordance with IFRS 8, which states that the operational segments must be determined on the basis of the components that the Executive Committee applies to assess the performance of the operational activities and on which the decisions are based. Since 2015 Fagron reports according to the following segments: Fagron Specialty Pharma Services, Fagron Trademarks, Fagron Essentials and HL Technology.

    1. Fagron Specialty Pharma Services Pharma Services refers to all personalized medication that is prepared in the 22 sterile and non-sterile facilities Fagron has in Europe, the United Stated, Colombia and South Africa.
    1. Fagron Trademarks Fagron TrademarksTrademarks refers to all products, materials, concepts, know-how and combinations of these related to Specialty Pharma developed by Fagron's own R&D team, often in close collaboration with prescribers, pharmacies and universities.
    1. Fagron Essentials EssentialsEssentials refers to all pharmaceutical raw materials, equipment and supplies a pharmacist needs to prepare medication in its own pharmacy.
    1. HL Technology HL Technology HL Technology develops and produces innovative precision components and orthopedic tools for dental and medical professionals.
(x 1,000 euros) Fagron
Specialty
Pharma
Services
Fagron
Trademarks
Fagron
Essentials
Fagron
Total
HL
Technology
Total
Total turnover 93,145 26,581 136,570 256,295 5,500 261,795
Turnover between
segments
977 1,029 16,021 18,027 18,027
Turnover Turnover 92,167 25,551 120,549 238,268 5,500 243,768
Operating profit 18,643 7,906 24,940 51,489 (49) 51,440
Financial result (14,305)
Profit before income tax 37,135
Taxes (12,120)
Profit for the year
Profit for the year
25,015

The segment results for continuing operations for the reporting period ending 30 June 2015 are as follows:

The segment results for continued operations for the reporting period ending 30 June 2014 are as follows:

Fagron
Specialty
Pharma Fagron Fagron Fagron HL
(x 1,000 euros) Services Trademarks Essentials Total Technology Total
Total turnover 58,127 22,904 138,281 219,312 5,018 224,329
Turnover between
segments 773 226 14,182 15,181 15,181
Turnover Turnover 57,354 22,678 124,098 204,131 5,018 209,149
Operating profit 12,660 6,343 26,882 45,885 102 45,988
Financial result (10,636)
Profit before income tax 35,352
Taxes (10,864)
Profit for the year
Profit for the year
24,488
(x 1,000 euros) Fagron
Specialty
Pharma
Services
Fagron
Trademarks
Fagron
Essentials
Essentials
Fagron
Total
HL
Technology
Discontin
ued
Total
Total assets 405,110 46,958 470,522 922,591 21,448 944,038
Total liabilities 310,229 75,263 384,170 769,662 2,730 772,392
Capex 5,995 724 4,310 11,029 11,029

On 30 June 2015, the assets and liabilities, as well as the capital expenditure (investments) are as follows:

On 31 December 2014, the assets and liabilities, as well as the capital expenditure (investments) are as follows:

(x 1,000 euros) Fagron
Specialty
Pharma
Services
Fagron
Trademarks
Trademarks
Fagron
Essentials
Fagron
Total
HL
Technology
Discontin
ued
Total
Total assets 336,779 57,920 486,277 880,976 18,527 74,249 973,752
Total liabilities 275,781 76,273 444,199 796,253 2,500 18,052 816,804
Capex 2,173 1,226 6,322 9,721 577 10,278

11. Long Term Borrowings

In the first semester of 2015 there have been no significant issues or repayments of debt securities.

12. Related parties

The members of the Executive Committee, the CEO and the non-executive directors are considered as related parties. The remuneration policy is described in the Corporate Governance Statement which is part of the 2014 annual report. The remuneration is determined on a yearly basis, therefore no further details are provided in these interim financial statements.

13. Business combinations

In the first semester of 2015 Fagron acquired several companies. Full control was acquired of all group companies. As the acquired activities were immediately – in their entirety or to a significant degree – integrated in existing entities of Fagron, their respective contribution to the profit of Fagron have not been reported separately.

In April 2014, US company Pharmacy Services Inc. was acquired. Fagron has further strengthened its worldwide market leadership with this acquisition of compounding facilities. Through this acquisition Fagron gained the number one market position in US compounding.

The acquisition involved a payment of approximately 142.974 million euros, representing an increase in goodwill of 130.007 million euros. Expectation is that the goodwill will be fully tax deductible. The final, fair value of the acquired assets and liabilities was determined as detailed below:

Fair value of the acquired assets and liabilities (x 1,000 euros)
Intangible assets 31,861
Property, plant and equipment 2,853
Deferred tax assets 1,355
Inventories 1,341
Trade receivables 4,085
Other receivables 108
Cash and cash equivalents 6,290
Total assets 47,893
Trade payables 819
Taxes, remuneration and social security 17,731
Other current payables 16,376
Net acquired assets assets 12,967
Goodwill 130,007
Total acquisition amount 142,974

In April 2015, AnazaoHealth Inc. was acquired. The company delivers tailor made innovative nuclear and pain preparations and also medication for performing clinical trials. This acquisition gives Fagron the leading position in the US and responds to the growing need of hospitals for outsourcing nuclear, sterile and aseptic preparations to sterile preparation facilities.

The acquisition involved a payment of approximately 36.562 million euros, representing an increase in goodwill of 30.320 million euros. This goodwill was fully allocated to the operating segment Fagron Specialty Pharma Services. The provisional fair value of the acquired assets and liabilities was determined as detailed below:

Fair value of the acquired assets and liabilities (x 1,000 euros)
Intangible assets 11,648
Property, plant and equipment 1,561
Inventories 1,037
Trade receivables 2,753
Other receivables 974
Cash and cash equivalents 250
Total assets assets 18,223
Financial debts 935
Trade payables 976
Taxes, remuneration and social security 770
Other current payables 9,300
Net acquired assets assets 6,242
Goodwill 30,320
Total acquisition amount 36,562

Furthermore, some smaller companies and activities were acquired during 2015. The total net assets acquired, before allocation of the acquisition price, amounted to 0.507 million euros positive.

To a large extent, the goodwill relates to future profit potential due to operational benefits to be gained, including synergy and scale benefits and efficiency improvements, as well as commercial benefits in the form of access to new markets and realising market leadership in both new and existing markets. The fair value of a number of acquired assets and liabilities, acquired in 2015, was determined on a provisional basis. The fair value as stated is provisional because the integration process of the acquired entities and their activities is still ongoing. The provisional fair value of intangible assets, property, plant and equipment, deferred tax and working capital can change when the final fair value of the assets and liabilities acquired is established.

The final determination of the fair value of the assets and liabilities from previous minor acquisitions, acquired in 2014, resulted in an adjustment of 2.321 million euros (increase of goodwill). The changes are mainly the result of the final determination of the acquisition price.

The total changes in goodwill from acquisitions represents an increase of 40.693 million euros.

Contingent liabilities liabilities

At first semester closing the Group had 40.777 million euros in contingencies. These fees payable to former shareholders were determined on the basis of business plans at the time of acquisition.

(x 1,000 euros) 2015
Balance at 1 January 72,439
Additions through business combinations 1,025
Used during the period (26,408)
Unused amounts reversed (12,313)
Currency exchange rate differences 6,034
Balance at 30 June 40,777

The contingent liabilities mainly relate to earn-out agreements of acquisitions in the United States. The earnout agreements are based on the companies' operating income before depreciation and amortisation of 2015 and 2016. The recognised contingencies are based on the companies' projected operating income.

14. Discontinued Operations

The first semester of 2015, the IT division Corilus has been divested. The total consideration received is equal to 74.001 million euros.

Analysis of assets and liabilities disposed of Analysis assets of ssets of

(x 1,000 euros) March 2015
Current assets
Current
11,300
Inventories 1,440
Trade receivables 4,783
Other receivables 3,525
Cash and cash equivalents 1,552
Non-current assets 73,636
Intangible assets 72,746
Property, plant and equipment 831
Other non-current assets 59
Current liabilities 14,453
Trade payables 7,201
Taxes, remuneration and social security 6,173
Other current payables 1,078
Non-current liabilities 1,127
Financial debts 109
Pension obligations 61
Deferred tax liabilities 957
Net assets disposed of 69,357
(x 1,000 euros) March 2015
Consideration received 74,001
Net assets disposed of 69,357
Subsequent payments 2,062
Gain (loss) on disposal 2,582

15. Subsequent events

For the outlook of the financial year 2015, please refer to the press release of 4 August 2015. The main risks and uncertainties for the second semester are the same as those mentioned in the 2014 annual report.

16. Effective tax rate

Recognised income tax expenses are based on management's best estimate of the weighted average annual income tax rate of 32.6%, which is expected for the full financial year 2015 (2014: 30.7%).

In case of differences between the English translation and the Dutch original of this press release, the latter will prevail.

17. Auditors' review report

To the Board of Directors Fagron NV

FREE TRANSLATION

Statutory auditor's report on review of condensed consolidated financial information for the period ended 30 June 2015

Introduction

We have reviewed the accompanying condensed consolidated statement of financial position of Fagron NV and its subsidiaries as of 30 June 2015 and the related condensed consolidated income statement, condensed consolidated statement of comprehensive income, condensed consolidated statement of changes in equity and condensed consolidated statement of cash flows for the 6-month period then ended, as well as the explanatory notes. The board of directors is responsible for the preparation and presentation of this condensed consolidated financial information in accordance with IAS 34, as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated financial information based on our review.

Scope of Review

We conducted our review in accordance with International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity." A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed consolidated financial information is not prepared, in all material respects, in accordance with IAS 34, as adopted by the European Union.

Antwerp, August 3, 2015

The statutory auditor PwC Reviseurs d'Entreprises sccrl / Bedrijfsrevisoren bcvba Represented by

Peter Van den Eynde* Bedrijfsrevisor

*Peter Van den Eynde BVBA Board Member, represented by its fixed representative, Peter Van den Eynde

PwC Bedrijfsrevisoren cvba, burgerlijke vennootschap met handelsvorm - PwC Reviseurs d'Entreprises scrl, société civile à forme commerciale - Financial Assurance Services Maatschappelijke zetel/Siège social: Woluwe Garden, Woluwedal 18, B-1932 Sint-Stevens-Woluwe Vestigingseenheid/Unité d'établissement: Generaal Lemanstraat 67, B-2018 Antwerpen T: +32 (0)3 259 3011, F: +32 (0)3 259 3099, www.pwc.com BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRUBEBB / RBS BE89 7205 4043 3185 - BIC ABNABEBR

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