Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V.

Annual Report • Dec 13, 2024

Mopoli – Annual Report 2023/2024 - 1 M O P O L I Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. Registered office : 10, Koningin Julianaplein-2595 AA The Hague, the Netherlands Headquarter : 2, Place du Champ de Mars-1050 Brussels, Belgium MOPOLI ANNUAL REPORT 2023 / 2024 110 th FINANCIAL YEAR 2023/2024 General Meeting of shareholders as at 18 December 2024 Mopoli – Annual Report 2023/2024 - 2 Annual report 110 th financial year 2023/2024 The Management Board of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. ("Mopoli" or the "Company") has pleasure in submitting its report together with the financial statements for the year ended on 30 June 2024 (the "Financial Statements"). To be presented to the annual General Meeting of shareholders of Mopoli to be held on 18 December 2024. Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. Registered address: Koningin Julianaplein 10, 2595 AA The Hague, the Netherlands Administrative office: 2, place du Champ de Mars 2/1, 1050 Brussels, Belgium E: info.mopoli@mopoli.nl W: www.mopoli.nl The Hague/Brussels, 31 October 2024 The Management Board - Hubert Fabri - François Fabri Mopoli – Annual Report 2023/2024 - 3 CONTENTS 1. Management board report ................................................................................................................................ 5 1.1. Business activities ..................................................................................................................................... 5 1.2. Composition of the Management Board ................................................................................................. 5 1.3. Composition of the Supervisory Board ................................................................................................... 6 1.4. Business performance ............................................................................................................................... 6 1.5. Dividend and dividend policy .................................................................................................................. 6 1.6. Outlook ........................................................................................................................................................ 7 1.7. Risk management ...................................................................................................................................... 7 1.8. Statements of the Management Board .................................................................................................. 9 1.9. Governance .............................................................................................................................................. 10 1.9.1. Dutch corporate governance code ................................................................................................ 10 1.9.2. Board structure .................................................................................................................................. 10 1.9.3. Diversity ............................................................................................................................................... 10 1.9.4. Related party transactions .............................................................................................................. 11 1.9.5. Takeover Directive ............................................................................................................................ 11 1.9.6. Social and environmental responsibility ...................................................................................... 13 2. Supervisory Board report ................................................................................................................................ 14 2.1 Report of the Supervisory Board and its committees ....................................................................... 14 2.2. Remuneration Report (article 2:135b of the Dutch Civil Code) ...................................................... 16 3. Events after the balance sheet date ............................................................................................................ 17 4. Financial Statements ....................................................................................................................................... 18 4.1. Statement of financial position - Assets ................................................................................................... 18 4.2. Statement of financial position – Equity and Liabilities ........................................................................ 18 4.3. Statement of Comprehensive Income ....................................................................................................... 19 4.4. Statement of Cash Flows ............................................................................................................................. 20 4.5. Statement of changes in Equity ................................................................................................................. 21 4.5. Notes to the Financial Statements ............................................................................................................ 22 Note 1: Accounting Principles and Methods of Appraisal ...................................................................... 22 Note 2: Other receivables ............................................................................................................................. 28 Note 3: Cash and cash equivalents.............................................................................................................. 29 Note 4: Equity .................................................................................................................................................. 29 Note 5: Trade and other payables ............................................................................................................... 32 Note 6: Financial income and expenses .................................................................................................... 32 Note 7: Income tax .......................................................................................................................................... 33 Note 8: Earnings per share ............................................................................................................................ 34 Note 9: Related parties .................................................................................................................................. 35 Note 10: Expected Credit Loss ..................................................................................................................... 36 Note 11: Fair value ......................................................................................................................................... 36 Mopoli – Annual Report 2023/2024 - 4 Note 12: Off balance sheet rights and commitments ............................................................................. 36 Note 13: Events after the closing date ...................................................................................................... 37 Note 14: Board remuneration ...................................................................................................................... 37 Note 15: Personnel Expenses ....................................................................................................................... 37 Note 16: Auditor fees ..................................................................................................................................... 37 5. Other Information ............................................................................................................................................ 38 5.1. Voting rights .................................................................................................................................................. 38 5.2. Statutory Provisions Concerning the distribution of Profit ................................................................... 38 6. Independent auditor’s report ........................................................................................................................ 39 Mopoli – Annual Report 2023/2024 - 5 1. Management board report 1.1. Business activities Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. (hereafter referred to as Mopoli or the Company) is a public limited company governed by Dutch law, subject to all legislative texts applicable to commercial companies in the Netherlands. It is registered at the Dutch Chamber of Commerce under number 27035538. Mopoli is a company investing in agro industry projects. Currently, it only grants loans to related companies. As at 30 June 2024 cash loans were provided to each of Socfinaf S.A. ("Socfinaf") and Afico S.A. ("Afico") both related parties of the Company. The Company is listed on Euronext Brussels. The Company has no routine business processes and has no employees. The Extraordinary General Meeting of shareholders of 10 June 2008 has authorised the Company to buy back its own shares for a maximum period of 18 months. Since then, this authorisation has been extended regularly and is still applicable as at 30 June 2024, however the availability of shares is limited. No shares were purchased this financial year. As at 30 June 2024, the Company holds 219 founder shares (10.8% of the founder shares) and 5,904 common shares (6.4% of the common shares) with no new acquisition until the establishment of this report. The strategy of the Company remains to buy back its own shares in case any shares are offered to the market with the intent to initiate a squeeze-out procedure. Whereas the Company is looking for high volumes of shares on the market to buy back, only limited volumes are offered, which is why the Company did not buy any shares during the financial period. As such, the Management Board recognises that the main risk is credit risk regarding the recoverability of the loans. For this risk, considered low, the Management Board is willing to accept the risk and does not hedge or mitigate these factors. The Company has no research and development activity. 1.2. Composition of the Management Board Management Board members are appointed, dismissed or suspended by the General Meeting of shareholders. They are appointed for a mandate of four years. They can be reappointed. The Management Board remains unchanged during the financial year 2023/2024 compared to 2022/2023. The Management Board is composed as follows at the end of the reporting period: Name First nomination End of mandate Hubert Fabri AGM 1998 AGM 2024 François Fabri AGM 2020 AGM 2024 Mopoli – Annual Report 2023/2024 - 6 1.3. Composition of the Supervisory Board Supervisory Board members are appointed, dismissed or suspended by the General Meeting of shareholders. They are appointed for a mandate of four years. They can be reappointed. The Supervisory Board has been implemented by the Annual General Meeting of shareholders held on 17 December 2020. The Supervisory Board is composed as follows at the end of the reporting period: Name First nomination End of mandate Philippe Fabri AGM 2020 AGM 2024 Andrej Bjegovic AGM 2020 AGM 2024 Daniel Haas AGM 2020 AGM 2024 Karim Homsy AGM 2020 AGM 2024 The Board will propose the renewal of this term of office at the next Annual General Meeting for all the supervisory board members. 1.4. Business performance Profit for the period was EUR 1.7 million (EUR 0.8 million in 2022/2023), of which: - financial income and expenses amounting to EUR 2.5 million (EUR 1.3 million in 2022/2023); - administrative costs amounting to EUR 0.2 million (EUR 0.3 million in 2022/2023); The total equity amounts to EUR 52.7 million as at 30 June 2024, compared to EUR 57.1 million as at 30 June 2023. The administrative costs decreased in 2023/2024 compared to 2022/2023, and correspond mainly to lawyers and experts fees. The operating cash flow during the year 2023/2024 increased compared to 2022/2023, due to the increase of the net result (EUR 1.7 million in 2023/2024 compared to EUR 0.8 million in 2022/2023).The investing cash flow is nill during the period 2023/2024, compared to a negative investing cash flow during the period 2022/2023 (due to an increase of EUR 0.5 million of loans granted during the period 2022/2023). The negative financing cash flow increased in 2023/2024 compared to 2022/2023, due to the dividends paid during the period 2023/2024 for EUR 5.9 million. As at 30 June 2024, the Company is highly solvent as equity exceeds by far the Company's liabilities. Furthermore, the liquidity position of the Company remains high, even though the negative cash flows during the period being mainly linked to the payment of dividends. This allows the Company to look cautiously for new investment of loan opportunities. As such, the Company does not expect any need to obtain external financing in the coming year. All funds are deposits to Julius Bär and Edmond de Rothschild. The creditworthiness of the bank is verified through the evaluations of credit rating agencies. 1.5. Dividend and dividend policy The Company will propose to pay a dividend of EUR 2 million to the holders of common shares and founder shares over the financial year 2023/2024, including the 7% (EUR 3,000) to the holders of preference shares on the paid-up amount of their preference shares. The dividend policy aims for the continuity of the distribution of dividends to the preference shares and a dividend at least equal to EUR 2 million for the other shares. Mopoli – Annual Report 2023/2024 - 7 1.6. Outlook Environment and climate change The Company considered the potential impact of the climate change, which may affect positively and negatively the Company's financial performance. The effects of the climate change on the Company's financial statements in future years remain uncertain. The Management Board considered various documentation in its assessment of the impact, such as the last Intergovernmental Panel on Climate Change (IPCC) reports. The Management Board has considered the potential impact of climate change on its assessment of Expected Credit Losses (ECL), mainly on loans towards Socfinaf and Afico. Given the actual level of knowledge, the Management Board has considered the climate change would not have a material impact on ECL. The Management Board will continue to consider the potential impacts of the climate change in its judgements, and will integrate any new potential impact if this could lead to a material change in the Company's financial statements. Operational and financing activities Cash flows of the Company will depend on the proceeds received for the loans, the total amount of which may vary depending on advances and repayments. Financial income should remain stable in 2024/2025 compared to financial income during the year 2023/2024, due to stable interest rates on loans and on deposits. The profit should also remain stable in 2024/2025 compared to the year 2023/2024. 1.7. Risk management Line of guidance The purpose of the Company is the exploitation of palm oil and rubber oil, either directly or indirectly. This is a sector risk and we do not have the skills and knowledge to achieve that goal as an operating company. The current policy is therefore to invest indirectly in this sector. On a long-term perspective, the Company wants to create long-term value, stable over the time, for its shareholders, by maintaining the risk of non-reimbursement on its investments as low as possible. As a consequence, the Company only enters into relation with companies having a strong knowledge of the agricultural sector and of the tropical countries. Furthermore, the Company's partners maintain a strong financial performance over the years, ensuring strong financial perspectives for the future. Business risk As investor in tropical agro business projects, the Company has to deal with potential high risk. That is why the Company is not investing directly in the projects but through well-structured listed companies that have developed the know-how in that business and are designed to manage the risk. Market risk There is no direct market risk since the only activity on 30 June 2024 is the cash loan to Socfinaf and Afico. However, the fair value of loans may fluctuate depending on the market. Mopoli – Annual Report 2023/2024 - 8 Credit risk In 2014, Mopoli entered into a loan agreement with the company Socfinaf. The Management Board considers this loan agreement has a limited credit risk since Socfinaf is a listed company with a low debt ratio. Funds are advanced in the context of new investments and a portion of the loan was already repaid as at 30 June 2024. In 2016, a loan was granted to Afico. This loan has a limited credit risk since the Company has a low debt ratio and a high profitability ratio. The Company established a provision table based on its historical credit loss experience, adjusted for prospective factors specific to the debtors and the economic environment. This leads to the estimation of the expected credit loss as required by IFRS 9. The carrying amount of the asset is reduced through the use of a provision account and the amount of the loss is recognised in the income statement. Due to the low debt ratio of Afico and Socfinaf, the Management Board assessed that the credit risk is very limited and that the expected credit loss is EUR nill for the loans granted (compared to EUR nill for the 2022/2023 period). See also note 2 and 10 of the financial statements. This being said, an uncontrollable factor is the market prices of the raw materials sold by the companies. An important and lasting drop in those prices could affect the companies' ability to service the debt, but Socfinaf's and Afico's have a presence in different geographical markets reducing their exposure to market price risk. Interest risk The interest risk is monitored by concluding the loans at a fixed rate, and by a close monitoring of the evolution of interest rate on financial markets. Liquidity risk Prudent liquidity risk management implies maintaining cash available for investment opportunities. Mopoli manages cash and short-term deposits according to the needs. Mopoli has limited liquidity risk over the 2023/2024 period. Hedging of risks The policy of the Company is not to hedge any of the aforementioned risks. Environmental, Social and Governance (ESG) risk The Company invests in partners having an environment, social responsibilities and governance reporting process. In particular, Socfinaf publishes a separate Sustainability Report that can be accessed on its website. Most of the commitments described in this Sustainability Report have already been considered in the budgets of Socfinaf's subsidiaries. As a consequence, the Management of Mopoli considers the ESG risks are already under control, and will continue to monitor their assessment in the future. The Company considered the potential impact of the climate change, which may impact financial instruments and cash deposits. The effects of the climate change on the Company's financial statements as in future years remain uncertain. The Management Board will continue to consider the potential impacts of the climate change in its judgements, and will integrate any new potential impact if this could lead to a material change in the Company's financial statements. Modifications No significant changes are expected to be made to the risk management system. Mopoli – Annual Report 2023/2024 - 9 1.8. Statements of the Management Board In control statement With reference to section 5:25c DFSA and best practice provision 1.4.3 of the Dutch Corporate Governance Code, the Management Board states that, to the best of its knowledge: - a self-assessment and monitoring is made to review and monitor compliance with Internal Control over Financial Reporting. Therefore, the Management Board report provides sufficient insights in the effectiveness of the internal risk management and control systems; - such aforementioned process provides reasonable assurance that the financial reporting does not contain any material inaccuracies; - based on the current beneficial state of activities and note 1.E of the Financial Statements, it is justified that the Financial Statements have been prepared on a going concern basis; - this Management Board report states those material risks and uncertainties that are relevant to the expectation of the Company’s continuity for the period of 12 months after the date this Management Board report was prepared. Responsibility statement The Management Board states that, to the best of its knowledge: - the Management Board report provides a fair view of the situation on the balance sheet date and of developments during the financial year of Mopoli whose information has been included in the Financial Statements, together with a description of the main risks the Company faces. - The Financial Statements which have been prepared in accordance with IFRS adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code give a true and fair view of the assets, liabilities, financial position and comprehensive income of the Company. Brussels, 31 October 2024 The Management Board Mr Hubert FABRI, President Mr François FABRI, Director Mopoli – Annual Report 2023/2024 - 10 1.9. Governance 1.9.1. Dutch corporate governance code The Dutch corporate governance code contains principles and best practice provisions on the governance of listed companies and their accountability to their shareholders on this topic. In December 2022, a revised version of the code was published (the "Code"). The Code was designated as the new corporate governance code by Decree on 20 September 2023 and entered into force as from the financial year 2022. Following the Annual General Meeting relating to the 2019/2020 financial year, new Management and Supervisory Board members had been nominated for appointment, and new policies complying with the Code had been set up. Exceptions to the compliance with the code: 1.3 Internal audit function In the absence of an internal audit department, this function is under the responsibility of the Management Board. Adequate control measures are implemented in relation to the operations and size of the Company without specific written plan or report. 1.5 Role of the Supervisory Board (Audit Committee) and 2.3.5. Committee reports Mr Andrej Bjegovic is the president and only member of the Audit Committee. There is therefore no formal meeting and no Audit Committee report. 2.2.6 Evaluation of the Supervisory Board and 2.2.7. Evaluation of the Management Board Given the size of the company and in the absence of significant operations during the period, no formal evaluation took place during the financial year 2023/2024. The members of the Supervisory Board and the Management Board carried out continuous evaluations. 2.4.4 Attendance at Supervisory Board meetings As the members of the Supervisory Board did not formally convene in 2023/2024, the Company does not comply with this best practice provision. However, the members collectively and individually interacted with other members and with the members of the Management Board outside the formal Supervisory Board meetings. 4.1.9. External auditor’s attendance The external auditors did not attend the Annual General meeting that occurred in December 2023. Apart from this fact, auditors exchanged information with accounting and finance department about the company financial performance, on a short and long-term perspective, going concern and fraud. The Company plans to invite auditors for the next annual general meeting that should occur in December 2024. 1.9.2. Board structure Mopoli has a two-tier board structure, consisting of a Management Board and a Supervisory Board. The Management Board is the executive body, entrusted with the management of the Company’s group and is responsible for the continuity, goals, objectives, long-term value creation strategy, policies and results of Mopoli. The Supervisory Board, established at the last General Meeting, supervises and advises the Management Board on the policies, management and the general affairs of Mopoli. The Supervisory Board has one committee, the Audit Committee. Mr Andrej Bjegovic is the president and only member of the Audit Committee. 1.9.3. Diversity Mopoli values diversity and inclusion in all areas of its organisation. Currently Mopoli does not meet the gender diversity targets of one-third for either the Supervisory Board or the Management Board. The Management Board and the Supervisory Board currently consist of only male members. Although the Management Board and Supervisory Board were appointed during the 2020/2021 period there were no female candidates and therefore the Company did not meet diversity targets. The members of the Management and the Supervisory Board mandates end in 2024, the members can be reappointed at the next Annual General Meeting. As there were no female candidates for being representatives at the Management and Supervisory Boards of the Company, the Company will also not meet its diversity targets at the end of 2024. Mopoli – Annual Report 2023/2024 - 11 The Company set up quotas, explained in Article 2 of Mopoli's diversity policy in order to meet a minimum of 30% male and female representatives by 2024. As there were no female candidates for being representatives at the Management and Supervisory Boards of the Company, the Company will not meet its diversity quotas at the end of 2024. The diversity quota of 30% should be met at the renewal of next mandates, that will occur in 2028. In the event of a new appointment in the Management Board or the Supervisory Board arises, gender diversity will be on the list of criteria, besides other relevant criteria for the specific vacancy. 1.9.4. Related party transactions Transactions made with shareholders, Management or Supervisory Board members of the Company are described in note 9 of the financial statements. These transactions with related parties have been done at arm’s length and comply with the best practice provisions 2.7.5. These transactions are described in Note 9 of the Company's financial statements. 1.9.5. Takeover Directive In accordance with the Dutch Takeover Directive (Article 10) Decree (Besluit artikel 10 overnamerichtlijn) this section provides information regarding the following matters: a) The Company's capital structure, the types of shares and related rights and obligations, and the percentage of the outstanding share capital represented by each type of share The authorised capital of the Company of EUR 3,080,000.00 consists of 120,000 ordinary shares with a nominal value of EUR 22.00 each and 1,000 preference shares with a nominal value of EUR 440.00 each. The issued and paid-up share capital of EUR 2,244,000.00 is divided as follows: - 100,000 ordinary shares with a nominal value of EUR 22.00 each (listed on Euronext Brussels) – 1 vote per share – 98.04% of the total issued share capital - specific dividend right (see other information of the annual report); - 100 preference shares with a nominal value of EUR 440.00 each (not listed on the stock exchange) – 20 votes per share – 1.96% of the total issued share capital - specific annual dividend right of 7% on the paid-up amount - specific rights according to points d) and h). In addition, 2,400 founder’s shares are issued and outstanding with no nominal value (listed on Euronext Brussels) – no voting right - specific dividend right (see note 4. Equity and Part 5. Other information of the annual report). b) Each limitation imposed by the Company on the transfer of shares or depositary receipts for shares Not applicable: Mopoli does not impose any limitation on the transfer of shares. c) Interest held in the Company for which a disclosure obligation exists under Articles 5:34, 5:35 and 5:43 of the Dutch Financial Supervision Act (Wet op het Financieel toezicht) ("DFSA") The following registrations were reported to the Authority for the Financial Markets (Autoriteit Financiële Markten): Shareholders Number of shares Percentage held Voting rights Date of notification AFICO L-1650 Luxembourg - - - 18/12/2019 Financière Privée Holding S.A. L-1650 Luxembourg 79,505 79.43% 79.81% 18/12/2019 Hubert Fabri CH-1659 Rougemont 100 0.10% 0.10% 18/12/2019 Total Hubert Fabri 79,605 79.53% 79.91% 18/12/2019 * 79,405 ordinary shares and 100 preference shares Mopoli – Annual Report 2023/2024 - 12 d) Special controlling rights attached to shares and the names of the party entitled thereto With the exception of the resolutions to appoint a Management Board member and to adopt the annual accounts, all resolutions of the General Meeting require the approval of the meeting of holders of preference shares. To the extent the approval is requested in view of a proposal to resolve to dissolve the Company, the approval should be obtained prior to the adoption of the resolution by the General Meeting. As mentioned in point c), the preference shares are indirectly held by Hubert Fabri. e) The mechanism of control of an arrangement, that awards rights to employees to purchase or acquire shares in the capital of the Company or a subsidiary thereof, if such control is not exercised directly by the employees Not applicable: the Company does not have an employee share participation plan nor an employee share option plan. f) Restrictions on the exercise of voting rights, terms for exercising voting rights and the issuance, with cooperation of the Company, of depositary receipts for shares The founder shares have no voting rights. There are no depositary receipts issued with the cooperation of the Company. There are no limitations on the exercising of voting rights, the periods involved therewith and the issuance of depositary receipts. g) Each agreement with a shareholder, to the extent known to the Company, that may limit (i) the transfer of shares or depositary receipts for shares or (ii) voting rights Not applicable: the Company is not aware of any agreement with a shareholder, that may result in a restriction in the transfer of shares or depositary receipts for shares issued with the cooperation of the Company or in a limitation of voting rights. h) The provisions on the appointment and dismissal of Management and Supervisory Board members and the amendment of the Company's articles of association The Management Board members and the Supervisory Board members shall be appointed by the General Meeting on the recommendation of the meeting of the holders of preference shares. The General Meeting may pass a resolution to amend the articles of association with a majority of two thirds of the votes cast in a meeting in which at least half of the issued capital is present or represented. i) The authorities of the Management Board, in particular in relation to the issuance of shares in the capital of the Company and the acquisition by the Company of shares in its own capital A decision to issue shares may only be taken by the General Meeting of shareholders. The Management Board may only acquire shares in its own capital if the General Meeting has authorised the Management Board to do so. Such authorisation will be valid for a period not exceeding eighteen months. The General Meeting must determine in the authorisation the number of shares which may be acquired, the manner in which they may be acquired and the limits within which the price must be set. By resolution of 23 February 2023, the General Meeting of shareholders authorised the Management Board for a period of 18 months as from 23 February 2023, to repurchase up to 10% of the issued share capital with due observance of article 2:98 of the Dutch Civil Code. As at 30 June 2024, the Company holds 5,904 ordinary shares and 219 founder's shares. j) Important agreements to which the Company is a party and which can be executed, amended or terminated subject to a change of control of the Company following a public bid as referred to in Article 5:70 DFSA, including the effects of such agreements, unless the agreements or effects thereof are such that disclosure may prejudice the Company Not applicable: there are no agreements with Mopoli that contain change of control provisions. k) Each agreement of the Company with a board member or employee that relates to a payment upon the termination of employment as a result of a public bid as referred to in Article 5:70 DFSA Not applicable: there are no agreements with board members or employees that provide for remuneration upon termination of employment as a result of a public bid. Mopoli – Annual Report 2023/2024 - 13 1.9.6. Social and environmental responsibility Mopoli’s values are very much linked to that of the company Société Financière des Caoutchoucs S.A. ("Socfin") and its subsidiaries (the "Socfin Group"). Mopoli adheres to and supports Socfin’s code of conduct as well as its sustainability commitments. Socfin's commitments and sustainability report are available on Socfin's website (www.socfin.com). As Afico is a small administrative company, its activity and its code of conduct has no material impact on Mopoli's indirect social and environmental impact. Mopoli – Annual Report 2023/2024 - 14 2. Supervisory Board report 2.1 Report of the Supervisory Board and its committees Monitoring and consultation with the Management Board In 2023/2024, the Supervisory Board exercised its duties as required by law and the Statutes. The Supervisory Board also regularly monitored the Management Board and provided advice on the Company’s strategic development and important individual measures, about which the Supervisory Board was regularly informed by the members of the Management Board. Regular topics of discussion were the management of loans and the development of the Company's activity. The members of the Supervisory Board and the members of the Management Board were in regular contact outside of Supervisory Board meetings. Supervisory Board meetings In 2023/2024, the members of the Supervisory Board did not formally convene. However, the members of the Supervisory Board collectively and individually interacted with members of the Management Board outside the formal Supervisory Board meetings. The members of the Supervisory Board and the members of the Management Board met regularly for discussions about the Company’s progress. The members of the Supervisory Board devoted sufficient time to engage in their supervisory responsibilities. Supervisory Board composition Name Philippe Fabri Daniel Haas Andrej Bjegovic Karim Homsy Gender male male male male Year of birth 1988 1963 1988 1988 Nationality Belgian Belgian French Belgian Initial appointment date 2020 2020 2020 2020 End of current term 2024 2024 2024 2024 Role Member Member Chairman Vice- chairman Independent no no yes yes Other positions Executive Director of Socfin Financial Director of Socfin Managing Director at Kraft Heinz None Director of Socfinaf and Socfinasia Permanent representative of Safa on the board of Safacam 2 members of the Supervisory Board are not considered independent, as they are employees or members of the Management board of Socfin, a company considered as an associated company with Mopoli. Independence and efficiency review An important aspect of good corporate governance is the independence of Supervisory Board members and their freedom from conflicts of interest. The Supervisory Board based the assessment of the independence of its members on the recommendations of the Dutch Corporate Governance Code. The independence criteria are described in Article 4 of the Supervisory board rules, based on best practice provision 2.1.7. and 2.1.9. of the Dutch Corporate Governance Code. Mopoli – Annual Report 2023/2024 - 15 According to the Supervisory Board’s assessment: - 2 of the 4 members of the Supervisory Board are considered to be independent, as the criteria of dependence, described in article 4 of the Supervisory board rules, do not apply to them. - 2 of the 4 members of the Supervisory Board are considered to be non independent (Mr Philippe Fabri and Mr Daniel Haas), as the criteria of dependence of the Supervisory board rules apply to them. The Company therefore does not comply with best practice provision 2.1.7.ii which states that the total number of supervisory board members to whom the criteria referred to in best practice provision 2.1.8. are applicable should account for less than half of the total number of supervisory board members. The Supervisory Board does not see any indications that the Supervisory Board role is not performed completely independently. In cases where Supervisory Board members hold supervisory or management positions at companies with which Mopoli has business relations, we see no impairment of their independence. The Supervisory Board reviews the efficiency of its activities every year in the form of a self-assessment. The Supervisory Board conducted a discussion between its members regarding the cooperation within the Supervisory Board and cooperation with the Management Board. Overall, its members rated the Supervisory Board’s activity as efficient and appropriate. Committees and Internal Audit The Supervisory Board has one committee, the Audit Committee. Mr Andrej Bjegovic is the president and only member of the Audit Committee, he has relevant competence in the sector in which Mopoly is operating, also relevant competence in auditing and accounting. Mr Bjegovic being the only member of the Audit Committee, there is therefore no formal meeting. The Audit Committee is responsible for all the recommendations of the Dutch Corporate Governance Code. Important tasks include providing recommendations to the Management Board on accounting issues and monitoring the financial reporting process, the internal auditing system and its efficiency. In application of the Audit Committee rules, the Audit Committee shall also provide the Supervisory Board with a report of its deliberations. This report should include the methods used to assess the effectiveness of the internal risk management system, of the internal and external audit processes, material considerations regarding financial reporting and the way material risks and uncertainties have been analysed and discussed. With regard to Internal Audit, adequate control measures are implemented in relation to the operations and size of the Company. Therefore, the current internal control system is efficient. Dutch Corporate Governance Code The information and exceptions linked to the corporate governance statement are integrated in point 1.9.1. of the Management Board report. Financial Statements 2023/2024 The financial statements of the Company for 2023/2024, as presented by the Management Board, have been audited by EY Accountants B.V., the independent external auditor appointed by the General Meeting of shareholders. These financial statements have been approved by the Management Board. The Management Board recommend to shareholders that they adopt the 2023/2024 financial statements, and that they adopt the proposal of the Management Board to make a distribution of EUR 2 million to the holders of common shares and founder shares, against the net income during the 2024/2025 period. Related party transactions The Supervisory Board became aware of the transactions made with shareholders, Management or Supervisory Board members of the Company described in note 9 to the financial statements and has approved them. Mopoli – Annual Report 2023/2024 - 16 2.2. Remuneration Report (article 2:135b of the Dutch Civil Code) The remuneration of the Management Board members and the Supervisory Board members is regulated by the Remuneration Policy. The Remuneration Policy has been adopted by the General Meeting of 17 December, 2020 (by 100% of the vote) and is available on the website of the Company, in line with article 2:135a of the Dutch civil code. The Remuneration Policy was directly and fully implemented after its adoption. It supports improving the Company’s overall performance and enhancing the long-term value of the Company by attracting and retaining qualified talent to perform the Supervisory Board’s duties acting in accordance with the interests of the Company and its stakeholders. The Annual General Meeting, relating to the financial year 2023/2024 approved the remuneration report presented during the meeting. As Mopoli has no employees, there is no internal pay ratio included in the Remuneration report. The Supervisory Board dependent members did not receive any remuneration for the work they performed during the financial year 2023/2024 (no remuneration during the financial year 2022/2023). The independent Supervisory Board members (Mr Andrej Bjegovic and Mr Karim Homsy) received a remuneration of EUR 5,000 for the work performed during the financial year 2023/2024, compared to a remuneration of EUR 5,000 during the financial year 2022/2023. The Audit Committee member (Mr Andrej Bjegovic) received a remuneration of EUR 5,000 for the work he performed during the financial year 2023/2024, compared to a remuneration of EUR 5,000 during the previous period. EUR 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024 Management Board Remuneration - - - - - Supervisory Board Remuneration none 10 10 10 10 Audit Committee none 5 5 5 5 The Remuneration Policy only allows a fixed fee to the independent members of the Supervisory Board. The non- independent members of the Management Board and the Supervisory Board did not receive any remuneration for the work they performed during the financial year 2023/2024, in compliance with the Remuneration Policy. As the financial performance of the Company remains stable over the years, no scenario analyses have been considered in the Remuneration Report. Mopoli – Annual Report 2023/2024 - 17 3. Events after the balance sheet date In September 2024, Mopoli granted an additional amount of EUR 10 million to Afico. The annual interest rate of the overall loan remains unchanged at 6%. The maturity of the overall loan has also been updated and has been set at June 2027. The main part of this additional loan is expected to be reimbursed by Afico before 2024 year-end. Mopoli – Annual Report 2023/2024 - 18 4. Financial Statements 4.1. Statement of financial position - Assets (before appropriation of profit/loss) As at 30 June 2024 (EUR thousands) Notes 30 June 2024 30 June 2023 NON-CURRENT ASSETS 9,000 9,000 Other receivables 2 9,000 9,000 CURRENT ASSETS 44,161 48,372 Other receivables 2 20,451 20,342 Other current assets 6 5 Cash and short-term deposits 3 23,704 28,025 TOTAL ASSETS 53,161 57,372 4.2. Statement of financial position – Equity and Liabilities (before appropriation of profit/loss) (EUR thousands) Notes 30 June 2024 30 June 2023 EQUITY 52,739 57,056 Share capital 4 2,244 2,244 Statutory reserves 4 301 301 Available reserves 4 523 523 Result of the year 4 1,683 779 Retained earnings 4 51,362 56,583 Treasury Shares 4 -3,374 -3,374 CURRENT LIABILITIES 422 316 Trade and other payables 5 84 223 Other current liabilities 5 338 93 TOTAL EQUITY AND LIABILITIES 53,161 57,372 Mopoli – Annual Report 2023/2024 - 19 4.3. Statement of Comprehensive Income For the year-ended 30 June 2024 (EUR thousands) Notes 2023/2024 2022/2023 Administrative costs -188 -268 Other operating expenses -44 - Operating profit -232 -268 Financial income 6 2,580 1,394 Financial expenses 6 -93 -74 Profit before tax 2,255 1,052 Income tax expense 7 -572 -273 Profit for the year 1,683 779 Other comprehensive income - - Total comprehensive income for the year, net of tax 1,683 779 Earnings per share (profit for the year attributable to common shares) : Basic earnings per share 8 10.51 5.14 Diluted earnings per share 8 10.51 5.14 Earnings per share (profit for the year attributable to founder shares) : Basic earnings per share 8 347.88 147.78 Diluted earnings per share 8 347.88 147.78 Mopoli – Annual Report 2023/2024 - 20 4.4. Statement of Cash Flows For the year-ended 30 June 2024 (EUR thousands) Notes 2023/2024 2022/2023 Profit for the year 4 1,683 779 Adjustments for: Interest income 6 -2,580 -1,394 Interest cost 6 - 18 Income tax incurred 7 572 273 Changes in working capital Variation trade payables 5 -139 132 Variation other current liabilities 5 1 -16 Variation other receivables (excl. interest and income tax) 2 -1 -55 Income tax paid 7 -452 -130 Operating cash flows -916 -393 Loans granted 2 - -500 Loans repaid 2 - - Interest received 2,471 1,397 Investing cash flows 2,471 897 Dividend paid 4 -5,876 - Purchase treasury shares - - Financial expenses / interest paid 6 - -18 Financing cash flows -5,876 -18 Net cash flows -4,321 486 Cash and cash equivalents at beginning of period 3 28,025 27,539 Cash and cash equivalents at end of period 3 23,704 28,025 Movements for the period -4,321 486 The interest received has been reclassed to the investing cash flows instead of operational cashflow as compared to prior years. The reason for the presentation is to already comply with the future IFRS regulation. The figures have not been changed. Mopoli – Annual Report 2023/2024 - 21 4.5. Statement of changes in Equity As at 30 June 2024 (EUR thousands) Share capital Statutory reserves Available reserves Retained earnings Profit for the year Treasury shares Total Balance as at 30 June 2022 2,244 301 523 56,189 391 -3,374 56,274 Profit for the year 779 779 Other comprehensive income - Total comprehensive income for the year 0 0 0 0 1.170 0 779 Dividends - Transfer from previous year 391 -391 - Other movements 3 3 Balance as at 30 June 2023 2,244 301 523 56,583 779 -3,374 57,056 Profit for the year 1,683 1,683 Other comprehensive income - Total comprehensive income for the year 0 0 0 0 1,683 0 1,683 Dividends -6,000 -6,000 Transfer from previous year 779 -779 - Balance as at 30 June 2024 2,244 301 523 51,362 1,683 -3,374 52,739 See note 4 for details. Mopoli – Annual Report 2023/2024 - 22 4.5. Notes to the Financial Statements Note 1: Accounting Principles and Methods of Appraisal A. Corporate information Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. (hereafter referred to as Mopoli or the Company) is a public limited company governed by Dutch law, subject to all legislative texts applicable to commercial companies in the Netherlands. It is registered at the Dutch Chamber of Commerce under number 27035538. Its registered offices are located at 10, Koningin Julianaplein 2595 AA The Hague, the Netherlands, and its administrative headquarters are located at 2, Place du Champ de Mars, 1050 Brussels, Belgium. The Company is listed on Euronext Brussels. Mopoli is a company investing in agro industry projects. B. Accounting policies Statement of compliance In application of European Regulation no. 1606/2002 of 19 th July 2002 on International Accounting Standards, the accounts for the 2023/2024 financial period have been prepared in conformity with IFRS (International Financial Reporting Standards) as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code. This reference system includes the International Accounting Standards and interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC) and its predecessor, the Standard Interpretation Committee (SIC). The financial statements have been prepared on a historical cost basis. On 31 October 2024, the Management Board has approved the financial statements as at 30 June 2024, that need to be validated at the Annual General Meeting. The financial statements are presented in euros and all values are rounded to the nearest thousand (‘000) except when otherwise indicated. Significant judgements, estimates and assumptions In the process of applying the Company’s accounting policies, management may have to make judgements and assumptions, and made estimates in determining amounts recognised in the financial statements. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods. Significant accounting policies, for which the Company has used its judgement, mainly concern the application of IFRS 9 (Note 10). In the process of applying the company’s accounting policies, management has made various judgements. Those judgements that management has assessed to have the most significant impact on the amounts recognised in the financial statements are discussed in the individual notes to the related financial statement line items. The company based its assumptions and estimates on parameters available when the financial statements were prepared. However, existing circumstances and assumptions about future developments may change due to market changes or circumstances that are beyond the company's control. Such changes are reflected in the assumptions when they occur. The recoverability of other receivables is assessed by a regular control of the financial position of the parties of the loans. Over the previous years, a substantial portion of the loan has been recovered, and no impairment has been booked on these receivables. Consequently, no expected credit losses have been booked over these loans, based on historical data. A treasury agreement was signed with Socfinaf. Since the amount paid can be claimed on demand, this transaction has been recognised as a current receivable. Despite the fact that this loan is outstanding since 20 November 2014, the Management consider it as a current receivable. Indeed, a substantial portion of this loan has been recovered over the previous years. Mopoli – Annual Report 2023/2024 - 23 Risk Management Policies Line of Guidance The purpose of the Company is the exploitation of palm oil and rubber oil, either directly or indirectly. This is a sector of risk given that in certain producing countries, the political system and economic stability remain fragile and could lead to currency devaluation or hyperinflation as well as expropriation. The current policy is therefore to invest indirectly in this sector and in different countries. Business risk As investor in tropical agro business projects, the Company has to deal with potential high risk (see previous paragraph). That is why the Company is not investing directly in the projects, but through well structured listed and non-listed companies, that have developed the know-how in that business and are designed to manage the risk. Market risk There is no direct market risk since the only activity as at 30 June 2024 is the cash loan to Afico and Socfinaf. However, the fair value of loans may fluctuate depending on the market. Interest risk This risk includes an impact in cash flows relating to long-term loans, if concluded on a variable rate or including a component linked to a variable rate, and the base interest rates on cash and cash equivalents. The interest risk is monitored by concluding the loans at a fixed rate, and by a close monitoring of the evolution of interest rate on financial markets. Credit risk In 2014, Mopoli entered into a loan agreement with the company Socfinaf. Mopoli considers there is a limited credit risk since Socfinaf is a listed company with a low debt ratio. Funds are advanced in the context of new investments and a portion of the loan has already been repaid over the previous years. In 2016, a loan was granted to Afico. This loan bears a limited credit risk since the company has a low debt ratio and a high profitability ratio. The Company established a provision table based on its historical credit loss experience, adjusted for prospective factors specific to the debtors and the economic environment. This leads to the estimation of the expected credit loss as required by IFRS 9. The carrying amount of the asset is reduced through the use of a provision account and the amount of the loss is recognised in the income statement. Mopoli assessed the expected credit loss to be almost 0, see also Note 2 and Note 10 of the financial statements. This being said, an uncontrollable factor is the market prices of the raw materials sold by the companies. An important and lasting drop in those prices could affect the companies' ability to service the debt, but Socfinaf's and Afico's have a presence in different geographical markets reducing their exposure to market price risk. Liquidity risk Prudent liquidity risk management implies maintaining cash available for investment opportunities. Mopoli manages cash and short-term deposits according to the needs. Mopoli has limited liquidity risk over the 2023/2024 period. Hedging of risks The policy of the Company is not to hedge any of the aforementioned risks. Environmental, Social and Governance (ESG) risk The Company invests in partners having an environment, social responsibilities and governance reporting process. In particular, Socfinaf publishes a separate Sustainability Report that can be accessed on its website. Most of the commitments described in this Sustainability Report have already been considered in the budgets of Socfinaf's subsidiaries. As a consequence, the Management of Mopoli considers the ESG risks are already under control, and will continue to monitor their assessment in the future. Mopoli – Annual Report 2023/2024 - 24 The Company considered the potential impact of the climate change, which may affect the financial performance of the Company. Climate change may impact financial instruments and cash deposits: the Company considered the potential impact of climate effect on debtor's ability to pay. The effects of the climate change on the Company's financial statements in future years remain uncertain. The Management Board considered various documentation in its assessment of the impact. The Management Board has considered the potential impact of climate change on its assessment of Expected Credit Losses (ECL), mainly on loans towards Socfinaf and Afico. Given the actual level of knowledge, the Management Board has considered the climate change would not have a material impact on ECL. The effects of the climate change on the long term financial performance of Socfinaf and Afico remain uncertain. The Management Board will continue to consider the potential impacts of the climate change in its judgements, and will integrate any new potential impact if this could lead to a material change in the Company's financial statements. At closing period, there is no material impact on the Company's financial statements. Modifications No significant changes are expected to be made to the risk management system. C. Summary of significant accounting policies Conversion of foreign currency transactions No foreign currency transactions occurred and were subject to conversion. The functional currency of the Company is the euro. Revenue recognition and financial income The company has no revenues, as the Company's activity is to invest in agro industry projects. Financial income correspond to interest accrued on loans, calculated using the effective interest rate method. Operating expenses Operating expenses correspond to expenses that the Company incurs through its normal business operations. Expenses are recognised when the related goods are received and service is provided. Financial charges In prior years the cost mostly comprised of interest charges due to negative interest rates on Company’s deposits. Following the increase of interest rates in 2023/2024 the Company does not incur interest charges anymore. Income tax The Company calculates income tax expense in compliance with the applicable tax legislation. According to IAS 12 standard “Income Taxes”, any temporary difference between the accounting values of the assets and liabilities and their tax bases will give rise to the computation of a deferred tax, using the tax rate adopted, or substantively- adopted, at balance sheet date. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available. This assessment is made annually. Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of profit or loss. Management periodically evaluates positions taken in the tax returns, with respect to situations in which applicable tax regulations are subject to interpretation, and establishes provisions where appropriate. This assessment is made annually. A reconciliation between effective income tax rate and local tax rate is performed and disclosed annually. Mopoli – Annual Report 2023/2024 - 25 Financial assets The loans bearing interest are initially recorded at fair value, less direct costs of issue. Financial income is added to the carrying amount of the instrument to the extent that it is not received in the period in which it occurs. The Company's business model for financial assets management refers to the way it manages its financial assets in order to generate cash flows: financial assets are classified and measured at amortised cost, as they are held in a business model with the objective of holding financial assets to collect contractual cash flows. The Company applies the low credit risk simplification: at every reporting date, the Company evaluates whether the financial asset is considered to have low credit risk using all reasonable and supportable information that is available without undue cost or effort. In addition, the Company considers that there will be a significant increase in credit risk when contractual payments are more than 30 days past due. In addition to the low credit-risk simplification explained above, if the recoverable amount of a financial asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. These impairment losses are immediately recognised as expenses in the income statement. When an impairment loss recognised in a prior period no longer exists or needs to be written down, the carrying amount of the asset is increased to the extent of the revised estimate of its recoverable amount. However, this increased carrying amount may not exceed the carrying amount that would have been determined if no impairment loss had been recognised for the asset in prior years. The reversal of an impairment loss is recognised immediately in income in the income statement. A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is derecognised when: - the rights to receive cash flow from the asset have expired; - the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass through’ arrangement; or - the Company has transferred its right to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Company has transferred its rights to receive cash flows from an asset and has neither transferred substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Company’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay. Other receivables Trade and other accounts receivables are current financial assets initially recognised at fair value; this generally corresponds to the nominal value, in the absence of a significant discounting effect. Upon each closing, the receivables are appraised at amortised cost, using the effective interest rate method, minus any losses in value taking account of any possible risk of expected credit losses according to IFRS 9. Cash assets and cash-equivalents Cash and cash-equivalents consist of cash in hand, bank balances and short-term deposits in money market instruments. These investments, with maturities less than three months, are easily convertible into cash, and are subject to negligible risks of changes in value and risks of non-transferability. Trade and other payables Other financial liabilities (trade payables, other payables) represent liabilities for goods and services provided to the company prior to the end of the financial year that are unpaid. The amounts are unsecured and are usually paid within 30-60 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within twelve months after the reporting period. They are initially recognised at their fair value and subsequently measured at amortised cost using the effective interest rate method. The fair value of other financial liabilities is estimated to be close to the carrying amount, as these payables are due with a short-term maturity. Other financial liabilities are derecognised when the obligation under the liability is discharged or cancelled or expires. Mopoli – Annual Report 2023/2024 - 26 Segment reporting No segment reporting is disclosed, since the business segment is unique, i.e., finance, and since the geographical segment is also unique (Belgium). Cash flow statement The cash flow statement is prepared by using the indirect method. The cash flow statement distinguishes operating, investing and financing activities. Payments and receipts of corporate taxes as well as dividends and interest received are included in cash flows from operating activities. Dividends paid and interest paid are part of the cash flow from financing activities. Share capital and Treasury shares Ordinary shares are classified as share capital Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments. Any difference between the carrying amount and the consideration, if reissued, is recognised in the share premium. D. IFRS Standards and IFRIC Interpretations The Company does not expect the adoption of the standards and amendments described below to have a material impact on its consolidated financial statements, nor anticipate early adoption of new accounting standards, amendments and interpretations. New and amended standards and interpretations applicable as at 1 July 2024 Amendments to IAS 1 " Presentation of Financial Statements " In January 2020 and October 2022, the IASB issued amendments to paragraphs 69 to 76 of IAS 1 "Presentation of Financial Statements" to specify the requirements for classifying liabilities as current or non-current. The amendments clarify: • What is meant by a right to defer settlement • That a right to defer must exist at the end of the reporting period • That classification is unaffected by the likelihood that an entity will exercise its deferral right • That only if an embedded derivative in a convertible liability is itself an equity instrument would the terms of a liability not impact its classification In addition, a requirement has been introduced to require disclosure when a liability arising from a loan agreement is classified as non-current and the entity’s right to defer settlement is contingent on compliance with future covenants within twelve months. Amendments to IFRS 16 " Lease liability in a Sale and Leaseback " In September 2022, the IASB issued amendments to IFRS 16 to specify the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. Amendments to IAS 7 " Supplier Finance Arrangements " On 25 May 2023, the IASB issued amendments to IAS 7 and IFRS 7 "Supplier Finance Arrangements": the amendments clarify the characteristics of an arrangement for which an entity is required to provide the information. They also require entities to disclose information that allows users to assess how supplier finance arrangements affect an entity’s liabilities, cash flows and exposure to liquidity risk. Such information may consist of the terms and conditions of these arrangements and the carrying amount of the supplier finance arrangement financial liabilities. Amendments to IAS 12 " International Tax Reform – Pillar Two Model Rules " On 23 May 2023, the IASB issued amendments to IAS 12 "International Tax Reform – Pillar Two Model Rules" in order to respond to concerns about the potential implications of OECD Pillar Two model rules. The amendments introduce a mandatory exception in IAS 12 from recognising and disclosing deferred tax assets and liabilities related to Pillar Two income taxes, and disclosure requirements for affected entities to help users of the financial statements understand better exposure to Pillar Two income taxes arising from that legislation, particularly before its effective date. The amendments apply to annual reporting periods beginning on or after 1 January 2024, with some disclosure requirements being effective later. Mopoli – Annual Report 2023/2024 - 27 Standards issued but not yet effective and not yet endorsed as at 30 June 2024 - On 25 August 2023, the IASB issued amendments to IAS 21 - Lack of Exchangeability. The amendments clarify how an entity should assess whether a currency is exchangeable, how it should determine a spot exchange rate when exchangeability is lacking, and specify information disclosures to enable users of financial statements to understand the impact of a currency not being exchangeable. The amendments apply prospectively to annual reporting periods beginning on or after 1 January 2025, with early adoption permitted. - On 9 April 2024, the IASB issued IFRS 18 - Presentation and Disclosure in Financial Statements. This standard sets out requirements for the presentation and disclosure of information in general purpose financial statements (financial statements) to help ensure they provide relevant information that faithfully represents an entity’s assets, liabilities, equity, income and expenses. The standard will become effective for reporting periods beginning on or after 1 January 2027, with early adoption permitted. - On 9 May 2024, the IASB issued IFRS 19 - Subsidiaries without Public Accountability: Disclosures. This standard permits eligible subsidiaries to elect to apply reduced disclosure requirements as per IFRS 19 and comply with the recognition, measurement and presentation requirements set out in other IFRS Accounting Standards. The standard will become effective for reporting periods beginning on or after 1 January 2027, with early adoption permitted. - On 30 May 2024, the IASB issued Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 (the Amendments). The Amendments provide guidance on: - the classification of financial assets, including Environment, social and Governance (ESG) features; - the derecognition of liabilities settled through electronic payment systems. It also clarifies the treatment of non- recourse assets and contractually linked instruments; - the disclosures related to investments in equity instruments at fair value through other comprehensive income and to financial assets/liabilities with contractual terms that reference a contingent event including those that are ESG-linked. The amendments to IFRS 9 and IFRS 7 will be effective for annual reporting periods beginning on or after 1 January 2026, with early application permitted. The Company does not expect the adoption of these amendments to have a material impact on its consolidated financial statements, nor anticipate early adoption of new accounting standards, amendments and interpretations. E. Going concern Going concern The financial statements have been prepared on a going concern basis which assumes that the Company will generate cash flows to continue in the foreseeable future. As at 30 June 2024, the current assets widely exceed current liabilities, as - the current assets amount to EUR 44.2 million; - the current liabilities amount to EUR 0.5 million. There are no new loans in the future, considered in the foreseeable future of the Company, at closing period. F. Geopolitical uncertainties Due to the geopolitical tensions (war in Ukraine, in Gaza strip, …), since February 2022, there has been a significant increase in volatility on the securities and currency markets. The conflicts have had a significant impact on the financial markets, with many investors concerned about the potential for further escalation and the impact on global trade and economic growth. Although neither the Company’s performance and going concern have been significantly impacted by the above during 2023/2024 period, the Management Board continues to monitor the evolving situation and its impact on the financial position and results of the Company. Mopoli – Annual Report 2023/2024 - 28 Note 2: Other receivables (EUR thousands) 30 June 2024 30 June 2023 Loan granted 29,000 29,000 Provision under expected life-cycle credit loss model - - Other receivables 18 53 Interest to be received on loan granted 433 289 Total of Trade and other receivables 29,451 29,342 Trade and other receivables whose recovery is awaited 1 year at the most 20,451 20,342 Trade and other receivables whose recovery is awaited between 1 and 5 years 9,000 9,000 Trade and other receivables whose recovery is awaited at more than 5 years 0 0 The loan of Socfinaf is unchanged to EUR 20,000,000. This loan bears an interest rate of 6% (4% during 2022/2023 period) and has an indefinite term and no interest rate revision date, but it can be recalled at any time. The loan of Afico is unchanged during the period, to EUR 9,000,000 (compared to an amount of EUR 500,000 granted to Afico during the period 2022/2023). This loan bears an interest rate of 6% (4% during 2022/2023 period) and the term is fixed at 31 December 2026. There is due interest on the loans to Socfinaf and Afico for the last quarter. These 2 loans are receivables on related parties. See note 9 for more details about these related parties loans. Mopoli – Annual Report 2023/2024 - 29 Note 3: Cash and cash equivalents Cash and cash-equivalents consist of cash in hand, bank balances and short-term deposits. (EUR thousands) 30 June 2024 30 June 2023 Cash at bank and in hand 1,691 1,771 Short-term deposits 22,013 26,254 Cash and cash equivalents 23,704 28,025 There is no restriction to the availability of cash and cash equivalents. Short-term deposits have a maturity comprised between 2 weeks and 2 months, they are remunerated at market rate. The short-term deposits can be withdrawn before the maturity date without any interest income. Note 4: Equity Share capital (in units) Common shares Preferred shares Founder shares Number of shares as at 30 June 2022 100,000 100 2,400 Changes during the year - - - Number of shares as at 30 June 2023 100,000 100 2,400 Changes during the year - - - Number of shares as at 30 June 2024 100,000 100 2,400 Number of ordinary shares issued, fully paid 100,000 100 2,400 The subscribed and fully paid capital of EUR 2,244,000 is represented as follows: - 100,000: Common shares of a nominal value of EUR 22.00 (listed on Euronext Brussels) - 100: Preferred stock of a nominal value of EUR 440.00 (not listed) - 2,400: Founder shares with no nominal value. (listed on Euronext Brussels) As at 30 June 2024, the Company owned 5,904 of its own common shares (30 June 2023: 5,904), and 219 of its founder shares (30 June 2023: 219) and deducted from the shareholder’s equity. The extraordinary General Meeting as at 10 June 2008 authorised the Company to acquire its own shares. Since then, this authorisation has been extended regularly and is still applicable as at 30 June 2024, however the availability of shares is limited. As at 1 January 2020, pursuant the provision of Dutch Conversion Act (wet omzetting aandelen aan toonder), 1,517 common shares and 148 founder shares were converted into registered shares by operation of law and have lost their voting right and right to dividends. This leads to the following overview of shares outstanding: Mopoli – Annual Report 2023/2024 - 30 Shares outstanding (in units) Common shares Preferred shares Founder shares Number of shares outstanding as at 30 June 2022 92,579 100 2,033 Changes during the year - - - Number of shares outstanding as at 30 June 2023 92,579 100 2,033 Changes during the year - - - Number of shares outstanding as at 30 June 2024 92,579 100 2,033 Reserves (EUR thousands) Statutory reserves - Not distributable Available reserves - Distributable 30 June 2022 301 523 Changes during the year - - 30 June 2023 301 523 Changes during the year - - 30 June 2024 301 523 The statutory reserves were relative to article 36.1.b. (i) of the Company statutes. These reserves are no more funded as they reached 10% of the capital. The General Meeting of December 2020 adapted the share capital when amending the Company's articles of association. “The issued and paid-up capital in the amount of EUR 2,314,279.10 is, in accordance with section 2:67a paragraph 1 DCC, hereby converted into EUR 2,244,000 divided into 100,000 ordinary shares, with a nominal value of EUR 22 each and 100 preference shares, with a nominal value of EUR 440 each.” The funds relating to this adjustment (EUR 70,279.10) are included in the statutory reserves following the decision of the General Meeting and is not-distributable in accordance with section 2:67a paragraph 3 of the DCC. The available reserves were build up until 1995. The profits of the year were allocated to these reserves instead of the retained earnings. They are no more funded and can be distributed or allocated to another equity account based on a decision of the General Meeting. Distribution of profit (EUR thousands) Retained earnings Result for the year 30 June 2022 56,189 391 Profit of the year - 779 Dividends 3 - Transfer from previous year 391 -391 30 June 2023 56,583 779 Profit of the year - 1,683 Dividends () -6,000 - Transfer from previous year 779 -779 Other movements - - 30 June 2024 51,362 1,683 ()As a result of a delay in the previous General meeting the dividends of EUR 6 million paid in 2023/2024 corresponds to: - EUR 2 million relating to 2020/2021 period - EUR 2 million relating to 2021/2022 period - EUR 2 million relating to 2022/2023 period The last dividend payment has been paid in line with the dividend proposal of the General Meeting. Mopoli – Annual Report 2023/2024 - 31 Proposal for distribution of profit (in thousands of euro) The Management Board submits the following proposal for the distribution of income and attribution of dividends to the approval of the General Meeting for Shareholders in accordance with article 36 of the Articles of Association. The purchased treasury shares restrict the distributable reserves. (EUR thousands) Net result for the period 1,683 Profit brought forward 51,362 Profit to be distributed 53,045 Restriction - Treasury shares -3,374 Addition - Available reserves 523 Distributable profit 50,194 First: Dividend to preferred shares -3 Second: Distribution to ordinary shares and founder shares () -1,997 Distributed profit -2,000 Restriction - Treasury shares 3,374 Addition - Available reserves -523 Transferred to profit carried forward 51,045 () Proposed dividends on ordinary shares, described in the table above, are subject to shareholders approval at the annual general meeting. As a consequence, they are not considered as a liability as at 30 June 2024. Mopoli – Annual Report 2023/2024 - 32 Note 5: Trade and other payables (EUR thousands) 30 June 2024 30 June 2023 Trade payables 83 222 Other payables - current taxes 213 93 Other payables – others () 126 1 Total of trade and other payables 422 316 Trade and other payables whose payment is awaited 1 year at the most 422 316 () Amount corresponds for EUR 125 K to dividends payables, in the absence of shareholders. Note 6: Financial income and expenses (EUR thousands) 2023/2024 2022/2023 Interest - -18 Other financial costs -93 -56 Total of financial costs -93 -74 Interests from receivables and cash and cash equivalents 2,580 1,394 Other financial income 2,580 1,394 Financial result 2,487 1,320 The interest received is mainly related to the loan granted to related parties, bearing a higher interest rate than the bank account. During the 2023/2024 period, the average for deposits interest rate was +3.4% compared to +2.1% during the 2022/2023 period. Following the increase of the interest rates on the European market since 2022 year-end, the Company does not incur anymore financial expenses on its cash and cash equivalents. Mopoli – Annual Report 2023/2024 - 33 Note 7: Income tax Components of income tax expense (EUR thousands) 2023/2024 2022/2023 Current income tax 572 273 Current income tax previous year - - Income tax expense 572 273 Profit for the year 1,683 779 Income tax -572 -273 Profit before tax 2,255 1,052 Effective income tax rate 25% 26% Reconciliation of income tax expense (EUR thousands) 2023/2024 2022/2023 Profit before tax 2,255 1,052 Non-deductible expenses - - Revenue exempt from tax - - Specific tax regime 32 40 Taxable profit 2,287 1,092 Applicable local rate 25% 25% Tax at the applicable local rate 572 273 Mopoli – Annual Report 2023/2024 - 34 Note 8: Earnings per share Basic earnings per share amounts are calculated : - Earnings per common share: by dividing net profit for the year attributable to common equity holders of the parent by the weighted average number of common shares outstanding during the year; - Earnings per founder share: by dividing net profit for the year attributable to founder shares by the weighted average number of founder shares outstanding during the year. The Company did not issue any financing instrument requiring to disclose a diluted earnings per share. (EUR thousands) 2023/2024 2022/2023 Numerator Net profit from continuing operations 1,683 779 Preference dividends -3 -3 Net profit 1,680 776 Net profit attributable to common shares 973 476 Net profit attributable to founder shares 707 300 Denominator Weighted average number of common shares 92,579 92,579 Weighted average number of founder shares 2,033 2,033 Net profit attributable to common shares per common share (in euro) 10.51 5.14 Net profit attributable to founder shares per founder share (in euro) 347.88 147.78 Net profit is allocated as follows: - At first, 7% of the value of the preference shares is distributed as a preference dividend, amounting to EUR 3K for the 2023/2024 period (EUR 3K for the 2022/2023 period). - Secondly, the common shares are entitled to a 5% interest distribution on the subscribed and fully paid share capital, common shares (2024: EUR 108K, 2023: EUR 108K). - After this allocation, 55% of the remaining Net profit is allocated to common shares (2024: EUR 865K, 2023: EUR 368K) and 45% is allocated to founder shares (2024: EUR 707K, 2023: EUR 300K). Mopoli – Annual Report 2023/2024 - 35 Note 9: Related parties (EUR thousands) 30 June 2024 30 June 2023 Management Board () - - Supervisory Board () 15 15 () Amount actually paid during the financial year According to a declaration of participation (18 December 2019), Hubert Fabri holds directly or indirectly 89% of ordinary shares and 100% of the preferred shares of Mopoli. Hubert Fabri also holds a majority interest in Socfin and Afico. During the period 2023/2024, the Company paid an amount of EUR 73,810 for administrative assistance to Centrages (2022/2023: EUR 84,106), a company indirectly held by Socfin. All administrative and accounting services are provided by Centrages. The Company has granted a loan of EUR 35.0 million to Socfinaf, a company affiliated to Socfin. This loan bears an interest rate of 6% and has an indefinite term, but it can be recalled at any time. Socfinaf repaid EUR 15.0 million during 2016-2017. The remaining balance as at 30 June 2024 is EUR 20.0 million. The Company has granted a loan of EUR 10.0 million to Afico, a shareholder company. This loan bears an interest rate of 6% and the term is fixed at 31 December 2026. Afico repaid a net amount of EUR 1.0 million between 2017 and June 2023. The remaining balance as at 30 June 2024 is EUR 9.0 million. These loans are measured at amortised cost, which is equal to the nominal value of the loan. The fair value of the loan granted to Socfinaf equals the valuation at amortised cost, as the loan has an indefinite term, but can be recalled at any time. The fair value of the loan granted to Afico has been estimated at EUR 9.2 million as at 30 June 2024, compared to a fair value of EUR 9.0 million as at 30 June 2023 (see also Note 11). No guarantees have been issued on these loans. A provision for doubtful debts related to the amount of outstanding loans granted to Socfinaf and Afico is not deemed necessary. The transactions with related parties are done at arm’s length. Mopoli – Annual Report 2023/2024 - 36 Note 10: Expected Credit Loss The Company recognises an allowance for expected credit losses for financial assets carried at amortised cost. Expected credit losses are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Company expects to receive. All reasonable and supportable information was considered. Examples of indicators identified included the average historical losses, the history of periods for payment of interest quarterly and the profitability of the activity of the borrower. The financial assets were also individually assessed. There was no material adjustment made because of the tenor of the loan. Note 11: Fair value Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal and interest cash flows, taking into consideration the non-performance risk. The different fair value hierarchy levels have been defined as follows: - Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). - Level 3: inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). For elements recognised in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. There have been no transfer between levels in the fair value hierarchy during the period 2023/2024 nor 2022/2023. (EUR thousands) 2023/2024 2022/2023 Carrying amount Fair value Carrying amount Fair value Financial assets Other receivables (loans) 29,000 29,229 29,000 29,027 Other receivables (interests) 342 342 342 342 The carrying amount does not materially differ from the estimated fair value because the loans are repayable either on demand at the option of the borrower or within 30 months. As there is no active market with a quoted price for these assets (level 1 inputs), nor other observable inputs (level 2 inputs), the fair value of other receivables is assessed based on internal elements (level 3), e.g. no difficulties to reimburse from the borrowers. The fair value of other receivables is assessed based on internal elements (level 3). The calculation of the fair value is based on the discounted cash flow of the loan. The fair value is calculated as the present value of the future principal and interest cash flows. The inputs for the calculation are the interest rate as agreed in the loan agreement and the discount factor is calculated as the difference between the interest rate on the loan and the market interest rate. Note 12: Off balance sheet rights and commitments The Company does not have off balance sheet rights and commitments as at 30 June 2024. Mopoli – Annual Report 2023/2024 - 37 Note 13: Events after the closing date In September 2024, Mopoli granted an additional amount of EUR 10 million to Afico. The annual interest rate of the overall loan remains unchanged at 6%. The maturity of the overall loan has also been updated and has been set at June 2027. The main part of this additional loan is expected to be reimbursed by Afico before 2024 year-end. Note 14: Board remuneration No remuneration was paid to Management Board members this year (no remuneration paid to board members in 2022/2023). Detailed information about Audit Committee and Supervisory Board remuneration is given below: - Supervisory Board remuneration amounts to EUR 10,000 during the 2023/2024 period (EUR 10,000 during the 2022/2023 period) - Audit Committee remuneration amounts to EUR 5,000 during the 2023/2024 period (EUR 5,000 during the 2022/2023 period) Note 15: Personnel Expenses The Company has no employees and therefore has no personnel expenses (no employees and no personnel expenses in 2022/2023). Note 16: Auditor fees The following table sets out the fees for the work done during the years for professional audit services provided by EY Accountants B.V. and their network inside and outside the Netherlands, as referred to in Section 1(1) of the Dutch Audit Firms Supervision Act (Dutch: Wta, Wet toezicht accountantsorganisaties): (EUR thousands) 2023/2024 2022/2023 EY Accountants B.V. (Netherlands) 90 126 Audit fees for the audit of the 2023/2024 financial statements are incurred after balance sheet date and will be paid after balance sheet date. Brussels, 31 October 2024 The Management Board Mr Hubert FABRI, President Mr François FABRI, Director Mopoli – Annual Report 2023/2024 - 38 5. Other Information 5.1. Voting rights - The 100,000 ordinary shares with a nominal value of EUR 22.00 each have 1 vote per share – 98.04% of the total issued share capital - The 100 preference shares with a nominal value of EUR 400.00 each have 20 votes per share – 1.96% of the total issued share. - The 2,400 founder shares with no nominal value have no voting rights. 5.2. Statutory Provisions Concerning the distribution of Profit Statutory provisions covered in articles 36 and 37, for as long as they are applicable, state that: 36.1 The General Meeting is authorised to appropriate the profits which have been determined by adopting the annual accounts, and to determine distributions, to the extent the Company’s shareholders’ equity exceeds the total amount of the paid-up and called-up capital plus the reserves that must be maintained pursuant to the law or the articles of association of the Company, as follows: a. First: seven percent (7%) will be paid to the holders of preference shares on the paid-up amount of their preference shares, in addition to what was missing from this seven percent in any previous year. No more than seven percent per year may be paid out as profit on these shares; b. Subsequently: the remaining profit will be distributed as follows: (i) first: five percent (5%) will be used to form and maintain a reserve fund. As soon and as long as the reserve fund amounts to one-tenth of the issued capital, no profit will be added to the reserve fund; (ii) subsequently: five percent (5%) will be paid to the holders of ordinary shares on the paid-up amount of their ordinary shares; c. subsequently: the remaining profit will be distributed as follows: (i) fifty-five percent (55%) will be distributed to the holders of ordinary shares; and (ii) forty-five percent (45%) will be distributed to the holders of founder’s shares. The General Meeting may, at the proposal of the Management Board and subject to the approval of the Supervisory Board, resolve to add the amount referred to in 36.1.c(i) to the dividend reserve related to the ordinary shares, in whole or in part. 37.1 Distributions become eligible and payable with effect from the date established by the Management Board; the date for a distribution on ordinary shares may differ for that on preference shares. 37.2 Any shareholder’s claim to payment of dividend shall lapse five years after it first originated. Statutory provisions covered in article 39, for as long as they are applicable, state that: 39.2 The balance of the Company’s assets after payment of all debts and the costs of the liquidation shall be paid as follows: a. first: to the extent possible, to the holders of preference shares an amount calculated in accordance with article 36.1.a increased with the amount paid-up on their preference shares; b. subsequently: to the extent possible, to the holders of ordinary shares the amount paid-up on their ordinary shares; c. subsequently: the remaining amount shall be paid as follows: (i) fifty-five percent (55%) to the holders of ordinary shares; (ii) forty-five percent (45%) to the holders of founder’s shares. Mopoli – Annual Report 2023/2024 - 39 6. Independent auditor’s report To: the shareholders and supervisory board of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. Report on the audit of the financial statements for the year ended 30 June 2024 included in the annual report Our opinion We have audited the financial statements for the financial year ended 30 June 2024 of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. based in The Hague, the Netherlands. In our opinion the accompanying financial statements give a true and fair view of the financial position of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. as at 30 June 2024 and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted in the European Union (EU-IFRSs) and with Part 9 of Book 2 of the Dutch Civil Code. The financial statements comprise: • The statement of financial position as at 30 June 2024 • The following statements for the year then ended: the statements of comprehensive income, changes in equity and cash flows • The notes comprising material accounting policy information and other explanatory information Basis for our opinion We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the Our responsibilities for the audit of the financial statements section of our report. We are independent of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. in accordance with the EU Regulation on specific requirements regarding statutory audit of public-interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional Accountants). We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Information in support of our opinion We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information in support of our opinion and any findings were addressed in this context, and we do not provide a separate opinion or conclusion on these matters. Our understanding of the business Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. (the company) is a holding company investing in the exploitation of tropical palm oil and rubber plantations. Currently, the main activity is granting loans to related companies Socfinaf S.A. (Socfinaf) a company affiliated to Société Financière des Caoutchoucs S.A. Mopoli – Annual Report 2023/2024 - 40 (Socfin) and Afico S.A. (Afico). The majority interest holder in the company also holds majority interests in Socfin and Afico. We paid specific attention in our audit to a number of areas driven by the activities of the company and our risk assessment. We determined materiality and identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error in order to design audit procedures responsive to those risks and to obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. Materiality Materiality €398.500 (2023: € 430.000) Benchmark applied 0,75% of the total assets (2023: 0,75% of the total assets) Explanation We determined materiality based on our understanding of the company’s business and our perception of the financial information needs of users of the financial statements. We consider the total assets to be a suitable basis, as the company has limited business activities. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons. We agreed with the supervisory board that misstatements in excess of €19.500, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds. Teaming and use of specialists We ensured that the audit team included the appropriate skills and competences which are needed for the audit of a listed client. We included specialists in the areas of forensics and income tax. Our focus on fraud and non-compliance with laws and regulations Our responsibility Although we are not responsible for preventing fraud or non-compliance and we cannot be expected to detect non- compliance with all laws and regulations, it is our responsibility to obtain reasonable assurance that the financial statements, taken as a whole, are free from material misstatement, whether caused by fraud or error. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Our audit response related to fraud risks We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of the company and its environment and the components of the system of internal control, including the risk assessment process and the management board’s process for responding to the risks of fraud and monitoring the system of internal control and how the supervisory board exercises oversight, as well as the outcomes. We refer to Section 1.7 ‘Risk Management’ of the management board report for the management board’s risk assessment after consideration of potential fraud risks. We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as well as the Socfin code of conduct that the company adheres to and supports and the whistle blower procedures.. We evaluated the design and the implementation of internal controls designed to mitigate fraud risks. Mopoli – Annual Report 2023/2024 - 41 As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption in close co-operation with our forensic specialists. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present. We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance. We addressed the risks related to management override of controls, as this risk is present in all companies. For these risks we have performed procedures among other things to evaluate key accounting estimates for management bias that may represent a risk of material misstatement due to fraud, in particular relating to important judgment areas and significant accounting estimates as disclosed in Note 1.B. ‘Significant judgements, estimates and assumptions’ to the financial statements, including the recoverability of other receivables. We refer to our audit response in the key audit matter ‘Risk of management override on the recoverability assess ment of the other receivables’. We have also used data analysis to identify and address high-risk journal entries and evaluated the business rationale (or the lack thereof) of significant extraordinary transactions, including those with related parties. With regards to the presumed risk of fraud in revenue recognition, we evaluated the interest from other receivables (financial income) in particular gives rise to such risks. We designed and performed audit procedures responsive to this presumed fraud risk, including a recalculation of the interest income using the effective interest rate method based on the signed agreements. We considered available information and made enquiries of relevant members of the management board and the supervisory board. The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud or suspected fraud potentially materially impacting the view of the financial statements. Our audit response related to risks of non-compliance with laws and regulations We performed appropriate audit procedures regarding compliance with the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. Furthermore, we assessed factors related to the risks of non-compliance with laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general industry experience, through discussions with the management board, reading minutes, and performing substantive tests of details of classes of transactions, account balances or disclosures. We have been informed by the management board that there was no correspondence with regulatory authorities” and remained alert to any indication of (suspected) non-compliance throughout the audit. Finally, we obtained written representations that all known instances of non-compliance with laws and regulations have been disclosed to us. Our audit response related to going concern As disclosed in section Going concern in Note 1.E to the financial statements, the financial statements have been prepared on a going concern basis. When preparing the financial statements, the management board made a specific assessment of the company’s ability to continue as a going concern and to continue its operations for the foreseeable future. We discussed and evaluated the specific assessment with the management board exercising professional judgment and maintaining professional skepticism. Mopoli – Annual Report 2023/2024 - 42 We considered whether the management board’s going concern assessment, based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, contains all relevant events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Based on our procedures performed, we did not identify material uncertainties about going concern. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future even ts or conditions may cause a company to cease to continue as a going concern. Our key audit matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated the key audit matter to the supervisory board. The key audit matter is not a comprehensive reflection of all matters discussed. In comparison with previous year, the nature of our key audit matter did not change. Risk of management override on the recoverability assessment of the other receivables Risk The company is exposed to the risk that Socfinaf and Afico default on meeting their obligations. As loans issued to these related companies (non-current and current other receivables) represent a significant portion of the company’s total assets, a default may have a material impact on the company’s financial position and results. We consider the valuation of the loans issued to related companies and determination of the expected credit losses a key audit matter because this is an area that involves significant judgment about the recoverability of the other receivables and determines the ability of the company to fulfil its obligations and to continue as a going concern. We have also taken into account the risks related to management override of controls, including management bias that may represent a risk of material misstatement due to fraud. We refer to Note 1.B. ‘Significant judgements, estimates and assumptions’ to the financial statements, where the management board disclosed the regular control of the financial position of the parties of the loans to assess the recoverability of other receivables and the consideration of the potential impact of climate change on this assessment. The management board concluded that the calculated impact of expected credit loss is almost 0 as at 30 June 2024 and therefore decided not to recognize an allowance for expected credit losses in the financial statements. The credit risk is disclosed in Note 1.B. ‘Risk Management Policies’ to the financial statements. Our audit approach Our audit procedures included, amongst others, evaluating the appropriateness of the company’s accounting policies related to recognition of expected credit losses in accordance with IFRS 9 ‘Financial Instruments’. We evaluated whether the accounting policies and methods applied for making estimates have been applied consistently. We also evaluated the design of internal controls of the processes underlying the estimation process insofar relevant to our audit of the financial statements. Furthermore, we have performed the following substantive audit procedures: • We reconciled the outstanding loan balances to the loan agreements. Mopoli – Annual Report 2023/2024 - 43 Risk of management override on the recoverability assessment of the other receivables • We evaluated the financial position of Socfinaf and Afico and determined that these related companies have met their financial obligations towards the company throughout the year and up to the date of this report. • We confirmed our understanding of the company’s data, assumptions and method used to determine the expected credit losses on the loans issued to the related companies, that is based on its historical credit loss experience, adjusted for prospective factors specific to the debtors and the economic environment, and evaluated the management board’s estimation of the recoverability and credit risk factors applied • We challenged whether the management board’s conclusion that the calculated expected credit losses is almost 0 and therefore no allowance for expected credit losses is recognized in the financial statements, is appropriate in the circumstances and adequately disclosed. Finally, we evaluated the accuracy and completeness of the relevant disclosures in accordance with the relevant paragraphs and application guidance of IFRS 7: ‘Financial instruments: disclosures’. Key observations We concur with the management boards conclusion that the calculated impact of expected credit loss is almost 0 as at 30 June 2024 and therefore no allowance for expected credit losses is recognized in the financial statements. Report on other information included in the annual report The annual report contains other information in addition to the financial statements and our auditor’s report thereon. Based on the following procedures performed, we conclude that the other information: • Is consistent with the financial statements and does not contain material misstatements • Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management report and the other information as required by Part 9 of Book 2 of the Dutch Civil Code and as required by Sections 2:135b and 2:145 sub-section 2 of the Dutch Civil Code for the remuneration report. We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements. The management board is responsible for the preparation of the other information, including the management report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information required by Part 9 of Book 2 of the Dutch Civil Code. The management board and the supervisory board are responsible for ensuring that the remuneration report is drawn up and published in accordance with Sections 2:135b and 2:145 sub-section 2 of the Dutch Civil Code. Mopoli – Annual Report 2023/2024 - 44 Report on other legal and regulatory requirements and ESEF Engagement We were engaged by the general meeting as auditor of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. on 12 December 2021, as of the audit for the year ended 30 June 2021 and have operated as statutory auditor ever since that date. No prohibited non-audit services We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. European Single Electronic Reporting Format (ESEF) Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. has prepared the annual report in ESEF. The requirements for this are set out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (hereinafter: the RTS on ESEF). In our opinion the annual report prepared in the XHTML-format, including the financial statements of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V., complies in all material respects with the RTS on ESEF. The management board is responsible for preparing the annual report, including the financial statements, in accordance with the RTS on ESEF. Our responsibility is to obtain reasonable assurance for our opinion whether the annual report complies with the RTS on ESEF. We performed our examination in accordance with Dutch law, including Dutch Standard 3950N, ”Assurance- opdrachten inzake het voldoen aan de criteria voor het opstellen van een digitaal verantwoordingsdocument” (assurance engagements relating to compliance with criteria for digital reporting). Our examination included amongst others: • Obtaining an understanding of the company’s financial reporting process, including the preparation of the annual report in XHTML-format • Identifying and assessing the risks that the annual report does not comply in all material respects with the RTS on ESEF and designing and performing further assurance procedures responsive to those risks to provide a basis for our opinion, including obtaining the annual report in XHTML-format and performing validations to determine whether the annual report complies with the RTS on ESEF Description of responsibilities regarding the financial statements Responsibilities of the management board and the supervisory board for the financial statements The management board is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRSs and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the management board is responsible for such internal control as the management board determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error. As part of the preparation of the financial statements, the management board is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting framework mentioned, the management board should prepare the financial statements using the going concern basis of accounting unless the management board either intends to liquidate the company or to cease operations or has no realistic alternative but to do so. The Mopoli – Annual Report 2023/2024 - 45 management board should disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial statements. The supervisory board is responsible for overseeing the company’s financial reporting process. Our responsibilities for the audit of the financial statements Our objective is to plan and perform the audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion. Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion. We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. The Information in support of our opinion section above includes an informative summary of our responsibilities and the work performed as the basis for our opinion. Our audit further included among others: • Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion • Obtaining an understanding of internal control relevant to the audit 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 • Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management board • Evaluating the overall presentation, structure and content of the financial statements, including the disclosures • Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation Communication We communicate with the supervisory board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit. In this respect we also submit an additional report to the audit committee of the supervisory board in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report. We provide the supervisory board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the supervisory board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest. Mopoli – Annual Report 2023/2024 - 46 The Hague, 31 October 2024 EY Accountants B.V. Signed by A.A. Kuijpers