Crescent NV

Annual Report • Apr 29, 2015

Deloitte Bedrijfsrevisoren / Reviseurs d'Entreprises Gouverneur Roppesingel 13 3500 Hasselt Belgium
Tel. + 32 11 89 39 50
Fax + 32 11 89 39 51 www.deloitte.be

Option NV

Statutory auditor's report to the shareholders' meeting on the annual accounts for the year ended 31 December 2014

The original text of this report is in Dutch

Deloitte Bedrijfsrevisoren / Reviseurs d'Entreprises Burgerlijke vennootschap onder de vorm van een coöperatieve vennootschap met beperkte aansprakelijkheid /
Société civile sous forme d'une société coopérative à responsabilité limitée Registered Office: Berkenlaan 8b, B-1831 Diegem
VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE 17 2300 0465 6121 - BIC GEBABEBB

Deloitte Bedriifsrevisoren / Reviseurs d'Entreprises Gouverneur Roppesingel 13 3500 Hasselt Belgium Tel. + 32 11 89 39 50 Fax + 32 11 89 39 51 www.deloitte.be

Option NV

Statutory auditor's report to the shareholders' meeting on the annual accounts for the year ended 31 December 2014

To the shareholders

As required by law and the company's articles of association, we report to you in the context of our appointment as the company's statutory auditor. This report includes our report on the annual accounts together with our report on other legal and regulatory requirements. These annual accounts comprise the balance sheet as at 31 December 2014 and the income statement for the year then ended, as well as the summary of accounting policies and other disclosures.

Report on the annual accounts - Disclaimer of opinion

We have audited the annual accounts of Option NV ("the company"), prepared in accordance with the financial reporting framework applicable in Belgium, which show total assets of 15.434 (000) EUR and a loss for the year of 11.078 (000) EUR.

Board of directors' responsibility for the preparation of the annual accounts

The board of directors is responsible for the preparation and fair presentation of annual accounts in accordance with the financial reporting framework applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

Statutory auditor's responsibility

Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing (ISA). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the statutory auditor's judgment, including the assessment of the risks of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the statutory auditor considers internal control relevant to the company's preparation and fair presentation of the annual accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the board of directors, as well as evaluating the overall presentation of the annual accounts. We have obtained from the company's officials and the board of directors the explanations and information necessary for performing our audit.

Because of the matter described below in the 'Basis for disclaimer of opinion' paragraph, however, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion.

Deloitte Bedrijfsrevisoren / Reviseurs d'Entreprises Burgerlijke vennootschap onder de vorm van een coöperatieve vennootschap met beperkte aansprakelijkheid / Société civile sous forme d'une société coopérative à responsabilité limitée Registered Office: Berkenlaan 8b, B-1831 Diegem VAT BE 0429.053.863 - RPR Brussel/RPM Bruxelles - IBAN BE 17 2300 0465 6121 - BIC GEBABEBB

Basis for disclaimer of opinion

During the past year, the company and the group to which it belongs ("the group") has been unable to realize the 2014 objectives it had initially set under the business plan of the board in terms of both turnover and gross margin. As a result, the group has again incurred significant negative cash flows which have severely impacted its financial and liquidity position per 31 December 2014. As a consequence there exists an important uncertainty with respect to the going concern. The group's ability to continue as a going concern on the short term will depend on the extent to which the group is able to:

• Gain sufficient traction and growth in its sales channel to meet the budgeted revenues in its 2015 business plan, being between 13.000 and 20.000 Cloudgate units in the first half of 2015 of which most are budgeted to be realized in the second quarter of 2015. These budgeted quantities represent a significant increase compared to the volumes realized in the past quarters and need to be sustained in subsequent quarters to reach the 2015 business plan;
• Sustain the assumptions used in the group's cash forecast, o.a. maintaining the current favourable payment and $\bullet$ financing conditions; and
• Strengthen the group's financial position through the different strategic options it is currently exploring.

The accumulation of conditions that need to be fulfilled present a fundamental uncertainty about the going concern of the group and about the relevance of the annual accounts. No adjustments have been recorded herein with respect to the valuation or the classification of certain balance sheet items, which would be required, should the group no longer be able to continue its operations. In particular, the company's balance sheet includes capitalized development expenses amounting to 3.114 (000) EUR and inventories amounting to 3.137 (000) EUR, which could be subject to significant impairments in case the company would not be able to continue as a going concern.

Likewise, the valuation of the company's investment of 1.236 (000) EUR in Autonet Inc. is dependent on the successful realization of Autonet's business plan in the automotive market in the United States. The board of directors was unable to provide us with sufficient evidence to determine whether any adjustments were necessary in respect to valuation of the company's share in Autonet.

Disclaimer of opinion

Because of the importance of the matters and the potential interaction of the uncertainties referred to in the 'Basis for disclaimer of opinion' paragraph, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion and cannot assess the possible cumulative effect of those matters on the financial statements.. Accordingly, we do not express an opinion on the annual accounts.

Report on other legal and regulatory requirements

The board of directors is responsible for the preparation and the content of the directors' report on the annual accounts, as well as for maintaining the company's accounting records in compliance with the legal and regulatory requirements applicable in Belgium and for the company's compliance with the Companies Code and the company's articles of association.

As part of our mandate and in accordance with the Belgian standard which is complementary to the International Standards on Auditing as applicable in Belgium, our responsibility is to verify, in all material respects, compliance with certain legal and regulatory requirements. On this basis, we make the following additional statements, which do not modify the scope of our opinion on the annual accounts:

• The directors' report includes the information required by law, is consistent with the annual accounts and, except for the effect on the director's report of the matters described in 'Basis for disclaimer of opinion' paragraph, is free from material inconsistencies with the information that we became aware of during the performance of our mandate.

• Because of the impossibility to obtain sufficient appropriate evidence as well as the matters referred to in the 'Basis for disclaimer of opinion' paragraph, we are unable to conclude whether the accounting records are maintained in accordance with the legal and regulatory requirements applicable in Belgium.

• The appropriation of results proposed to the general meeting is in accordance with the relevant requirements of the $\bullet$ law and the company's articles of association.

• There are no transactions undertaken or decisions taken in violation of the company's articles of association or the Companies Code that we have to report to you.
• In accordance with article 523 of the Companies Code, we report to you on the following decisions of the board of directors:
• The decision of the board of directors of 11 April 2014 to issue a convertible bond and to waive the pre-emptive $\circ$ rights of the existing shareholders and convertible bond holders in favour of, amongst others, Mr Jan Callewaert, president of the board of directors.
• $\circ$ The decision of the board of directors of 9 March 2015 to conclude different loan agreements between the company and prospective lenders including Jan Callewaert and Quaeroq NV, which represented a conflict of interest for respectively Mr Jan Callewaert, president of the board of directors, and Mr Dimitri Duffeleer; representative of Quaeroq.

The financial consequences linked to these decisions are explained in the section Related parties transactions -Conflict of interest procedure of the annual report.

• Considering the fact that the company's net assets are below half of its share capital, the company has applied the procedure as described in article 633 of the Companies Code. On 13 November 2013, the extraordinary shareholders' meeting decided not to proceed with the premature dissolution of the company, based on the measures for restoring the company's financial position that were proposed by the board of directors in its special report, drafted in accordance with article 633 of the Companies Code.
• The company's net assets have fallen below 61.500 EUR. As a result, as stipulated in article 634 of the Companies Code, every interested third party can request the dissolution of the company before the Court of Commerce. In such case, the Court can allow the company time to rectify this situation.

Hasselt, 27 April 2015

The statutory auditor

DELOITTE Bedrifsrevisoren / Reviseurs d'Entreprises BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Dominique Roux