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Crescent NV — Audit Report / Information 2011
Mar 30, 2012
3935_rns_2012-03-30_6177e0d2-c865-4341-82d8-198b11de33c7.pdf
Audit Report / Information
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Deloitte Bedrijfsrevisoren / Reviseurs d'Entreprises Berkenlaan 8b 1831 Diegem Belgium Tel. + 32 2 800 20 00 Fax + 32 2 800 20 01 www.deloitte.be
Option NV
Statutory auditor's report for the year ended 31 December 2011
The original text of this report is in Dutch
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Deloitte Bedrijfsrevisoren / Reviseurs d'Entreprises Berkenlaan 8b 1831 Diegem Belgium Tel. + 32 2 800 20 00 Fax + 32 2 800 20 01 www.deloitte.be
Option NV
Statutory auditor's report for the year ended 31 December 2011 to the shareholders' meeting
To the shareholders
As required by law and the company's articles of association, we are pleased to report to you on the audit assignment which you have entrusted to us. This report includes our opinion on the financial statements together with the required additional comments and information.
Unqualified audit opinion on the financial statements with an explanatory paragraph
We have audited the financial statements of Option NV for the year ended 31 December 2011, prepared in accordance with the accounting principles applicable in Belgium, which show total assets of 42.851 (000) EUR and a gain for the year of 5.122 (000) EUR.
The board of directors of the company is responsible for the preparation of the financial statements. This responsibility includes among other things: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting estimates that are reasonable in the circumstances.
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with legal requirements and auditing standards applicable in Belgium, as issued by the "Institut des Réviseurs d'Entreprises/Instituut van de Bedrijfsrevisoren". Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
In accordance with these standards, we have performed procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we have considered internal control relevant to the company's preparation and fair presentation of the financial statements 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. We have assessed the basis of the accounting policies used, the reasonableness of accounting estimates made by the company and the presentation of the financial statements, taken as a whole. Finally, the board of directors and responsible officers of the company have replied to all our requests for explanations and information. We believe that the audit evidence that we have obtained provides a reasonable basis for our opinion.
In our opinion, the financial statements as of 31December 2011 give a true and fair view of the company's assets, liabilities, financial position and results in accordance with the accounting principles applicable in Belgium.
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Deloitte.
Despite the fact that the company has incurred significant losses over the past years that severely impact its financial position, the financial statements have been drafted using the going concern assumption. This assumption is only justified to the extent that the company realises:
- The successful commercial introduction in the coming months of the recently developed products in existing, but to a large part also in new market segments, and, following this successful commercial development, gains access to financing means to secure sufficient liquidity; and
- The further and timely rationalisation of the company's organisational structure and related cost reductions.
No adjustments have been made with respect to the valuation or the classification of certain balance sheet items, which would be required should the company not be able to continue its operations. More specifically, the balance sheet includes capitalized development expenses amounting to 8.155 (000) EUR, financial fixed assets of 2.592 (000) EUR and intercompany receivables amounting to 13.312 (000) EUR, which could all be subject to impairments in case the company would not be able to continue as a going concern.
Additional comments and information
The preparation and the assessment of the information that should be included in the directors' report and the company's compliance with the requirements of the Companies Code and its articles of association are the responsibility of the board of directors.
Our responsibility is to include in our report the following additional comments and information which do not change the scope of our audit opinion on the financial statements:
- The directors' report includes the information required by law and is in agreement with the financial statements. However, we are unable to express an opinion on the description of the principal risks and uncertainties confronting the company, or on the status, future evolution, or significant influence of certain factors on its future development. We can, nevertheless, confirm that the information given is not in obvious contradiction with any information obtained in the context of our appointment.
- Without prejudice to certain formal aspects of minor importance, the accounting records are maintained in accordance with the legal and regulatory requirements applicable in Belgium.
- The company did not yet modify its articles of association to implement the requirements of the law of 20 December 2010 concerning the execution of certain rights of shareholders for quoted companies, although the legal deadline was set at 1 January 2012. As a consequence, the stipulations in the articles of association which are in violation with the aforementioned law are considered void as of 1 January 2012 and are replaced by the requirements included in the law. The company has scheduled an extra-ordinary shareholders' meeting on 30 April 2012 to rectify the above situation.
Except for the above, no transactions have been undertaken or decisions taken in violation of the company's articles of association or the Companies Code such as we would be obliged to report to you. The appropriation of the results proposed to the general meeting is in accordance with the requirements of the law and the company's articles of association.
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Deloitte.
- In accordance with article 523 of the Companies Code, we are required to report on the following operations which have taken place since your last annual general meeting:
- In its meeting of 25 May 2011 the board of directors decided upon the remuneration for 2011 of the CEO of the company who is also member of the board of directors. With respect to the remuneration of the CEO, the board of directors estimates the financial consequences for the company at an expense of 430.000 EUR for the year 2011.
- In its meetings of 3 August 2011 and 25 January 2012, the board of directors decided upon an intial and a follow-up investment, respectively, in Autonet Mobile Inc. This represented a conflict of interest for David Hytha, director of the company, and owner of warrants of Autonet Mobile Inc. The board of directors estimates the financial consequences for the company at an investment of 1.043.000 EUR for 2011, and 200.000 USD for 2012.
We refer to the attached director's report for the respective extracts from the minutes of the board of directors.
Diegem, 30 March 2012
The statutory auditor
DELOITTE Bedrijfsrevisoren / Reviseurs d'Entreprises
BV o.v.v.e. CVBA / SC s.f.d. SCRL Represented by Geert Verstraeten