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

Annual / Quarterly Financial Statement Oct 29, 2010

9968_10-k_2010-10-29-155200_0199cfcb-1661-43a8-9afa-06a5e1d577eb.pdf

Annual / Quarterly Financial Statement

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FINANCIAL STATEMENTS

2009 - 2010

PALMBOOMEN CULTUUR MAATSCHAPPIJ MOPOLI Naamloze Vennootschap (PALMERAIES DE MOPOLI) Société Anonyme

Registred office : 13, J.W. Frisolaan-2517 JS LA HAYE Headquarter : 2, Place du Champ de Mars-1050 BRUXELLES

98th FINANCIAL YEAR 2009/2010

General meeting of shareholders as at 15 December 2010

BOARD OF DIRECTORS

Mr. Hubert FABRI-President Mr Ph. De TRAUX-Director PF Représentation, represented by Mr Robert de THEUX Mr. Daniel HAAS, Director

REVISEUR D'ENTREPRISES

Ernst & Young Accountants LLP, represented by Mr M. de Kimpe

CONTENTS

True and Fair View Statement 4
Directors' report 5
Consolidated accounts 9
Company accounts 27
Other information 35
Auditor's Report 36

TRUE AND FAIR VIEW STATEMENT

We hereby confirm to the best of our knowledge that the financial statements which has been prepared in accordance with IFRS gives a true and fair view of the assets, liabilities, financial position and profit or loss of Mopoli and that the directors' report gives a true and fair view of the important events and their impact on the financial statements, of major related parties' transactions and of the principal risks and uncertainties.

Brussels, 29th October 2010

Director, Director,

D. Haas, P. de Traux,

DIRECTORS' REPORT

Presented to the Annual Ordinary General Meeting of Shareholders of 15 December 2010.

Directors have pleasure in submitting their report together with the audited financial statements for the year ended the 30th June 2010.

1. BUSINESS ACTIVITIES

Mopoli NV is a holding company focused on tropical agro-industry.

During the year, the main source of income was the interests on cash deposits.

The financial year ended at 30 June 2010 with a profit of EUR 0.45 million compared to a profit of EUR 1.1 million for the previous financial year.

2. INVESTMENTS

SOCIÉTÉ FINANCIÈRE LUXEMBOURGEOISE "SOCFINAL" S.A. HOLDING

Socfinal, a holding company established under Luxembourg law, has a diversified share portfolio in the sector of tropical plantations.

At 30 June 2010, the net income reached EUR 18 million compared to EUR 19.7 million in June 2009. The accounts of Socfinal at 30 June 2010 are unaudited.

The unrealized capital gains on the portfolio were valued at EUR 261.7 million on 30 June 2010 compared to EUR 190.1 million on 30 June 2009.

Except exceptional events, the 2010 financial year is expected to end with earnings slightly higher than the previous financial year.

At 30 June 2010, the unrealized capital gain of Socfinal shares in the Mopoli NV portfolio is EUR 13.5 million (versus 10.6 million as at 30 June 2009).

MOPOLI LUXEMBOURG S.A. HOLDING

At 30 June 2010, Mopoli Luxembourg, holding company, made a loss of EUR 0.07 million compared to a profit of EUR 0.1 million on 30 June 2009.

At 30 June 2010, the shareholder's equity reached EUR 6.0 million.

At year end, Mopoli Luxembourg unrealised capital gains in the Mopoli NV portfolio is EUR 5.5 million.

3. CONSOLIDATED STATEMENTS ON 30 JUNE 2010

The consolidated financial statements include Mopoli NV and its subsidiary Mopoli Luxembourg, fully consolidated.

During the financial year, the consolidation perimeter was not modified.

At the closing date, the consolidated profit after taxes for the group is EUR 0.5 million, and comes mainly from:

  • Financial earnings (interest) for EUR 0.2 million;
  • Operational expenses made up of services and various goods for 0.3 million;
  • Unconsolidated companies' dividends (EUR 0.6 million);

The total consolidated equity is EUR 43 million against EUR 41.2 million a year ago.

4. CAPITAL STRUCTURE

The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:

  • 100,000: Common shares of a nominal value of Nlg 50 (EUR 22.69) (listed on Euronext Brussels) - 1 vote per share
  • 100: Preferred stock of a nominal value of Nlg 1,000 (EUR 453.78) (not listed in the stock exchange) - 20 votes per share.
  • 2,400: Founders' shares with no nominal value. (listed on Euronext Brussels) No voting right

There is no restriction on share transfer.

5. TREASURY SHARES

The Extraordinary General Meeting hold on the 10th June 2008 authorized the company to buy back its own shares with due observance of article 2:98 of the Dutch Civil code . Today, the company holds 5.105 ordinary and 201 founders shares.

6. POST BALANCE SHEET EVENT

None.

7. DIRECTORS' REGULATIONS

Directors are appointed, dismissed or suspended by the General Meeting of Shareholders. They are appointed for a mandate of six years. They can be reappointed.

Directors' remuneration is regulated by art. 12 of the articles of association standing that the Directors fee is equivalent of 10% of the distributed profit.

No director's remuneration will be paid in 2010-2011.

Nevertheless, directors receive an attendance fee of EUR 200 each per board meeting.

8. CORPORATE GOVERNANCE

The company is a small holding company without employees. The only one activity at 30 June 2010 is the participation in two available-for-sale investments. The company has no routine business processes and no Supervisory Board. The Board of Directors is aware that the company does not comply with the Dutch Corporate Governance Code. However, the company has started a buy back of its own shares. At the end of the program, the Board will estimate how the Corporate Governance code is applicable and to what extent the Code can be implemented taking into account the size and nature of the company at that time.

As No Audit Committee as been instated, this is the Board of Directors which fulfils the task of this Audit Committee.

9. INVESTMENT POLICY

Mopoli NV is a holding company investing in agro industry project.

10. RISK MANAGEMENT POLICIES

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 design to manage the risk.

Litigation None

Credit risk

Credit risk is limited due to the nature of the company.

Liquidity risk

Prudent liquidity risk management implies maintaining cash available for investment opportunities. Mopoli NV manage cash and short term deposit according to the needs. Mopoli NV currently has no liquidity risk.

11. RISKS

Beyond an entrepreneurial risk, there are no special risks that the company should have to confront.

12. FORECAST FOR 2010/2011

Earnings will depend on the dividends collected from shares and remuneration of cash deposits.

13. SUGGESTION FOR DIVIDENDS

In accordance with the statutory disposition regarding the affectation of result, the Board of Directors proposes the following suggestion for dividends:

  • EUR 31.76 to the 100 privileged shares

If you approve this proposal, the dividends will be payable from 31 December 2010 at the desk of ING Luxembourg, Route d'Esch, 52 – 2965 Luxembourg

Brussels, 29th October 2010 MOPOLI BOARD OF DIRECTORS

FINANCIAL STATEMENTS 7

CONSOLIDATED ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS 9

as at 30 June 2010 STATEMENT OF CONSOLIDATED FINANCIAL POSITION

ASSETS
(in thousands of Euro) Notes 30 June 2010 30 June 2009
NON-CURRENT ASSETS 13.760 10.880
I. Available for sale investments 2 13.760 10.880
CURRENT ASSETS 33.873 33.970
II. Trade and other receivables 4 13 14
III. Cash and short-term deposits 12 33.777 33.909
IV. Other current assets 83 47
TOTAL ASSETS 47.633 44.850

EQUITY AND LIABILITIES

(in thousands of Euro)
Notes
30 June 2010 30 June 2009
Issued capital and reserves attributable to equity holders of the parent 42.998 41.205
I. Share capital 5 2 .314 2.314
II. Revaluation reserves 5 8.926 7.025
III. Other reserves 5 754 754
IV. Retained earnings 5 34.006 33.552
V. Treasury Shares 5 -3.002 -2.440
NON CONTROLLING INTERESTS 1 1
EQUITY 42.999 41.206
NON-CURRENT LIABILITIES 4.596 3.617
V. Deferred tax 6 4.596 3.617
VI. Other long-term paya
bles
0 0
CURRENT LIABILITIES 38 27
VII. Trade and other paya
bles
7 38 26
VIII. Other current liabilities 0 1
TOTAL EQUITY AND LIABILITIES 47.633 44.850

CONSOLIDATED FINANCIAL STATEMENTS 11

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year-ended 30 June 2010

(in thousands of Euro) Notes 30 June 2010 30 June 2009
I. Revenue 576 544
A.
B.
Dividends
Other operating revenues
576
0
544
0
II. Other operating expenses -295 -190
A. Other operating expenses -295 -190
Operating profit 8 281 354
III. Profit/Loss from non-current assets 0 0
IV. Financial income 9 177 799
V. Financial expenses 9 -2 -3
Profit before tax 456 1.150
VI. Income tax expense 10 0 0
Profit for the year 456 1.150
Other comprehensive income 30 June 2010 30 June 2009
Assets Net(loss)/gain on available for-sale financial 2 2.880 -4.480
Deferred Taxes 6 -979 1.523
year, net of tax Other comprehensive income for the 1.901 -2.957
year, net of tax Total comprehensive income for the 2.357 -1.807
Profit Attributable to :
Equity holders of the parent
Non controlling interest
11 456
0
1.150
0
Total comprehensive income attribuable to :
Equity holders of the parent
Non controlling interest
2.357
0
-1.807
0
year) : Earnings per share equity (holders of the parent for the
Basic earnings per share
Diluted earnings per share
4.76
4.76
11.79
11.79

CONSOLIDATED CASH FLOW STATEMENT For the year ended 30 June 2010

(in thousands of Euro) Notes 30 June 2010 30 June 2009
Cash flows from operating activities 433 -2.504
Profit for the year 457 1.150
Capital gain on sale of available-for-sale invest
ments
0 0
Variation of trade and other receivables
Variation of trade and other payables
-35
11
35
-3.689
Cash flows from investing activities 0 0
Purchase of available-for-sale investments 0 0
Sales of available-for-sale investments 0 0
Cash flows from financing activities -565 -2.057
Dividends paid
Purchase of treasury shares
Other long-term payables
-3
-562
0
-3
-2.054
0
Net increase in cash and cash equivalents -132 -4.561
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
33.909
33.777
38.470
33.909
Actual Cah Movements during the year :

Tax Paid : 2 (2008/2009 : 15) Bank interest received : 176 (2008/2009 : 660) Bank interest paid : 1 (2008/2009 : 3)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY As at 30th June 2010

(in thousands of Euro) Number of
Share
Share
capital
I.
Revalua
tion re
serves II.
Other
reserves
(1) III.
Retained
earnings IV.
Treasury
Shares V.
Share
holders'
equity
Minority
interest
Total
As at 30th June 2008 100.100 2.314 9.982 754 32.406 -385 45.071 1 45.072
Net income/(expenses) recog
nised directly in equity
-2.957 -2.957 -2.957
Profit for the year 1.150 1.150 1.150
Total comprehensive Income
for the year
-2.957 1.150 1.807 1.807
Dividends
Treasury Shares
-3 -2.055 -3
-2.055
-3
-2.055
As at 30th June 2009 100.100 2.314 7.025 754 33.553 -2.440 41.206 1 41.207
Total income and expense for
the year recognised directly in
equity
1.901 1.901 1.901
Profit for the year 456 456 456
Total comprehensive income
for the year
1.901 456 2.357 2.357
Dividends
Treasury shares
-3 -562 -3
-562
-3
-562
As at 30th June 2010
See Note 5 for details on re
100.100 2.314 8.926 754 34.006 -3.002 42.998 1 42.999

valuation reserves, other reserves and retained earnings

Disclosures

Note 1: Accounting Principles and Methods of Appraisal

A. Corporate information

Palmboomen Cultuur Maatschappij NV (here after referred to as Mopoli) is a public limited company governed by Dutch law, subject to all legislative texts applicable to commercial companies in the Netherlands. Its registered offices are located at 13, J.W. Frisolaan, 2517 JS the Hague, and its administrative headquarters are located at 2, Place du Champ de Mars, 1050 Ixelles. The company is listed on Euronext Brussels.

Mopoli NV is a holding company investing in agro industry project.

B. Accounting policies

B.1 Basis of preparation

Statement of compliance

In application of European Regulation no. 1606/2002 of 19 July 2002 on International Accounting Standards, the consolidated accounts of the Group for the 2009-2010 financial period are draw up in conformity with IFRS (International Financial Reporting Standards) as adopted by the European Union. 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 consolidated financial statements have been prepared on a historical cost basis, except for availablefor-sale investments that have been measured at fair-value.

The board of Directors have authorised the consolidated financial statement for issue on In conformity with article 402, Book 2 of the Dutch Civil Code, a condensed statement of income is included in the Mopoli N.V. accounts.

B.2 Basis of consolidation

Perimeter of consolidation

The consolidated financial statements comprise the financial statements of Mopoli NV and its subsidiary as at 30 June each year.

Subsidiaries are fully consolidated from the date of acquisition being the date on which the Group obtains control and continues to be consolidated until such control ceases. The financial statements of the subsidiaries are prepared using the same reporting period as the parent company, using consistent accounting policies. All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Non controlling interests represent the portion of profit and loss not held by the Group and are presented separately in the income statement and within equity in the consolidated balance sheet, separately from parent shareholders' equity.

The companies over which the Group exercises a notable influence are accounted for by equity method.

Changes in accounting policy and disclosure

None other than the impact of IAS1 Revised on the disclosure notes.

CONSOLIDATED FINANCIAL STATEMENTS 15

Significant judgments, estimates and assumptions

In the process of applying the group's accounting policies, management may have to use its judgements and made estimates in determining amounts recognised in the financial statements.

The Group has accumulated net notional interest deductions at June 30, 2010 useable to offset future taxable profits in Belgium for K€ 1.104 expiring partly in 2015 and partly 2016. The company has not recognized deferred tax assets in relation to these amounts. The valuation of this asset depends on a number of judgmental assumptions regarding the future probable taxable profits before expiration date of the unused tax deductions. These estimates are made prudently in the limit of the best current knowledge. Where circumstances should change and the final tax outcome would be different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax assets in the period in which such determination is made.

Management is of the opinion that they will not generate future taxable profits that will enable to use the unused deductions within the expiration deadline.

Risk Management Policies

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 design to manage the risk.

Litigation None

Credit risk

Credit risk is limited due to the nature of the company

Liquidity risk

Prudent liquidity risk management implies maintaining cash available for investment opportunities. Mopoli NV manage cash and short term deposit according to the needs. Mopoli NV currently has no liquidity risk

C. Summary of significant accounting policies

Conversion of the financial statements of foreign companies

The reporting currency of the financial statements is the Euro. The working currency of foreign operations is the local currency. The functioning currency is the Euro.

Revenue recognition

Interest revenue is recognised as interest accrues using the effective interest rate.

Dividends from investment are accounted upon establishment of the right of the shareholders to receive payment.

Financial charges

The cost includes the interest charged on the debt as well as the income received on cash investments, I applicable, the Group applies the IFRS standards related to borrowing costs.

Income taxes

The Group calculates current taxes on income 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 taxes bases will give rise to the computation of a deferred tax, according to the variable carry-forward method, 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.

Available-for-sale financial investments

Available-for-sale financial investments are those which are designated as such or do not qualify to be classified as designated at fair value through profit or loss, held to maturity or loans and advances. They include shares in non-consolidated companies.

Initial value of assets is measured at cost, i.e., generally, at acquisition cost, plus transaction costs.

The fair value of shares in listed companies is the stock exchange price as at balance sheet date while the fair value of the shares of non listed companies is based in generally accepted valuation models like discounted cash flow.

Unrealised variations in fair value are recognised directly in equity. When the shares are disposed, the cumulative gains and losses are transferred from equity to the income statement.

If the fair value cannot be reliably determined, the shares are entered at their purchase price. In the event of an objective indication of durable depreciation, an irreversible loss of value is noted against the results.

Derecognition of financial assets and liabilities

Financial assets

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 the asset have expired;

  • the Group 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 Group 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 Group 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 Group'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 Group could be required to repay.

Financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.

Trade and other debtors

Trade and other accounts payable are current financial assets initially recognized at fair value; this generally corresponds to the nominal value, in the absence of a significant discounting effect. Upon each closing, the accounts payable are appraised at amortized cost, minus any losses in value taking account of any possible risk of non-collection.

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 nontransferability.

Segment reporting

No segment reporting is disclosed, since the business segment is the same for all the companies in the Group, i.e., finance, and since the geographical segment is identical as well (Belgian).

CONSOLIDATED FINANCIAL STATEMENTS 17

Deferred tax liabilities

Deferred tax liabilities reflect the net tax effect of timing differences between the carrying amounts of the customer bases for financial reporting purposes and the amounts used for income tax purposes.

Deferred income tax liabilities are measured at the tax rates that are expected to apply to the year when the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.

Cash flow statement

The cash flow statement is prepared by using the indirect method. The cash flow statement distinguishes operating, investing and financing activities. When applicable, cash flows in foreign currencies are converted at the average rates during the reporting period. Currency exchange differences are separately presented. Payments and receipts of corporate taxes as well as financial income (dividend, interest) and expenses are included in cash flows from operating activities. Cash flows resulting from acquisitions/divestures of financial interests in group companies and subsidiaries are included in cash flows from investments activities, net of cash acquired. Dividend paid are part of the cash flow from financing activities.

Treasury shares

Own equity instruments which are reacquired (treasury shares) are deducted from equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Group's own equity instruments.

IFRS Standards and IFRIC Interpretations

The following IFRS Standards and IFRIC Interpretations and improvements which have been issued but not yet effective have not been applied :

IFRS 1 : Additional Exemptions to First-time Adopters (Amendments) – effective after 1 January 2010

IFRS 1 : Limited Exemption from Comparative IFRS 7 Disclosures (Amendments) – effective after 1 July 2010

IFRS 2 : Group Cash-settled Share-based Payment Transactions (Amendments) – effective after 1 January 2010

IFRS 5 : Non Current Assets Held for Sale and Discontinued Operations (Improvements) – effective after 1 January 2010

IFRS 8 : Operating Segments (Improvements)– effective after 1 January 2010

IFRS 9 : Financial Instruments : Classification and Measurement : not yet approved by UE

IAS 7 : Cash Flow Statements (Improvements) – effective after 1 January 2010

IAS 17 : Leases (Improvements) – effective after 1 January 2010

IAS 24 : Related Party Disclosures (Revised) : effective after 1 January 2011

IAS 32 : Financial Instrument (Amendments) : Presentation – Classification of Rights Issues – effective after 1 February 2010

IAS 36 : Impairment of Assets (Improvements) – effective after 1 January 2010

IAS 39 : Financial Instrument : Recognition and Measurement (Improvements) – effective after 1 January 2010

IFRIC 8 : Amendments to IFRS 2 Group : Cash-settled Share-based Payment Transactions (Amendments) – effective after 1 January 2010

IFRIC 11 : Group and Treasury Share Transactions (Amendments) - Amendments to IFRS 2 Group : Cash-settled Share-based Payment Transactions – effective after 1 January 2010

IFRIC 14 : Prepayments of a Minimum Funding Requirement (Amendments) – effective after 1 January 2011

IFRIC 19 : Extinguishing Financial Liabilities with Equity Instruments – effective after 1 July 2010

The impact of these Standards is expected to be limited to the disclosure notes to the financial statements.

The following IFRIC interpretations which have been issued and effective have no impact on the Group's financial statements :

IFRIC 14—The limit on a defined benefit asset, minimum funding requirements and their interaction IFRIC 16—Hedges of a net investment in a foreign operation

IFRS 8—Operating segments – The company is operating in only one segment.

IAS 23—Borrowing costs

IFRS 2—Share-based payments : vesting conditions and cancellations

IAS 32—Financial instruments : Presentation and IAS 1 Presentation of financial statements— Puttable financial instruments and obligations arising on liquidation

IFRIC 15—Agreements for the construction of real estate

IFRS 3R—Business Combinations

IAS 27R— consolidated and separate financial statements

IAS 39—Financial instruments : recognition and measurement—Eligible hedged items

IFRS 7—Financial Instruments : Disclosures (Amendments)

IFRS 1—First-Time adoption of IFRS (Amendments)

IAS 27—Consolidated and separate financial statements (Amendments)

IFRIC 9—Reassessment of embedded Derivatives

IAS 39—Financial instrument: Recognition and measurement

IFRIC 17—Distribution of non-cash assets to owners

IFRIC 18—Transfers of assets from customers

Following IFRS standards have been issued and have the following impact :.

IAS 1 : The Group applies the revised IAS 1. The revised standard distinguishes between changes in equity arising from owner transactions and changes in equity arising from non-owner transactions. The standard also introduces a statement of comprehensive income, with the option of showing all income and expense either in a single statement or in two related statements. The Group has chosen to publish a single statement. Comparative information has been restated to comply with the revised standard. This change in accounting method affects only presentation and has no impact on earnings per share.

Note 2 : Current and non-current financial assets

Financial Fixed Assets

2010 2009
Number of
Shares
% Number of
Shares
%
Subsidiaries (included in consollidated
financial statements)
MOPOLI Luxembourg S.A. HOLDING 19.997 99,99 19.997 99,99
Other Financial fixed assets
SOCFINAL S.A. HOLDING 32.000 4,49 32.000 4,49

(in thousands of Euro) Available- for-sale investments

As at 30 June 2008 15.360
Sales 0
Acquisitions 0
Fair value adjustment -4.480
As at 30 June 2009 10.880
Sales 0
Acquisitions 0
Fair value adjustment 2.880
As at 30 June 2010 13.760
Evaluation at cost
(historical)
Evaluation at fair
value
(in thousands of Euro) 30 June
2010
30 June
2009
30 June
2010
30 June
2009
Available-for-sale investments
Shares 238 238 13.760 10.880
Other current financial assets
Trade and other receivables 13 14 13 14

Available-for-sale investments are invested in shares listed on regulated European markets and may be subject to large and/or sudden variation of price. In 2010, the only shares held are Socfinal shares (listed and quoted).

Note 3 : Subsidiary companies, associated companies

Detail of important subsidiary companies

Name Business seg
ment
Country of
incorporation
Proportion of
ownership
interest
Proportion of
voting power
held
Closing date
of the finan
cial state
Mopoli Luxembourg Finance Luxembourg 99,99% 99.99% 31/12/2009
Note 4 : Trade and other receivables
(in thousands of Euro) 30 June 2010 30 June 2009
Trade
Pre-Paid Taxes
0
13
0
14
Total of trade and other receivables 13 14
Trade and other receivables whose recovery is awaited 1 year
at the most
13 14
Trade and other receivables whose recovery is awaited be
tween 1 and 5 years
0 0
Trade and other receivables whose recovery is awaited at
more than 5 years
0 0
Note 5 : Equity
(In units)
Ordinary shares
Number of shares as at 30 June 2008 100 100
Changes during the year 0
Number of shares as at 30 June 2008 100 100
Changes during the year 0
Number of shares as at 30 June 2009 100 100
Number of ordinary shares issued, fully paid, without nominal value 100 100

The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:

100,000: Common shares of a nominal value of Nlg 50 (EUR 22.69) (listed on Euronext Brussels)

100: Preferred stock of a nominal value of Nlg 1,000 (EUR 453.78) (not listed on Euronext Brussels)

2,400: Founders' shares with no nominal value. (listed on Euronext Brussels)

CONSOLIDATED FINANCIAL STATEMENTS 21

At year end, the company owned 5.105 (2009 : 3.354) of its own common shares, and 201 (2009 : 194) of its founders shares.

30 June 2010 30 June 2009
Revaluation reserves - Available-for-sale investments 8.926 7.025
Total of revaluation reserves 8.926 7.025
Statutory reserves (not distributable) 231 231
Other reserves (distributable) 523 523
Total of the other reserves 754 754

The extraordinary general meeting as at 10th June 2008 authorised the company to acquire its own shares. A the end of the year, 201 founder's shares and 5.105 have been bought back for a total of 3.0 million euros, deducted from the Shareholder's equity.

(in thousands of Euro)
Retained earnings at 30 June 2008 32.406
Profit of the year 1.150
Dividends -3
Retained earnings at 30 June 2009 33.553
Profit of the year 456
Dividends -3
Retained earnings at 30 June 2010 34.006
Note 6 : Deferred tax
(in thousands of Euro) 30 June 2010 30 June 2009
As at 1 July 3.617 5.140
Revaluation of available-for-sale investments 979 -1.523
As at 30 June 4.596 3.617
The Deduction for Notional Interest unused is 98.900 Euros for previous year (Expiry date :
31/12/2015) and 276.965 euros for current year (expiration date : 31/12/2016)

These deferred tax assets on unused notional interest deductions have not been recognised as management estimates that they will not be able to use those assets before they expire.

Note 7 : Trade and other payables

(in thousands of Euro) 30 June 2010 30 June 2009
Trade 38 26
Other payables 0 0
Total of Trade and other payables 38 26
Trade and other payables whose recovery is
awaited 1 year at the most
38 26
Trade and other payables whose recovery is
awaited between 1 and 5 years
0 0
Trade and other payables whose recovery is
awaited at more than 5 years
0 0
Note 8 : Operating profit
(in thousands of Euro) 30 June 2010 30 June 2009
Other operating income (Dividends) 576 544
Other operating revenues 0 0
Administrative expenses -295 -190
Other operating expenses 0 0
Operating profit 281 354
Direct operating expenses whose result from the rental reve
nues
0 0
Direct operating expenses whose not result from the rental
revenues
0 0
Note 9 : Finance profit
(in thousands of Euro) 30 June 2010 30 June 2009
Other financial costs -2 -3
Total of financial costs -2 -3
Interests 177 799
Other financial revenue 177 799
Financial income 175 796

Note 10 : Income taxes

Income tax expense 0 0
Adjustment related to previous year tax assesment 0 -391
Deduction for Notional Interest -155 0
Non-deductible expenses 0 0
Revenue exempt from tax 0 0
Tax at the applicable local rate 33,99% 155 391
Applicable local rate 33,99% 33,99%
Profit before tax 456 1.150
Income tax 0 0
Net income attributable to equity holders of the parent 456 1.150
Reconciliation of income tax expense
Income tax expense 0 0
Current income tax 0 0
(in thousands of Euro) 30 June 2010 30 June 2009
Components of income tax

The Deduction for Notional Interest unused is 98.900 Euros for previous year (Expiry date : 31/12/2015) and 276.965 Euros for current year (Expiry date : 31/12/2016)

Note 11 : Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

The group did not issued any financing instrument requiring to disclose a diluted earnings per share.

Net profit per share (in Euro) 4.76 11.79
Net profit from discontinued operations per share (in Euro) 0,00 0,00
Net profit from continuing operations per share (in Euro) 4.76 11.79
Weighted average number of ordinary shares 95.886,92 97.499,76
Net profit
Denominator
456 1.150
Net profit from discontinued operations 0 0
Net profit from continuing operations 456 1.150
(in thousands of Euro, attributable to equity holders of the parent)
Numerator
30 June 2010 30 June 2009

Note 12 : Cash and cash equivalents

Cash and cash-equivalents consist of cash in hand, bank balances and short-term deposits in money market instruments.

(in thousands of Euro) 30 June 2010 30 June 2009
Cash at banks and in hand 794 494
Short-term deposits 32.983 33.415
Cash and cash equivalents 33.777 33.909

Note 13 : Related parties

(in thousands of Euro) 30 June 2010 30 June 2009
Attendance fees (1) 3 5
Other payable remunerations 87 0

(1) Amount actually paid to the Directors during the year

According to a declaration of participation (25 February 1992) Geselfina holds 76% of ordinary shares and 59% of the privilege shares of Mopoli.

The group paid an amount of € 72.600 for administrative assistance to Centrages in which it has a indirect share interest of 2.2%. All administrative and accounting services are provided by Centrages.

Note 14 : Off balance sheet rights and commitments

Total of rights and commitments received 0 0
Received warrantees 0 0
7 7
Statutory deposits 7 7
(in thousands of Euro) 30 June 2010 30 June 2009

Note 15 : Subsequent events

None

COMPANY ACCOUNTS

DUTCH GAAP COMPANY-ONLY BALANCE SHEET AS AT 30 JUNE (BEFORE DISTRIBUTION OF RESULT)

(In thousands of Euros)

ASSETS

Notes 2010 2009
NON-CURRENT ASSETS 19.744 16.929
Financial fixed assets 19 19.744 16.929
CURRENT ASSETS 27.889 27.919
Pre-paid taxes 13 14
Cash and short-term deposits 22 27.793 27.858
Other current assets 21 83 47
TOTAL ASSETS 47.633 44.848
(In thousands of Euros)
LIABILITIES 2010 2009
SHAREHOLDERS' EQUITY 42.998 41.205
Share capital 24 2.314 2.314
Revaluation reserves 25 8.926 7.025
Statutory reserve 25 231 231
Other reserves 25 -2.479 -1.917
Result for the year 23 457 1.150
Retained earnings 23 33.549 32.402
PROVISIONS 4.596 3.617
Deferred taxes 6 4.596 3.617
CURRENT LIABILITIES 39 26
Other debts 26 39 26
Dividends and shares to pay 0 0
Other current liabilities 0 0
TOTAL EQUITY AND LIABILITIES 47.633 44.848

DUTCH GAAP COMPANY-ONLY INCOME STATEMENT FOR THE YEAR ENDED 30 JUNE

(In thousands of Euros)

2010 2009
Income from participations in group companies after taxes -66 131
Other income after taxes 523 1.019
Net income 457 1.150

NOTES TO THE DUTCH GAAP COMPANY-ONLY FINANCIAL STATEMENTS

Note 17: BASIS OF PREPARATION

Unless stated otherwise, all amounts are in thousands of euro.

The company only financial statements are prepared in accordance with accounting principles generally accepted in the Netherlands (NL GAAP).

The accounting policies used, are the same as those used in the consolidated financial statements in accordance with article 362-8 of book 2 of the Dutch Civil Code. Whereby, Investments in subsidiaries are accounted for at net assets value in accordance with the equity method.

In conformity with article 402, Book 2 of the Dutch Civil Code, a condensed statement of income is included in the Mopoli N.V. accounts.

Note 18 : CHANGES IN ACCOUNTING POLICIES

None

Note 19 : FINANCIAL FIXED ASSETS

The changes in financial fixed assets are as follows :

Other Financial
Subsidiaries Fixed Assets Totaal
Balance 30 June 2008 5.919 15.360 21.279
Result from participations 131 131
Disposal (sale)
Acquisition
Fair value adjustment -4.480 -4.480
Balance 30 June 2009 6.050 10.880 16.930
Result from participation
Disposal (sale)
-66 -66
Acquisition
Fair value adjustment 2.880 2.880
Balance 30 June 2010 5.984 13.760 19.744

Note 20 : FINANCIAL FIXED ASSETS

Shares valued at cost are listed below: 2010 2009
Number of
shares
% Number of
shares
%
Subsidiaries (included in consolidated fi
nancial statements)
MOPOLI Luxembourg S.A. HOLDING 19.997 99,99 19.997 99,99
Other financial fixed assets
SOCFINAL S.A. HOLDING 32.000 4,49 32.000 4,49

All amounts mentioned above concern the financial corporations that have a portfolio made up in large part of "Plantations", "Real estate and finance" and "holdings" sector shares.

Note 21 : OTHER CURRENT ASSETS

All other current assets are expected to be settled within one year after balance sheet date.

Note 22 : CASH AND CASH EQUIVALENTS

No restrictions exist on cash.

Note 23 : STATEMENT OF CHANGES IN EQUITY

(in thousands of Euro) Number of
Share
Share
capital
I.
Revalua
tion re
serves II.
Other
re
serves
(1) III.
Retained
earnings IV. Total
As at 30th June 2008 100.100 2.314 9.982 369 32.405 45.070
Fair value adjustment on
available-for-sale investments
Fair value adjustment on -4.480 -4.480
available-for-sale investments
Deferred tax
1.523 1.523
Total Income and expense for
the year recognised directly in
equity
-2.957 -2.957
Result for the year 1.150 1.150
Total Income and expense for
the year
-2.957 1.150 -1.807
Dividends
Treasury Shares
-2.055 -3 -3
-2.055
As at 30th June 2009 100.100 2.314 7.025 -1.686 33.552 41.205
Fair value adjustment on
available-for-sale investments
(sales)
Fair value adjustment on
available-for-sale investments
2.880 2.880
Deferred tax -979 -979
Total income and expense for
the year recognised directly in
equity
1.901 1.901
Profit for the year 457 457
Total income and expense for
the year
1.901 457 2.358
Dividends -3 -3
Treasury shares -562 -562
As at 30th June 2010 100.100 2.314 8.926 -2.248 34.006 42.998
See Note 5 for details on re
valuation reserves, other re

serves and retained earnings

Note 24 : SHARE CAPITAL

The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:

  • 100,000: Common shares of a nominal value of Nlg 50 (EUR 22.69) (listed on Euronext Brussels)
  • 100: Preferred stock of a nominal value of Nlg 1,000 (EUR 453.78) (not listed in the stock exchange)
  • 2,400: Founders' shares with no nominal value. (listed on Euronext Brussels)

Note 25 : RESERVES

Total of the other reserves -2.248 -1.686
Other reserves (distributable) -2.479 -1.917
Statutory reserves (not distributable) 231 231
Total of revaluation reserves 8.926 7.025
Revaluation reserves - Available-for-sale investments 8.926 7.025
30 June 2010 30 June 2009

By resolution of the extraordinary general meeting on 10 June 2008, the management board was authorised to purchase treasury shares. Altogether, 1.758 treasury shares were purchased in the financial year. Mopoli held 201founders shares and 5.105 ordinary shares as of 30 June 2010 for a total of 3, million euros, deducted from the Other reserves.

Note 26 : OTHER DEBTS

(in thousands of Euro) 30 June 2010 30 June 2009
Trade 39 26
Other payables 0 0
Total of Trade and other payables 39 26
Trade and other payables whose recovery is
awaited 1 year at the most
39 26
Trade and other payables whose recovery is
awaited between 1 and 5 years
0 0
Trade and other payables whose recovery is
awaited at more than 5 years
0 0

Note 27 : EMPLOYEE BENEFITS

The company does not have any employees (2009: 0). Directors get an attendance fee of 200 Euros per meeting. (Two meetings during the year) Directors' fee is regulated in the article of incorporation related to distribution of result.

Note 28 : EARINGS PER SHARE

Refer to note 11 in consolidated account

Note 29 : AUDITOR FEES

(In Euro)

2010 2009
Ernst & Young Accountants LLP (Netherlands) (VAT included) 10.115 10.285
These fees solely relate to the audit of the consolidated and company financial statements.
2010 2009
Ernst & Young Belastingadviseurs LLP (Netherlands) (VAT Included) 1.606 0
These fees solely relate to support for the Dutch corporate income tax returns.
Note 30 : CONTINGENCIES
2010 2009
Statutory deposits 7 7
7 7
Received warrantees 0 0
Total of rights and commitments received 0 0

The Hague, 29th October 2010,

BOARD OF DIRECTORS

M. Hubert FABRI-President

Mr Ph. De TRAUX-Director

PF Représentation, represented by Mr Robert de THEUX

Mr Daniel HAAS, Director,

OTHER INFORMATION

STATUTORY PROVISIONS CONCERNING THE DISTRIBUTION OF PROFIT (TRANSLATION)

Statutory provisions covered in articles 12, for as long as they are applicable, state that:

  1. The Meeting, under article 14, decides what amortisations to apply.

  2. After deducting amortisations, preferred shareholders will receive a first dividend corresponding to 7% of the amount cleared from their shares, overestimated by the amounts that could only have been attributed to up to 7% for a given preceding year. The dividend attributed per year to these preferred shares will never exceed 7%.

  3. Of the amount after this distribution to preferred shareholders, it will, if possible:

a) be allocated 5% for the forming and maintenance of a reserve fund. This deduction ends when the reserve funds reach one tenth of the social capital.

b) be allocated for as long as needed, some amount to be distributed up to 5% of the interest on the amounts cleared from ordinary shares.

  1. The remaining profit will be allocated as follows:

10% to the Board of Directors 40% to founders' shareholders 50% to ordinary shareholders

  1. However, the Ordinary Annual Meeting of Shareholders can decide upon request of the Board of Directors that the 50% intended for ordinary shareholders will be fully or partially transferred to a special account or will be allocated to a special reserve.

  2. The Annual Meeting of Shareholders determines the date on which the dividends will be paid.

  3. The dividends that are not claimed five years after going into payment return to the company and are credited to the income statement.

  4. If it appears over several years that the income statement shows a loss and if this cannot be attributed to a reserve or written off in another way, there will be no distribution profit over the following years for as long as this loss continues.

PROPOSAL FOR DISTRIBUTION OF PROFIT (IN EUR)

The Board of Directors 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 12 of the Articles of Association.

EUR
Net result of the financial 457
Profit brought forward 33.552
Profit to be distributed 34.009
First :
Dividend to preferred shares 3
Transferred to profit carried forward 34.006

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