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

Annual / Quarterly Financial Statement Apr 3, 2014

9968_10-k_2014-04-03-110800_9f564255-d018-4ccc-b389-4c683d21f9fe.pdf

Annual / Quarterly Financial Statement

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FINANCIAL STATEMENTS

2012 - 2013

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

100th FINANCIAL YEAR 2012/2013

General meeting of shareholders as at 11th December 2013

BOARD OF DIRECTORS

Mr. Hubert FABRI-President Mr Philippe de TRAUX-Director PF Représentation, represented by Mr Luc BOEDT 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 have 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,

D. Haas, H. Fabri, Director, Director,

DIRECTORS' REPORT

Presented to the Annual Ordinary General Meeting of Shareholders of 11 December 2013.

Directors have pleasure in submitting their report together with the audited financial statements for the year ended the 30th June 2013.

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 and the dividends received from Socfin shares.

The financial year ended at 30 June 2013 with a profit of EUR 1.37 million compared to a profit of EUR 1.45 million for the previous financial year.

2. INVESTMENTS

SOCIÉTÉ FINANCIÈRE DE CAOUTCHOUCS "SOCFIN" S.A. SOPARFI

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

At 30 June 2013, the net income reached EUR 18 million compared to EUR 19 million in June 2012. The accounts of Socfin at 30 June 2013 are unaudited.

The unrealized capital gains on the portfolio were valued at EUR 387.4 million on 30 June 2013 compared to EUR 423.3 million on 30 June 2012.

Except exceptional events, the 2013 financial year is expected to end with earnings similar to the previous financial year.

At 30 June 2013, the unrealized capital gain of Socfin shares in the Mopoli NV portfolio is EUR 23.1 million (versus 22.2 million as at 30 June 2012).

MOPOLI LUXEMBOURG S.A. HOLDING

At 30 June 2013, Mopoli Luxembourg, holding company, made a net loss of EUR 20K compared to a profit of EUR 16K on 30 June 2012.

At 30 June 2013, the shareholder's equity reached EUR 6.1 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 2013

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 1.37 million, and comes mainly from:

  • Financial earnings (interest) for EUR 0.14 million;
  • Operational expenses made up of services and various goods for 0.21 million;
  • Unconsolidated companies' dividends (EUR 1.44 million);

The total consolidated equity is EUR 53 million against EUR 50 million a year ago.

As of 30 June 2013 the Company is highly solvent as equity far exceeds the companies' liabilities. The cash flow for this year has, as last year, been positive. Furthermore the liquidity position of the company is good and has proven to be stable. As such, the Company does not expect any need to obtain external financing in the coming year.

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 held 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 5.444 ordinary and 208 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.

The board only consists of male members. For any new appointing of board members, this balance will be taken into account, but the quality of the board members prevails over the sex of these members.

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 2013-2014.

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 2013 is the participation in Mopoli Luxemburg which is fully consolidated and one 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 has been instated, the Board of Directors 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 designed 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 manages cash and short term deposit according to the needs. Mopoli NV currently has no liquidity risk.

Hedging of risks

The policy of the company is not to hedge any of the aforementioned risks.

11. RISKS

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

12. FORECAST FOR 2013/2014

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 results, 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 2013 at the desk of ING Luxembourg, Route d'Esch, 52 – 2965 Luxembourg.

Brussels, 30th September 2013 MOPOLI BOARD OF DIRECTORS

CONSOLIDATED ACCOUNTS

CONSOLIDATED FINANCIAL STATEMENTS 9

as at 30 June 2013 STATEMENT OF CONSOLIDATED FINANCIAL POSITION

ASSETS
(in thousands of euro) Notes 30 June 2013 30 June 2012
NON-CURRENT ASSETS 23.360 22.240
I. Available for sale investments 2 23.360 22.240
CURRENT ASSETS 37.571 36.227
II. Trade and other receivables 0 0
III. Cash and short-term deposits 12 37.533 36.149
IV. Other current assets 4 38 78
TOTAL ASSETS 60.931 58.467

EQUITY AND LIABILITIES

(in thousands of euro)
Notes
30 June 2013 30 June 2012
Issued capital and reserves attributable to equity holders of the parent 52.943 50.871
I. Share capital 5 2.314 2.314
II. Revaluation reserves 5 15.263 14.524
III. Other reserves 5 754 754
IV. Retained earnings 5 37.767 36.399
V. Treasury Shares 5 -3.155 -3.120
NON CONTROLLING INTERESTS 1 1
EQUITY 52.944 50.872
NON-CURRENT LIABILITIES 7.859 7.478
V. Deferred tax 6 7.859 7.478
VI. Other long-term paya
bles
0 0
CURRENT LIABILITIES 128 117
VII. Trade and other paya
bles
7 128 114
VIII. Other current liabilities 0 3
TOTAL EQUITY AND LIABILITIES 60.931 58.467

CONSOLIDATED FINANCIAL STATEMENTS 11

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year-ended 30 June 2013

(in thousands of euro) Notes 30 June 2013 30 June 2012
I. Revenue 1.440 1.280
A.
B.
Dividends
Other operating revenues
1.440
0
1.280
0
II. Other operating expenses -202 -184
A. Other operating expenses -202 -184
Operating profit 8 1.238 1.096
III. Profit/Loss from non-current assets 0 0
IV. Financial income 9 143 377
V. Financial expenses 9 -3 -3
Profit before tax 1.378 1.470
VI. Income tax expense 10 -7 -18
Profit for the year 1.371 1.452
Other comprehensive income 30 June 2013 30 June 2012
cial Assets Net(loss)/gain on available for-sale finan 2 1.120 3.360
gain on AFS Deferred taxes liabilities on unrealized 6 -381 -1.142
Net other comprehensive income to be reclassified to
profit or loss in subsequent periods
739 2.218
year, net of tax Total comprehensive income for the 2.110 3.670
Profit Attributable to :
Equity holders of the parent
Non controlling interest
11 1.371
0
1.452
0
Total comprehensive income attribuable to:
Equity holders of the parent
Non controlling interest
2.110
0
3.670
0
year) : Earnings per share equity (holders of the parent for the
Basic earnings per share
Diluted earnings per share
14.48
14.48
15.32
15.32

CONSOLIDATED CASH FLOW STATEMENT For the year ended 30 June 2013

(in thousands of euro) 30 June 2013 30 June 2012
Cash flows from operating activities 1.422 1.547
Profit for the year 1.371 1.452
Capital gain on sale of available-for-sale invest
ments
0 0
Variation of trade and other receivables
Variation of trade and other payables
40
11
23
72
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 -38 -97
Dividends paid
Purchase of treasury shares
Other long-term payables
-3
-35
0
-3
-94
0
Net increase in cash and cash equivalents 1.384 1.450
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
36.149
37.533
34.699
36.149
Actual Cash Movements during the year :

Tax Paid : 7 (2011/2012 : 18) Bank interest received : 143 (2011/2012 : 377) Bank interest paid : 3 (2011/2012 : 3) Dividends received : 1.440 (2011/2012 : 1.280)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY As at 30th June 2013

(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 2011 100.100 2.314 12.306 754 34.950 -3.026 47.298 1 47.299
Other comprehensive income 2.218 2.218 2.218
Profit for the year 1.452 1.452 1.452
Total comprehensive Income
for the year
2.218 1.452 3.670 3.670
Dividends
Treasury Shares
-3 -94 -3
-94
-3
-94
As at 30th June 2012 100.100 2.314 14.524 754 36.399 -3.120 50.871 1 50.872
Other comprehensive income 739 739 739
Profit for the year 1.371 1.371 1.371
Total comprehensive income
for the year
739 1.371 2.110 2.110
Dividends
Treasury shares
-3 -35 -3
-35
-3
-35
As at 30th June 2013 100.100 2.314 15.263 754 37.767 -3.155 52.943 1 52.944
See Note 5 for details on re

valuation reserves, other reserves and retained earnings

Disclosures

Note 1: Accounting Principles and Methods of Appraisal

A. Corporate information

Palmboomen Cultuur Maatschappij Mopoli 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 2012-2013 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 30th September 2013.

The consolidated financial statements are presented in euros and all values are rounded to the nearest thousand ('000) except when otherwise indicated.

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

There are changes in the presentation of the statement of comprehensive income because of amendment of IAS 1.

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, 2013 useable to offset future taxable profits in Belgium for K€ 560 expiring in 2018. 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 and foreign currency 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 functional 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

(A) Summary of changes in accounting policies

A number of other new standards, amendment to standards and new interpretations became mandatory for the first time for the financial year beginning 1 July 2012, and have not been listed in these audited consolidated financial statements because of either their non-applicability to or their immateriality to Mopoli's consolidated financial statements.

  • IAS 1 Presentation of Financial Statements (Amendment) Presentation of Items of Other Comprehensive Income
  • IAS 12 Income Taxes (Amendment) Deferred Taxes: Recovery of Underlying Assets

(B) Recently issued IFRS

To the extent that new IFRS requirements are expected to be applicable in the future, they have been summarized hereafter. For the period ended 30 June 2013, they have not been applied in preparing these audited consolidated financial statements.

  • IFRS 9 Financial Instruments
  • IFRS 10 Consolidated Financial Statements

IFRS 11 Joint Arrangements

IFRS 12 Disclosure of Interests in Other Entities

IFRS 13 Fair Value Measurement

IAS 19R Accounting for Retirement Benefits in Financial Statements of Employers

  • IFRS 7 Financial Instruments: Disclosures (Amendment) Offsetting Financial Assets and Financial Liabilities
  • IAS 32 Financial Instruments: Disclosure and Présentation (Amendment) Offsetting Financial Assets and Financial Liabilities

These standards become mandatory for Mopoli's 2014 consolidated financial statements or later. Mopoli is in the process of evaluating the impact of these new standards. It is anticipated that their application will not have a material impact on Mopoli consolidated financial statements in the period of initial application.

Other Standards, Interpretations and Amendments to Standards

A number of other amendments to standards are effective for annual periods beginning after 1 July 2013, and have not been listed above because of either their non-applicability to or their immateriality to Mopoli consolidated financial statements.

Note 2 : Current and non-current financial assets

Financial Fixed Assets

2013 2012
Number of
Shares
% Number of
Shares
%
Other Financial fixed assets
SOCFIN S.A. 640.000 4,49 640.000 4,49

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

As at 30 June 2011 18.880
Sales 0
Acquisitions 0
Fair value adjustment 3.360
As at 30 June 2012 22.240
Sales 0
Acquisitions 0
Fair value adjustment 1.120
As at 30 June 2013 23.360
Evaluation at cost
(historical)
Evaluation at fair
value
(in thousands of euro) 30 June
2013
30 June
2012
30 June
2013
30 June
2012
Available-for-sale investments
Shares 238 238 23.360 22.240

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 2013, the only shares held are Socfin 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% 31/12/2012
Note 4 : Other current assets
(in thousands of euro) 30 June 2013 30 June 2012
Deferred charges 3 3
Accrued income 35 75
Total of other current assets 38 78
Note 5 : Equity
(In units)
Ordinary shares
Number of shares as at 30 June 2011 100 100
Changes during the year 0
Number of shares as at 30 June 2012 100 100
Changes during the year 0

Number of shares as at 30 June 2013 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 5.444 (2012 : 5.432) of its own common shares, and 208 (2012 : 204) of its founders shares.

Total of the other reserves 754 754
Other reserves (distributable) 523 523
Statutory reserves (not distributable) 231 231
Total of revaluation reserves 15.263 14.524
Revaluation reserves - Available-for-sale investments 15.263 14.524
30 June 2013 30 June 2012

The extraordinary general meeting as at 10th June 2008 authorised the company to acquire its own shares.

The General Meeting as at 19th December 2011 renewed the authorization for 18 months. At the end of the year, 208 founder's shares and 5.444 have been bought back for a total of 3.155 million euros, deducted from the Shareholder's equity.

The revaluation reserve available-for-sale is not distributable.

(in thousands of euro)

Retained earnings at 30 June 2011 34.950
Profit of the year 1.452
Dividends -3
Retained earnings at 30 June 2012 36.399
Profit of the year 1.371
Dividends -3
Retained earnings at 30 June 2013 37.767

A dividend of 3K euros will be proposed at the next General Meeting.

Note 6 : Deferred tax

(in thousands of euro) 30 June 2013 30 June 2012
As at 1 July 7.478 6.336
Revaluation of available-for-sale investments 381 1.142
As at 30 June 7.859 7.478

The Deduction for Notional Interest unused is 559.825 euros for current year (expiration date : 31/12/2018)

Deferred tax liabilities are related to items included in equity only. 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

Trade and other payables whose recovery is
awaited 1 year at the most
128 114
Total of Trade and other payables 128 114
Other payables 84 42
Trade 44 72
(in thousands of euro) 30 June 2013 30 June 2012

Note 8 : Operating profit

Operating profit 1.238 1.096
Other operating expenses 0 0
Administrative expenses -202 -184
Other operating revenues 0 0
Other operating income (Dividends) 1.440 1.280
(in thousands of euro) 30 June 2013 30 June 2012

Note 9 : Financial income and expense

(in thousands of euro) 30 June 2013 30 June 2012
Other financial costs -3 -3
Total of financial costs -3 -3
Interests 143 377
Other financial revenue 143 377
Financial income 140 374

CONSOLIDATED FINANCIAL STATEMENTS 23

Note 10 : Income taxes

Income tax expense 7 18
Adjustment related to previous year tax assesment 0 0
Deduction for Notional Interest -461 -482
Non-deductible expenses 0 0
Revenue exempt from tax 0 0
Tax at the applicable local rate 33,99% 468 500
Applicable local rate 33,99% 33,99%
Profit before tax 1.378 1.470
Income tax 7 18
Net income attributable to equity holders of the parent 1.371 1.452
Reconciliation of income tax expense
Income tax expense -7 -18
Current income tax -7 -18
(in thousands of euro) 30 June 2013 30 June 2012
Components of income tax

The Deduction for Notional Interest unused is 559.825 euros at the end of this year (expiration date : 31/12/2018)

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) 14.48 15.32
Net profit from discontinued operations per share (in euro) 0,00 0,00
Net profit from continuing operations per share (in euro) 14.48 15.32
Weighted average number of ordinary shares 94.661,42 94.778,67
Net profit
Denominator
1.371 1.452
Net profit from discontinued operations 0 0
Net profit from continuing operations 1.371 1.452
(in thousands of euro, attributable to equity holders of the parent)
Numerator
30 June 2013 30 June 2012

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 2013 30 June 2012
Cash at banks and in hand 213 811
Short-term deposits 37.320 35.338
Cash and cash equivalents 37.533 36.149

Note 13 : Related parties

(in thousands of euro) 30 June 2013 30 June 2012
Attendance fees (1) 3 3
Other payable remunerations 0 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.

The transactions with related parties are done at arm's length.

Note 14 : Off balance sheet rights and commitments

Total of rights and commitments received 7 7
Received warrantees 0 0
Statutory deposits 7 7
(in thousands of euro) 30 June 2013 30 June 2012

Note 15 : Subsidiaries

2013 2012
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

Note 16 : 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 2013 2012
NON-CURRENT ASSETS 29.378 28.292
Financial fixed assets 19 29.377 28.292
CURRENT ASSETS 31.469 30.137
Pre-paid taxes 0 0
Cash and short-term deposits 22 31.439 30.070
Other current assets 21 31 67
TOTAL ASSETS 60.847 58.429
(In thousands of euros)
LIABILITIES 2013 2012
SHAREHOLDERS' EQUITY 52.942 50.870
Share capital 24 2.314 2.314
Revaluation reserves 25 15.263 14.524
Statutory reserve 25 231 231
Other reserves 25 -2.632 -2.597
Result for the year 23 1.371 1.451
Retained earnings 23 36.395 34.947
PROVISIONS 7.859 7.478
Deferred taxes 6 7.859 7.478
CURRENT LIABILITIES 46 81
Other debts 26 46 81
Dividends and shares to pay 0 0
Other current liabilities 0 0
TOTAL EQUITY AND LIABILITIES 60.847 58.429

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

(In thousands of euros)

2013 2012
Income from participations in group companies after taxes -35 28
Other income after taxes 1.406 1.423
Net income 1.371 1.451

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 have been prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code. In accordance with the provisions of Section 362-8 of Book 2 of the Dutch Civil Code the accounting policies used are the same as those used in the Notes to the consolidated financial statements, prepared under IFRS as adopted by the European Union.

Investments in subsidiaries are accounted for in accordance with the equity method applying the IFRS accounting policies as described in the consolidated financial statements.

Note 18 : CHANGES IN ACCOUNTING POLICIES

There are changes in the presentation of the statement of comprehensive income because of amendment of IAS 1.

Note 19 : FINANCIAL FIXED ASSETS

Other Financial
Subsidiaries Fixed Assets Total
Balance 30 June 2011 6.025 18.880 24.905
Result from participations 27 27
Disposal (sale)
Acquisition
Fair value adjustment 3.360 3.360
Balance 30 June 2012 6.052 22.240 28.292
Result from participation
Disposal (sale)
-35 -35
Acquisition
Fair value adjustment 1.120 1.120
Balance 30 June 2013 6.017 23.360 29.377

The changes in financial fixed assets are as follows :

Note 20 : FINANCIAL FIXED ASSETS

2013 2012
Shares valued at cost are listed below: 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
SOCFIN S.A. 640.000 4,49 640.000 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 2011 100.100 2.314 12.306 -2.272 34.950 47.298
Fair value adjustment on
available-for-sale investments
Fair value adjustment on 3.360 3.360
available-for-sale investments
Deferred tax
-1.142 -1.142
Total Income and expense for
the year recognised directly in
equity
2.218 2.218
Result for the year 1.451 1.451
Total Income and expense for
the year
2.218 1.451 3.669
Dividends -3 -3
Treasury Shares -94 -94
As at 30th June 2012 100.100 2.314 14.524 -2.366 36.398 50.870
Fair value adjustment on
available-for-sale investments
(sales)
Fair value adjustment on
available-for-sale investments
1.120 1.120
Deferred tax -381 -381
Total income and expense for
the year recognised directly in
equity
739 739
Profit for the year 1.371 1.371
Total income and expense for
the year
739 1.371 2.110
Dividends -3 -3
Treasury shares -35 -35
As at 30th June 2013 52.942
100.100 2.314 15.263 -2.401 37.766

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

30 June 2013 30 June 2012
Revaluation reserves - Available-for-sale investments 15.263 14.524
Total of revaluation reserves 15.263 14.524
Statutory reserves (not distributable) 231 231
Other reserves (distributable) -2.632 -2.597
Total of the other reserves -2.401 -2.366

By resolution of the extraordinary general meeting on 10 June 2008, the management board was authorised to purchase treasury shares. Altogether, 16 treasury shares were purchased in the financial year. Mopoli held 208 founders shares and 5.444 ordinary shares as of 30 June 2013 for a total of 3,1 million euros, deducted from the Other reserves.

The revaluation reserve available-for-sale is not distributable.

Note 26 : OTHER DEBTS

Trade and other payables whose recovery is
awaited 1 year at the most
46 81
Total of Trade and other payables 46 81
Other payables 0 0
Trade 46 81
(in thousands of euro) 30 June 2013 30 June 2012

Note 27 : EMPLOYEE BENEFITS

The company does not have any employees.

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 thousands of euro)

2013 2012
Ernst & Young Accountants LLP (Netherlands) 10
10
These fees solely relate to the audit of the consolidated and company financial statements.
2013 2012
Ernst & Young Belastingadviseurs LLP (Netherlands) 3
3
These fees solely relate to support for the Dutch corporate income tax returns.
Note 30 : CONTINGENCIES 2013 2012
Statutory deposits 7 7
Received warrantees 0 0
Total of rights and commitments received 7 7

The Hague,

BOARD OF DIRECTORS

M. Hubert FABRI-President

Mr Philippe de TRAUX-Director

PF Représentation, represented by Mr Luc BOEDT

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. The purchased treasury shares restrict the distributable reserves (2.597).

EUR
Net result of the financial 1.371
Profit brought forward 36.398
Profit to be distributed 37.769
First :
Dividend to preferred shares 3
Transferred to profit carried forward 37.766

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