Annual / Quarterly Financial Statement • Dec 21, 2016
Annual / Quarterly Financial Statement
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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

103th FINANCIAL YEAR 2015/2016
General meeting of shareholders as at 23th December 2016
Mr Hubert FABRI, President Mr Philippe de TRAUX, Director AFICO, represented by Mr Luc BOEDT Mr Daniel HAAS, Director
Ernst & Young Accountants LLP, represented by Mr Steven Spiessens
| True and Fair View Statement | 4 |
|---|---|
| Directors' report | 5 |
| IFRS financial statements | 9 |
| Other information | 27 |
| Independent Auditor's Report | 28 |
We hereby confirm to the best of our knowledge:
Brussels,
Director Director
Daniel Haas Philippe de Traux
AFICO represented by Luc Boedt Hubert Fabri Director Director
To be presented to the Annual Ordinary General Meeting of Shareholders of 23 December 2016.
Directors have pleasure in submitting their report together with the audited financial statements for the year ended the 30th June 2016.
Mopoli NV is a holding company with its main activity is holding an available for sales investment in the company Socfin. The company is listed to the Belgium stock exchange.
The general meeting of shareholders has authorized the company to buy back its own shares. This program has been active for several years, however the availability of shares is limited. The strategy of the company remains to buy back their own shares in case any shares are offered to the market.
Mopoli has invested in Socfin shares and has an outstanding loan to Socfinaf. As such, management recognizes that the main risks are market risks regarding the development in the Socfin shares and credit risk regarding the recoverability of the outstanding loan. For both risks management is willing to accept these risks and does not hedge or mitigate these factors.
No formal risk procedures are implemented to mitigate the identified risks.
Socfin, a holding company established under Luxembourg law, has a diversified share portfolio in the sector of tropical plantations.
At 30 June 2016, the net income reached EUR 5.1 million compared to EUR 6 million in June 2015. The accounts of Socfin at 30 June 2016 are unaudited.
The unrealized capital gains on the portfolio were valued at EUR 176.0 million on 30 June 2016 compared to EUR 200.0 million on 30 June 2015.
Except exceptional events, the 2016 financial year is expected to end with earnings lower than the previous financial year.
At 30 June 2016, the unrealized capital gain of Socfin shares in the Mopoli NV portfolio is EUR 14.0 million (versus EUR 17.3 million as at 30 June 2015).
At the closing date, the profit after taxes is EUR 1.65 million, and comes mainly from: - Financial earnings (interest) for EUR 1.40 million;
Operational expenses made up of services and various goods for 0.17 million;
Dividends for EUR 0.42 million;
The total equity is EUR 55 million against EUR 57 million a year ago.
As of 30 June 2016 the Company is highly solvent as equity far exceeds the companies' liabilities. The cash flow for this year has 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.
The subscribed and fully paid capital of EUR 2,314,279 is represented as follows:
There is no restriction on share transfer. The voting rights attached to the common and the preferred shares can only be executed by the shareholders during the general meeting for shareholders.
| Shareholders | Number of shares |
Percentage held |
Voting rights |
Date of notification |
|---|---|---|---|---|
| AFICO SA L-1650 Luxembourg |
6,809 | 6.68% | 6.80% | 05/14/2007 |
| GESELFINA SA FL-9490 Vaduz |
76,536 | 76.13% | 76.46% | 25/02/1992 |
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. A third renewal was approved by the General Meeting on 15th December 2015 for 18 months from 10th December 2015.
Today, the company holds 5,524 common and 218 founders shares.
None.
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 2016-2017.
| Name | First nomination | End of mandate |
|---|---|---|
| Hubert Fabri | AGM 1998 | AGM 2016 |
| Philippe de Traux | AGM 2001 | AGM 2020 |
| Daniel Haas | AGM 2008 | AGM 2020 |
| AFICO represented by Luc Boedt |
AGM 2014 | AGM 2021 |
Composition of the board of directors:
Hubert Fabri's term of office will expire at the Annual General Meeting. Its renewal will be proposed at the next General Meeting.
The General Meeting of Shareholders by a majority of two thirds of the votes has the right to change the statutory requirements.
The company is a small holding company without employees. The only activities at 30 June 2016 is the participation in one available-for-sale investment and the cash loan to Socfinaf. 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.
There is no audit committee or other oversight board implemented.
Mopoli NV is a holding company investing in agro industry projects.
The purpose of the company is the exploitation of palm oil and rubber oil, either directly or indirectly. This is a sector of risk and we do not have the skills and knowledge to achieve that goal as an operating company.
The current policy is therefore to invest indirectly in this sector.
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.
The Company invested in Socfin whose shares are listed on Luxembourg stock exchange. Nevertheless, it is a long term investment with no resale purposes. The current main risk is a decrease in the company's equity.
At 30 June 2016, the shares have lost 16.6% of their value compared to June 30, 2015 (-1.9% previous year) with a 5.8% negative impact on equity (-0.7% previous year).
For this year, we assess that a decrease risk of the shares held of 5% will negatively affect equity for 1.5%.
Last year we have entered into a loan agreement with the company Socfinaf. We consider this as a limit credit risk since Socfinaf is a listed company with a low debt ratio. Funds are advanced in the context of new investments.
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 limited liquidity risk.
The policy of the company is not to hedge any of the aforementioned risks.
No significant changes are expected to be made to the risk management system.
Earnings will depend on the dividends collected from shares and remuneration of loan and cash deposits.
In accordance with the statutory disposition regarding the affectation of results, the Board of Directors proposes the following suggestion for dividends:
If you approve this proposal, the dividends will be payable from 31 December 2016 at the desk of ING Luxembourg, Route d'Esch, 52 – 2965 Luxembourg.
Brussels, 20th December 2016 MOPOLI BOARD OF DIRECTORS
| (in thousands of euro) | Notes | 30 June 2016 | 30 June 2015 | |
|---|---|---|---|---|
| NON-CURRENT ASSETS | 16,528 | 19,825 | ||
| I. | Available for sale investments | 2 | 16,528 | 19,825 |
| CURRENT ASSETS | 38,879 | 37,315 | ||
| II. | Other receivables | 4 | 35,001 | 35,410 |
| III. | Cash and short-term deposits | 5 | 3,875 | 1,902 |
| IV. | Other current assets | 6 | 3 | 3 |
| TOTAL ASSETS | 55,407 | 57,140 |
| (in thousands of euro) | Notes | 30 June 2016 | 30 June 2015 | |
|---|---|---|---|---|
| EQUITY | 55,316 | 57,019 | ||
| I. | Share capital | 7 | 2,314 | 2,314 |
| II. | Revaluation reserves | 7 | 13,941 | 17,225 |
| III. | Statutory reserves | 7 | 231 | 231 |
| IV. | Available reserves | 7 | 523 | 523 |
| V. | Result for the year | 7 | 1,653 | 1,154 |
| VI. | Retained earnings | 7 | 39,910 | 38,759 |
| VII. | Treasury Shares | 7 | -3,256 | -3,187 |
| NON-CURRENT LIABILITIES | 58 | 71 | ||
| VIII. | Deferred tax | 8 | 58 | 71 |
| IX. | Other long-term paya bles |
0 | 0 | |
| CURRENT LIABILITIES | 33 | 50 | ||
| X. | Trade and other paya bles |
9 | 32 | 50 |
| XI. | Other current liabilities | 1 | 0 | |
| TOTAL EQUITY AND LIABILITIES | 55,407 | 57,140 |
| (in thousands of euro) | Notes | 30 June 2016 | 30 June 2015 | |
|---|---|---|---|---|
| I. | Revenue | 422 | 492 | |
| A. Dividends B. Other operating revenues |
422 0 |
492 0 |
||
| II. | Other operating expenses | -169 | -149 | |
| A. Administrative costs B. Other operating expenses |
-169 0 |
-149 0 |
||
| Operating profit | 10 | 253 | 343 | |
| III. | Profit/Loss from non-current assets | 0 | 0 | |
| IV. | Financial income | 11 | 1,402 | 812 |
| V. | Financial expenses | 11 | -2 | -1 |
| Profit before tax | 1,653 | 1,154 | ||
| VI. | Income tax expense | 12 | 0 | 0 |
| Profit for the year | 1,653 | 1,154 | ||
| Other comprehensive income | 30 June 2016 | 30 June 2015 | ||
| Net loss/gain on available for-sale financial Assets | 2 | -3,297 | -386 | |
| Deferred taxes liabilities on unrealized gain on AFS | 8 | 13 | 2 | |
| Net other comprehensive income to be reclassi- fied to profit or loss in subsequent periods |
-3,284 | -384 | ||
| Total comprehensive income for the year, net of tax | -1,631 | 770 | ||
| Profit Attributable to equity holders of the parent | 1,653 | 1,154 | ||
| Total comprehensive income attributable to equity holders of the parent |
-1,631 | 770 | ||
| Earnings per share (profit for the year attributable to common shares) : Basic earnings per share |
13 | 9.33 | 6.69 | |
| Diluted earnings per share Earnings per share (profit for the year attributable to founder shares) : |
13 | 9.33 | 6.69 | |
| Basic earnings per share Diluted earnings per share |
281.17 281.17 |
189.54 189.54 |
| (in thousands of euro) | Notes | 30 June 2016 | 30 June 2015 |
|---|---|---|---|
| Profit for the year | 7 | 1,653 | 1,154 |
| Adjustments for: | |||
| Dividend income | 10 | -422 | -492 |
| Interest income Changes in working capital |
11 | -1,402 | -812 |
| Variation other current assets | 6 | 0 | 35 |
| Variation trade payables Variation other current liabilities |
9 | -18 1 |
-43 0 |
| Variation other rec (excl. loan and accrued interest) | 4 | 60 | 12 |
| Dividends received | 10 | 422 | 492 |
| Interest received | 1,751 | 463 | |
| Operating cash flows | 2,045 | 809 | |
| Purchase of available-for-sale investments | 2 | 0 | 0 |
| Loan granted | 4 | 0 | -35,000 |
| Investing cash flows | 0 | -35,000 | |
| Dividend paid Purchase treasury shares |
7 | -3 -69 |
-3 -32 |
| Financing cash flows | -72 | -35 | |
| Net cash flow | 1,973 | -34,226 | |
| Cash and cash equivalent at beginning of year | 5 | 1,902 | 36,128 |
| Cash and cash equivalent at end of year | 3,875 | 1,902 | |
| Movement of the year | 1,973 | -34,226 |
The comparative figures have been adjusted to allow comparison with current year
| (in thousands of euro) | Number of Share |
Share capital |
Revalua tion re serves |
Statutory reserves |
Available reserves |
Retained earnings |
Profit for the year |
Treasury Shares |
Total |
|---|---|---|---|---|---|---|---|---|---|
| As at 30th June 2014 | 100,100 | 2,314 | 17,609 | 231 | 523 | 37,764 | 998 | -3,155 | 56,284 |
| Other comprehensive income | -384 | -384 | |||||||
| Profit for the year | 1,154 | 1,154 | |||||||
| Total comprehensive Income for the year |
-384 | 1,154 | 770 | ||||||
| Dividends | -3 | -3 | |||||||
| Transfer from previous year | 998 | -998 | 0 | ||||||
| Treasury Shares | -32 | -32 | |||||||
| As at 30th June 2015 | 100,100 | 2,314 | 17,225 | 231 | 523 | 38,759 | 1,154 | -3,187 | 57,019 |
| Other comprehensive income | -3,284 | -3,284 | |||||||
| Profit for the year | 1,653 | 1,653 | |||||||
| Total comprehensive income for the year |
-3,284 | 1,653 | -1,631 | ||||||
| Dividends | -3 | -3 | |||||||
| Transfer from previous year | 1,154 | -1,154 | 0 | ||||||
| Treasury shares | -69 | -69 | |||||||
| As at 30th June 2016 | 100,100 | 2,314 | 13,941 | 231 | 523 | 39,910 | 1,653 | -3,256 | 55,316 |
See Note 7 for details
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.
In application of European Regulation no. 1606/2002 of 19 July 2002 on International Accounting Standards, the accounts for the 2015-2016 financial period are draw up in conformity with IFRS (International Financial Reporting Standards) as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code. This reference system includes the International Accounting Standards and interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC) and its predecessor, the Standard Interpretation Committee (SIC).
The financial statements have been prepared on a historical cost basis, except for available-for-sale investments that have been measured at fair-value.
The board of Directors have authorised the financial statement for issue on 20th December 2016. The financial statements are presented in euros and all values are rounded to the nearest thousand ('000) except when otherwise indicated.
In the process of applying the company's accounting policies, management may have to use its judgements and made estimates in determining amounts recognised in the financial statements.
The Company has accumulated net notional interest deductions at June 30, 2016 useable to offset future taxable profits in Belgium for K€ 101 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.
A treasury agreement was signed with Socfinaf.
Since the amount paid can be claimed on demand, this transaction has been recognized as a current receivable.
Despite the fact that this loan is outstanding since 20th November 2014, we consider it as a current receivable.
Indeed, we intend to recover a substantial portion of this loan next year. Nevertheless, the value of this reimbursement is not yet defined in agreement with Socfinaf.
The purpose of the company is the exploitation of palm oil and rubber oil, either directly or indirectly. This is a sector of risk and we do not have the skills and knowledge to achieve that goal as an operating company.
The current policy is therefore to invest indirectly in this sector.
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.
The Company invested in Socfin whose shares are listed on Luxembourg stock exchange. Nevertheless, it is a long term investment with no resale purposes. The current main risk is a decrease in the company's equity.
At 30 June 2016, the shares have lost 16.6% of their value compared to June 30, 2015 (-1.9% previous year) with a 5.8% negative impact on equity (-0.7% previous year).
For this year, we assess that a decrease risk of the shares held of 5% will negatively affect equity for 1.5%.
Last year we have entered into a loan agreement with the company Socfinaf. We consider this as a limit credit risk since Socfinaf is a listed company with a low debt ratio. Funds are advanced in the context of new investments.
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 limited liquidity risk.
The policy of the company is not to hedge any of the aforementioned risks.
No significant changes are expected to be made to the risk management system.
No foreign currency transactions occurred and was subject to conversion. The functional currency is the euro.
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.
The cost includes the interest charged on the debt. If applicable, the Company applies the IFRS standards related to borrowing costs.
The Company 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 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.
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 through other comprehensive income. 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.
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 Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a 'pass through' arrangement; or
the Company has transferred its right to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards of the asset, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.
When the Company has transferred its rights to receive cash flows from an asset and has neither transferred substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Company's continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Company could be required to repay.
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
Trade and other accounts receivables 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 receivables are appraised at amortized cost, minus any losses in value taking account of any possible risk of non-collection.
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.
No segment reporting is disclosed, since the business segment is unique, i.e., finance, and since the geographical segment is also unique (Belgian).
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.
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 subsidiaries are included in cash flows from investments activities, net of cash acquired. Dividends paid are part of the cash flow from financing activities.
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 Company's own equity instruments.
New and amended standards and interpretations
There is no change in the accounting policy and disclosures for the period covered by those financial statements.
Standards issued but not yet effective
(*) not yet endorses by EU
None of the new standards is expected to have significant impact. However, under IFRS 9 the company will have the choice to recognise fair value changes on equity shares currently held as AFS through profit or loss or through OCI. The former would increase volatility in recorded profit or loss. In case of the latter, previously unrealised gains/losses would remain in OCI when the equity instruments are impaired or derecognised, without recycling to profit or loss. The company has not yet made a decision on this policy choice.
Financial Fixed Assets
| 2016 | 2015 | |||
|---|---|---|---|---|
| Number of Shares |
% | Number of Shares |
% | |
| Other Financial fixed assets | ||||
| SOCFIN S.A. | 703,000 | 4.94 | 703,000 | 4.94 |
(in thousands of euro) Available- for-sale investments
| As at 30 June 2014 | 20,211 |
|---|---|
| Sales | 0 |
| Acquisitions | 0 |
| Fair value adjustment | -386 |
| As at 30 June 2015 | 19,825 |
| Sales | 0 |
| Acquisitions | 0 |
| Fair value adjustment | -3,297 |
| As at 30 June 2016 | 16,528 |
| Evaluation at cost (historical) |
Evaluation at fair value |
|||
|---|---|---|---|---|
| (in thousands of euro) | 30 June 2016 |
30 June 2015 |
30 June 2016 |
30 June 2015 |
| Available-for-sale investments | ||||
| Shares | 2,529 | 2,529 | 16,528 | 19,825 |
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 2016, the only shares held are Socfin shares (listed and quoted).
This instrument is qualified as a level 1 according to the fair value hierarchy.
There is no subsidiary.
| Other receivables whose recovery is awaited 1 year at the most |
35,001 | 35,410 | |
|---|---|---|---|
| Total of Other receivables | 35,001 | 35,410 | |
| Interest to be received on loan granted | 0 | 349 | |
| Loan granted Other receivables |
35,000 1 |
35,000 61 |
|
| (in thousands of euro) | 30 June 2016 | 30 June 2015 |
The decrease of the trade and other receivables (KEUR 409) is explained by the fact that there is no due interest on the loan to SOCFINAF for the last quarter (as this was paid before year-end) meanwhile last quarterly interest of previous year was paid in July 2015.
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 2016 | 30 June 2015 |
|---|---|---|
| Cash at banks and in hand | 1,402 | 430 |
| Short-term deposits | 2,473 | 1,472 |
| Cash and cash equivalents | 3,875 | 1,902 |
There are not undrawn borrowing facilities.
There is no restriction to the availability of cash and cash equivalents.
| Total of other current assets | 3 | 3 |
|---|---|---|
| Accrued income | 0 | 0 |
| Deferred charges | 3 | 3 |
| (in thousands of euro) | 30 June 2016 | 30 June 2015 |
| Number of shares as at 30 June 2014 | 100,000 | 100 | 2,400 |
|---|---|---|---|
| Changes during the year | 0 | 0 | 0 |
| Number of shares as at 30 June 2015 | 100,000 | 100 | 2,400 |
| Changes during the year | 0 | 0 | 0 |
| Number of shares as at 30 June 2016 | 100,000 | 100 | 2,400 |
| Number of shares issued, fully paid | 100,000 | 100 | 2,400 |
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)
At year end, the company owned 5,524 (2015 : 5,447) of its own common shares, and 218 (2015 : 212) of its founders shares.
| Total of the other reserves | 754 | 754 |
|---|---|---|
| Available reserves (distributable) | 523 | 523 |
| Statutory reserves (not distributable) | 231 | 231 |
| Total of revaluation reserves | 13,941 | 17,225 |
| Revaluation reserves - Available-for-sale investments | 13,941 | 17,225 |
| (in thousands of euro) | 30 June 2016 | 30 June 2015 |
The extraordinary general meeting as at 10th June 2008 authorised the company to acquire its own shares.
The General Meeting as at 15th December 2015 renewed the authorization for 18 months from 10th December 2015. At the end of the year, 218 founder's shares and 5.524 have been bought back for a total of 3.256 million euros, deducted from the Shareholder's equity. The revaluation reserve available-for-sale is not distributable.
| (in thousands of euro) | Retained ear nings |
Result for the year |
|---|---|---|
| 30 June 2014 | 37,764 | 998 |
| Profit of the year | 1,154 | |
| Dividends | -3 | |
| Transfer from previous year | 998 | -998 |
| 30 June 2015 | 38,759 | 1,154 |
| Profit of the year | 1,653 | |
| Dividends | -3 | |
| Transfer from previous year | 1,154 | -1,154 |
| 30 June 2016 | 39,910 | 1,653 |
A dividend of 3K euros will be proposed at the next General Meeting. The dividend of 3K euros related to 2014/2015 was adopted at the AGM and paid in March 2016
(in thousands of euro) 30 June 2016 30 June 2015 As at 1 July 71 73 Revaluation of available-for-sale investments -13 -2 Change in tax rate 0 0 As at 30 June 58 71
Given the size of the company and the value of the participation, the revaluation of available-for-sale investments is not subject to income tax but to a specific tax on capital gains of 0.412%.
The Deduction for Notional Interest unused is 101,185 euros for current year (expiration date : 31/12/2018). These deferred tax assets on unused notional interest deductions have not been recognised.
| Trade and other payables whose recovery is awaited 1 year at the most |
32 | 50 |
|---|---|---|
| Total of Trade and other payables | 32 | 50 |
| Other payables | 0 | 0 |
| Trade | 32 | 50 |
| (in thousands of euro) | 30 June 2016 | 30 June 2015 |
| Operating profit | 253 | 343 |
|---|---|---|
| Other operating expenses | 0 | 0 |
| Administrative costs | -169 | -149 |
| Other operating revenues | 0 | 0 |
| Other operating income (Dividends) | 422 | 492 |
| (in thousands of euro) | 30 June 2016 | 30 June 2015 |
| Total of financial costs | -2 | -1 |
|---|---|---|
| Other financial costs | -2 | -1 |
| (in thousands of euro) | 30 June 2016 | 30 June 2015 |
The interests received is mainly related to the loan granted to a related party , bearing a higher interest rate than the bank account.
The increase is due to the duration of the loan (12 months for this year compared to 7 months last year).
| Tax at the applicable local rate | 0 | 0 |
|---|---|---|
| Applicable local rate | 33.99% | 33.99% |
| Profit to be taxable | 0 | 0 |
| Deduction for notional interest from previous year | -489 | 0 |
| Deduction for notional interest current year | -793 | -713 |
| Revenue exempt from tax | -401 | -467 |
| Non-deductible expenses | 30 | 26 |
| Profit before tax | 1,653 | 1,154 |
| Profit after tax | 1,653 | 1,154 |
| Income tax | 0 | 0 |
| Profit before tax | 1,653 | 1,154 |
| Reconciliation of income tax expense | ||
| Income tax expense | 0 | 0 |
| Current income tax | 0 | 0 |
| (in thousands of euro) | 30 June 2016 | 30 June 2015 |
| Components of income tax |
The comparative figures have been adjusted to allow comparison with curren year.
The Deduction for Notional Interest unused is 101,185 euros at the end of this year (expiration date : 31/12/2018)
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to common equity holders of the parent by the weighted average number of common shares outstanding during the year and by dividing net profit for the year attributable to founder shares by the weighted average number of founder shares outstanding during the year.
The company did not issued any financing instrument requiring to disclose a diluted earnings per share.
| (in thousands of euro) | 30 June 2016 | 30 June 2015 |
|---|---|---|
| Numerator | ||
| Net profit from continuing operations | 1,653 | 1,154 |
| Preference dividends | -3 | -3 |
| Net profit | 1,650 | 1,151 |
| Net profit attributable to common shares | 882 | 632 |
| Net profit attributable to founder shares | 615 | 415 |
| Denominator | ||
| Weighted average number of common shares | 94,521 | 94,556 |
| Weighted average number of founder shares | 2,186 | 2,190 |
| Net profit attributable to common shares per common share (in euro) |
9.33 | 6.69 |
| Net profit attributable to founder shares per founder share (in euro) |
281.17 | 189.54 |
The common shares are entitled to a 5% interest distribution on the subscribed and fully paid share capital (2016: €113k, 2015: €113k). After this allocation 50% of the remaining Net profit is allocated to common shares (2016: €769k, 2015: €519k) and 40% is allocated to founder shares (2016: €615k, 2015: € 415k). The remainder is not allocated, as when the AGM decides to pay out dividend the Board of Directors is entitled to 10% of the dividend.
It should also be noted that, in case of liquidation, the Board of Directors is not entitled to any remaining balances. In this case the EPS will exceed the above calculation. For further details we refer to the Statutory Provisions Concerning The Distribution of Profit, as included in the other information to these financial statements. The last time Mopoli paid out dividend was in 2001.
Previous financial statements erroneously did not disclose the EPS separately for common and founder shares. Furthermore the EPS were erroneously calculated by dividing net profit by the weighted average number of outstanding common shares. As IAS 33.66 prescribes a distinction between common and founder shares we have adjusted the EPS calculation for the previous period.
| (in thousands of euro) | 30 June 2016 | 30 June 2015 |
|---|---|---|
| Attendance fees (1) | 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 preferred shares of Mopoli.
The company paid an amount of € 72,600 for administrative assistance to Centrages in which Mopoli has an indirect share interest of 2.2% via Socfin. All administrative and accounting services are provided by Centrages.
The Company has granted a loan of € 35 million to Socfinaf, a company affiliated to Socfin. This loan bears an interest rate of 4% and has an indefinite term, but it can be recalled at any time. The loan is measured at amortized cost, which is equal to the nominal value of the loan. The fair value of the loan equals the valuation at amortized cost.
The transactions with related parties are done at arm's length.
| Total of rights and commitments received | 1 | 1 |
|---|---|---|
| Statutory deposits | 1 | 1 |
| (in thousands of euro) | 30 June 2016 | 30 June 2015 |
None
On 13 December 2016, Mopoli recovered 15 million of the loan granted to Socfinaf.
No remuneration was paid to directors this year. Directors' fee is regulated in the article of incorporation related to distribution of result.
(in thousands of euro)
| 2016 | 2015 | |
|---|---|---|
| Ernst & Young Accountants LLP (Netherlands) | 22.5 | 11 |
These fees solely relate to the audit of the financial statements.
Mr Hubert FABRI, President Mr Philippe de TRAUX, Director AFICO, represented by Mr Luc BOEDT Mr Daniel HAAS, Director
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 and no voting rights. (listed on Euronext Brussels)
The profit sharing is described in the following paragraph.
STATUTORY PROVISIONS CONCERNING THE DISTRIBUTION OF PROFIT (TRANSLATION)
After deduction of the aforementioned amortisations/ depreciation, at first a 7% dividend amount over the subscribed and paid preferred shares will be paid to the preferred shareholders. The annual dividend payment on these preferred shares will never exceed 7%.
Of the amount after this distribution to preferred shareholders if possible:
a) an amount of 5% will be used to add to a reserve. As soon (and as long) as this reserve is 10% of the issued and paid up capital, no additional profits can be reserved for this purpose.
b) After this an amount will be due as a 5% interest amount on the subscribed and paid common shares.
10% to the Board of Directors 50% to the common shareholders 40% to founder shareholders
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.
The date on which the dividend amounts are payable, will be decided by the general meeting for shareholders.
Dividend amounts which are not claimed, five years after the date on which the dividend amount have been declared payable, will be released and booked as profit in the profit and loss account of the entity.
When a loss is recorded according to the income statement, which can not be compensated by any other reserve, no dividend payments will take place, as long as these losses are not compensated first.
The remaining balance after liquidation will at first and for all be used to repay the paid capital of the preferred shareholders including the arrears of the annual 7% dividend due on those preferred shares. After this the remaining balance will be used to repay the paid up capital to the common shareholders.
In case any balances remain after the distributions stated above, this will be distributed as follows: 55% to common shareholders; 45% to founder shareholders.
The payments will be made at the time and place to be determined by the general shareholder meeting.
On 13 December 2016, Mopoli recovered 15 million of the loan granted to Socfinaf.
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 corrected for the available reserves restrict the distributable reserves (2.733).
| EUR | |
|---|---|
| Net result of the financial | 1,653 |
| Profit brought forward | 39,913 |
| Profit to be distributed | 41,566 |
| First : | |
| Dividend to preferred shares | 3 |
| Transferred to profit carried forward | 41,563 |


| Materiality | 358 000 | |
|---|---|---|
| Benchmark used | 1% of Equity | |
| Additional explanation | We have used equity as a basis for determining our materiality. We consider a capital based indicator the most appropriate driver for setting materiality as Palmboomen Cultuur Maatschappij Mopoli N.V. has limited activities and one of its focuses is to maintain its equity position. |

| Risk | Our audit response |
|---|---|
| Valuation and presentation of the loan to Soctinal S.A. |
|
| Palmboomen Cultuur Maatschappij Mopoli N.V. has issued a material loan to Socfinat S.A, which is one of the most significant accounts in the financial statements of the company. Socfinat S.A. is a subsidiary of Soctin S.A. Palmboomen Cultuur Maatschappij has a financial interest of 4.94% in the entity Socfin S.A. The loan, with a nominal amount of €35 million, and an interest rate of 4% has an indefinite term, but can be recalled by Palmboomen Cultuur Maatschappij Mopoli N.V. at any point in time. The loan can be classified as a related party transaction, and is disclosed as such in the financial statements. As no guarantees have been provided this exposes Palmboomen Cultuur Maatschappij Mopoli N.V. to a credit risk. |
To address this risk we have assessed that Socfinal S.A. paid all interest due and that Socfinaf S.A. is a company with sufficient solvability. Furthermore, we note that in December 2016 a total amount of € 15 million has been repaid. For more information about this related party loan we refer to notes 4,14 and the subsequent events section of the financial statements. |


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