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9968_ir_2023-09-15-142044_13475d53-3e5d-4592-9721-ffd5a174f7d0.pdf

Interim Report

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

INTERIM REPORT (UNAUDITED)

FINANCIAL YEAR 2022 / 2023

PALMBOOMEN CULTUUR MAATSCHAPPIJ MOPOLI N.V.

DIRECTORS' INTERIM REPORT

Interim Financial Report as at 31st December 2022 (unaudited)

(Period from 01/07/2022 to 31/12/2022)

BUSINESS ACTIVITIES

Mopoli is a company investing in agro industry projects. Currently, it only grants loans to related companies. As at 31st December 2022 cash loans were provided to each of Socfinaf S.A. ("Socfinaf") and Afico S.A. ("Afico") both related parties of the Company.

The Company is listed on Euronext Brussels. The Company has no routine business processes and has no employees.

The Extraordinary General Meeting of shareholders of 10th June 2008 has authorised the Company to buy back its own shares for a maximum period of 18 months. Since then, this authorisation has been extended regularly and is still applicable as at 31 st December 2022, however the availability of shares is limited. No shares were purchased during the period. As at 31 st December 2022, the Company holds 219 founder shares and 5,904 common shares with no new acquisition until the establishment of this report.

The strategy of the Company remains to buy back its own shares in case any shares are offered to the market with the intent to initiate a squeeze-out procedure.

As such, the Management Board recognises that the main risk is credit risk regarding the recoverability of the loans. For this risk, considered low, the Management Board is willing to accept the risk and does not hedge or mitigate these factors.

The Company has no research and development activity.

RESULTS

The financial half-year ended at 31st December 2022 with a profit of EUR 358,143 versus a profit of EUR 127,169 as at 31st December 2021.

The increase of the half-year result is mainly due to the decrease of the administrative costs.

BALANCE SHEET

At 31st December 2022, Mopoli's total assets amount to EUR 56.9 million compared to EUR 56.4 million as at 30 th June 2022. Mopoli's assets are mainly composed of non-current receivables for EUR 9.0 million, short-term receivables for EUR 20.4 million and cash and cash equivalents for EUR 27.5 million. As at 31st December 2022, total Equity amounts to EUR 56.6 million compared to EUR 56.3 million as at 30th June 2022.

OUTLOOK

Environment and climate change

The Management Board will continue to consider the potential impacts of the climate change in its judgements, and will integrate any new potential impact if this could lead to a material change in the Company's financial statements.

Operational and financing activities

Cash flows of the Company will depend on the proceeds received for the loans, the total amount of which may vary depending on advances and repayments.

Interest received should be stable compared to interest received during the year 2021/2022. The profit should however be slightly higher due to a reduction in financial expenses and in administrative costs.

RISKS – UNCERTAINTIES

The management do not foresee any specific or noted any new uncertainties that the company should have to face for the remaining six months of the financial year.

TRUE AND FAIR VIEW STATEMENT

With reference to section 5.25c paragraph 2c of the Financial Markets Supervision Act, the Board of Directors states that, to the best of its knowledge:

  • · the financial statements which have been prepared in accordance with IFRS adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code gives a true and fair view of the assets, liabilities, financial position and profit or loss of Mopoli;
  • · the directors' report provides a fair review of the situation on the balance sheet date and of developments during the financial year of Mopoli whose information has been included in the financial statements, together with a description of the main risks the company faces.

MOPOLI BOARD OF DIRECTORS

François Fabri Hubert Fabri Director Director

STATEMENT OF FINANCIAL POSITION

(before appropriation of profit/loss)

As at 31 st December 2022

ASSETS

(in thousands of Euro)
NON-CURRENT ASSETS
Notes 31st December 2022 30th June 2022
8,500
9,000
I. Other receivables 1 9,000 8,500
CURRENT ASSETS 47,860 47,884
II. Other receivables 1 20,366 20,342
III. Other current assets - 3
IV. Cash and short-term deposits 2 27,494 27,539
TOTAL ASSETS 56,860 56,384

EQUITY AND LIABILITIES

(in thousands of Euro) Notes 31st December 2022 30th June 2022
EQUITY 56,632 56,274
I. Share capital 3 2,244 2,244
II. Statutory reserves 3 301 301
III. Available reserves 3 523 523
IV. Result for the year 3 358 391
V. Retained earnings 3 56,580 56,189
VI. Treasury Shares 3 -3,374 -3,374
CURRENT LIABILITIES 228 110
VII. Trade and other payables 101 110
VIII. Other current liabilities 127 -
TOTAL EQUITY AND LIABILITIES 56,860 56,384

STATEMENT OF COMPREHENSIVE INCOME For the period ended 31 st December 2022

(in thousands of Euro) Notes 2022.12 2021.12
I. Revenue (6 months)
-
(6 months)
-
A.
Dividends
- -
B.
Other operating revenues
- -
II. Other operating expenses -109 -321
A.
Administrative costs
-109 -321
B.
Other operating expenses
- -
Operating profit -109 -321
III. Financial income 619 595
IV. Financial expenses -25 -101
Profit before tax 485 173
V. Income tax expense -127 -46
Profit for the year 358 127
Other comprehensive income - -
Total comprehensive income for the year, net of tax 358 127
Earnings per share (profit for the year attributable to
common shares):
Basic earnings per share 4 2.64 1.26
Diluted earnings per share 4 2.64 1.26
Earnings per share (profit for the year attributable to
founder shares):
Basic earnings per share 4 54.59 3.46
Diluted earnings per share 4 54.59 3.46

STATEMENT OF CASH FLOWS For the period ended 31 st December 2022

(in thousands of euro) 2022.12
(6 months)
2021.12
(6 months)
Profit for the year 358 127
Adjustments for:
Interest income -619 -595
Interest cost 25 101
Income tax incurred 127 46
Changes in working capital
Variation trade payables 3 -8
Variation other current liabilities -9 29
Variation other receivables (excl. interest and income tax) - 1
Interest received 595 595
Income tax paid - -46
Operating cash flows 480 250
Loans granted -500 -
Loans repaid - -
Investing cash flows -500 -
Dividend paid - 0
Purchase treasury shares - -
Financial expenses / interest paid -25 -101
Financing cash flows -25 -101
Net cash flows -45 149
Cash and cash equivalents at beginning of period 27,539 26,123
Cash and cash equivalents at end of period 27,494 26,272
Movements for the period -45 149

STATEMENT OF CHANGES IN EQUITY

As at 31 st December 2022

(in thousands of Euro) Number of
shares
Share
capital
EUR
Statutory
reserves
EUR
Available
reserves
EUR
Retained
earnings
EUR
Profit for
the year
EUR
Treasury
shares
EUR
Total
EUR
Balance as at 30th June 2021 102,500 2,244 301 523 55,852 340 -3,374 55,886
Profit for the period 127 127
Other comprehensive income -
Total comprehensive income for the year - - - - - 127 - 127
Dividends -3 -3
Transfert from previous year 340 -340 -
Treasury Shares -
Balance as at 31st December 2021 102,500 2,244 301 523 56,189 127 -3,374 56,010
Profit for the period 264 264
Other comprehensive income -
Total comprehensive income for the year - - - - - 264 - 264
Interim dividends -
Treasury Shares -
Balance as at 30th June 2022 102,500 2,244 301 523 56,189 391 -3,374 56,274
Profit for the year 358 358
Other comprehensive income -
Total comprehensive income for the year - - - - - 358 - 358
Dividends -
Transfert from previous year 391 -391 -
Treasury Shares -
Balance as at 31st December 2022 102,500 2,244 301 523 56,580 358 -3,374 56,632

NOTES TO THE FINANCIAL STATEMENTS

Note 1: Other receivables

(in thousands of euro) 31st December 2022 30th June 2022
Loans granted 29,000 28,500
Provision under expected life-cycle credit loss model - -
Other receivables 50 50
Interest to be received on loan granted 316 292
Total of Trade and other receivables 29,366 28,842
Trade and other receivables whose recovery is awaited
1 year at the most
20,366 20,342
Trade and other receivables whose recovery is awaited
between 1 and 5 years
9,000 8,500
Trade and other receivables whose recovery is awaited
at more than 5 years
- -

The loan of Socfinaf is unchanged to EUR 20,000,000. This loan bears an interest rate of 4% and has an indefinite term, but it can be recalled at any time.

An amount of EUR 500.000 was granted to Afico during the period from 1st July to 31st December 2022, for a remaining balance of EUR 9,000,000. This loan bears an interest rate of 4% and the term is fixed at 31st December 2024.

There is due interest on the loans to Socfinaf and Afico for the last quarter.

Note 2: 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) 31st December 2022 30th June 2022
Cash at banks and in hand
Short-term deposits
15,494
12,000
27,539
-
Cash and cash equivalents 27,494 27,539

There are not undrawn borrowing facilities.

There is no restriction to the availability of cash and cash equivalents.

Note 3: Equity

Number of shares as at 30th June 2021 100,000 100 2,400
Changes during the year - - -
Number of shares as at 30th June 2022 100,000 100 2,400
Changes during the period - - -
Number of shares as at 31st December 2022 100,000 100 2,400
Number of shares issued, fully paid 100,000 100 2,400

The subscribed and fully paid capital of EUR 2,244,000 is represented as follows:

  • 100,000: Common shares of a nominal value of EUR 22.00 (listed on Euronext Brussels)
  • 100: Preferred stock of a nominal value of EUR 440.00 (not listed)
  • 2,400: Founder shares with no nominal value. (listed on Euronext Brussels)

As at 31st December 2022, the Company owned 5,904 (30th June 2022: 5,904) of its own common shares, and 219 (30th June 2022: 219) of its founder shares.

The extraordinary General Meeting as at 10th June 2008 authorised the Company to acquire its own shares.

The General Meeting as at 17th December 2020 renewed the authorisation for 18 months from 17th December 2020. As at 31 st December 2022, 219 founder shares and 5,904 common shares have been bought back for a total of EUR 3.4 million, deducted from the Shareholder's equity.

As at 1st January 2020, pursuant the provision of Dutch Conversion Act (wet omzetting aandelen aan toonder), 1,517 common shares and 148 founder shares were converted into registered shares by operation of law and have lost their voting right and right to dividends. This will lead to the following overview of shares outstanding:

Shares outstanding (in units) Common shares Preferred shares Founder shares
------------------------------- --------------- ------------------ ----------------
Number of shares as at 30th June 2021 92,579 100 2,033
Changes during the year - - -
Number of shares as at 30th June 2022 92,579 100 2,033
Changes during the period - - -
Number of shares as at 31st December 2022 92,579 100 2,033
Reserves (in thousands of Euro) Statutory Available
reserves reserves
Not distributable Distributable
30th June 2021 301 523
Changes during the year - -
30th June 2022 301 523
Changes during the period - -
31st December 2022 301 523

The statutory reserves were relative to article 36.1.b. (i) of the Company statutes. These reserves are no more funded as they reached 10% of the capital.

The General Meeting of December 2020 adapted the share capital when amending the Company's articles of association. "The issued and paid-up capital in the amount of EUR 2,314,279.10 is, in accordance with section 2:67a paragraph 1 DCC, hereby converted into EUR 2,244,000, divided into 100,000 ordinary shares, with a nominal value of EUR 22 each and 100 preference shares, with a nominal value of EUR 440 each." The funds relating to this adjustment (EUR 70,279.10) are included in the statutory reserves following the decision of the General Meeting and is not-distributable in accordance with section 2:67a paragraph 3 of the DCC.

The available reserves were build up until 1995. The profits of the year were allocated to these reserves instead of the retained earnings. They are no more funded and can be distributed or allocated to another equity account based on a decision of the General Meeting.

Distribution of profit (in thousands of euro) Retained
earnings
Result for
the period
30th June 2021 55,852
Profit for the year - 391
Dividends -3
Transfer from previous year 340 -340
30th June 2022 56,189 391
Profit for the period - -
Dividends - -
Transfer from previous year 391 -391
31st December 2022 56,580 -

Note 4: Earnings per share

Basic earnings per share amounts are calculated :

  • Earnings per common share: 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;
  • Earnings per founder share: 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 issue any financing instrument requiring to disclose a diluted earnings per share.

(in thousands of euro) 2022.12
(6 months)
2021.12
(6 months)
Numerator
Net profit from continuing operations 358 127
Preference dividends -3 -3
Net profit 355 124
Net profit attributable to common shares 244 117
Net profit attributable to founder shares 111 7
Denominator
Weighted average number of common shares 92,579 92,579
Weighted average number of founder shares 2,033 2,033
Net profit attributable to common shares per common share (in euro) 2.64 1.26
Net profit attributable to founder shares per founder share (in euro) 54.59 3.46

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