1
M O P O L I
Palmboomen Cultuur Maatschappij Mopoli
(Palmeraies De Mopoli) N.V.
ANNUAL REPORT
2021 / 2022
2
PALMBOOMEN CULTUUR MAATSCHAPPIJ MOPOLI
(PALMERAIES DE MOPOLI)
N.V.
Registered office : 10, Koningin Julianaplein-2595 AA The Hague, the Netherlands
Headquarter : 2, Place du Champ de Mars-1050 Brussels, Belgium
MOPOLI
ANNUAL REPORT
108
th
FINANCIAL YEAR 2021/2022
General Meeting of shareholders
as at 23
rd
October 2023
3
Annual report
108
th
financial year 2021/2022
The Management Board of Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli)
N.V. ("Mopoli" or the "Company") has pleasure in submitting its report together with the
financial statements for the year ended on 30
th
June 2022 (the "Financial Statements").
To be presented to the annual General Meeting of shareholders of Mopoli to be held on 23
rd
October 2023.
Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V.
Registered address: Koningin Julianaplein 10, 2595 AA The Hague, the Netherlands
Headquarter: 2, place du Champ de Mars 2/1, 1050 Brussels, Belgium
E: info.mopoli@mopoli.nl
W: www.mopoli.nl
The Hague/Brussels, 23
rd
August 2023
The Management Board
- Hubert Fabri
- François Fabri
4
CONTENTS
1.
Management board report ..................................................................................................................................... 5
1.1.
Business activities ........................................................................................................................................ 5
1.2.
Composition of the Management Board ...................................................................................................... 5
1.3.
Composition of the Supervisory Board ........................................................................................................ 6
1.4.
Business performance .................................................................................................................................. 6
1.5.
Dividend and dividend policy ...................................................................................................................... 7
1.6.
Outlook ........................................................................................................................................................ 7
1.7.
Risk management ......................................................................................................................................... 7
1.8.
Statements of the Management Board.......................................................................................................... 9
1.9.
Governance ................................................................................................................................................ 10
1.9.1.
Dutch corporate governance code ........................................................................................................ 10
1.9.2.
Board structure ..................................................................................................................................... 10
1.9.3.
Diversity ................................................................................................................................................. 11
1.9.4.
Related party transactions .................................................................................................................... 11
1.9.5.
Takeover Directive ................................................................................................................................ 11
1.9.6.
Social and environmental responsibility .............................................................................................. 14
2. Supervisory Board report ..................................................................................................................................... 15
2.1
Report of the Supervisory Board and its committees ................................................................................. 15
2.2.
Remuneration Report (article 2:135b of the Dutch Civil Code)................................................................. 17
3.
Events after the balance sheet date ..................................................................................................................... 19
4.
Financial Statements ........................................................................................................................................... 20
4.1. Statement of financial position ......................................................................................................................... 20
4.2. Statement of comprehensive income ................................................................................................................ 22
4.3. Statement of cash flows .................................................................................................................................... 23
4.4. Statement of changes in equity ......................................................................................................................... 24
4.5. Notes to the Financial Statements ..................................................................................................................... 25
5. Other Information ................................................................................................................................................ 46
5.1. Voting rights ..................................................................................................................................................... 46
5.2. Statutory Provisions Concerning The Distribution of Profit ............................................................................. 46
5.3. Independent Auditor’s Report .......................................................................... Error! Bookmark not defined.
5
1. Management board report
1.1. Business activities
Palmboomen Cultuur Maatschappij Mopoli (Palmeraies De Mopoli) N.V. (hereafter referred to as
Mopoli or the Company) is a public limited company governed by Dutch law, subject to all
legislative texts applicable to commercial companies in the Netherlands. It is registered at the
Dutch Chamber of Commerce under number 27035538.
Mopoli is a company investing in agro industry projects. Currently, it only grants loans to related
companies. As at 30
th
June 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 10
th
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 30
th
June 2022, however
the availability of shares is limited. No shares were purchased this financial year. As at 30
th
June
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.
1.2. Composition of the Management Board
Management Board members are appointed, dismissed or suspended by the General Meeting of
shareholders. They are appointed for a mandate of four years. They can be reappointed.
The Management Board remains unchanged during the financial year 2021/2022 compared to
2020/2021.
The Management Board is composed as follows at the end of the reporting period:
Name First nomination End of mandate
Hubert Fabri AGM 1998 AGM 2024
François Fabri AGM 2020 AGM 2024
6
1.3. Composition of the Supervisory Board
Supervisory Board members are appointed, dismissed or suspended by the General Meeting of
shareholders. They are appointed for a mandate of four years. They can be reappointed.
The Supervisory Board has been implemented by the Annual General Meeting of shareholders
held on 17
th
December 2020.
The Supervisory Board is composed as follows at the end of the reporting period:
Name First nomination End of mandate
Philippe Fabri AGM 2020 AGM 2024
Andrej Bjegovic AGM 2020 AGM 2024
Daniel Haas AGM 2020 AGM 2024
Karim Homsy AGM 2020 AGM 2024
1.4. Business performance
Profit for the period was EUR 0.4 million (EUR 0.3 million in 2020/21), of which:
- financial income and expenses amounting to EUR 1.0 million (EUR 1.0 million in 2020/21);
- administrative costs amounting to EUR 0.5 million (EUR 0.5 million in 2020/21);
The total equity amounts to EUR 56.3 million as at 30
th
June 2022, compared to EUR 55.9 million
as at 30
th
June 2021.
The administrative costs slightly decreased in 2021/2022 compared to 2020/2021, and
correspond mainly to lawyers and experts fees.
The operating cash flow during the year 2021/2022 has been positive, due to the impact of the
interest income from the loans granted and to the decrease of the income tax paid in 2021/2022,
compared to 2020/2021. The investing cash flow is positive, following the net decrease for EUR
1.0 million in loans granted and repaid (compared to an net increase of EUR 0.5 million of loans
granted and repaid during the period 2020/2021). The financing cash flow remains stable in
2021/2022 compared to 2020/2021.
As at 30
th
June 2022, the Company is highly solvent as equity far exceeds the Company's
liabilities. Furthermore, the liquidity position of the Company is high and has proven to be stable.
This allows the Company to look cautiously for new investment of loan opportunities. As such,
the Company does not expect any need to obtain external financing in the coming year.
All funds are deposit to ING Bank. The creditworthiness of the bank is verified through the
evaluations of credit rating agencies.
7
1.5. Dividend and dividend policy
The Company will propose to pay a dividend of EUR 2 million to the holders of common shares
and founder shares over the financial year 2021/2022 in addition to the 7% (EUR 3,000) to the
holders of preference shares on the paid-up amount of their preference shares.
The dividend policy aims for the continuity of the distribution of dividends to the preference shares
and a dividend at least equal to EUR 2 million for the other shares.
1.6. Outlook
Environment and climate change
The Company considered the potential impact of the climate change, which may affect positively
and negatively the Company's financial performance.
The effects of the climate change on the Company's financial statements in future years remain
uncertain. The Management Board considered various documentation in its assessment of the
impact, such as the last Intergovernmental Panel on Climate Change (IPCC) reports.
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.
1.7. Risk management
Line of guidance
The purpose of the Company is the exploitation of palm oil and rubber oil, either directly or
indirectly. This is a sector 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.
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.
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Market risk
There is no direct market risk since the only activity on 30
th
June 2022 is the cash loan to Socfinaf
and Afico. However, the fair value of loans may fluctuate depending on the market.
Credit risk
In 2014, Mopoli entered into a loan agreement with the company Socfinaf. The Management
Board considers this loan agreement has a limited credit risk since Socfinaf is a listed company
with a low debt ratio. Funds are advanced in the context of new investments and a portion of the
loan was already repaid as at 30
th
June 2022.
In 2016, a loan was granted to Afico. This loan has a limited credit risk since the Company has a
low debt ratio and a high profitability ratio.
The Company established a provision table based on its historical credit loss experience, adjusted
for prospective factors specific to the debtors and the economic environment. This leads to the
estimation of the expected credit loss as required by IFRS 9. The carrying amount of the asset is
reduced through the use of a provision account and the amount of the loss is recognised in the
income statement. Due to the low debt ratio of Afico and Socfinaf, the Management Board
assessed that the credit risk is very limited and that the expected credit loss is EUR nill for the
loans granted (compared to EUR nill for the 2020/2021 period). See also note 2 and 10 of the
financial statements.
This being said, an uncontrollable factor is the market prices of the raw materials sold by the
companies. An important and lasting drop in those prices could affect the companies' ability to
service the debt, but Socfinaf's and Afico's have a presence in different geographical markets
reducing their exposure to market price risk.
Liquidity risk
Prudent liquidity risk management implies maintaining cash available for investment
opportunities. Mopoli manages cash and short-term deposits according to the needs. Mopoli has
limited liquidity risk over the 2021/2022 period.
Hedging of risks
The policy of the Company is not to hedge any of the aforementioned risks.
Modifications
No significant changes are expected to be made to the risk management system.
Climate change risk
The Company considered the potential impact of the climate change, which may impact financial
instruments and cash deposits.
The effects of the climate change on the Company's financial statements as in future years remain
uncertain. 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.
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1.8. Statements of the Management Board
In control statement
With reference to section 5:25c DFSA and best practice provision 1.4.3 of the Dutch Corporate
Governance Code, the Management Board states that, to the best of its knowledge:
- a self-assessment and monitoring is made to review and monitor compliance with Internal
Control over Financial Reporting. Therefore, the Management Board report provides sufficient
insights in the effectiveness of the internal risk management and control systems;
- such aforementioned process provides reasonable assurance that the financial reporting does
not contain any material inaccuracies;
- based on the current beneficial state of activities and note 1.E of the Financial Statements, it
is justified that the Financial Statements have been prepared on a going concern basis;
- this Management Board report states those material risks and uncertainties that are relevant
to the expectation of the Company’s continuity for the period of 12 months after the date this
Management Board report was prepared.
Responsibility statement
The Management Board states that, to the best of its knowledge:
- the Management Board report provides a fair view 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.
- 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 give a true and fair view of
the assets, liabilities, financial position and comprehensive income of the Company.
Brussels, 23
rd
August 2023
The Management Board
Mr Hubert FABRI, President
Mr François FABRI, Director
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1.9. Governance
1.9.1. Dutch corporate governance code
The Dutch corporate governance code contains principles and best practice provisions on the
governance of listed companies and their accountability to their shareholders on this topic. In
December 2016 and in December 2022, a revised version of the code was published (the "Code").
The Code was designated as the new corporate governance code by Decree on 7
th
September
2017 and entered into force as from the financial year 2017.
Following the Annual General Meeting relating to the 2019/2020 financial year, new Management
and Supervisory Board members had been nominated for appointment, and new policies
complying with the Code had been set up.
Exceptions to the compliance with the code:
1.3 Internal audit function
In the absence of an internal audit department, this function is under the responsibility of the
Management Board.
Adequate control measures are implemented in relation to the operations and size of the
Company without specific written plan or report.
1.5 Role of the Supervisory Board (Audit Committee) and 2.3.5 Committee reports
Mr Andrej Bjegovic is the president and only member of the Audit Committee. There is therefore
no formal meeting and no Audit Committee report.
2.2.6 Evaluation of the Supervisory Board and 2.2.7 Evaluation of the Management Board
Given the recent establishment of the Supervisory Board, no formal evaluation took place during
the financial year 2021/2022. The members of the Supervisory Board and the Management Board
carried out continuous evaluations.
2.4.4 Attendance at Supervisory Board meetings
As the members of the Supervisory Board did not formally convene in 2021/2022, the Company
does not comply with this best practice provision. However, the members collectively and
individually interacted with other members and with the members of the Management Board
outside the formal Supervisory Board meetings.
1.9.2. Board structure
Mopoli has a two-tier board structure, consisting of a Management Board and a Supervisory
Board.
The Management Board is the executive body and is entrusted with the management of the
Company’s group and responsible for the continuity, the goals, objectives, long-term value
creation strategy, policies and results of Mopoli.
The Supervisory Board, established at the last General Meeting, supervises and advises the
Management Board on the policies, management and the general affairs of Mopoli.
The Supervisory Board has one committee, the Audit Committee.
Mr Andrej Bjegovic is the president and only member of the Audit Committee.
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1.9.3. Diversity
Mopoli values diversity and inclusion in all areas of its organisation. Currently Mopoli does not
meet the gender diversity targets of one-third for either the Supervisory Board or the Management
Board.
The Management Board and the Supervisory Board currently consist of only male members.
Although the Management Board and Supervisory Board were appointed during the 2020/2021
period there were no female candidates and therefore the Company did not meet diversity targets.
The Company set up quotas, explained in Article 2 of Mopoli's diversity policy in order to meet a
minimum of 30% male and female representatives by 2024.
In the event of a new appointment in the Management Board or the Supervisory Board arises,
gender diversity will be on the list of criteria, besides other relevant criteria for the specific
vacancy.
1.9.4. Related party transactions
Transactions made with shareholders, Management or Supervisory Board members of the
Company are described in note 9 of the financial statements.
These transactions with related parties have been done at arm’s length and comply with the best
practice provisions 2.7.5. These transactions are described in Note 9 of the Company's financial
statements.
1.9.5. Takeover Directive
In accordance with the Dutch Takeover Directive (Article 10) Decree (Besluit artikel 10
overnamerichtlijn) this section provides information regarding the following matters:
a) The Company's capital structure, the types of shares and related rights and obligations,
and the percentage of the outstanding share capital represented by each type of share
The authorised capital of the Company of EUR 3,080,000.00 consists of 120,000 ordinary
shares with a nominal value of EUR 22.00 each and 1,000 preference shares with a
nominal value of EUR 440.00 each.
The issued and paid-up share capital of EUR 2,244,000.00 is divided as follows:
- 100,000 ordinary shares with a nominal value of EUR 22.00 each (listed on Euronext
Brussels) – 1 vote per share – 98.04% of the total issued share capital - specific
dividend right (see other information of the annual report);
- 100 preference shares with a nominal value of EUR 440.00 each (not listed on the
stock exchange) – 20 votes per share – 1.96% of the total issued share capital -
specific annual dividend right of 7% on the paid-up amount - specific rights according
to points d) and h).
In addition, 2,400 founder’s shares are issued and outstanding with no nominal value
(listed on Euronext Brussels) – no voting right - specific dividend right (see other
information of the annual report).
12
b) Each limitation imposed by the Company on the transfer of shares or depositary receipts
for shares
Not applicable: Mopoli does not impose any limitation on the transfer of shares.
c) Interest held in the Company for which a disclosure obligation exists under Articles 5:34,
5:35 and 5:43 of the Dutch Financial Supervision Act (Wet op het Financieel toezicht)
("DFSA")
The following registrations were reported to the Authority for the Financial Markets
(Autoriteit Financiële Markten):
Shareholders Number of
shares
Percentage
held
Voting
rights
Date of
notification
AFICO
L-1650 Luxembourg
- - - 18-12-2019
Financière Privée Holding SA
L-1650 Luxembourg
89,481* 89.39% 89.59% 18-12-2019
Hubert Fabri
CH-1659 Rougemont
100 0.10% 0.10% 18-12-2019
Total Hubert Fabri 89,581 89.49% 89.69% 18-12-2019
* 79,405 ordinary shares and 100 preference shares
d) Special controlling rights attached to shares and the names of the party entitled thereto
With the exception of the resolutions to appoint a Management Board member and to
adopt the annual accounts, all resolutions of the General Meeting require the approval of
the meeting of holders of preference shares. To the extent the approval is requested in
view of a proposal to resolve to dissolve the Company, the approval should be obtained
prior to the adoption of the resolution by the General Meeting. As mentioned in point c),
the preferred shares are indirectly held by Hubert Fabri.
e) The mechanism of control of an arrangement, that awards rights to employees to purchase
or acquire shares in the capital of the Company or a subsidiary thereof, if such control is
not exercised directly by the employees
Not applicable: the Company does not have an employee share participation plan nor an
employee share option plan.
f) Restrictions on the exercise of voting rights, terms for exercising voting rights and the
issuance, with cooperation of the Company, of depositary receipts for shares.
The founder shares have no voting rights.
There are no depositary receipts issued with the cooperation of the Company. There are
no limitations on the exercising of voting rights, the periods involved therewith and the
issuance of depositary receipts.
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g) Each agreement with a shareholder, to the extent known to the Company, that may limit
(i) the transfer of shares or depositary receipts for shares or (ii) voting rights
Not applicable: the Company is not aware of any agreement with a shareholder, that may
result in a restriction in the transfer of shares or depositary receipts for shares issued with
the cooperation of the Company or in a limitation of voting rights.
h) The provisions on the appointment and dismissal of Management and Supervisory Board
members and the amendment of the Company's articles of association
The Management Board members and the Supervisory Board members shall be
appointed by the General Meeting on the recommendation of the meeting of the holders
of preference shares. The General Meeting may pass a resolution to amend the articles
of association with a majority of two thirds of the votes cast in a meeting in which at least
half of the issued capital is present or represented.
i) The authorities of the Management Board, in particular in relation to the issuance of shares
in the capital of the Company and the acquisition by the Company of shares in its own
capital
A decision to issue shares may only be taken by the General Meeting of shareholders.
The Management Board may only acquire shares in its own capital if the General Meeting
has authorised the Management Board to do so. Such authorisation will be valid for a
period not exceeding eighteen months. The General Meeting must determine in the
authorisation the number of shares which may be acquired, the manner in which they may
be acquired and the limits within which the price must be set.
By resolution of 17
th
December 2020, the General Meeting of shareholders authorised the
Management Board for a period of 18 months as from 17
th
December 2020, to repurchase
up to 10% of the issued share capital with due observance of article 2:98 of the Dutch Civil
Code. As at 30
th
June 2022, the Company holds 5,904 ordinary shares and 219 founder's
shares.
j) Important agreements to which the Company is a party and which can be executed,
amended or terminated subject to a change of control of the Company following a public
bid as referred to in Article 5:70 DFSA, including the effects of such agreements, unless
the agreements or effects thereof are such that disclosure may prejudice the Company.
Not applicable: there are no agreements with Mopoli that contain change of control
provisions.
k) Each agreement of the Company with a board member or employee that relates to a
payment upon the termination of employment as a result of a public bid as referred to in
Article 5:70 DFSA.
Not applicable: there are no agreements with board members or employees that provide
for remuneration upon termination of employment as a result of a public bid.
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1.9.6. Social and environmental responsibility
Mopoli’s values are very much linked to that of the company Société Financière des Caoutchoucs
S.A. ("Socfin") and its subsidiaries (the "Socfin Group"). Mopoli adheres to and supports Socfin’s
code of conduct as well as its sustainability commitments. Socfin's commitments and
sustainability report are available on Socfin's website (www.socfin.com).
As Afico is a small administrative company, its activity and its code of conduct has no material
impact on Mopoli's code of conduct.
15
2. Supervisory Board report
2.1 Report of the Supervisory Board and its committees
Monitoring and consultation with the Management Board
In 2021/2022, the Supervisory Board exercised its duties as required by law and the Statutes.
The Supervisory Board also regularly monitored the Management Board and provided advice on
the Company’s strategic development and important individual measures, about which the
Supervisory Board was regularly informed by the members of the Management Board.
Regular topics of discussion were the management of loans and the development of the
Company's activity.
The members of the Supervisory Board and the members of the Management Board were in
regular contact outside of Supervisory Board meetings.
Supervisory Board meetings
In 2021/2022, the members of the Supervisory Board did not formally convene.
However, the members of the Supervisory Board collectively and individually interacted with
members of the Management Board outside the formal Supervisory Board meetings.
The members of the Supervisory Board and the members of the Management Board met regularly
for discussions about the Company’s progress.
The members of the Supervisory Board devoted sufficient time to engage in their supervisory
responsibilities.
Supervisory Board composition
Name Philippe Fabri Daniel Haas Andrej Bjegovic Karim Homsy
Gender
male male male male
Year of birth
1988
1963
1988
1988
Nationality
Belgian Belgian French Belgian
Initial appointment date
2020
2020
2020
2020
End of current term
2024 2024 2024 2024
Role
Member
Member
Chairman
Vice-chairman
Independent
no no yes yes
Other positions
Executive
Director of Socfin
Director of
Socfinaf and
Socfinasia
Permanent
representative of
Safa on the
board of
Safacam
Financial
Director of Socfin
16
2 members of the Supervisory Board are not considered independent, as they are employees or
members of the Management board of Socfin, a company considered as an associated company
with Mopoli.
Independence and efficiency review
An important aspect of good corporate governance is the independence of Supervisory Board
members and their freedom from conflicts of interest.
The Supervisory Board based the assessment of the independence of its members on the
recommendations of the Dutch Corporate Governance Code. The independence criteria are
described in Article 4 of the Supervisory board rules, based on best practice provision 2.1.7 and
2.1.9 of the Dutch Corporate Governance Code.
According to the Supervisory Board’s assessment:
- 2 of the 4 members of the Supervisory Board are considered to be independent, as the
criteria of dependence, described in article 4 of the Supervisory board rules, do not apply
to them.
- 2 of the 4 members of the Supervisory Board are considered to be non independent (MM.
Philippe Fabri and Daniel Haas), as the criteria of dependence of the Supervisory board
rules apply to them.
The Company therefore does not comply with best practice provision 2.1.7ii which states that the
total number of supervisory board members to whom the criteria referred to in best practice
provision 2.1.8 are applicable should account for less than half of the total number of supervisory
board members.
The Supervisory Board does not see any indications that the Supervisory Board role is not
performed completely independently. In cases where Supervisory Board members hold
supervisory or management positions at companies with which Mopoli has business relations, we
see no impairment of their independence.
The Supervisory Board reviews the efficiency of its activities every year in the form of a self-
assessment.
The Supervisory Board conducted a discussion between its members regarding the cooperation
within the Supervisory Board and cooperation with the Management Board. Overall, its members
rated the Supervisory Board’s activity as efficient and appropriate.
Committees and Internal Audit
The Supervisory Board has one committee, the Audit Committee.
Mr Andrej Bjegovic is the president and only member of the Audit Committee, he has relevant
competence in the sector in which Mopoly is operating, also relevant competence in auditing and
accounting. Mr Bjegovic being the only member of the Audit Committee, there is therefore no
formal meeting.
The Audit Committee is responsible for all the recommendations of the Dutch Corporate
Governance Code.
Important tasks include providing recommendations to the Management Board on accounting
issues and monitoring the financial reporting process, the internal auditing system and its
efficiency.
17
In application of the Audit Committee rules, the Audit Committee shall also provide the
Supervisory Board with a report of its deliberations. This report should include the methods used
to assess the effectiveness of the internal risk management system, of the internal and external
audit processes, material considerations regarding financial reporting and the way material risks
and uncertainties have been analysed and discussed.
With regard to Internal Audit, adequate control measures are implemented in relation to the
operations and size of the Company. Therefore, the current internal control system is efficient.
Dutch Corporate Governance Code
The information and exceptions linked to the corporate governance statement are integrated in
point 1.9.1 of the Management Board report.
Financial Statements 2021/2022
The financial statements of the Company for 2021/2022, as presented by the Management Board,
have been audited by Ernst & Young Accountants LLP, the independent external auditor
appointed by the General Meeting of shareholders.
These financial statements have been approved by the Management Board.
The Management Board recommend to shareholders that they adopt the 2021/2022 financial
statements, and that they adopt the proposal of the Management Board to make a distribution of
EUR 2 million to the holders of common shares and founder shares, against the net income during
the 2021/2022 period.
Related party transactions
The Supervisory Board became aware of the transactions made with shareholders, Management
or Supervisory Board members of the Company described in note 9 to the financial statements
and has approved them.
2.2. Remuneration Report (article 2:135b of the Dutch Civil Code)
The remuneration of the Management Board members and the Supervisory Board members is
regulated by the Remuneration Policy.
The Remuneration Policy has been adopted by the General Meeting of 17
th
December, 2020 (by
100% of the vote) and is available on the website of the Company, in line with article 2:135a of
the Dutch civil code.
The Remuneration Policy was directly and fully implemented after its adoption. It supports
improving the Company’s overall performance and enhancing the long-term value of the
Company by attracting and retaining qualified talent to perform the Supervisory Board’s duties
acting in accordance with the interests of the Company and its stakeholders. The Annual General
Meeting, relating to the financial year 2020/2021 approved the remuneration report presented
during the meeting.
As Mopoli has no employees, there is no internal pay ratio included in the Remuneration report.
18
The Supervisory Board dependent members did not receive any remuneration for the work they
performed during the financial year 2021/2022 (no remuneration during the financial year
2020/2021).
The independent Supervisory Board members (M. Andrej Bjegovic and Mr Karim Homsy)
received a remuneration of EUR 5,000 for the work performed during the financial year
2021/2022, compared to a remuneration of EUR 5,000 during the financial year 2020/2021.
The Audit Committee member (Mr Andrej Bjegovic) received a remuneration of EUR 5,000 for the
work they performed during the financial year 2021/2022, compared to a remuneration of EUR
5,000 during the previous period.
In € ‘000 2017/18 2018/19 2019/20 2020/21 2021/22
Management Board Remuneration
0 0 0 0 0
Supervisory Board Remuneration
none none none 10 10
Audit Committee
none none none 5 5
The Remuneration Policy only allows a fixed fee to the independent members of the Supervisory
Board. The non-independent members of the Management Board and the Supervisory Board did
not receive any remuneration for the work they performed during the financial year 2021/2022, in
compliance with the Remuneration Policy.
As the financial performance of the Company remains stable over the years, no scenario analyses
have been considered in the Remuneration Report.
19
3. Events after the balance sheet date
Late filing of annual financial reporting
On 22
nd
March 2023, the Dutch Authority for the Financial Markets (AFM) has sent a request to
the Management Board of Mopoli, as the annual financial reporting for the period 2021/2022 had
not been published and filed within deadlines, with a reminder of the legal obligation to publish
and file the annual financial reporting within four months after the end of a financial year, in order
to ensure market transparency. Following the Company's proposal, the AFM did not accept the
unaudited financial statements included in the Annual Report 2021/2022 as a valid version of the
Company's annual financial reporting.
The Management Board will continue to work closely with the AFM, in order to publish and file its
annual financial reporting within the legal time frame.
20
4. Financial Statements
4.1. Statement of financial position
(before appropriation of profit/loss)
As at 30
th
June 2022
(in thousands of euro)
Notes
30
th
June 2022
30
th
June 2021
NON-CURRENT ASSETS
8,500
-
I.
Other receivables
2
8,500
-
CURRENT ASSETS
47,884
56,009
II. Other receivables 2
20,342
29,882
III.
Other current assets
3
4
IV. Cash and short-term deposits
3
27,539
26,123
TOTAL ASSETS
56,384
56,009
21
EQUITY AND LIABILITIES
(before appropriation of profit/loss)
(in thousands of euro)
Notes
30
th
June 2022
30
th
June 2021
EQUITY
56,274
55,886
I. Share capital 4
2,244
2,244
II. Statutory reserves 4
301
301
III.
Available reserves
4
523
523
IV.
Result of the year
4
391
340
V. Retained earnings 4
56,189
55,852
VI.
Treasury Shares
4
-3,374
-3,374
CURRENT LIABILITIES
110
123
VII.
Trade and other payables
5
110
123
VIII. Other current liabilities
-
-
TOTAL EQUITY AND LIABILITIES
56,384
56,009