31 March 20XX	Financial report 20XX-1 VIPER B.V.

Contents

Directors’ report	3

Financial Statements	4

Balance sheet as at 31 December 20XX-1	5

Income statement for the year ended 31 December 20XX-1	6

Notes to the balance sheet and income statement	7

Directors’ report

Financial Statements

Balance sheet as at 31 December 20XX-1

(Before appropriation of result)

Assets	31 December 20XX-1	31 December 20XX-2
(x 1,000)	Note	€	€	€	€

Fixed assets
Intangible fixed assets	6.	720	360
Tangible fixed assets	7.	1.635	1.030
2.355	1.390
Current assets
Inventories	8.	4.500	4.940
Trade and other receivables	9.	4.070	3.420
Cash and cash equivalents	10.	3.890	1.590
12.460	9.950
14.815	11.240

Liabilities	31 December 20XX-1	31 December 20XX-2
(x 1,000)	Note	€	€	€	€

Equity
Equity capital	5.735	6.580
5.735	6.580
Provisions	11.	1.100	0
Non-current liabilities	12.	4.000	4.000
Current liabilities	13.	3.980	660
14.815	11.240

Income statement for the year ended
31 December 20XX-1

20XX-1	20XX-2
(x 1,000)	Note	€	€	€	€
Sale of goods	15.	41.320	34.890
Cost of sales	(37.500)	(30.360)
Gross profit/(loss) *)	3.820	4.530
Personnel expenses	16.	(2.140)	(1.040)
Depreciation and amortization	17.	(327)	(140)
Operating expenses	(2.430)	(1.860)
Total costs	(4.897)	(3.040)
Operating profit/(loss)	(1.077)	1.470
Financial income	18.	210	10
Financial expense	18.	0	0
Result before tax	(867)	1.480
Tax on result	19.	217	(370)
Result after tax	(650)	1.110
Result after tax	(650)	1.110

Notes to the balance sheet and income statement

General notes
Activities
The activities of VIPER B.V. consist mainly of:
the trade in electronic goods and computer components;
Services in the area of installation, service contracts and availability of service contracts.
Sales take place both domestically and internationally via the website, whereby the Netherlands is the most important market.
Registered office, legal form and registration number at the chamber of commerce
The registered and actual address of VIPER B.V. is Marconistraat 16, 3029 AK in Rotterdam and is registered at the chamber of commerce under number 810836758.

Judgments, estimates and uncertainties
In applying the principles and policies for drawing up the financial statements, the directors of VIPER B.V. make different estimates and judgments that may be essential to the amounts disclosed in the financial statements. If it is necessary in order to provide the true and fair view required under Book 2, article 362, paragraph 1, the nature of these estimates and judgments, including assumptions related to the uncertainties, is disclosed in the notes to the relevant financial statement items.

Related parties
All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be a related party. Entities which can control the Company are considered to be a related party as well. In addition, statutory directors, other key management of VIPER B.V. and close relatives are regarded as related parties.
Transactions with related parties are disclosed in the notes insofar as they are not transacted under normal market conditions. The nature, extent and other information is disclosed if this is necessary in order to provide the required insight.

General policies

General
The financial statements are drawn up in accordance with the provisions of Title 9, Book 2 of the Dutch Civil Code and the firm pronouncements in the Dutch Accounting Standards, as published by the Dutch Accounting Standards Board (‘Raad voor de Jaarverslaggeving’).
Assets and liabilities are generally valued at historical cost, production cost or at fair value at the time of acquisition. If no specific valuation principle has been stated, valuation is at historical cost. In the balance sheet, income statement and the cash flow statement, references are made to the notes.

Comparison with previous year
The valuation principles and method of determining the result are the same as those used in the previous year, with the exception of the changes in accounting policies as set out in the relevant sections.
Foreign currency
Functional currency
The financial statements are presented in euros, which is the functional and presentation currency of VIPER B.V.
Transactions, receivables and liabilities
Transactions in foreign currencies are stated in the financial statements at the exchange rate of the functional currency on the transaction date.
Monetary assets and liabilities in foreign currencies are converted to the closing rate of the functional currency on the balance sheet date. The translation differences resulting from settlement and conversion are credited or charged to the income statement, unless hedge-accounting is applied.
Non-monetary assets valued at historical cost in a foreign currency are converted at the exchange rate on the transaction date.
Non-monetary assets valued at fair value in a foreign currency are converted at the exchange rate on the date on which the fair value was determined.

Leasing
Financial leasing
The company leases some of the machinery, whereby it retains substantially all the risks and rewards of ownership of these assets. These assets are recognised on the balance sheet upon commencement of the lease contract at the lower of the fair value of the asset or the discounted value of the minimum lease payments. The lease instalments to be paid are divided into a repayment and an interest portion, using the annuity method. The liabilities under the lease, excluding the interest payments, are included under long-term debts. The interest component is included in the income statement for the duration of the contract on the basis of a fixed interest percentage of the average remaining redemption component. The assets are depreciated over the remaining economic life or, if shorter, the duration of the contract.

Operational leasing
The company may have lease contracts whereby a large part of the risks and rewards associated with ownership are not for the benefit of nor incurred by the company. The lease contracts are recognised as operational leasing. Lease payments are recorded on a straight-line basis, taking into account reimbursements received from the lessor, in the income statement for the duration of the contract.
Financial instruments
Securities included in financial and current assets are stated at fair value, if these are related to securities held for trading or if they relate to equity instruments not held for trading, as well as derivatives of which the underlying object is listed on a stock exchange. All other on-balance financial instruments are carried at (amortised) cost.
Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction. If no fair value can be readily and reliably established, fair value is approximated by deriving it from the fair value of components or of a comparable financial instrument, or by approximating fair value using valuation models and valuation techniques. Valuation techniques include using recent arm’s length market transactions between knowledgeable, willing parties, if available, reference to the current fair value of another instrument that is substantially the same, discounted cash flow analysis and/or option pricing models, making allowance for entity-specific inputs.
Derivatives are initially recognised in the balance sheet at fair value, the subsequent valuation of derivative financial instruments depends on whether or not the instrument is quoted in an open market. If the underlying object of the derivative financial instrument is listed on a stock exchange, it is valued at fair value. If the object is not quoted in an open market, it will be stated at cost or current value, if lower. Recognition of changes in the value of a derivative financial instrument is dependent on whether or not the instrument is designated as a hedging instrument to which hedge accounting is applied.
VIPER B.V. does not apply hedge accounting.

Accounting policies applied to the valuation of assets and liabilities
Intangible fixed assets
Intangible fixed assets are stated at historical cost less amortisation. Impairments are taken into consideration; this is relevant in the event that the carrying amount of the asset (or of the cash-generating unit to which the asset belongs) is higher than its realisable value.
With regard to the determination as to whether an intangible fixed asset is subject to an impairment, please refer to note 3.5 “Impairment of fixed assets”.

Development costs
Expenditure on development projects is capitalised as part of the production cost if it is likely from both a commercial and technical perspective that the project will be successful (i.e.: if it is likely that economic benefits will be realised) and the cost can be determined reliably. A legal reserve has been recognised within equity with regard to the recognised development costs for the capitalised amount. The amortisation of capitalised development costs commences at the time when the commercial production starts and takes place over the expected future useful life of the asset. Research costs are recognised in the income statement.
Concessions, licenses and intellectual property
Costs of intangible assets other than those internally generated, including patents and licences, are valued at acquisition cost and amortised on a straight-line basis over their estimated future useful lives, with a maximum of 20 years.
Goodwill
Goodwill resulting from acquisitions and calculated in accordance with section "Acquisition and disposal of group companies" is capitalised and amortised on a straight-line basis over the estimated economic life.

Negative goodwill is released in the income statement to the extent that charges and losses occur, where it is taken into account in the allocation of the acquisition and these charges and losses can be measured reliably. If expected charges and losses have not been taken into account, the negative goodwill is released based on the weighted average of the remaining life of the acquired amortisable assets. Insofar as the negative goodwill exceeds the fair value of the non-monetary assets identified, the surplus is recognised directly in the income statement.
Tangible fixed assets
Land and buildings are valued at historical cost plus additional costs or production cost less straight-line depreciation based on the expected useful life. Land is not depreciated. Impairments expected on the balance sheet date are taken into account. With regard to the determination as to whether a tangible fixed asset is subject to an impairment, please refer to the relevant section.
Other tangible fixed assets are valued at historical cost or production cost including directly attributable costs, less straight-line depreciation based on the expected future life and impairments.

Subsidies on investments will be deducted from the historical cost price or production cost of the assets to which the subsidies relate.
For obligations to restore the asset after use (dismantling cost), a provision is recognised for the expected amount at the time of capitalisation. This amount is recognised as part of the carrying amount of the asset against which a provision is recognised for the full amount.
If land was purchased with buildings with the intention to demolish or remove these buildings and to construct new buildings any carrying amount of the buildings and any demolition costs should be included in the acquisition price of the land.
A provision for major maintenance has been created for the future costs of major maintenance to the buildings. The addition to the provision is determined based on the expected amount of the maintenance work and the intervals between the times when major maintenance work is carried out.

Other receivables
Other receivables presented under financial assets include issued loans and other receivables as well as purchased loans that will be held to their maturity date. These receivables are initially measured at fair value and subsequently carried at amortised cost. If loans are issued at a discount or premium, the discount or premium is recognised through profit or loss over the maturities of the loans using the effective interest method. Transaction costs are included in the initial valuation and recognised through profit or loss as part of the effective interest method as well. Impairment losses are deducted from amortised cost and expensed in the income statement.

Impairment of fixed assets
On each balance sheet date, the company assesses whether there are any indications that a fixed asset may be subject to impairment. If there are such indications, the realisable value of the asset is determined. If it is not possible to determine the realisable value of the individual asset, the realisable value of the cash-generating unit to which the asset belongs is determined. An impairment occurs when the carrying amount of an asset is higher than the realisable value; the realisable value is the higher of the fair value less cost to sell and the value in use. An impairment loss is directly recognised in the income statement while the carrying amount of the asset concerned is concurrently reduced.
The realisable value is initially based on a binding sale agreement; if there is no such agreement, the realisable value is determined based on the active market, whereby usually the prevailing bid price is taken as market price. The costs deducted in determining net realizable value are based on the estimated costs that are directly attributable to the sale and are necessary to realize the sale. For the determination of the value in use, an estimate is made of the future net cash flows in the event of continued use of the asset/cash-generating unit; these cash flows are discounted, to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.
If it is established that an impairment that was recognised in the past no longer exists or has reduced, the increased carrying amount of the asset concerned is set no higher than the carrying amount that would have been determined if no impairment value adjustment for the asset concerned had been reported. An impairment of goodwill cannot be reversed.
The Company assesses at each balance sheet date whether there is objective evidence that a financial asset or a group of financial assets is impaired. If any such evidence exists, the impairment loss is determined and recognised in the income statement
The amount of an impairment loss incurred on financial assets stated at amortised cost is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate (i.e. the effective interest rate computed at initial recognition). If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss shall be reversed. The reversal shall not result in a carrying amount of the financial asset that exceeds what the amortised cost would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal shall be recognised through profit or loss.
If an impairment loss has been incurred on an investment in an equity instrument carried at cost, the amount of the impairment loss is measured as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. The impairment loss shall be reversed only if the evidence of impairment is objectively shown to have been removed.

Inventories
Inventories for own use and sales
Inventories (stocks) are valued at historical price or production cost based on the FIFO method (first in, first out) or lower realisable value.

The historical cost or production cost consists of all costs relating to the acquisition or production and the costs incurred in order to bring the inventories to their current location and current condition. The production cost includes direct labour and fixed and variable production overheads, taking into account the costs of the operations office, the maintenance department and internal logistics.
The realisable value is the estimated sales price less directly attributable sales costs. In determining the realisable value, the obsolescence of the inventories is taken into account.

Construction contracts
Construction contracts commissioned by third parties comprises the balance of project costs realised, profit attributed, and if applicable, recognised losses and instalments already invoiced. Construction contracts are separately presented in the balance sheet under current assets. If it shows a credit balance, this will be presented under current liabilities.
Expenditure relating to project costs for work not yet performed is recognised under inventories.

Accounts receivable
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost. If payment of the receivable is postponed under an extended payment deadline, fair value is measured on the basis of the discounted value of the expected revenues. Interest gains are recognised using the effective interest method. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables.

Cash at banks and in hand
Cash at banks and in hand represent cash in hand, bank balances and deposits with terms of less than twelve months. Overdrafts at banks are recognised as part of debts to lending institutions under current liabilities. Cash at banks and in hand is carried at nominal value.
Equity
When VIPER B.V. purchases treasury shares, the consideration paid is deducted from equity (other reserves) or any other reserve if the articles of association allow so) until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received is included in equity (other reserves or any other reserve). The consideration received will be added to the reserve from which earlier the purchase price has been deducted.
Incremental costs directly attributable to the purchase, sale and/or issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.

Provisions
General
Provisions are recognised for legally enforceable or constructive obligations that exist at the balance sheet date, and for which it is probable that an outflow of resources will be required and a reliable estimate can be made.
Provisions are measured at the best estimate of the amount that is necessary to settle the obligation as per the balance sheet date. Provisions for pension are valued on the basis of actuarial principles. The other provisions are carried at the nominal value of the expenditure that is expected to be necessary in order to settle the obligation, unless stated otherwise.
If obligations are expected to be reimbursed by a third party, such reimbursement is included as an asset in the balance sheet if it is probable that such reimbursement will be received when the obligation is settled.

Pension provision
Dutch pension schemes

VIPER B.V. has a number of pension schemes to which the provisions of the Dutch Pension Act (‘Pensioenwet’) are applicable. VIPER B.V. pays premiums based on (legal) requirements, a contractual or voluntary basis to pension funds and insurance companies. Premiums are recognised as employee cost when they are due. Prepaid contributions are recognised as deferred assets if these lead to a refund or reduction of future payments. Contributions that are due but have not yet been paid are presented as liabilities.
For existing obligations (other than premiums to be paid) to the pension fund/insurance company or employees a provision is recognised. This provision includes:
the obligation of VIPER B.V. to provide additional payments or recovery premiums due to a low coverage ratio of the pension fund;
additional pension entitlements arising from promised salary increases if a final pay pension is applicable;
unconditional indexation that is not yet funded;
surplus interest or profit sharing which is made available to VIPER B.V. under the conditions of an insurance contract;
disadvantages of individual value transfers at the expense of VIPER B.V.;
obligations to employees that are not insured through a pension fund.
The pension provision is valued at its best estimate. The obligation includes the present value of the expenditures that are probably required to settle. The present value factor is the current interest rate of high-quality corporate bonds. If the obligation is due within a year, the obligation is not discounted. Additions and withdrawals from the pension provision are recognised in the income statement.

Provision for major maintenance of buildings
A provision is recognised for expenditures incurred on major maintenance work on buildings in order to spread these costs over a number of financial years. The addition to the provision is determined based on the expected amount of the maintenance work and the intervals between the times when major maintenance work is carried out.
Provision for associates with negative net asset value

Provision for continued payment of wages during illness
The provision for continued payment of wages during illness is recognised for liabilities existing at the balance sheet date for continued payment of wages in the future to employees who, at the balance sheet date, are expected to be permanently unable to carry out work due to illness or occupational disability. Included in this provision are any possible severance payments due to these employees of the company. The provision for continued payment of wages during illness is recognized at the present value of the expected wage payments during employment.

Non-current liabilities (Long-term debts)
On initial recognition, long-term debts are recognised at fair value. Transaction costs which can be directly attributed to the acquisition of the long-term debts are included in the initial recognition. After initial recognition long-term debts are recognised at the amortised cost price, being the amount received taking into account premiums or discounts and minus transaction costs.
The difference between stated book value and the mature redemption value is accounted for as interest cost in the income statement on the basis of the effective interest rate during the estimated term of the long-term debts.

Current liabilities
On initial recognition, current liabilities are recognised at fair value. After initial recognition current liabilities are recognised at the amortised cost price, being the amount received, taking into account premiums or discounts, less transaction costs. This usually is the nominal value.

Principles for the determination of the result
General
The result is the difference between the realisable value of the goods/services provided and the costs and other charges during the year. The results on transactions are recognised in the year in which they are realised.
Profit or loss is determined taking into account the recognition of unrealised changes in fair value of:
investment property;
securities included in current assets;
derivative financial instruments not designated as hedging instruments.

Revenue recognition

General
Net turnover comprises the income from the supply of goods and services and realised income from construction contracts after deduction of discounts and such like and of taxes levied on the turnover.

Sales of goods
Revenues from the goods supplied are recognised when all significant risks and rewards in respect of the goods have been transferred to the buyer.

Cost of sales
Cost of sales represents the direct and indirect expenses attributable to revenue, purchase expenses related to the goods sold, employee cost, depreciation charges for buildings and equipment, and other operating expenses that are attributable to cost of sales. Goodwill amortisation is also recognised within cost of sales.

Share-based payments
VIPER B.V. operates a share option plan for its managing directors and employees, and a share-based bonus plan for senior management. The value of the employee services received in exchange for the grant of the options is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the options granted, excluding the impact of any non-market performance vesting conditions. Non-market performance vesting conditions are taken into account in determining the number of shares that is expected to vest unconditionally. During the vesting period, the total amount to be expensed is recorded on a straight-line basis in the income statement.
If the granted (options on) shares are settled in shares, the amount is recognised in the income statement and in equity. Receipts from the settlement of vested (options on) shares are added to equity.
When the granted (options on) shares are settled in cash, a liability is recognised instead of equity. At the end of each reporting period, the fair value of the liability is remeasured. Changes in the fair value are recognised in the income statement.

Amortisation of intangible fixed assets and depreciation of tangible fixed assets
Amortisation and depreciation costs are not presented as a separate item in the income statement. These costs have been recognised in other components of the income statement, i.e. cost of sales. For a specification, reference is made to the relevant note.
Intangible assets, including goodwill, are amortised and tangible fixed assets are depreciated over their estimated useful lives as from the moment they are ready for use. Land and investment property are not depreciated.
Future depreciation and amortisation is adjusted if there is a change in estimated future useful life.
Gains and losses from the occasional sale of property, plant or equipment are included in depreciation.

Government subsidies and taxes
Operating subsidies are recorded as income in the income statement in the year in which the subsidised costs were incurred or income was lost or when there was a subsidised operating deficit. Income is recognised when it is probable that it will be received. Subsidies related to investments in tangible fixed assets are deducted from the asset to which they relate and recorded in the income statement as part of the amortisation costs. Government taxes are recorded as expenses at the time all conditions with regard to the applicable government tax have been met.
Financial income and expense
Interest income and interest expenses
Interest income and expenses are recognised on a pro rata basis, taking account of the effective interest rate of the assets and liabilities to which they relate. In accounting for interest expenses, the recognised transaction expenses for loans received are taken into consideration.

Currency translation differences
Currency translation differences arising upon the settlement or conversion of monetary items are recognised in the income statement in the period that they are realised, unless hedge accounting is applied.
Dividends
Dividends to be received from participations and securities not carried at net asset value are recognised as soon as VIPER B.V. has acquired the right to them.

Changes in value of financial instruments recognised at fair value
Changes in the value of the following financial instruments (for which no hedge-accounting is applied) are recognised directly in the income statement:
financial assets and liabilities that are held for trading;
derivatives with an underlying instrument that is quoted in an open market;
equity instruments that are quoted in an open market.
Decreases in value of financial instruments at fair value are recognised through profit or loss. Realised increases in the value of financial instruments at fair value initially recognised in equity are taken through profit or loss when the financial instruments are derecognised.
Income tax
Tax on the result is calculated based on the result before tax in the income statement, taking account of the losses available for set-off from previous financial years (to the extent that they have not already been included in the deferred tax assets) and exempt profit components and after the addition of non-deductible costs. Due account is also taken of changes which occur in the deferred tax assets and deferred tax liabilities in respect of changes in the applicable tax rate.

Financial instruments and risk management

Market risk
Currency risk
VIPER B.V. mainly operates in the European Union. The currency risk for VIPER B.V. largely concerns positions and future transactions in US dollars and pounds sterling. Management has determined, based on a risk assessment, that some of these currency risks need to be hedged. Forward exchange contracts are used for this purpose. Receivables denominated in US dollars are hedged, as are forecasted purchases denominated in pounds sterling, to the extent that it is highly probable that the purchases will occur.
VIPER B.V. also incurs currency risk on the net investment in the UK-based operation. This risk is covered through borrowings denominated in pounds sterling.
Price risk
VIPER B.V. incurs risk regarding the valuation of securities disclosed under financial assets and securities within current assets. The Company manages market risk by stratifying the portfolio and imposing limits.
Interest rate and cash flow risk
VIPER B.V. incurs interest rate risk on interest-bearing receivables (in particular those included in financial assets, securities and cash) and on interest-bearing non-current and current liabilities (including borrowings).
Where floating-interest loans and receivables are concerned, VIPER B.V. incurs risk regarding future cash flows. In addition, VIPER B.V. incurs risk on fixed-interest loans and receivables with respect to the fair value due to changes in the market rate of interest.
No financial derivatives for hedging of the interest rate risk are contracted with regard to the receivables.
VIPER B.V. has contracted interest rate swaps for specific floating-interest liabilities (subordinated loans); consequently, it receives floating interest and pays fixed interest.
Credit risk
VIPER B.V. does not have any significant concentrations of credit risk. Sales are made to customers that meet the Company’s credit rating. Goods and services are sold subject to payment deadlines ranging between eight and 60 days. A different payment period may apply to major supplies, in which case additional securities are demanded, including guarantees.
For banks and financial institutions, only independently rated parties with a minimum rating of ‘A’ are accepted.
VIPER B.V. has issued loans to participants and associates, as well as to shareholders. These counterparties do not have a history of non-performance.
Liquidity risk
VIPER B.V. uses several banks in order to avail itself of a range of overdraft facilities. Where necessary, further securities will be furnished to the bank for available overdraft facilities.

Intangible fixed assets

Software	Warehouse innovation projects	Total
(x 1,000)	€	€	€
Balance as at 1 January 20XX-2
Historical costs	750	110	860
Cumulative impairment losses and amortisation	(460)	(40)	(500)
Book value	290	70	360
Movements
Investments	100	370	470
Amortisation	(90)	(20)	(110)
Balance	10	350	360
Balance as at 31 December 20XX-1
Historical costs	850	480	1.330
Cumulative impairment losses and amortisation	(550)	(60)	(610)
Book value	300	420	720
Amortisation rates	10%	10%

Tangible fixed assets

Land and buildings	Plant, servers and equipment	Vehicles	Computers and office equipment	Total
(x 1,000)	€	€	€	€	€
Balance as at 1 January 20XX-2
Acquisition cost	1.100	657	120	85	1.962
Cumulative impairments and depreciation	(286)	(426)	(23)	(68)	(803)
Book values	814	231	97	17	1.159
Movements
Investments	400	258	0	36	694
Depreciation	(75)	(101)	(24)	(17)	(217)
Balance	325	157	(24)	19	433
Balance as at 31 December 20XX -1
Acquisition costs	1.500	915	120	120	2.655
Cum. impairments and depreciation	(361)	(527)	(47)	(85)	(1.020)
0
Book value	1.139	388	73	35	1.635
Depreciation percentages	5%	12,5%	20%	33%, 25%, 20%

Inventories

31-12-20XX-1	31-12-20XX-2
(x 1,000)	€	€
Finished products and goods for resale	3.500	4.320
Prepayments on inventories	1.000	620
4.500	4.940

Inventories with a book value of € 600.000 are encumbered with an undisclosed pledge as security interest for the credit provision by the lender. See also note 13.1 “Debts to lending institutions”.

No write-down reversals have been applied on finished products.

Receivables

31-12-20XX-1	31-12-20XX-2
Total	Remaining term	Total	Remaining term
> 1 year	> 1 year
(x 1,000)	€	€	€	€
Trade debtors	3.860	120	3.410	90
Taxes and social security contributions	200	0	0	0
Other receivables and accrued income	10	10	10	0
4.070	130	3.420	90

The fair value of the receivables approximates the carrying amount due to their short-term character and the fact that provisions for bad debt are recognised, where necessary.

Trade debtors

31-12-20XX-1	31-12-20XX-2
(x 1,000)	€	€
Trade debtors	4.360	3.780
Less: provision for bad debt	500	360
3.860	3.420

Trade debtors includes receivables for an amount of up to € 120.000 with a remaining maturity of more than one year.

Cash at banks and in hand

Cash at banks and in hand include deposits to the amount of € 30.000.000 with maturities of up to 0 months.

Provisions

The movements in provisions is as follows:

Pension provision	Deferred tax liabilities	Other provisions	Total
(x 1,000)	€	€	€	€
Balance as at 1 January 20XX-1	0	0	0	0
Additions	600	1.300	1.100	1.100
600	1.300	1.100	3.000
Release	500	400	0	900
Withdrawal	100	900	0	1.000
Balance as at 31 December 20XX-1	0	0	1.100	1.100

An amount of € 0 of the provisions can be classified as non-current (longer than one year).

Other provisions

The provision for major maintenance is intended for the coverage of future costs for major maintenance to the company’s buildings and amounts to € 600.000 (20XX-2: € 0) as at the end of the financial year.

Furthermore, a provision has been formed for the liabilities existing on the balance sheet date in respect of future commitments to continue to pay remunerations to personnel who, on the balance sheet date, are not expected to be able to perform work duties because of illness or occupational disability. This provision amounts to € 500.000 (20XX-2: € 0) as at the balance sheet date.

Non-current liabilities

Subordinated loans	Convertible bonds	Debts to credit institutions	Financial lease obligations	Total
(x 1,000)	€	€	€	€
Book value as at 1 January 20XX-1	600	1.400	1.800	200	4.000
New financing	300	600	100	0	1.000
Repayments	(100)	(200)	0	(100)	(400)
Interest accrual/amortization	0	0	200	0	200
Debts acquired on business combination	0	200	100	100	400
Debts disposed of on disposal	0	(400)	(400)	0	(800)
Foreign currency translation differences	0	0	(100)	0	(100)
Other value adjustments	0	(200)	(100)	0	(300)
Book value as at 31 December 20XX-1	800	1.400	1.600	200	4.000
Of which:
Duration <1 year	0	0	0	0	0
Duration ≥1 year≤ 5 years	600	900	1.000	200	2.700
Duration> 5 years	200	500	600	0	1.300
0
800	1.400	1.600	200	4.000

Repayment obligations falling due within 12 months from the end of the financial year, as set out above, are included in current liabilities.

The (average) contractual dates for resetting interest or repayment dates (if earlier) and effective interest rates of the aforementioned non-current liabilities are as follows:

Interest reset date	Repayment date	Effective interest rate
%
Subordinated loans	mm.20XX-1	3
Convertible bond	mm.20XX-1	3
Debts to lending institutions	mm.20XX-1	5
Financial lease obligations	mm.20XX-1	5

All loans are denominated in euros, except for a loan of £ 4.000.000 (€ 4.300.000) which is denominated in pounds sterling.

Convertible bond

This XX-year loan bears an interest of 3% and is redeemable in full on 1 June 20XX+1. On this date, the bonds can be exchanged, at the discretion of the bondholders, for shares.

The convertible bond qualifies as a hybrid financial instrument. The holders’ right to acquire shares in VIPER B.V. is not disclosed separately.

For details on outstanding option rights, please refer to the paragraph 24.1 “Convertible bond”.

Current liabilities

31-12-20XX-1	31-12-20XX-2
(x 1,000)	€	€
Debts to lending institutions	600	200
Repayment obligations on loans	0	0
Financial lease obligations	200	290
Debts to suppliers and trade creditors	1.500	110
Accounts payable to group companies	0	0
Tax and social insurance	400	40
Other liabilities, accruals and deferred income	1.280	10
3.980	660

All current liabilities fall due in less than one year. The fair value of the current liabilities approximates the book value due to their short-term character.

Current liabilities include the repayment obligation on the mortgage loan to bank X for the next 12 months.

Debts to lending institutions

This item is a loan on current account; the maximum of the loan amounts to € 600.000. An undisclosed pledge serves as security on trade debtors and inventories. The interest is variable and amounted to 5% on average in 20XX-1 (20XX-2: 5%).

Tax and social insurance

31-12-20XX-1	31-12-20XX-2
(x 1,000)	€	€
Turnover tax	100	10
Wage tax	100	10
Social security charges	100	10
Corporate income tax	100	10
400	40

Corporate income tax can be broken down as follows:

Total	20XX-1	20XX-2
(x 1,000)	€	€	€
Payable as at 1 January	310	10	300
Payable for financial year	600	300	300
Total	920	320	600
Paid in 20XX-1	810	220	590
Payable as at 31 December	110	100	10

Assets and liabilities not recognised in balance sheet (Contingent liabilities and assets)

Conditional assets and obligations

The group entities are severally and jointly liable to the lending institutions.

VIPER B.V. is partner in V.o.f. Z in Amsterdam and as such in full severally liable for this general partnership’s debts in full.

(Multiyear) financial obligations

Contingent liabilities arising from the purchase of machinery amounts to € 0.

Liabilities in British pounds in respect of the purchase of raw materials and consumables not recognised in the balance sheet amount to € 0. The liabilities are due to expire on 31 December 20XX-1.

Operational leasing

The obligations from operational leases at the end of the reporting period can be specified as follows:

(x 1,000)	€
Obligations to pay:	0
Within one year	0
Between one and five years	0
After five years	0
Total	0

The total of the expected future minimum sub-lease revenue to be received in respect of non-(early) terminable sub-leases amounts to € 0.

During the year under review, the following amounts were recognised in the income statement:

(x 1,000)	€
Minimum lease payments	0
Conditional lease payments	0
Sub-lease revenue	0
Total	0

If the reported lease payments include payments relating to other components of the agreement, the payments including these other components are reported separately.

Liabilities not recognised

VIPER B.V. has received a claim from a customer for incorrectly assembled products. The Company disputes the claim. At present, the customer has initiated legal proceedings. The board is of the opinion that it is not likely that the claim will be accepted and therefore no provision has been recognised. The related legal fees are recognised in the income statement.

Net turnover

20XX-1	20XX-2
(x 1,000)	€	€
The Netherlands	32.400	26.300
Other EU countries	8.100	8.590
Other European countries	620	0
Other countries	200	0
41.320	34.890

The breakdown of revenue by category is as follows:

20XX-1	20XX-2
(x 1,000)	€	€
Trade activities	31.510	26.640
Professional services and consultancy	7.810	4.030
Income from construction contracts on behalf of third parties	2.000	4.220
41.320	34.890

Wages and salaries

20XX-1	20XX-2
(x 1,000)	€	€
Wages and salaries	700	400
Costs with respect to share (option) plans	200	100
Social security charges	230	120
Pension contributions	900	400
Other employee costs	110	20
2.140	1.040

The above employee cost is included in cost of sales, selling expenses and general and administrative expenses, depending on the activities of the employees in question.

To the extent that the costs with respect to share (option) plans relate to directors, the costs are included under Directors’ remuneration.

Amortisation/depreciation and impairment on intangible and tangible fixed assets

Cost of sales, selling expenses and general and administrative expenses include amortisation, depreciation and impairment of assets. These can be broken down as follows:

20XX-1	20XX-2
(x 1,000)	€	€
Amortisation of intangible fixed assets	20	10
Impairment on intangible fixed assets	90	10
Depreciation of tangible fixed assets	260	60
Impairment on tangible fixed assets	0	60
Reversal of impairment on inventories	0	0
370	140

Financial income and expense

20XX-1	20XX-2
(x 1,000)	€	€
Income from fixed asset investments and securities	160	20
Interest and similar income	143,9	0
Revaluation of financial fixed assets and securities under current assets	(40)	0
Interest and similar expenses	(60)	(10)
Exchange differences	6,1	0
210	10

During the financial year, an amount of € 60.000 is capitalised as interest expenses (20XX-2: € 10.000).

Tax on result

The tax on the result, amounting to € 210.000, can be specified as follows:

20XX-1	20XX-2
(x 1,000)	€	€
Result before tax	(867)	1.480
Deferred corporate income tax	(60)	0
Corporate income tax current financial year	(147)	10
Corporate income tax previous financial years	(10)	0
Tax on result	(217)	10
Effective tax rate	25.03%	0.68%
Applicable tax rate	25.03%	0.68%

The applicable tax rate is based on the proportion of the contribution to the result by the group entities and the tax rate applicable in the respective countries.

The effective tax rate deviates from that of the previous year because of relatively high amount of amortisation of goodwill recognised in the income statement.

The applicable tax rate is lower than that of the previous year as a result of the accounting for the results realised in the United Kingdom, where a lower tax rate applies.

The tax effects as a result of the general partnership are for the account of the Group in proportion to the share in the general partnership.

Related parties

The Group has concluded an exclusive licence contract for an advanced computer production process with R B.V. of Zwolle. The licence fees of € 100.000 paid in 20XX-1 are recognised as cost of sales. At 31 December 20XX-1, an amount of € was still outstanding because of rights to be transferred, recognised under current liabilities.

Furthermore, the Group has contracted some advisory services from XYZ Ltd, London (UK) (head of the XYZ group). These advisory services are charged at cost plus no fee. In 20XX-1, the cost of these advisory services amounted to € 0 (20XX-2: € 0).

In addition, VIPER B.V. has issued loans to shareholders, directors and supervisory directors. Reference is made to the note ‘Other receivables and accrued income’. For further information about the remuneration of directors and supervisory directors, reference is made to the note ‘Remuneration of directors and supervisory directors’ in the company financial statements.

Average number of employees

During 20XX-1, 100 employees were employed on a full-time basis (20XX-2: 20). Of these employees, 0 were employed outside the Netherlands (20XX-2: 0).

The average number of employees of proportionally companies was 80 in 20XX-1 (20XX-2: 78).

20XX-1	20XX-2
Production	0	0
Sales	7	5
Support	20	15
Other	73	50
Total number of employees	100	70

Financial instruments

Financial instruments carried at fair value

The table below shows financial instruments stating their fair value and changes in value recognised directly either through the revaluation reserve or through profit or loss, and changes in value charged directly to the freely distributable reserves.

Fair value	Recognised through revaluation reserve	Recognised through profit or loss	Charged to distributable reserves
(x 1,000)	€	€	€	€
Financial fixed assets
Securities	7,2	0	7,2	0
Current assets
Securities	3	0	3	0
Derivative financial instruments
Forward exchange contracts	4	0	4	0
Interest rate swaps	2,1	0	2,1	0

The fair value of listed securities is based on current bid prices. Unlisted securities, as well as derivative financial instruments, are measured using externally calculated valuations, taking account of the term of the contracts and the underlying exchange rates of foreign currencies and relevant market interest rates.

Financial fixed assets

Securities included in financial assets comprise a 17% interest in S B.V. VIPER B.V. does not have significant influence over that company. The fair value of this interest cannot be measured with sufficient reliability within a reasonable period. A fair value would have to be based largely on realised profits and cash flows, for instance by using a profit/earnings ratio or a calculation of net present value, allowing for future discounted cash flows.

Securities

Unlisted securities included in current assets involve among other things outstanding debentures. Their fair value has been determined based on interest rates, periods to maturity and the credit risk incurred by comparable issuing bodies. As a result of acquiring the debentures at a premium above face value, the effective interest rate is 3.0%, i.e. 0.0% lower than the nominal rate.

Derivative financial instruments

Forward exchange contracts are used to hedge US dollar denominated receivables and expected purchases in pounds sterling. The forward exchange contracts consist of several contracts, amounting to €6.100 in the aggregate and maturing no later than six months after the balance sheet date.

In order to hedge expected purchase obligations in pounds sterling, forward exchange contracts have been contracted that mature 12 months after the balance sheet date at the latest in the amount of £ 35.000. The fair value of these contracts is € 4.000 (carrying amount: nil), which is included in the table above.

The interest rate swap involves the mortgage-backed loan of € 2.100. This interest rate swap is used to convert the floating interest rate on this loan into a fixed rate on the basis of EURIBOR + 0.3% (0.3% as at 31 December 20XX-1). The notional and the maturity of the interest rate swap equal the amount and the maturity of the mortgage-backed loan.

If the hedging instrument is subject to an accumulated negative change in value and the hedge relationship is not fully effective, the non-effective part of the change in value is recognised through the income statement. The accumulated changes in the fair value of the derivative financial instruments to which hedge accounting is applied, can be broken down as follows:

Changes in value in effective part of hedge relationship	Changes in value in ineffective part of hedge relationship	Of which through profit and loss
(x 1,000)	€	€	€
Forward exchange contracts	0	0	0
Interest rate swaps	0	0	0
0	0	0

Hedge accounting is not applied.

Share based payments

Share options granted

During the financial year, 5 options were granted, of which 3 to managing directors, 2 to supervisory directors and 0 to other employees.

These options span a period of 5 years and cannot be exercised during the first 2 years. Each option entitles the holder to one ordinary share. The exercise price of each option is € 400. In 20XX-1, 5 share options were issued. The fair value of the options was based on the following elements:

market price;

the option valuation model and the used data;

if and how market conditions have been used in the determination of the fair value.

The related expenses for the Group of € 110.000 are recognised under salaries and wages.

Shares granted

As part of the bonus plan, the supervisory board has approved the granting of shares to the Group’s senior management. These bonus shares are acquired by the Company and passed on to the employees in question. The costs associated with this plan have been determined using the fair value, based on the following elements:

market price;

the option valuation model and the used data;

if and how market conditions have been used in the determination of the fair value.

The costs amount to € 0 and have been charged through profit or loss. Where bonus shares were granted to managing directors, these have been included as part of executive compensation.

Other share options rights

Apart from the share option scheme for employees the Company granted the following option rights.

Convertible bond

VIPER B.V. issued a convertible bond in 20XX-1.

As per XX June 20XX +1, the holders of the convertible bond have the right to convert to ordinary shares for a price of € 10 per share, which could potentially result in the issue of 1.000 ordinary shares. Where the market price is lower than the exercise price, the holders of the convertible bond have the right to redemption of 80 % of the bond against nominal value.

As at 31 December 20XX-1 there are 800 convertible bonds outstanding. There are no changes in these as compared to the prior year.

Should a conversion to shares take place, then 1.000 new ordinary shares in VIPER B.V. will be issued.

Other option rights

Other option rights concern those granted to the owners of an acquired group company. In 20XX-1, 2 of such option rights were granted, each giving right to one ordinary share. The exercise price is € 300 per option. The option term is from 1 June 20XX until 1 June 20XX+2. During 20XX-1, there were no changes in these outstanding option rights compared to the prior year.

Subsequent events

There are no subsequent events.

Proposed appropriation of result

Following the appropriation of result proposed by the board of directors and pursuant to article 0 of the articles of association, an amount of € 0 of the profit for 20XX-1 will be distributed to the holders of preference shares. The proposal for the remaining profit is to add € 0 to the other reserves (or to place the remainder at the disposal of the Annual general Meeting).

It is proposed to distribute the profit of € (650,000) as follows:

(x 1,000)	€
Distribution to holders of preference shares	0
Addition to legal reserves	(300)
Addition to other reserves	(350)
At the disposal of the Annual General Meeting (dividend)	0
Net profit	(650)

Directors’ remuneration

20XX-1	20XX-2
(x 1,000)	€	€
Current and former directors	24.000	18.000
Current and former supervisory directors	21.000	13.000
45.000	31.000

The directors’ remuneration includes periodically paid remuneration, such as salaries, holiday allowance and social premiums, remuneration to be paid after a certain term, such as pensions, allowances on termination of employment, profit sharing, transitional benefits in so far as related to directors, bonus payments and granted shares (refer to note …), to the extent that these items were charged to the Company and all subsidiaries of the Company.

Board of directors	Supervisory Board
E.F.	A.B.