Annual report Option Trading Company N.V. Brussel

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1 Annual report 2014 Option Trading Company N.V. Brussel

2 Table of contents Page 1. Report of the Board 4 2. Financial overview and company information 2.1 Core figures Balance headlines Profit & Loss headlines Other 7 3. Annual accounts 3.1 Balance sheet at 31 December Statement of income and expenses for the year Notes to the financial statements Notes to the balance sheet Notes to the statement of income and expenses Other information 3.1 Audit statement Statutory provision regarding appropriation of Proposal Proposal result 19 2

3 1. Report of the Board 3

4 1.1 Report of the Board Business Developments during the year and outlook The year 2014 was a difficult year for OTC. For the whole year there has been one trader active. Last year we expected to hire a second trader whereby the idea was that the continuity of OTC would be improved. By adding new trading strategies to our business and having our trading team redundant the continuity, and also direct results, should have improved. Unfortunately we eventually decided not to enter into a relationship with the new trader because new insight showed that the strategies didn t work anymore. The financial markets have stabilized with rising prices. Unfortunately the rise in prices was not accompanied with rising volumes. On top of the general market conditions some of our trading strategies ceased to exist. Nearly no new strategies were developed to fill up the gap. The above mentioned developments have drastically changed our outlook on the company s future. Till last year we strongly believed that we could turn OTC in a steady stable profitable trading company. Now we are considering all options whereby terminating the business is a serious one. At this moment there has not been taken any definite decision but when new information is available we will make this public and follow the procedures. The financial results over 2014 were not that bad. Net result amounted euro On the general shareholders meeting we propose to add the results to the general reserves and plan not to pay out a dividend. On the operational front the first three months of 2015 have not been good. As mentioned some of our strategies ceased to exist and others are not working that good for the moment. In line with our policy we don t give any outlook for the whole year but expect the markets to remain stable and quiet. We understand that the above mentioned is not what people want to hear but unfortunately there is no better information to share. Maurizio Scrocca Chairman of the Board Option Trading Company N.V. 4

5 2. Financial overview and company information 2.1 Core figures Option Trading Company N.V. Comparative figures INCOME in 000's Euro Company result (268) Result from ordinary activities before tax (238) Result for the period before taxes (238) Result of the year (238) EPS 0,04 0,02 0,000 0,088 (0,077) 2.2 Balance headlines Option Trading Company N.V. Comparative balance sheet figures ASSETS in EUR 000's FIXED ASSETS I. ACQUISITION EXPENSES III. TANGIBLE ASSETS IV. FINANCIAL ASSETS CURRENT ASSETS VII. RECEIVABLES DUE WITHIN ONE YEAR VIII. INVESTMENTS IX. CASH X. ACCRUALS TOTAL ASSETS

6 Option Trading Company N.V. Comparative balance sheet figures LIABILITIES in EUR 000's EQUITY I. CAPITAL Issued shares II. SHARE PREMIUM IV. RESERVES legal reserve V. RETAINED EARNINGS RESERVE (859) (895) (1.035) (1.036) (1.309) LIABILITIES IX. AMOUNTS PAYABLE WITHIN ONE YEAR X. ACCRUALS TOTAL LIABILITIES Profit & Loss headlines Option Trading Company N.V. Comparative income statement figures Statement of income and expenses in 000's Euro I. Operating income and expeses Gross margin (62) (47) (47) Other revenues Remuneration, social security costs and pensions (57) (123) (174) (248) (165) Depreciation and amounts written off acquisition expenses, intangible and tangible fixed assets - (2) (5) (5) (53) Other operating expenses (105) (55) (2) (3) (3) Operating Income (243) (303) (268) II. Financial income Financial expenses - (1) Result from ordinary activities before tax (238) Result for the period before taxes (238) Result of the year (238) Profit for the year (238) 6

7 2.4 Other Share information ISIN Mnemo BE OTCB Introduction 24 May 2006 Market Euronext Brussel Vrije Markt No. issued shares Free float on 31/12/2013 Closing High shares Market capitalization Shareholders and company address Scrocca Trading Group B.V. holds 93% of the shares; 7% of the shares are traded on the Brusselse Vrije Markt. Option Trading Company N.V. has its offices at Regentschapstraat 43, 1000 Brussel. We can be contacted on phone no Option Trading Company N.V has no branch offices in Belgium or any other country. 7

8 Trade information Further information can be found on the website of NYSE Euronext: https://www.euronext.com/nl/products/equities/be mlxb/quotes 8

9 3. Annual accounts 9

10 3.1 Balance sheet Company balance sheet as of December 31, 2014 (after appropriation of result) EUR EUR Assets Fixed assets Tangible fixed assets Computers Current assets Receivables group companies Other accounts receivable Securities Cash at bank and in hand Liabilities EUR EUR Shareholders' equity 6 Issued share capital Share premium Other reserves Retained earnings reserves Short-term-liabilities Amounts owed to credit institutions Wage tax & social securities Other payables

11 3.2 Statement of income and expenses for the year 2014 Statement of income and expenses for the year EUR EUR Trading income Other revenues Total income Personnel expenses Depreciaton of tangible fixed assets Other operating expenses Total operating expenses Operating result Other income and similar income Other expenses and similar costs Financial income and expense Result from operational activities before taxation Taxation - - Net result after taxation

12 3.3 Notes to the financial statements General The activities of Option Trading Company N.V. having its legal seat in Brussel, primarly consist of executing and processing trades in securities, futures and options on electronic exchanges and trading venues. Changes in accounting policies Compared with previous year, there have been no changes in the accounting policies applied. Translation of foreign currency Receivables, liabilities and obligations denominated in foreign currency are translated at the exchange rates prevailing at balance sheet date. Transactions in foreign currency during the financial year are recognised in the financial statements at the exchange rates prevailing at transaction date. The exchange differences resulting from the translation as of balance sheet date, taking into account possible hedge transactions, are recorded in the profit and loss account. Financial instruments Financial instruments be both primary financial instruments, such as receivables and payables, and financial derivatives. For the principles of primary financial instruments, reference is made to the treatment per balance sheet item. Financial derivatives are valued at fair value: Upon first recognition, financial derivatives are recognised at fair value and then revalued at fair value as at balance sheet date. Risk management Option Trading Company N.V. has taken a risk- based approach in monitoring and controlling market, credit and operational risks. Important risks that are recognised and for which control measures have been implemented are: - Market risk The risk of the value of a financial instrument fluctuating because of changes in market prices caused by specific factors related to the individual instrument or by general factors related to all the instruments in a market. - Credit risk The risk of an issuer of a financial instrument or counterparty failing to meet its obligations: credit risk is mainly limited to settlement of over the counter transactions. - Operational risk Operational risk is the risk of business operations failing due to human error. 12

13 Accounting policies in respect of the valuation of assets and liabilities General The company financial statements have been prepared according with "koninklijk besluit van 30 januari 2001 tot uitvoering van het Wetboek van vennootschappen". The financial statements are prepared in euro. Unless presented otherwise at the relevant principle for the specific balance sheet item, assets and liabilities are presented at face value. Tangible fixed assets Tangible fixed assets are presented at cost less accumulated depreciation and, if applicable, less impairments in value. Depreciation is based on the estimated useful life and calculated as a fixed percentage of cost, taking into account any residual value. Depreciation is provided from the date an asset comes into use. Land is not depreciated. Accounts receivable Upon initial recognition the receivables are included at fair value and then valued at amortised cost. The fair value and amortised cost equal the face value. Any provision for doubtful accounts deemed necessary is deducted. These provisions are determined by individual assessment of the receivables. Securities The listed shares and bonds are valued at quoted market value at balance sheet date. Realised and unrealized value changes are directly recognised in the profit and loss account. Bonds held to maturity are valued at amortised cost. Provisions Provisions are formed in respect of concrete or specific risks and liabilities existing on the balance sheet date, which extent is uncertain, but can reasonably be estimated. For amounts of taxation payable in the future, due to differences between the valuation principles in the annual report and the valuation for taxation purposes of the appropriate balance sheet items, a provision has been formed for the aggregate of these differences multiplied by the current rate of taxation. These provisions are reduced by amounts of taxation recoverable in the future in respect of the carry-forward of unused tax losses, to the extent that it is probable that future tax profits will be available for settlement. 13

14 Accounting policies in respect of result determination General Income and expenses are accounted for on accrual basis. Profit is only included when realized on the balance sheet date. Losses originating before the end of the financial year are taken into account if they have become known before preparation of the financial statements. Depreciation and amortization The calculation of depreciation on fixed assets is based on the purchase price or cost of manufacture. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Realized capital gains and losses on the disposal of fixed assets are included under depreciation and amortization expenses. Realized capital gains and losses on the disposal of fixed assets which are not used in the operation are included under extraordinary income and expense. Other operating expenses Expenses are based on the historical cost convention and attributed to the financial year to which they pertain. Net financial result Interest income and expenses is the interest received, respectively paid to third parties. Taxation Corporate income tax is calculated at the applicable rate on the result for the financial year, taking into account permanent differences between profit calculated according to the financial statements and profit calculated for taxation purposes, and with which deferred tax assets (if applicable) are only valued insofar as their realisation is likely. 14

15 3.4 Notes to the balance sheet Fixed Assets 1. Tangible fixed assets Software Hardware Total EUR EUR Originally invested Accumulated depreciation (13.442) (12.769) (26.211) Balance as at 31 December Changes in 2014 Investments Depreciation - (1.863) (1.863) - (1.863) (1.863) Balance as at 31 December Originally invested Accumulated depreciation (13.442) (14.632) (28.074) Balance as at 31 December Depreciation rates 50% 33,33% 15

16 Current assets 2. Receivables from group companies EUR EUR Scrocca Trading Group B.V Scrocca Option Trading B.V Balance as at December Other accounts receivables EUR EUR Amounts receivable from credit institutions - - Receivable withholding taxes Taxes and social security premiums - - Other receiveables Balance as at December Securities EUR EUR Long positions Balance as at December Cash at bank and in hand EUR EUR ABN AMRO Bank Balance as at December

17 Liabilities Liabilities 6. Shareholder's equity (in EUR) Issued share capital Share premium reserve Legal reserve Other reserves Retained earnings Total 2014 Balance as at 1 January ( ) Changes: - Issue of ordinary shares - Appropriation of result (48.576) - Result for the year Dividend paid - Balance as at 31 December ( ) Issued share capital The issued share capital is shares, of which is free float on the Vrije Markt Brussel. Short-term liabilities 7. Amounts owed to credit institutions EUR EUR Securities Clearing Member Total current liabilities Events after balance sheet and off balance sheet commitments and rights Rental obligations The company has a contractual obligation for the payment of rent terms for a total amount of The term of the contract ends in September Warranties/ guarantees As of year end the company is provided an amount of to warranties and guarantees. There are no evenst after balance sheet with material influence regarding the presented balance sheet and statement of income and expenses. 17

18 3.5 Notes to the statement of income and expenses 8. Personnel expenses EUR EUR Wages & Salaries Pension premiums Social security and other personnel expenses Average number of employees In the company the average no. of employees is Depreciation of tangible fixed assets Depreciation of tangible fixed assets Other operating expenses EUR EUR Cost of Listing Housing Office expenses General Expenses Interest and similar income EUR EUR Applied interest Scrocca Trading Group B.V. (40.500) (17.000) Applied interest Scrocca Option Trading B.V. (1.530) (4.150) (42.030) (21.150) Brussels, 5 May 2015 M. Scrocca Chief Executive Officer 18

19 4. Other information 19

20 4.1 Audit statement No audit has been performed in accordance with the statutory size exemption. 4.2 Statutory provision regarding appropriation of Proposal The company statutory regulations concerning the appropriation of result: 1. The profit shall be at the disposal of the general meeting of shareholders. 2. Distribution of profits takes place after establishment of the annual report that indicates that distribution is permitted. A loss may only be offset against the reserves which are prescribed by law to the extent that it is permitted by law. 3. Distribution of profits to shareholders and other entitled persons can only take place as far as equity exceeds capital paid and called increased by legal reserves. 4. At calculation of distribution of profit, shares that are kept in company's capital are left aside, unless those shares are charged with usufruct or certificates of those shares have been issued with cooperation of the company. 4.3 Proposal result The management of the company proposes to appropriate the profit as follows: The profit for the year 2014 in the amount of 128,366 will be attributed in full from the other reserves. This proposal needs to be approved by the General Shareholders Meeting. 20

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