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REPORT regarding the annual accounts 2016/2017 of Accord Healthcare B.V. Rijsbergen

~ORV - intaspharma.com Healthcare B.V... · DRV Accountants & Adviseurs is a partnership consisting of professional corporations and has 12 branches in southwestern Netherlands. Our

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Page 1: ~ORV - intaspharma.com Healthcare B.V... · DRV Accountants & Adviseurs is a partnership consisting of professional corporations and has 12 branches in southwestern Netherlands. Our

REPORT regarding the

~ORV

annual accounts 2016/2017 of Accord Healthcare B.V. Rijsbergen

Page 2: ~ORV - intaspharma.com Healthcare B.V... · DRV Accountants & Adviseurs is a partnership consisting of professional corporations and has 12 branches in southwestern Netherlands. Our

INDEX

REPORT OF THE AUDITORS

Scope of engagement General information Results Financial position Fiscal position

ANNUAL ACCOUNTS 2016/2017

Directors' report

Financial statements

Balance sheet as at March 31, 2017 Profit and loss account 2016/2017 Notes to the financial statements

General information

~DRV

General accounting policies for the preparation of the financial statements Notes to the balance sheet as at March 31, 2017 Notes to the profit and loss account 2016/2017 Other notes

Other information Independent auditor's report

Page

1 1 2 4 5

6

7 9

10 10 13 18 20

22

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~ORV

To the shareholders and board of directors of Accord Healthcare B.V. Winthontlaan 200 3526 KV Utrecht The Netherlands

Reference: SA \AD\ 1450643\2016-2017

Breda, August29,2017

Subject: Annual Report 2016/2017

Dear Sirs,

DRV Accountants & Adviseurs

Cosunpark 20 PO box 5678, 4801 EB Breda

The Netherlands Phone: 076-5233033 Fax: 076-5233030 E-mail: [email protected] Internet: www.drv.nl

Contact: Mr S.F.C.J. van Abeelen

We hereby send you the report regarding the annual accounts for the year 2016/2017 of your company.

SCOPE OF ENGAGEMENT

In accordance with your instructions we have audited the financial statements 2016/2017 of your company, which includes the balance sheet totalling€ 11,024,290 and, the profit and loss account with a result after taxation of€ 130,816 and the notes.

The other information contains our independent auditor's report for which we refer you to page 21 .

GENERAL INFORMATION

Company

The activities of Accord Healthcare B.V., having its legal seat in Rijsbergen, consist of licensing related activities and pharmaceutical product trading in various therapeutic segments in the regulatory markets. The company is registered with the trade register of the Chamber of Commerce Zuidwest-Nederland, file 20145885.

Board

On March 31 , 2017 the board of directors is formed by B.H. Chudgar and J.C. Burt.

Appropriation of the net result 2015/2016

The appropriated profit, in accordance with the proposition from the Board of Directors, is approved by the General Meeting of Shareholders for the year 2015/2016 on September 12, 2016. The profit for the year 2015/2016 amounting to€ 78,446 has been added to the other reserves.

- 1 -DRV Accountants & Adviseurs is a partnership consisting of professional corporations and has 12 branches in southwestern Netherlands. Our general terms and conditions, as filed with the Chamber of Commerce Rotterdam under number 24492873, apply to all our services.

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Accord Healthcare B.V. Rijsbergen

RESULTS

~ORV

The result after taxation 2016/2017 amounts to€ 130,816 compared to€ 78,446 for 2015/2016.

To provide insight in the development of the result 2016/2017, an outline has been compiled below based on the profit and loss account 2016/2017 compared to the profit and loss account 2015/2016. Income and expenses are expressed in euros and as a percentage of the net turnover.

2016/2017 2015/2016 Difference

€ % € % €

Net turnover 10,826,405 100.0 10,915,341 100.0 -88,936 Cost of sales 10,010,890 92.5 9,929,293 91.0 81,597

Gross margin 815,515 7.5 986,048 9.0 -170,533 ------------ ------ ------------ ------ ------------

Wages and salaries 245,813 2.1 176,803 1.5 69,010 Social security contributions 33,355 0.3 28,307 0.3 5,048 Pension costs 16,315 0.2 2,820 13,495 Management fees 600,000 5.5 -600,000 Other personnel costs 41,998 0.4 29,364 0.3 12,634 Amortisation of intangible fixed assets 5,491 0.1 5,491 0.1 Depreciation of tangible fixed assets 2,156 1,915 241 Accomodation expenses 37,748 0.4 -68,273 -0.6 106,021 Office expenses 56,075 0.5 50,547 0.5 5,528 Car expenses 38, 197 0.4 31 ,939 0.3 6,258 Selling and distribution expenses 44,074 0.4 -39,474 -0.4 83,548 General expenses 83,324 0.8 44,288 0.4 39,036

Expenses 604,546 5.6 863,727 7.9 -259, 181 ------------ ----- - ------------ ------ ------------

Operating result 210,969 1.9 122,321 1.1 88,648

Financial income and expenses Interest and similar expenses -47,295 -0.4 -24,005 -0.2 -23,290

Result before taxation 163,674 1.5 98,316 0.9 65,358

Corporate income tax -32,858 -0.3 -19,870 -0.2 -12,988

Result after taxation 130,816 1.2 78,446 0.7 52,370

- 2 - Independent auditor's report issued

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Accord Healthcare B.V. Rijsbergen

Analysis of tt)e result

~DRV

The development of the result 2016/2017 compared to 2015/2016 can be analysed as follows:

The result has been positively influenced by:

Decrease management fee

The result has been negatively influenced by:

Decrease gross operating result Increase wages and salaries Increase social security contributions Increase pension costs Increase other labour costs Increase amortization/depreciation Increase other operating expenses Decrease financial income and expenses Increase taxation on result from normal operations

Increase result after taxation

- 3 -

2016/2017

€ €

600,000

170,533 69,010

5,048 13,495 12,634

241 240,391

23,290 12,988

547,630

52,370

Independent auditor's report issued

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Accord Healthcare B.V. Rijsbergen

FINANCIAL POSITION

~ORV

Based upon the balance sheet as at March 31 , 2017, a statement of the working capital has been provided. Working capital is defined as all long term funds less long term investments or as all current assets less current liabilities.

Available in the long-term:

Shareholders' equity

Of which committed in the long-term:

Intangible fixed assets Tangible fixed assets

Working capital

This working capital is applied as follows:

Inventories Receivables Cash and cash equivalents

Less: current liabilities

Working capital

15,043 7,369

6,377,912 4,593, 179

30,787

- 4 -

3/31/2017 3/31/2016 ~~~~~~~~~~~

€ € €

894, 173

22,412

871 ,761

11,001,878

10,130,117

871 ,761

20,534 5,944

3,698,704 3,382,443

83,725

763,357

26,478

736,879

7,164,872

6,427,993

736,879

Independent auditor's report issued

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Accord Healthcare B.V. Rijsbergen

FISCAL POSITION

Taxable amount 2016/2017

~ORV

The taxable amount 2016/2017 has been calculated as follows:

Result before taxes

Tax differences:

Non-deductible expenses Investment allowance

Taxable amount

Corporate income tax:

The corporate income tax to be paid amounts to: 20.0% of€ 164,290

Specification of non-deductible expenses

Business gifts Food, drink, consumables Representation costs

Investment allowance specification

Inventory

% 26.5 % 26.5 % 26.5 %

Base amount

3,581

1,619 -1,003

2016/2017

163,674

616

164,290

32,858

Non-Base amount deductible part

€ € 112 30

4,666 1,237 1,330 352

1,619

Deduction/ addition

% €

28 % 1,003

We trust to have been of service. We will gladly provide further explanation should you have questions or comments.

- 5 - Independent auditor's report issued

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Accord Healthcare B.V. Rijsbergen

DIRECTORS' REPORT

EEJDRV

In accordance with article 2:396 paragraph 7 of the Dutch Civil Code no directors' report for 2016/2017 has been prepared.

Part of the report of the auditors - 6 - Independent auditor's report issued

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~DRV

March 31, 2017 March 31, 2016

€ € € €

EQUITY AND LIABILITIES

Shareholders' equity (6)

Share capital 18,000 18,000 Other reserves 876,173 745,357

894,173 763,357

Current liabilities (7)

Trade payables 1,144,604 2,272,321 Taxes and social security premiums 89,168 32,773 Group companies 6,635,336 2,565,143 Accruals and deferred income 2,261,009 1,557,756

10,130,117 6,427,993

11,024,290 7,191,350

Part of the report of the auditors - 8 - Independent auditor's report issued

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Accord Healthcare B.V. Rijsbergen

PROFIT AND LOSS ACCOUNT 2016/2017

Net turnover (8)

Cost of sales (9)

Gross margin

Wages and salaries (10)

Social security contributions (11)

Pension costs (12)

Management fees (13)

Other personnel costs (14)

Amortisation of intangible fixed assets (15)

Depreciation of tangible fixed assets (16)

Accomodation expenses (17)

Office expenses (18)

Car expenses (19)

Selling and distribution expenses (20)

General expenses (21)

Total operating expenses

Operating result

Interest and similar expenses (22)

Result before tax

Corporate income tax (23)

Result after tax

Part of the report of the auditors

~ORV

2016/2017 2015/2016

€ € € €

10,826,405 10,915,341 10,010,890 9,929,293

815,515 986,048

245,813 176,803 33,355 28,307 16,315 2,820

600,000 41,998 29,364

5,491 5,491 2,156 1,915

37,748 -68,273 56,075 50,547 38, 197 31,939 44,074 -39,474 83,324 44,288

604,546 863,727

210,969 122,321

-47,295 -24,005

163,674 98,316

-32,858 -19,870

130,816 78,446

- 9 - Independent auditor's report issued

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Accord Healthcare B.V. Rijsbergen

NOTES TO THE ANNUAL ACCOUNTS

GENERAL INFORMATION

Activities

§EJDRV

The activities of Accord Healthcare B.V., having its legal seat in Rijsbergen, consist of licensing related activities and pharmaceutical product trading in various therapeutic segments in the regulatory markets. The company is registered with the trade register of the Chamber of Commerce Zuidwest-Nederland, file 20145885.

GENERAL ACCOUNTING POLICIES FOR THE PREPARATION OF THE FINANCIAL STATEMENTS

ACCOUNTING POLICIES USED FOR THE COMPANY FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with the provisions of Part 9 of Book 2 of the Dutch Civil Code and the Guideline for annual reporting of the Dutch Accounting Standards Board for small entities.

Valuation of assets and liabilities and determination of the result takes place under the historical cost convention . Unless presented otherwise at the relevant principle for the specific balance sheet item, assets and liabilities are presented at nominal value.

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.

Going concern

The accounting principles applied in this annual report are based on the assumption that Accord Healthcare B.V. will be able to continue as a going concern.

Changes in accounting policies

The implementation of the EU Financial Reporting Directive in Dutch law (Part 9, Book 2 of the Dutch Civil Code) is enforced through the "Uitvoeringswet richtlijn jaarrekening" on 1 November 2015. Application of the changes in Part 9, Book 2 of the Dutch Civil Code is mandatory for financial years beginning on or after 1 January 2016.

The changes in Part 9, Book 2 of the Dutch Civil Code have no implications for the company with respect to the size regime or the applicable accounting policies.

PRINCIPLES OF VALUATION OF ASSETS AND LIABILITIES

Intangible fixed assets

Intangible fixed assets are measured initially at cost, less investment grants. This cost is the cost of acquisition or production which comprises; its purchase price including any directly attributable cost of preparing the asset for its intended use.

Subsequent to initial recognition , intangible assets are measured at cost (being either acquisition cost or manufacturing cost) less investment grants, accumulated amortisation and accumulated impairment losses.

Amortisation is recognised on a straight-line basis over the estimated useful life. Amortisation is calculated using a fixed percentage of the cost minus any investment grants and taking into account the residual value.

The estimated useful life and amortisation method are reviewed at the end of each reporting period.

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Accord Healthcare B.V. Rijsbergen

bEJDRV

Amortisation starts when assets become operational. If, over a period of time, a change in the amortisation method, estimated useful life and/or the residual value has occurred, the effect of these changes in estimate are accounted for on a prospective basis and treated as changes in accounting estimates.

Tangible fixed assets

Tangible fixed assets in use by the company

Tangible fixed assets in use by the company are measured initially at cost, less investment grants. This cost is the cost of acquisition or production and includes all expenditure directly attributable to bringing the asset to the location end condition necessary for its intended use other expenses on preparing the asset for its intended use.

Subsequently to initial recognition, tangible fixed assets in use by the company are measured at cost (being either acquisition cost or manufacturing costs) less investment grants, accumulated depreciation and accumulated impairment losses.

Depreciation is recognised on a straight-line basis over the estimated useful lives. Depreciation is calculated using a fixed percentage of the cost minus any investment grants and taking into account the residual value.

The estimated useful life and depreciation method are reviewed at the end of each reporting period.

Depreciation starts when assets become operational. If, over a period of time, a change in the depreciation method, estimated useful life and/or the residual value has occurred, the effect of these changes in estimate are accounted for on a prospective basis and treated as changes in accounting estimates.

Inventories

Inventories are measured at the lower of cost and net realisable value.

The cost comprises the cost of acquisition or production and includes all expenditures directly attributable to bringing the inventories to current location and present state.

The lower net realisable value is determined by an individual assessment of the inventories. The net realisable value is based on the expected selling price less selling costs to be incurred.

Trade and other receivables

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less any provisions or impairments. The provisions are determined by an individual assessment of the receivables. In view of the generally short period to maturity, the fair value and amortised cost of these items tend to be virtually identical to the face value.

Cash and cash equivalents

Cash and cash equivalents are measured at nominal value.

Liabilities

Interest-bearing and non-interest-bearing loans are recognised initially at fair value and subsequently valued at amortised cost. When there are no premiums, discounts or transaction costs, the amortised cost is equal to the nominal value.

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Accord Healthcare B.V. Rijsbergen

~DRV

PRINCIPLES FOR THE DETERMINATION OF THE RESULT

Determination of the result

The result is defined as the difference between the revenue from goods delivered and the costs and expenses for that year, valued at historical costs, taking into account the accounting principles mentioned before. Revenues from goods are recognised upon delivery. The cost price of these goods is allocated to the same period. Revenues from services are recognised in proportion to the services rendered. The cost price of these services is allocated to the same period.

Net turnover

The net turnover consists of revenue from the sale of goods during the reporting period net of discounts, rebates and value added taxes.

Cost of sales

Revenues ensuing from the sale of goods are accounted for when all major entitlements to economic benefits as well as all major risks have transferred to the buyer. The cost price of these goods is allocated to the same period.

Depreciation

The depreciation on tangible fixed assets is calculated by using a fixed rate on the acquisition cost or cost of conversion. Gains and losses on disposal of tangible fixed assets are recorded under amortization/depreciation, gains only to the extent that the gain is not capitalised deducted from replacement investments.

Financial result

Period interest charges and similar charges are recognised in the year in which they fall due.

Taxes

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.

Part of the report of the auditors - 12 - Independent auditor's report issued

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Accord Healthcare B.V. Rijsbergen

~DRV

NOTES TO THE BALANCE SHEET AS AT MARCH 31, 2017

ASSETS

FIXED ASSETS

1. Intangible fixed assets

Medicine registration

Book value as at April 1, 2016 Acquisition cost Cumulative amortisation and impairment

Movement Depreciation

Book value as at March 31, 2017 Acquisition cost Cumulative amortisation and impairment

Amortisation rates

Medicine registration

Part of the report of the auditors - 13 -

3/31/2017

15,043

3/31/2016

20,534

Medicine registration

€ 54,902

-34,368

20,534

-5,491

54,902 -39,859

15,043

%

10

Independent auditor's report issued

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Accord Healthcare B.V. Rijsbergen

2. Tangible fixed assets

Inventory

Book value as at April 1, 2016 Acquisition cost Cumulative depreciation and impairment

Movement Investments Depreciation

Book value as at March 31, 2017 Acquisition cost Cumulative depreciation and impairment

Depreciation rates

Inventory

CURRENT ASSETS

3. Inventories

Finished products and goods for resale

Goods for resale Provision for goods for resale

4. Receivables

Trade receivables

Trade receivables

Taxes and social security premiums

Value-added tax

Part of the report of the auditors

~ORV

- 14 -

3/31/2017

7,369

3/31/2016

5,944

Inventory

40,489 -34,545

5,944

3,581 -2, 156

1,425

44,070 -36,701

7,369

%

20

3/31/2017 3/31/2016

€ €

6,379,534 3,858,560 -1,622 -159,856

-----6,377,912 3,698,704

4,321,360 3,348,188

10, 143

Independent auditor's report issued

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Other receivables

Deposits

Prepayments and accrued income

Insurance Car lease Contributions Prepayments

5. Cash and cash equivalents

Rabobank 1434.03.419

~DRV

The cash and bank balances per March 31, 2017 are at free disposal of the entity.

3/31/2017 3/31/2016

€ €

2,650 2,650

1,267 1,244 2,029 1,917 4,544 11,251

20,509

28,349 14,412

30,787 83,725

Part of the report of the auditors - 15 - Independent auditor's report issued

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EQUITY AND LIABILITIES

6. SHAREHOLDERS' EQUITY

Share capital Other reserves

Share capital

~DRV

3/31/2017 3/31/2016

€ €

18,000 18,000 876, 173 7 45,357

-----894, 173 763,357

The statutory, total capital of the company amounts to€ 90,000. The issued share capital amounts to:

18,000 ordinary shares with a nominal value of€ 1

Other reserves

Balance as at April 1 Appropriation of the result

Balance as at March 31

7. CURRENT LIABILITIES

Trade payables

Trade payables

Taxes and social security premiums

Corporate income tax Value-added tax Pay-roll tax Pension premiums

Group companies

Current account Accord Healthcare Ltd. Trade creditors Accord Healthcare Ltd.

18,000

2016/2017

745,357 130,816

876,173

3/31/2017

1,144,604

32,858 45,245

7,820 3,245

89, 168

2,689,762 3,945,574

6,635,336

18,000

2015/2016

666,911 78,446

745,357

3/31/2016

2,272,321

19,870

9,658 3,245

32,773

173,550 2,391,593

2,565, 143

The current account does not have a maturity date. No guarantees have been agreed. An interest rate of 3.3% has been calculated.

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Accruals and deferred income

Holiday allowance commitment Bonusses employees Rent termination Retrospective claims retail Retrospective claims hospitals Accountants fee Prolepha incentive Other liabilities

~ORV

ASSETS AND LIABILITIES NOT APPEARING IN THE BALANCE SHEET

Long-term financial obligations

Lease

3/31/2017 3/31/2016

€ €

16,613 17,563 32,052 23,656

80,750 1,212,809 547,781

979,042 665,662 18,000 16,750

204,289 2,493 1,305

2,261 ,009 1,557,756

The company has liabilities arising from operational lease commitments which amount to€ 24,348 yearly.

Rental commitments buildings

The company has entered into a rental agreement for an office with a long term commitment amounting to € 28,621 yearly.

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Accord Healthcare B.V. Rijsbergen

~ORV

NOTES TO THE PROFIT AND LOSS ACCOUNT 201612017

8. Net turnover

Sales Retrospective claims and penalties hospitals Retrospective claims and penalties retail

9. Cost of sales

Cost of sales Storage and logistic expenses Transport and packaging costs

10. Wages and salaries

Gross wages Bonusses Temporary employees

Maternity allowance

11. Social security contributions

Social security contributions

12. Pension costs

Pension costs

13. Management fees

Management fee Accord Healthcare Ltd .

14. Other personnel costs

Travelling allowance Food expenses Recruitment expenses Tax free allowance Education expenses

15. Amortisation of intangible fixed assets

Medicine registration

16. Depreciation of tangible fixed assets

Inventory

Part of the report of the auditors - 18 -

2016/2017 2015/2016

€ €

21 ,887,454 18,200,167 -9 ,242,819 -6,216,764 -1,818,230 -1 ,068,062

10,826,405 10,915,341

9,523,991 9,518,425 471 ,197 409,365

15,702 1,503

10,010,890 9,929,293

208,681 152,601 32,052 23,656 6,856 13,812

247,589 190,069 -1 ,776 -13,266

245,813 176,803

33,355 28,307

16,315 2,820

600,000

9, 101 9,913 4,676 3,686

10,683 7,545 11,069 4,612 6,469 3,608

41,998 29,364

5,491 5,491

2,156 1,915

Independent auditor's report issued

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Accord Healthcare B.V. Rijsbergen

17. Accomodation expenses

Rent buildings Cleaning costs Release of provision for onerous lease

18. Office expenses

Office supplies Telephone Postage Contributions

19. Car expenses

Fuels Maintenance and repair Lease expenses Other transportation costs VAT private use cars

20. Selling and distribution expenses

Publicity and advertisement Representation expenses Annual fees CBG-MEB

21.Genera/expenses

Insurance Audit fees Audit fees previous years Administration fee Consultancy fee Prolepha incentive Other expenses

22. /nterest and similar expenses

Cost and interest bank

~ORV

Interest current account Accord Healthcare Ltd.

23. Corporate income tax

Corporate income tax

Part of the report of the auditors - 19 -

2016/2017 2015/2016

€ €

36,942 21,005 806 1,060

-90,338

37,748 -68,273

7,316 6,041 3,307 1,814 2,605 2,659

42,847 40,033

56,075 50,547

5,771 4,909 655

29,955 22,841 39 1,092

2,432 2,442

38,197 31,939

42,632 4,249 1,442 220

-43,943

44,074 -39,474

10,017 9,894 14,500 16,500 10,977 13,766 11,393 35,332 87,033 -6,866 -80,532 5,598

83,324 44,288

1,083 647 46,212 23,358

47,295 24,005

32,858 19,870

Independent auditor's report issued

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Accord Healthcare B.V. Rijsbergen

OTHER NOTES

Appropriation of the net result 2016/2017

~DRV

The board of directors proposes to add the net result for 2016/2017 of€ 130,816 to other reserves. This proposal has been processed in the annual account in advance of the adoption by the General Meeting.

Staff

During the 2016/2017 financial year the average number of employees in the company, converted into full­time equivalents, amounted to 5 (2015/2016: 4) .

Signing of the annual accounts

Preparation of annual accounts

The annual accounts have been prepared by the board of directors.

Utrecht, August 29, 2017

B.H. Chudgar J.C. Burt

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OTHER INFORMATION

brjDRV

- 21 - Independent auditor's report issued

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{

,_

ORV Accountants & Adviseurs

~ORV Emmerblok 30 Oud Gastel I Postbus 100614700 BA Roosendaal

T [email protected]

INDEPENDENT AUDITOR'S REPORT

To: the shareholders and board of directors of Accord Healthcare B.V. registered at Rijsbergen

A Report on the audit of the financial statements for the year ended 31 March 2017 included in the annual report

Our opinion

We have audited the financial statements for the year ended 31 March 2017 of Accord Healthcare B.V., based in Rijsbergen.

In our opinion the accompanying financial statements give a true and fair view of the financial position of Accord Healthcare B.V. as at March 31, 2017, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The financial statements comprise the balance sheet as at March 31, 2017 and the profit and loss account for the year then ended and the notes comprising a summary of the accounting policies and other explanatory information.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing . Our responsibilities under those standards are further described in the 'Our responsibilities for the audit of the financial statements' section of our report.

We are independent of Accord Healthcare B.V. in accordance with the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

B Description of responsibilities regarding the financial statements

Responsibilities of management for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, management is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting framework mentioned, management should prepare the financial statements using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Management should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion. . . . .

ORV Accountants & Adviseurs is een maatschap bestaande uit praktijkvennootschappen en heeft 12 vest1gmgen m Zu1dwest- An independent member firm of Moore Stephens lntemational Limited

Nederland.

Op onze diensten zijn algernene voorwaarden van toepassing die zijn gepubliceerd op onze website www.drv.nl en gedeponeerd MOORE STEPHENS bij de Kamer van Koopl1andel Rotterdam onder nummer 24492873.

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Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgement and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included e.g.: - identifying and assessing the risks of material misstatement of the financial statements, whether due to

fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control ;

- obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control ;

- evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

- concluding on the appropriateness of management's use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause a company to cease to continue as a going concern;

- evaluating the overall presentation, structure and content of the financial statements, including the disclosures; and

- evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit.

Breda,August29, 2017