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Annual Report for the Year 2019/20 PHOENIX PIB Dutch Finance B.V

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Annual Report for the Year 2019/20 PHOENIX PIB Dutch Finance B.V PHOENIX PIB Dutch Finance B.V. Annual Report for the year 2019/20 PHOENIX PIB Dutch Finance B.V. Contents Directors’ report 1 Financial statement 2019/20 7 Balance sheet as at 31 January 2020 8 Statement of income for the year 2019/20 9 Cash flow statement for the year 2019/20 10 Notes to the 2019/20 financial statements 11 Other information 27 i PHOENIX PIB Dutch Finance B.V. Directors’ report The Board of Directors of PHOENIX PIB Dutch Finance B.V. (the “Company”) is pleased to present you its financial statements for the financial year ended 31 January 2020. All amounts in the directors’ report are stated in EUR 1,000, unless indicated otherwise. General information on the legal entity PHOENIX PIB Dutch Finance B.V., with its statutory seat and its office in Maarssen, the Netherlands, serves as a financing company for the affiliated company PHOENIX PIB Finance B.V. (registered with the trade register of the Chamber of Commerce under number 57769435) and was founded on 17 April 2013. PHOENIX PIB Dutch Finance B.V. is a fully-owned subsidiary of PHOENIX PIB Dutch Holding B.V., Maarssen, the Netherlands and is ultimately owned by PHOENIX Pharma SE, Mannheim, Germany (“PHOENIX”). The Company is part of a fiscal unity for corporate income tax purposes together with the principal of the fiscal unity, PHOENIX PIB Dutch Holding B.V. and PHOENIX PIB Finance B.V., a fully-owned subsidiary of PHOENIX PIB Dutch Holding B.V. The Company recognizes its current tax result in the financial statements. The company has signed an advanced pricing agreement with the Dutch tax authorities. The current tax position is settled by bank via PHOENIX PIB Dutch Holding B.V. Financial position as at balance sheet date and the statement of income during the financial year Due to the fact that the Company serves as financing company for the PHOENIX group companies, the Company’s income relates to interest income from related parties. As the net financial result of the Company for the year 2019/20 was a profit of EUR 1,445 (2018/19: EUR 1,396) and the Company incurred EUR 126 (2018/19: EUR 107) general and administrative expenses this resulted in an operating profit before taxation for the year 2019/20 of EUR 1,319 (2018/19: EUR 1,289). The company had a positive cash flow of EUR 90 (2018/19: EUR 17 positive) mainly as a result of positive interest inflows. The Company’s solvency (equity / total balance sheet value) increased to a level of 4.0% (2018/19: 1.1%), as a result of an informal capital contribution. The Company’s current ratio (total current assets / current liabilities) improved to 1.02 (31 January 2019: 0.79) as a result of switch of loans receivable and loans payable from long term to short term, which resulted in an improved current ratio. Per 31 January 2020 the Company’s assets almost fully consists of loans issued to the affiliated party PHOENIX International Beteiligungs GmbH, there were per 31 January 2019 the assets almost fully consisted out of loans issued to the affiliated party PHOENIX PIB Finance BV. By the end of the fiscal year (January 2020) the issued loan facilities were repaid by PHOENIX PIB Finance BV and were at the same time issued to PHOENIX International Beteiligungs GmbH. The loans were repaid and issued at the same time, with the same interest conditions and the same maturity dates. Although the financing structure of the company therewith remained the same, according to Dutch GAAP the newly issued loans have to be valued at fair value since these are newly issued to another party. The fair value of the loans were per end of the fiscal year EUR 635,265 in comparison to the nominal value of EUR 616,800. This difference of EUR 1 PHOENIX PIB Dutch Finance B.V. 18,465 is recorded in the equity as informal capital contribution (share premium) and will reverse via the upcoming years via the statement of income until maturity of the loans. The Company recognizes its tax result in the financial statements which is based on an advanced pricing agreement which has been agreed with the Dutch tax authorities. Corporate Governance The Board of Directors, which is responsible for the corporate governance structure of the Company, believes that the principles and best practice provisions of the Dutch Corporate Governance Code that are applicable, are interpreted by the Board of Directors and implemented. Corporate Social Responsibility To ensure the effectiveness of the PHOENIX's commitment to Corporate Social Responsibility, the Company contributes to the economy in an ethical manner. This economic responsibility has two main aspects: long-term financing for PHOENIX and business ethics. The Company influences its relationships with both external (long-term financing) financers and PHOENIX. Business ethics for the Company mainly contain the compliance with fiscal requirements in cooperation with the tax authorities and ethical standards. The Law ‘Wet Bestuur en Toezicht’ requires large-sized legal entities to have a balanced composition of their Board of Directors in terms of gender, with at least 30% of the seats occupied by women and at least 30% by men. The composition of the Board of Directors per 31 January 2020 deviated from the above-mentioned percentages, since the board existed of 2 male directors. Per 29 February 2020 / after Balance Sheet date these (two) male board members both retired and were replaced by two new (male) board members. Although in such small board it is unlikely to occur an imbalance, in order to achieve a balance between male and female members a female candidate was preferred. The new male board members were however selected based on the fact that: A) One of the new board members was the successor of the former board member for all his functions within PHOENIX, where thought it was preferable to have him on this position for his PHOENIX-knowledge; B) The other board member is working for the Company since 2013 and was selected from one of the two employees (both male) for his knowledge on the Company. In order to achieve a balance between male and female members in the future, as soon as a vacancy occurs, and the suitability of the candidates is equal, a female candidate is preferred. Finance As per 31 January 2020 the Company’s assets were for 96% (31 January 2019: 98%) financed by long-term bonds, of which one bond is presented as short-term as it matures within one year. These bonds, with each a nominal value of EUR 300,000, have been issued during fiscal year 2014/15 (30 July 2014) and during fiscal year of 2013/14 (27 May 2013) respectively. Both bonds are listed on the EURO MTF, a non-regulated market operated by the Luxembourg Stock Exchange, and represent notes issued and guaranteed, jointly and severally by PHOENIX Pharmahandel GmbH & Co KG and certain of its subsidiaries. On 6 November 2017 the direct parent company of the Company, PHOENIX PIB Dutch Holding B.V., purchased bonds with a nominal value of EUR 100,000 and still owns these bonds per the date of these financial statements. 2 PHOENIX PIB Dutch Finance B.V. Per 31 January 2020 the Company’s assets almost fully consists of loans issued to the affiliated party PHOENIX International Beteiligungs GmbH, there were per 31 January 2019 the assets almost fully consisted out of loans issued to the affiliated party PHOENIX PIB Finance BV. By the end of the fiscal year (January 2020) the issued loan facilities were repaid by PHOENIX PIB Finance BV and were at the same time issued to PHOENIX International Beteiligungs GmbH. Going Concern The Company has per 31 January 2020 a positive working capital and over the fiscal year 2019/20 the Company had a positive result and shareholder’s equity. Based on these figures and on the refinancing measures taken and implemented by the PHOENIX Group we believe that the going concern assumption is valid. PHOENIX Pharmahandel GmbH & Co KG, as (intermediate) beneficial owner of the Company, is in compliance with debt covenants of its Syndicated Multicurrency Term Loan and Revolving Credit Facilities Agreement and will act as a guarantor for external debts (including the bonds) when necessary, together with PHOENIX International Beteiligungs GmbH and PHOENIX PIB Finance B.V. The Company considers the COVID-19 Pandemic as a significant event after closing the closing date of 31 January 2020. The Company’s main risk concerns the credit risk on outstanding loans. The outstanding loans are issued to PHOENIX International Beteiligungs GmbH which is the direct and indirect owner of nearly all PHOENIX subsidiaries. Since PHOENIX mainly acts on the pharmaceutical market – a market in which the influence of the COVID-19 Pandemic is minimal – the risk has not increased strongly. Therewith also for upcoming years we expect positive results and cash flows, with the result that the Company’s management has prepared the PHOENIX PIB Dutch Finance B.V. financial statements on a going concern basis. Personnel The Company had two part-time directors during the fiscal year 2019/20 (2018/19: two). Furthermore the Company had two part-time employees (2018/19: two). No significant change is expected for the year 2020/21. The directors Mr. J.P. Eeken and Mr. N. van Esschoten retired per 29 February 2020 and were respectively succeeded by Mr. B.E. Tolhuisen (1 March 2020) and Mr. R. van Leuveren (10 March 2020). Risk management The risk management policies and procedures are key to ensure proper management of the Company.
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