Regulated and Insider Information

After the Shareholders' Meeting of 15 July 2016, questions have been posed to the Board by one of the shareholders of the Company. Since no individual shareholder, but only the shareholders as a collective are entitled to any information given by the Company, the Board answers these questions in this statement that will be made publicly available to all shareholders at the same time.

Structure of the Company

Even though the Company has a listing at Euronext Brussels and has or had most of its assets in Germany, OIM has its registered office in the United Kingdom of Great Britain and is therefore governed by UK law, most notably the Companies Act 2006 and the UK Corporate Governance Code.

Companies governed by the UK Corporate Governance Code are expected to establish an audit committee and a remuneration committee. This is a comply or explain regime, and OIM has complied, as has been the case under the former Board.

OIM has at its disposal a register of shareholders, maintained by Capita Registrars, containing the names and registered addresses of the legal holders of shares in the Company. Many of these legal shareholders however do not hold the beneficial interests of the shares, but only hold the shares in trust for the beneficial owner. These legal shareholders are often banks, trading on behalf of their clients. The Company has no part in the relation between the beneficial shareholder and the nominee (legal) shareholder. Only the legal shareholders however are entitled to receive notice of, attend, vote and speak at general meetings of companies. This may sometimes lead to problems with beneficial shareholders, wanting to attend and vote at a general meeting, but having to make arrangements to this end with their respective nominee (legal) shareholders.

The Company has, for the aforementioned reasons, only limited insight into the trade of its shares and which parties are major (beneficial) shareholders. The Company has updated the list of major shareholders on its website, but acknowledges it might not fully reflect the current status of beneficial holders of shares. This limited insight unfortunately also applies to possible improper actions of shareholders, such as them acting in concert. The Board currently has no signs of any

improper behaviour of shareholders, but urges any shareholder to report possible unlawful conduct to the competent authorities.

Previous Board

As mentioned in the press release by the Company on 16 October 2014, the Company had initiated legal proceedings against the former Board Members to obtain information and documents in their possession and under their control. These legal proceedings (and those initiated by the former board members) have been voluntarily settled, as was announced in a press release on 21 January 2015. Under this settlement, the Former Directors would provide additional information and documentation to the Company. The settlement did not pertain to anything else but to obtaining information, and furthermore no other settlements have been concluded between the Company and the former Board Members.

Financial situation

The Company and the current Board has accounted for its financial management, including the breakdown of costs, by means of the Annual Accounts and the Interim Accounts, as have been published as follows:

  • Annual Accounts 2014: 27 November 2015;

  • Interim Financial statements 2015: 29 March 2016

  • Annual Accounts 2015: 20 June 2016;

  • Interim Financial Statements 2016: 30 September 2016.

All these documents have been available to the public and the shareholders through the website of OIM and can be obtained at the Company Register. They have been drawn up to IFRS standards and have been independently audited by EY. The audit report of EY, on the contents of which the Company has no influence, has been inserted in the Annual Accounts, as is required.

In these documents, as well as in the statements made at the AGM of 26 January 2015 (as subsequently published on the website of the Company on 3 February 2015), at the AGM of 22 December 2015 (as subsequently published on 5 January 2016 on the website of the Company) and the statement published on the website on 15 July 2016, the Company has extensively explained the necessity to invest in obtaining information and getting the (financial) administration of the Company in order, predominantly during the second half of 2014 and during 2015. Also the (high) costs of the auditing process and of legal support are explained in detail in these documents.

The Board wishes to point out that a large portion of these costs could not have been avoided. For example, the auditing process over 2014 and 2015 has been very expensive due to the lack of administration left by the former Board and even though former auditor EY was reappointed to achieve as much continuity as possible. As another example, the structure of the Company, having its registered seat in the UK, a listing in Belgium and its main assets in Germany contributes significantly to the costs of the Company, as almost every aspect of Board policy has implications in all of these jurisdictions. This also accounts for the fact that notwithstanding the intentions of the Board, the administrative costs of the Company remain high even after the administration was brought in order. The yearly costs of the Board fees have however been reduced under the current board, as have been the office costs, albeit modestly.

As the Interim Financial Statements 2016 state (p. 3), the Board is of the opinion that the Company currently has a sufficient cash position to maintain its operations for the next twelve months after publication of that report on 30 September 2016. The Board is currently focusing on the possible sale of the interests held in Your Drinks, and has asked the specialized corporate finance company Chestnut to assist the Company and to approach possible interested parties. For an overview of the future strategy, the Company refers to its statement, published on 15 July 2016, under section V and the resolutions that were carried on the Annual General Meeting of 15 July 2016.

OIM - Opportunity Investment Management plc published this content on 08 November 2016 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 08 November 2016 17:34:09 UTC.

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