Annual report 2013

Option Trading Company N.V.

Brussel

Table of contents

Page

1. Report of the Board 4

2. Financial overview and company information2.1 Core figures 5

2.2 Balance headlines 5

2.3 Profit & Loss headlines 6

2.4 Other 7

3. Annual accounts3.1 Balance sheet at 31 December 2013 10

3.2 Statement of income and expenses for the year 2013 11

3.3 Notes to the financial statements 12

3.4 Notes to the balance sheet 15

3.5 Notes to the statement of income and expenses 17

4. Other information3.1 Audit statement 19

3.2 Statutory provision regarding appropriation of Proposal 19

3.3 Proposal result 19

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1. Report of the Board

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1.1 Report of the Board

Business

Developments during the year

The year 2013 was in several ways a quiet year for OTC. For the whole year there has been one trader active and the results have been encouraging given the quiet market circumstances. The financial markets have stabilized further during the year and in general this is not beneficial for our trading revenues. Our business consists of keeping prices from different products in line with each other and this is more difficult in volatile markets.Eventually the net result for 2013 is 48,576 euro positive. Given the market circumstances we are happy with this result. On the general shareholders meeting we propose to add the results to the general reserves and plan not to pay out a dividend. At this point we are convinced that we have a nice small stable basis for the business of OTC and are happy with the current situation. Especially if we look from where we came. That was a situation where there was nothing. We had no traders and no strategies in the office. In fact it was an empty shelf.

Outlook

On the macro front the most important threat still comes from the introduction of the "Financial Transaction Tax" (FTT). Although it looks like that the political atmosphere is getting less hostile towards financial markets and participants. A lot of research has shown that imposing a FTT will be very harmful for the economy and that the estimated revenues are extremely overestimated. So we hope that realism will prevail and that the ghost of the FTT disappears. At least for the coming year we don’t expect any threat from this area.

On the company side we mentioned last year that we were looking for a second trader to create a more redundant and sustainable situation. This is a very delicate process given the experience we had and the importance of the job. In the ideal world the new trader should know the existing trader and should have a proven track record as well.At this moment it looks like we have found this person. The new trader is supposed to start working with OTC in the second half of 2014. To further optimize our cost structure we decided to share the Clearing agreement, we and our sister company have, with our General Clearing Member. In practice this means that OTC as from January 2014 can trade with lower fees and less administrative systems.

On the operational front the first three months of 2014 have been reasonable. Especially given the very quiet markets at this 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.

I want to conclude the report by thanking our one and only trader for the excellent work done and hope to continue our relationship for a long time.

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Maurizio ScroccaChairman of the BoardOption Trading Company N.V.

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2. Financial overview and company information

2.1 Core figures

Option Trading Company N.V.Comparative figures

INCOME in 000's Euro 31.12.2013 31.12.2012 31.12.2011 31.12.2010 31.12.2009

Company result 49 1 272 (268) (193)

Result from ordinary activities before tax 49 1 272 (238) 407

Result for the period before taxes 49 1 272 (238) 407

Result of the year 49 1 272 (238) 407

EPS 0.02 0.00 0.088 (0.077) 0.132

2.2 Balance headlines

Option Trading Company N.V.Comparative balance sheet figures

ASSETS in EUR 000's 31.12.2013 31.12.2012 31.12.2011 31.12.2010 31.12.2009

FIXED ASSETS - 2 7 15 55

ACQUISITION EXPENSES - - - - 44

TANGIBLE ASSETS - 2 7 12 7

FINANCIAL ASSETS - - - 4 4

CURRENT ASSETS 10,163 9,622 8,269 4,105 1,308

RECEIVABLES DUE WITHIN ONE YEAR 466 571 516 3,997 4

INVESTMENTS 9,696 9,051 7,696 91 104

CASH - - 57 17 1,200

ACCRUALS - -

TOTAL ASSETS 10,163 9,624 8,276 4,120 1,363

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Option Trading Company N.V.Comparative balance sheet figures

LIABILITIES in EUR 000's 31.12.2013 31.12.2012 31.12.2011 31.12.2010 31.12.2009

EQUITY 1,477 1,383 1,382 1,109 1,347

CAPITAL 1,906 1,906 1,906 1,906 1,906 Issued shares 1,906 1,906 1,906 1,906 1,906

SHARE PREMIUM 383 383 383 383 383

RESERVES 129 129 129 129 129 legal reserve 129 129 129 129 129

RESULT (895) (1,035) (1,036) (1,309) (1,071)

LIABILITIES 8,686 8,241 6,894 3,011 16

AMOUNTS PAYABLE WITHIN ONE YEAR 8,732 8,241 6,895 3,001 16

ACCRUALS - - - 10

TOTAL LIABILITIES 10,163 9,624 8,276 4,120 1,363

2.3 Profit & Loss headlinesOption Trading Company N.V.Comparative income statement figures

Statement of income and expenses in 000's Euro 31.12.2013 31.12.2012 31.12.2011 31.12.2010 31.12.2009

Operating income and expesesGross margin 207 (62) (47) (47) (108) Remuneration, social security costs and pensions (123) (174) (248) (165) (17)

Depreciation and amounts written off acquisition expenses, intangible and tangible fixed assets (2) (5) (5) (53) (67) Other operating expenses (55) (2) (3) (3) (1)

Operating Income 27 (243) (303) (268) (193)

Financial income 21 593 790 205 718 Financial expenses (1) 349 215 175 118

Result from ordinary activities before tax 49 1 272 (238) 407

Result for the period before taxes 49 1 272 (238) 407

Result of the year 49 1 272 (238) 407

Profit for the year 49 1 272 (238) 407

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2.4 Other

Share information

ISIN BE0003834513

Mnemo OTCB

Introduction 24 May 2006

Market Euronext Brussel – Vrije Markt

No. issued shares 3.088.091

Free float on 31/12/2013 380.000 shares

Closing

High

0.70 €

0.70 €

Market capitalization 2.161.664 €

Shareholders’ and company address

Scrocca Trading Group B.V. holds 91% of the shares; 9% 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. +32.2.503.45.54

Option Trading Company N.V has no branch offices in Belgium or any other country.

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Trade information

Further information can be found on the website of NYSE Euronext:

https://www.euronext.com/nl/products/equities/BE0003834513-MLXB/quotes

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3. Annual accounts

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3.1 Balance sheet

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Company balance sheet as of December 31, 2013

(after appropriation of result) 12.31.2013 12.31.2012EUR EUR

Assets

Fixed assets

Tangible fixed assetsComputers 1 0 1,863

- 1,863 Current assets

Receivables group companies 2 380,578 494,797 Other accounts receivable 3 75,622 1,368,293

456,200 1,863,090

Securities 4 9,696,527 7,735,431

Cash at bank and in hand 5 9,840 23,625

10,162,567 9,624,009

12.31.2013 12.31.2012EUR EUR

Liabilities

Shareholders' equity 6Issued share capital 1,905,572 1,905,572Share premium 382,929 382,929Other reserves 128,850 128,850Retained earnings reserves -986,794 -1,035,370

1,430,557 1,381,981

Short-term-liabilitiesAmounts owed to credit institutions 7 8,668,652 8,223,973Wage tax & social securities 5,341 2,015Other payables 58,017 16,040

8,732,010 8,242,028

10,162,567 9,624,009

3.2 Statement of income and expenses for the year 2013

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Statement of income and expenses for the year 20132013 2012EUR EUR

Trading income 207,338 304,448

Personnel expenses 8 122,844 171,484 Depreciaton of tangible fixed assets 9 1,863 4,877 Other operating expenses 10 55,186 134,521 Total operating expenses 179,893 310,882

Operating result 27,445 6,434-

Other income and similar income 11 21,150 8,118 Other expenses and similar costs 19- 399- Financial income and expense 21,131 7,719

Result from operational activities before taxation 48,576 1,285

Taxation - -

Net result after taxation 48,576 1,285

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3.3 Notes to the financial statements

GeneralThe 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 policiesCompared with previous year, there have been no changes in the accounting policies applied.

Translation of foreign currencyReceivables, 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 instrumentsFinancial 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 managementOption 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.

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Accounting policies in respect of the valuation of assets and liabilities

GeneralThe 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 asa fixed percentage of cost, taking into account any residual value. Depreciation is providedfrom the date an asset comes into use. Land is not depreciated.

Accounts receivableUpon 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.

SecuritiesThe 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 thebalance sheet date, which extent is uncertain, but can reasonably be estimated.For amounts of taxation payable in the future, due to differences between the valuationprinciples in the annual report and the valuation for taxation purposes of the appropriatebalance sheet items, a provision has been formed for the aggregate of these differencesmultiplied 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.

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Accounting policies in respect of result determination

GeneralIncome 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 ofmanufacture. 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 expensesExpenses are based on the historical cost convention and attributed to the financial year to which they pertain.

Net financial resultInterest income and expenses is the interest received, respectively paid to third parties.

TaxationCorporate 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.

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3.4 Notes to the balance sheet

Fixed Assets

1. Tangible fixed assetsSoftware Hardware Total

EUR EUR

Originally invested 13,442 14,632 28,074 Accumulated depreciation (13,442) (12,769) (26,211) Balance as at 31 December 2012 - 1,863 1,863

Changes in 2013Investments - - - Depreciation - (1,863) (1,863)

- (1,863) (1,863)

Balance as at 31 December 2013 - 0 0

Originally invested 13,442 14,632 28,074 Accumulated depreciation (13,442) (14,632) (28,074) Balance as at 31 December 2013 - 0 0

Depreciation rates 50% 33,33%

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Current assets

31-12-2013 31-12-2012EUR EUR

2. Receivables from group companies

Scrocca Trading Group B.V. 308,147 397,347 Scrocca Option Trading B.V. 72,431 97,450 Balance as at December 380,578 494,797

31-12-2013 31-12-2012EUR EUR

3. Other accounts receivables

Amounts receivable from credit institutions - 1,295,041 Receivable withholding taxes 74,577 73,252 Taxes and social security premiums - - Other receiveables 1,045 - Balance as at December 75,622 1,368,293

31-12-2013 31-12-2012EUR EUR

4. Securities

Long positions 9,696,527 7,735,431 Balance as at December 9,696,527 7,735,431

31-12-2013 31-12-2012EUR EUR

5. Cash at bank and in hand

ABN AMRO Bank 9,840 23,625 Balance as at December 9,840 23,625

Current assets

31-12-2012 31-12-2011EUR EUR

2. Receivables from group companies

Scrocca Trading Group B.V. 397,347 247,671 Scrocca Option Trading B.V. 97,450 224,031 Balance as at December 494,797 471,702

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Liabilities

Liabilities

6. Shareholder's equity (in EUR)

Balance as at 1 January 2013 1,905,572 382,929 128,850 (1,036,656) 1,286 1,381,981 Changes: - Issue of ordinary shares - Appropriation of result 1,286 (1,286) - Result for the year 48,576 48,576 Dividend paid -

Balance as at 31 December 2013 1,905,572 382,929 128,850 (1,035,370) 48,576 1,430,557

Liabilities

6. Shareholder's equity (in EUR)

Issued share capital

Share premium reserve

Legal reserve

Other reserves

Retained earnings

Total 2013

Balance as at 1 January 2013 1,905,572 382,929 128,850 (1,036,656) 1,286 1,381,981 Changes: - Issue of ordinary shares - Appropriation of result 1,286 (1,286) - Result for the year 48,576 48,576 Dividend paid -

Balance as at 31 December 2013 1,905,572 382,929 128,850 (1,035,370) 48,576 1,430,557

Issued share capital

The issued share capital is 3.088.091 shares, of which 380.000 is free float on the ‘Vrije Markt’ Brussel.

Short-term liabilities

31-12-2013 31-12-2012EUR EUR

7. Amounts owed to credit institutionsSecurities 7,052,820 8,211,747 Clearing Member 1,615,955 12,226 Total current liabilities 8,668,775 8,223,973

Events after balance sheet and off balance sheet commitments and rights

Rental obligationsThe company has a contractual obligation for the payment of rent terms for a total amount of€ 20.800. The term of the contract ends in September 2019..Warranties/ guaranteesAs of year end the company is provided an amount of € 7.426 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.

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3.5 Notes to the statement of income and expenses

31-12-2013 31-12-2012EUR EUR

8. Personnel expenses

Wages & Salaries 106,318 141,753 Social security and other personnel expenses 16,526 29,731

122,844 171,484

Average number of employeesIn the company the average no. of employees is 1.

9. Depreciation of tangible fixed assetsDepreciation of tangible fixed assets 1,863 4,877

1,863 4,877

31-12-2013 31-12-2012EUR EUR

10. Other operating expenses

Cost of Listing 7,684 7,583 Housing 26,539 21,848 Office expenses 8,113 26,240 General Expenses 12,850 78,850

55,186 134,521

31-12-2013 31-12-2012EUR EUR

11. Interest and similar income

Applied interest Scrocca Trading Group B.V. (17,000) (2,304) Applied interest Scrocca Option Trading B.V. (4,150) (5,814)

(21,150) (8,118)

Brussels, 24 April 2014

M. ScroccaChief Executive Officer

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4. Other information

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4.1 Audit statementNo audit has been performed in accordance with the statutory size exemption.

4.2 Statutory provision regarding appropriation of ProposalThe 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 resultThe management of the company proposes to appropriate the profit as follows:

The profit for the year 2013 in the amount of € 48,576 will be attributed in full from the other reserves.

This proposal needs to be approved by the General Shareholders Meeting.

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