REPORT OF THE STATUTORY AUDITOR AND FINANCIAL STATEMENTS Cashcloud AG 4054 Basel. formerly: Cashcloud Holding AG 4054 Basel.

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1 REPORT OF THE STATUTORY AUDITOR AND FINANCIAL STATEMENTS 2015 Cashcloud AG 4054 Basel formerly: Cashcloud Holding AG 4054 Basel Index 1. Report of the statutory auditor 2. Financial Statements - Balance sheet - Income statement - Notes

2 Report of the statutory auditor to the general meeting of Cashcloud AG (formerly Cashcloud Holding AG) 4054 Basel Report of the Statutory Auditor on the Financial Statements As statutory auditor, we have audited the accompanying financial statements of Cashcloud AG (formerly Cashcloud Holding AG), which comprise the balance sheet as at December 31, 2015, and the income statement and notes for the year then ended. Board of Directors Responsibility The Board of Directors is responsible for the preparation of these financial statements in accordance with the requirements of Swiss law and the company s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity s preparation of the financial statements 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 entity s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Seite 2 Opinion In our opinion, the financial statements for the year ended December 31, 2015 comply with Swiss law and the company s articles of incorporation.

3 Seite 2 Opinion In our opinion, the financial statements for the year ended December 31, 2015 comply with Swiss law and the company s articles of incorporation. Emphasis of Matter We draw attention to note 2.2 Going concern basis of accounting to the financial statements describing the liquidity difficulties the company faced during the financial year ended December 31, This fact together with other matters disclosed in note 2.2 Going concern basis of accounting indicates the existence of a material uncertainty that may cast significant doubt about the Company s ability to continue as a going concern. Should the going concern assumption no longer be appropriate, the financial statements would have to be prepared based on liquidation values. In this case a serious concern of over-indebtedness in the sense of article 725 para. 2 CO would exist and the relevant provisions would have to be complied with. The prior year financial statements were audited by a different auditor. The auditor s report dated March 24, 2015 was issued with an unqualified opinion. Report on Other Legal Requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 Code of Obligations (CO) and article 11 AOA) and that there are no circumstances incompatible with our independence. In the course of our audit performed in accordance with article 728a para. 1 item 3 CO and Swiss Auditing Standard 890, we noted that an internal control system for the preparation of financial statements designed according to the instructions of the Board of Directors was adequately documented but not implemented in all material respects. In our opinion, the internal control system is not in accordance with Swiss law and accordingly we are unable to confirm the existence of the internal control system for the preparation of the financial statements. We recommend that the financial statements submitted to you be approved. Schwyz, April 25, 2016 Treuhand- und Revisionsgesellschaft Mattig-Suter und Partner Aldo Dubacher Licensed audit expert Auditor in charge Marc Arnet Licensed audit expert

4 Cashcloud AG (until 13 February 2015: Cashcloud Holding AG), Basel/Switzerland Balance Sheets as of 31 December CHF CHF Current Assets: Cash and cash equivalents 25'058,64 1'051'308 Receivables from related parties 16'077, Other current receivables 15'172,61 4'031 56'308,65 1'056'208 Non-current assets: Financial Assets - Loans to group companies 7'872'923,66 4'933'639 Investments 510'058,02 540'115 Intangible assets - Software development costs 0,00 28'672 8'382'981,68 5'502'425 TOTAL ASSETS 8'439'290,33 6'558'633 ======== ======== Current Liabilities: Other Interest bearing liabilities - towards shareholders 179'635,24 0 Other current liabilities - towards third parties 219'956, towards shareholders 61'937,19 18'343 Deferred income and accrued expenses 128'389,46 125' '918,05 143'531 Equity: Share capital (par value 0.20 CHF) 2'477'500,00 2'400'000 Legal reserves from capital contribution 8'112'017,24 4'868'700 Accumulated deficit -853'598,02-512'489 Loss for the period - 1'886'546,94-341'109 7'849'372,28 6'415'102 TOTAL EQUITY AND LIABILITIES 8'439'290,33 6'558'633 ======== ======== Cashcloud AG, Basel Annual financial statements 2015 Page 1

5 Cashcloud AG (until 13 February 2015: Cashcloud Holding AG), Basel/Switzerland Income statement for the period 1 January 31 December CHF CHF Revenues Other income , ,48 0 Other operating expenses Accounting, legal and advisory services 1'000'100,70 320'661 Office and administrative expenses 348'935,87 2'592 Total operating costs 1'349'036,57 323'253 Operating result before depreciation and amortisation, financial result and taxes -1'334'150,09-323'253 Depreciation 28'671,62 0 Valuation allowance 30'056,50 0 Earnings before financial result and taxes -1'392'878,21-323'253 Financial result Financial income 128'204,09 87'272 Financial expenses -615'872,82-104'830 Net loss before taxes -1'880'546,94-340'812 Taxes 6'000, NET LOSS -1'886'546,94-341'109 ======== ======== Cashcloud AG, Basel Annual financial statements 2015 Page 2

6 Cashcloud AG (until 13 February 2015: Cashcloud Holding AG), Basel/Switzerland Notes to the accounts for the year ended 31 December General information: These financial statements were authorised for issue by the Board of Directors on 25 April These financial statements have been audited by Treuhand- und Revisionsgesellschaft Mattig-Suter und Partner. In the previous year the financial statements has been audited based on a limited review by ACT Audit & Tax AG, Zurich/Switzerland. The sole member and President of the Board of Directors in the respective period was Sven Donhuysen. Cashcloud AG, Basel/Switzerland is hereinafter also referred to as the Company. The Company including its subsidiary is hereinafter also referred to as the Cashcloud Group or the Group. 2. Accounting Principles: 2.1. General: These annual financial statements have been prepared in accordance with Swiss law. The methods and accounting policies used for the financial statements meet the requirements of the Swiss law under art. 957 ff. OR. The prior year figures have been adjusted accordingly. In addition to these annual financial statements, the Company has set up consolidated financial statements for the Cashcloud Group, which have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs) as issued by the International Accounting Standards Board (IASB). Therefore the Board of Directors have refrained from setting up a statement of cash flows for the single financial statements and the disclosure of additional notes in accordance with art. 961d of the Swiss Code of Obligation. The management report of the Board of Directors in accordance with art. 961c is published separately Going concern basis of accounting: The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet mandatory repayment terms of the Companies debt facilities and other liabilities, including the corresponding funding of the subsidiaries. As the funding of the Group is done though the Company, the total funding requirements of the Group are equal to the Company s funding requirements. As described in the following, the Company needs additional capital to meet its future cash requirements and to execute its business strategy, which requires that continuous successful financing by shareholders or other external parties is required until the Group is able to generate sufficient operating cash flows that will allow the Company to continue as going concern. The Company s lack of capital and existing debt defaults could require it to cease operations without further funding. To maintain its current level of business operations and meet its current debt obligations, the Company will be required to obtain additional capital through either equity or debt financing. There can be no assurance that additional equity or debt financing will be available to the Company on commercially reasonable terms or at all. Failure to obtain additional capital could result in insolvency, foreclosure and possible bankruptcy of the Company. These factors raise a material uncertainty that may cast significant doubt on the entity's ability to continue as a going concern. Cashcloud AG, Basel Annual financial statements 2015 Page 3

7 Based on the current economic development of the Cashcloud Group, the Board of Directors considers the current business plan as showing a realistic and achievable scenario that the Group will be able to maintain adequate resources to continue in operational existence for the foreseeable future. The main premises underlying this scenario include the assumptions that sufficient capital will be available in order to invest in planned marketing actions and the planned level of development efforts. These premises will in a very directly manner determine the level of achievable business volume. The Group has recognized a net loss of CHF 4,5 million for the year ended 31 December 2015, and an accumulated deficit of CHF 11,3 million as of 31 December According to the business plan, it is not expected that the Group will be able to achieve a positive net income before end of 2017, and the external funding requirements for the coming 24 months amount to CHF 16,0 million. This external financing as usual with start-up companies is at present not yet fully available. Based on cooperation with existing investors as well as the current negotiations with potential new investors, the Board of Directors is convinced that the existence of the Group will be secured especially in the next two years and that the Company will be able to successfully complete the necessary external financing rounds in order to raise capital that is sufficient to achieve this goal. This belief is supported by the fact that a capital increase by was performed in December 2015 amounting to CHF 3,4 million converting existing loans to equity. Additionally major investors gave their contractual committed to a further capital increase remaining to the amount of CHF 1,3 million. The Board of Directors acknowledges that a material uncertainty exists that may cast significant doubt about the Company s ability to continue as a going concern in regard to the Company s ability to meet its funding requirements and to refinance or repay its debt facilities and other liabilities as they fall due. However, as described above, the Board of Directors has a reasonable expectation that the Company will be able to raise adequate resources to continue in operational existence for the foreseeable future. If for any reason the Company is unable to continue as a going concern, it could have an impact on the Company s ability to realise assets at their recognised values and to extinguish liabilities in the normal course of business at the amounts stated in the financial statements. The financial statements do not include adjustments that might result from the outcome of this uncertainty. 3. Explanatory notes to the financial statements: 3.1. Functional currency The financial statements have been prepared in CHF, which represents the functional currency of the Company. Assets and liabilities in currencies other than CHF have been revalued as of and of year with the closing exchange rates. 4. Employees: The Company has no employees. Cashcloud AG, Basel Annual financial statements 2015 Page 4

8 5. Investments and subsidiaries: Cashcloud Deutschland GmbH, Darmstadt/Germany Cashcloud Technology Services S.R.L., Sibiu/Romania Cashcloud S.A., Luxembourg/ Luxembourg Capital share/ voting share End of year Capital share/ voting share End of previous year Book value Book value % 100% CHF 1 CHF % 100% CHF 57 CHF % 100% CHF CHF The investments and loans to the subsidiaries are recorded at acquisition and nominal value, respectively. Such value might differ from the actual equity value of the various subsidiaries. The Board of directors refrains from an impairment and devaluation, since based on the business plan of the group, the estimated fair value attributable to those companies exceeds the stated book values. 6. Treasury shares: The Company nor its subsidiaries hold treasury shares in the Company. The Company nor its subsidiaries have acquired or sold treasury shares within the respective period. 7. Rent an leasing liabilities: The Company has no off-balance sheet leasing obligations nor long and fixed-term rental contracts. 8. Liabilities towards pension funds: The Company has no liabilities to pension funds. 9. Contingent liabilities in favour of third parties: The Company has no contingent liabilities in favour of third parties. 10. Assets pledged or assigned to secure own liabilities / assets under reservation of title: The Company has not pledged or assigned to secure own liabilities nor has the Company any assets under reservation of a title. 11. Contingent Liabilities: The Company has no contingent liabilities. Cashcloud AG, Basel Annual financial statements 2015 Page 5

9 12. Participation rights of the management or employees: During 2013, the Company introduced an equity-settled share option program that entitles certain employees of the Cashcloud Group to purchase shares in the Company. In accordance with this program, holders of vested options are entitled to purchase shares at an exercise price of CHF 0,20. Under the program, beneficiaries receive the right to have a total maximum of share options issued in three tranches: Tranche Performance Period Issue Date Share options issued 1 1 January 31 December January 31 December January 31 December 2015 Contractual life of options 15 Feb years from scheduled Issue Date (15 Feb 2016) 15 Feb years from scheduled issue date (15 Feb 2017) 15 Feb year from scheduled issue date (15 Feb 2017) All options outstanding at 31 December 2015 had an exercise price of CHF 0,20. The options have a contractual life of 1,1 years. The options of tranche 1 have been exercised in August 2015; however, deliverance of the shares was outstanding as of 31 December Based on the actual target achievement determined for the second tranche of this program (relating to the 2014 Performance Period), share options were issued in March 2015; share options hereof where settled in October Based on the actual target achievement determined for the third tranche of this program (relating to the 2015 performance period), share options were issued in January Extraordinary result: The Company does not have extraordinary income or expenses in the respective period. 14. Supplementary Information for companies with listed shares: Remuneration Report according to Art. 663b bis OR: The Company issued a Remuneration Report (Vergütungsbericht) according to Art. 663b bis OR Mayor shareholdings according Art. 663c OR: According to the knowledge of the Company, the main shareholders as of 31 December 2015 were as follows: SPP Capital AG: 33,2% Cybernet Capital Limited: 19,3% Foresight Foundation: 18,0% Freefloat (<5% shareholdings): 29,5% The members of the Board of Directors control the voting shares of the Company of 18.0% as of 31 December 2015 (Sven Donhuysen as beneficial owner of Foresight Foundation). 15. Events after the balance sheet date: Based on the shareholders decision of 21 December 2015, Moritz Hunzinger, Peter Heinz and Rainer Maurice Wunderlin were appointed as new members of the board of directors and accepted the appointment as of 1 January The new members have neither been considered as member of the Board of Directors nor as related parties in the respective period. Cashcloud AG, Basel Annual financial statements 2015 Page 6

10 Sven Donhuysen resigned from the board of directors as of 11 February Ms Stefanie Frey has been appointed as director for Cashcloud AG as of 29 March 2016 with the right of sole representation. The Company was informed by the mayor shareholder SPP Capital AG that its shareholding has been increased to 53,3% as of by March Rainer Maurice Wunderlin resigned from the board of directors as of 22 April Further statutory disclosures in accordance with article 959c and Art. 961a of the Swiss Code of Obligations are not required. Cashcloud AG, Basel Annual financial statements 2015 Page 7

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