MARS ONE VENTURES AG BASEL REPORT OF THE STATUTORI( AUDITOR ON THE FINANCIAL STATEMENTS AS AT DECEMBER 31, d f3/~'DF/4

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1 MARS ONE VENTURES AG BASEL REPORT OF THE STATUTORI( AUDITOR ON THE FINANCIAL STATEMENTS AS AT DECEMBER 31, d f3/~'DF/4

2 MOORS STEPHENS.Zurich, October 30a 2017 MOORS STEPHENS EXPERT (ZURICH) AG Usteristrasse II CH-8001 Zurich Statutory auditor5s r~por~ ~o the shareholders of Mars One ~"entures AG Basel Ko rres po n d e nzad resse c/o REFIDAR MOORS STEPHENS AG Europastrasse 18 CH-8152 Glattbrugg T -I-4I I8 88 www. msexpertzu rich. ch Report o~ the audit of the financial statements O~in~o~a V1~e Ihave audited fhe financial stater~er~ts of Mars One Ventures AG a which comprise tie balance sheep as a~ as ~t 3~ December 2016 and the income ~taterr~er~t and notes for tie year then ended. In our opinion the accompanying financial statements as at 31 December 2016 comply uvith Swiss law end the ~ompany9s articles of incorporation. basis fog O~piniora 1Ne cond~c~ed oar audit ire accordance rivith Swiss raw and Swiss auditing Standards. Our respon~ sibilities sunder those provisions ar~d standards are further described in the Auditor's Responsibilities for the ~uclit of the Fin~nciaC Statements section of our report. 1/Ve are independent of the entity in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession ar~d ~we have funfilled our other ethical responsibilities in accordance v~rith these requirements. W~ believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinian~ Gains co.ncerr~ V\/~ drain attention to note "2.2 Going co~ncerr~ basis of accounting" to the financial statements de~ s~rib~n~ th~~ liquidity difficulfiies fih~e company faced during the financial year ended December ~ 6e phis fact together rivith other rnatfers disclased in note "2.2 Going concern basis of accounting 9f indicates the existence o~ a materiar ur~certainty that may cast significant doubt about the company7s ability to continue as a going concern. Should the going concern assumption n~ longer be appropriate, the financial s~atennents would have to be prepared based on liq~ui~ation values. fey,audit ~I/latters ~Cey ~udi~ matters are those matters that, on our professional judgment, were of most significance ire our audit of the financial statements of the current period. These matters were addressed in the content of our audit of the financial statements as a whole, and in forming our opinion thereon, and ~rve d~ not provide ~ separate opinion on these matters. MOORS STEPHENS EXPERT (ZURICH) AG is an independent Member of Moore Stephens International Limitid Member of EXPERTsuisse CHE VAT

07% share in (Mars One Merchandise PLG ~investment~ Kerr audif r~natter~ The valuation of the 3.

3 MOORE STEPHENS the key audit matters identified area i/aluation/assessment of impairment ~f the 3.07% share in Mars One Merchandise PLC ~investment~ Sale ofi the Cashcloud business 1/aluation/assessment of impairment of the 3.07% share in (Mars One Merchandise PLG ~investment~ Kerr audif r~natter~ The valuation of the 3.07% share in Mars One Merchandise PLC (investment) rnras significant to our audit because tie balance of kchf 1'122.5 is material to the financial ~~atenner~tso ~r~ addition bars C~~e IVlerchandise PLC is a start-up rivith a therefore limited track record end a significant measurement uncertainty involved in this valuation. the ~ompany~s disclosures abo~u~ the investment are included in CVo~e 5 and 15a Our f~espar~se~: Our audit procedures included, among others, the following: '!/Ve evaluated the external valuation report as of 24 February 201? especially in regard of the Bused assumptions end e~cemptionsf '0/Ve evaluated the external valuation experts vvho prepared the reports `V11/~ recalculated the externalvaluation report; and ~VV~e compared the ca~cu~ated value with the investment Sale of the Cashcloud business f~ce~y ~uc~it matter.!/ve considered the sale of the Cashcloud business as significant for our audit ~s the transaction is highly complex and with a P&L impact of ~CCHF x'383.3 material to the financial statements The Companyss disclosure about the sale is included in Note 1 and 13. Our 1~'esponse: 'We performed the follorning audit procedures in regard of the sale: ~/1/e critically reviewed fih~ purchase agreements ~P evaluated the critical c~m~onents of the agreement and compared it ~o the actual booki~ngsp and r/ve perforr~ed substantive audit procedures for all material accounts/ invoices in regard of the sale ~,'es~onsibility of fhe Board ~f Directors for the Finar~cia~ Statements the Board o~ Directors is res~or~sible for the preparation of the financial s~a~ements in accordance vvit~ the ~rovisio~s of S~nriss lariv and the company`s articles of ir~corporatior~, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material rr~iss~atement, whether due to fraud or error. In pr~par~ng the financial s~ater~ents, the Board of Directors is responsible for assessing the entity~s ability to continue as ~ going concern, disclosing, ~s applicablep matters related to going concern ~ndl using the going concern basis of accounting unless the Baard of Directors either intends to liquidate the entity or to cease operations, or has ~o realistic alfiernative but ~o do so~

fraud or error, and to issue an auditor's r~po~t that includes cur o~iniono ~easona~le assurance is a high level of assurance, bud is nod a guarantee that ~r~ audit conducted in accordance with ISAs

4 MOORE STEPHENS,~crc~if~r's f~esp~nsibilities.for the,~crdit ~f the Financial Statements Our objec~i~es are to obtain reasonable assurance about whether the financial statements as a ~vhome are free from material imissta~emen~, whether due to fraud or error, and to issue an auditor's r~po~t that includes cur o~iniono ~easona~le assurance is a high level of assurance, bud is nod a guarantee that ~r~ audit conducted in accordance with ISAs will always detect a material misstate rnent uvh~n it exists. IVlisstate~ents cans arse from fraud or error and are considered material ifg w~ndividually or ire the aggregateh they could reasonably be expected to influence the economic de- ~~sio~ns ~f users ~aker~ on the basis of these financial statements. ~ further description of our responsibilities for the audit of the financiam sta~eiments is located at the websit~ of E~C~'E~Tsuisseo ~~- ~crip~io~n forms part of our ~~ditorss repart,~e~por~ can ~tf~er Legal ~n~,rec~ulafory ~?equirements D~rang our audit performed ire accordance with article 728a parae 1 itenn 3 CO and Swiss Auditing Standard 890, rnre noted ghat are inter~na~ control system for the preparation of financial staterr~entsg ~esigr~ed ire accordance \nrith the instructions of the Board of Directors, is not commensurate with the e~tit~'s risk, gi~rer~ its size, campnexit~ and risk profile. Ire our o~iniar~, the internal control system is not in accordance with Svviss iaw and accordingly w~ ire unable t~ ~onfirnn the existence of the internal control system for the preparation o~ financial ~ta~ennents. ~~e prior year financian s~aternents ~nrere audited by a different auditor the ~uditor9s report dated ~priw 25, X016 v~ras wss~ued with an unqualified opinion. ~/1i'~ draw your ~tter~tior~ to the fiac~ that the ge~e~al meeting has nod been held uvithin sip months after tine fir~ancia~ closing as stipulated b~ article 699 pars. 2 CC~o Furthermore vue draw ~tten~ion to the fact that Mars One Ventures AG is over-indebted as per article 725 pare. 2 CO. Dui to the fact that the companyjs creditors subordinated their claims amounting ~o ~cc~if 1'318e~ the Board of Directors has refrained from notifying the court. ~e recomrr~end that the finan~ciaf statements submitted ~o you be approved IVIOORE STEI'HEIVS IEXf'ERT (ZURICH) AG i CNaudia~ Suter ~'eter NVlarti Licensed audit expert Licensed audit expert Auditor in charge ~ncmosu~res~ Financial ~tater~ents balance sheet, statement o~ comprehensive income and notes

5 Mars One Ventures AG, Basel/Switzerland Balance Sheet as of 31 December 2016 Current assets: CHF CHF Cash and cash equivalents 29'155,86 25'058,64 Receivables from related parties 0,00 16'077,40 Other current receivables 25'668,02 15'172,61 Deferred assets 10'956,09 0,00 65'779,97 56'308,65 Non-current assets: Financial assets - Loans to group companies 0,00 7'872'923,66 - Loans to third parties 461'419,87 0,00 Investments 1'136'135,27 510'058,02 Intangible assets - Software development costs 0,00 0,00 1'597'555,14 8'382'981,68 TOTAL ASSETS 1'663'335,11 8'439'290,33 ======== ======== Current liabilities: Other interest bearing liabilities - towards third parties ,79 0,00 - towards shareholders and related parties 0,00 179'635,24 Other current liabilities - towards third parties 154'720,21 219'956,16 - towards shareholders and related parties 0,00 61'937,19 Deferred income and accrued expenses 72'200,00 128'389,46 388'659,00 589'918,05 Non-current liabilities Loans from third parties (subordinated) ,07 0, ,07 0,00 Equity: Share capital (par value 0.20 CHF) 3'621'300,00 2'477'500,00 Legal reserves from capital contribution 8'133'192,49 8'112'017,24 Accumulated profit (deficit) -2'740'144,96-853'598,02 Profit (loss) for the period -9'058'500,49-1'886'546,94-44'152,96 7'849'372,28 TOTAL EQUITY AND LIABILITIES 1'663'335,11 8'439'290,33 ======== ======== Mars One Ventures AG, Basel Annual financial statements 2016 Page 1

6 Mars One Ventures AG, Basel/Switzerland Income statement for the period 1 January 31 December CHF CHF Revenues Other income 27'029,35 14'886,48 27'029,35 14'886,48 Other operating expenses Accounting, legal and advisory services 353'274,21 1'000'100,70 Office and administrative expenses 281'091,60 348'935,87 Total operating costs 634'365,81 1'349'036,57 Operating result before depreciation and amortisation, financial result and taxes -607'336,46-1'334'150,09 Depreciation/impairment 7'873'274,40 28'671,62 Valuation allowance 510'000,00 30'056,50 Operating result before financial result and taxes -8'990'610,86-1'392'878,21 Financial result Financial income 54'989,83 128'204,09 Financial expense -37'920,36-615'872,82 Net loss before tax -8'973'541,39-1'880'546,94 Taxes 84'959,10 6'000,00 NET LOSS -9'058'500,49-1'886'546,94 ======== ======== Mars One Ventures AG, Basel Annual financial statements 2016 Page 2

7 Mars One Ventures 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 30 October These financial statements have been audited by MOORE STEPHENS EXPERT (ZURICH) AG, Zurich. Mars One Ventures AG, Basel/Switzerland is hereinafter also referred to as the Company. The Company has been renamed from Cashcloud AG (until 2 August 2016) to InFin Innovative Finance AG (2 August 2016 until 2 December 2016) and to Mars One Ventures AG (since 2 December 2016). During 2016, the Board of Directors decided to spin-off the operative Cashcloud business and the Company sold its main subsidiaries to a third party investor as of 2 August Additionally to Sven Donhuysen as member of the Board of Directors, Moritz Hunzinger, Peter Heinz and Rainer Maurice Wunderlin were appointed as new members of the Board of Directors effective as of 1 January Resignations from the Board of Directors were: Sven Donhuysen (9 March 2016), Rainer Maurice Wunderlin (19 May 2016), Peter Heinz (7 September 2016). Ms Stefanie Frey was appointed as director for the Company as of 29 March 2016 with the right of sole representation. Dr Martin Grossmann has been appointed as director for the Company as of 5 December 2016 with the right of sole representation. Ms Stefanie Frey resigned as director as of 5 December Accounting Principles: 2.1. General: These 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. In addition to these financial statements, the Company has set up consolidated financial statements for the 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 has 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 through 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. Since the end of the accounting period covered in these statements the Company has gained access to shareholder and stakeholder support in the form of new capital and new debt facilities to ensure it continuing operations. There can be no assurance that additional equity or debt financing will always be available to the Company on commercially reasonable terms or at all but the Company has already received funds from supporters and there is no suggestion that further funds would not be forthcoming. Failure to obtain additional capital could result in insolvency, foreclosure and possible bankruptcy of the Company. Mars One Ventures AG, Basel Annual financial statements 2016 Page 3

8 The Company has received support from the subscription for new shares from new investors outside the immediate group of original stakeholders, and fund raising efforts are planned to continue with every expectation of continuing support from new investors. The Company expects to relist its shares on a public market and has commenced work on the Prospectus required to do this. Once relisted the profile of the Company will be enhanced and the access to new investors will increase. The Company has a binding placing letter for 6.0m in hand which is subject to certain performance targets for the Company which the Company expects it will be able to meet. The balance sheet for the Company has improved significantly since the end of the Accounting period, enhancing the possibility of realising assets for the Company if it needed to. The Company has a very low overhead and cost base. It carries no plant or equipment or significant investments in assets. The directors recognise that if they needed to reduce overhead they can do so by extending planned mission delivery dates over longer account periods if needed. The Company sold the operative Cashcloud business to a third party investor in August 2016 so that a funding requirement of the negative cash-flow from the Cashcloud business is no longer relevant for the Company. The remaining Cashcloud entities (also may be discontinued) are either non-active or cashflow positive. As of 7 October 2016 the Company had acquired a shareholding of 750 shares in Mars One Merchandise PLC, London (UK) through a contribution in kind by which new shares of the Company were issued; this shareholding in Mars One Merchandise PLC reflects 3,07% of its total share capital of shares. This shareholding does not require financial funding though the Company. As a result of the transactions the remaining funding requirements of the Company solely consist of its current administration costs. Based on the Company s liquidity forecast the external funding requirements for the coming 24 months amount to CHF 0,6 million. This external financing is at present not yet fully available. Based on cooperation with existing shareholders as well as the current negotiations with potential new investors, and the binding placing letter for 6.0m, 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. 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, 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 eventuality. 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 31 December with the closing exchange rates. 4. Employees: The Company has no employees. Mars One Ventures AG, Basel Annual financial statements 2016 Page 4

9 5. Investments and subsidiaries: Cashcloud Deutschland GmbH, Darmstadt/Germany Cashcloud Technology Services S.R.L., Sibiu/Romania Cashcloud S.A., Luxembourg/ Luxembourg Cashcloud Finance GmbH, Frankfurt am Main, Germany Mars One Merchandise PLC, London, UK Capital share/ voting share End of year Capital share/ voting share End of previous year Book value Book value % --- CHF 1 100% 100% CHF 57 CHF % --- CHF % --- CHF 13' ,07% --- CHF 1'122' 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 impairment and devaluation, since based on general valuation methods, 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 and leasing liabilities: The Company has neither 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. Collateral provided for liabilities in favour of third parties: The Company has no collaterals 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: End of October 2016, the Company signed a management compensation contract with monthly payment rates of EUR and a fixed compensation period until March Mars One Ventures AG, Basel Annual financial statements 2016 Page 5

10 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 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 maximum of share options issued in three tranches: Tranche Performance Period 1 1 January 31 December January 31 December January 31 December 2015 Issue Date 15 Feb Feb Feb 2016 Share options issued Share options outstanding as of 31 December 2016 Contractual life of options years from scheduled issue Date (15 Feb 2016) years from scheduled issue date (15 Feb 2017) year from scheduled issue date (15 Feb 2017) All options outstanding at 31 December 2016 had an exercise price of CHF 0,20. The options have a remaining contractual life of 0,1 years (last exercise date is 15 February 2017). 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 The options of tranche 1 have been exercised in August shares of tranche 2 and options of tranche 3 (in total: ) have been exercised in June 2016 and a deliverance of the physical share certificate amounting to ordinary share was executed as of However, the formal deed of the capital increase as well as the listing of these shares was outstanding as of 31 December No further options have been exercised until the end of the programme on 15 February 2017 and are no longer valid thereafter. 13. Depreciation/impairment: In the reflected period the Company had extraordinary depreciation and impairment due to the discontinuance of the Cashcloud business amounting to CHF 8'383'274 (depreciation on shares and impairment on loans to Cashcloud S.A., Luxembourg). 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 to Art. 663c OR: According to the knowledge of the Company, the main shareholders as of 31 December 2016 were as follows: Global Business Ltd., UK: 48,8% Freefloat (<5% shareholdings): 51.2% As of 31 December 2016 the members of the Board of Directors control none of the voting shares of the Company. Mars One Ventures AG, Basel Annual financial statements 2016 Page 6

11 15. Events after the balance sheet date: As of 1 March 2017 a capital increase of nominal CHF 95,8m ( new shares) has been executed through a contribution in kind of shares of Mars One Ventures PLC, UK (former Mars One Merchandise PLC). When the transaction is completed the Company will hold shares (equal to 100%) in Mars One Ventures PLC, UK, whose business activities mainly comprise merchandising and marketing. The value of the shares is based on a valuation performed by an external independent expert and amounts to approx. USD 389m. The Company has established authorized capital of CHF valid until 30 November The company has a binding investor placing letter for 6.0m in hand which is subject to certain performance targets for the Company. Further statutory disclosures in accordance with article 959c and Art. 961a of the Swiss Code of Obligations are not required. Mars One Ventures AG, Basel Annual financial statements 2016 Page 7

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

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