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SAMPLE INDEPENDENT AUDITOR’S REPORT

To: the shareholders of … (name of entity/entities)

  1. Report on the annual accounts 201X included in the annual report – Our opinion

We have audited the annual accounts 201X (or for a broken financial year: for the year ended June 30th 201X) of … (name of entity/entities) at … (location of registered office).

In our opinion, the annual accounts included in this annual report give a true and fair view of the size and composition of the financial position of … (name of entity/entities) at December 31st 201X (or for a broken financial year: June 30th 201X) and its result for 201X in accordance with Part 9 Book 2 of the Dutch Civil Code (BW).

The annual accounts consist of:

  1. The balance sheet at December 31st 201X (or in case of a broken financial year: June 30th 201X);
  2. The profit-and-loss account for 201X;
  3. The notes, comprising a summary of the accounting policies for financial reporting and other explanatory information.

The basis for our assessment

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities in this respect are described in the section ‘Our responsibilities for the audit of the annual accounts’.

We are independent of … (name of entity/entities) as required by the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO) and other independent regulations in the Netherlands relevant to the Assignment. Furthermore, we have complied with the Dutch Regulation on the Conduct and Profession of Auditors (VGBA).

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Materiality

Based on our professional judgment, we have determined the materiality for the annual accounts as a whole at EUR X. The materiality is based on … (to be specified % of the relevant benchmark, e.g. profit, turnover or other criteria). We also consider deviations and/or potential deviations which, in our opinion, are substantive for the users of the annual accounts for qualitative reasons.

We agreed with the with governance burdened persons that we report deviations above EUR Y that we found during our audit, as well as other deviations that we deem relevant for qualitative reasons.

The key points of our audit

In the key audit topics we describe what, in our professional opinion, were the most important aspects of our audit of the annual accounts. The key audit topics have been communicated to management, but do not represent an exhaustive view of everything that was discussed.

We determined our audit procedures with respect to these key points in the context of the annual accounts audit as a whole. Our findings on the individual key points must be viewed in that context and not as separate opinions on those key points. [If applicable: In addition to the matter(s) described in the paragraph(s) ‘Material uncertainty of continuity’ (and/or ‘Basis for qualified opinion’/’Basis for adverse opinion’), we have selected the matters described below as key audit matters].

The description of a key point includes the following elements:

  • A description of the key issue;
  • A summary of the performed audit work;
  • Where relevant, any significant observations relating to key issues;
  • Where relevant, a reference to notes or references in the annual report.
  1. Statement on other information included in the annual report

In addition to the annual accounts and our auditor’s report thereon, the annual report includes other information which consists of:

  • The management report;
  • The other data.

Based on the procedures described below, we are of the opinion that the other information:

  • Is consistent with the annual accounts and contains no material misstatements;
  • Contains all the information required pursuant to Part 9 Book 2 of the Dutch Civil Code (BW).

We have read the other information and considered whether it contains material misstatements, based on our knowledge and understanding obtained from auditing the annual accounts or otherwise. Our procedures are in accordance with the requirements of Part 9 Book 2 of the Dutch Civil Code (BW) and the Dutch Standard 720. These procedures do not have the same depth as our control procedures of the annual report. Management is responsible for the preparation of the management report and the other data in accordance with Part 9 Book 2 of the Dutch Civil Code (BW).

  1. Description of the responsibilities concerning the annual accounts

Management’s responsibilities for the annual accounts

Management (or other term, e.g. ‘The Board of Directors’) is responsible for the preparation and fair presentation of the annual accounts in accordance with Part 9 Book 2 of the Dutch Civil Code (BW). In this context, management is responsible for such internal control as it determines is necessary to enable the preparation of the annual accounts that are free from material misstatement due to error or fraud.

In preparing the annual accounts, the management must assess whether the company is able to continue its activities. Under the aforementioned accounting system, management must prepare the annual accounts with regards to the assumption of continuity, unless management intends to liquidate the company or cease its operations or if termination is the only realistic alternative. The board (or other term, e.g. Management) must disclose the events and circumstances that may give rise to reasonable doubt about the company’s ability to continue as a going concern in the annual accounts.

The persons in charge of governance are responsible for supervising the financial reporting process of the company.

Our responsibilities for the annual accounts audit

Our responsibility is to plan and perform an audit to obtain sufficient and appropriate audit evidence to form our opinion.

We conducted our audit with a high level of assurance, but not absolute assurance, which may not enable us to detect all material errors and fraud during our audit.

Misstatements may arise from fraud or error and are material if, individual or collectively, they are reasonably likely to influence the economic decisions of users taken on the basis of these annual accounts. Materiality affects the nature, timing and extent of our audit work and the assessment of the effect of identified misstatements on our opinion.

We conducted our audit in a professionally critical manner and applied professional judgement where relevant in accordance with Dutch auditing standards, ethics regulations and independence requirements. Our audit included the following:

  • Identifying and estimating the risks that the annual accounts may contain material misstatements as a result of errors or fraud, determining and performing audit procedures in response to those risks and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In the case of fraud, the risk of not detecting material misstatement is greater than in the case of errors. Fraud may involve conspiracy, forgery, deliberate failure to record transactions, deliberate misrepresentations or breach of internal controls;
  • Obtaining an understanding of internal control relevant to the audit in order to select audit procedures that are appropriate in the circumstances. This work does not aim to express an opinion on the effectiveness of the entity’s internal control;
  • Evaluating the appropriateness of accounting policies used for financial reporting and evaluating the reasonableness of accounting estimates made by management, as well as the disclosures made in the annual accounts;
  • Establishing that the continuity assumption used by management is acceptable. In addition, on the basis of the audit evidence obtained, we determine whether events or circumstances have arisen that provide reasonable doubt into whether the company can continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the relevant notes in the annual accounts. If the disclosures are inadequate, we must adjust our opinion. Our conclusions are based on the audit information obtained up to the date of our audit report. However, future events or circumstances may result in a company being unable to continue as a going concern;
  • Evaluating the presentation, structure and content of the annual accounts and the disclosure therein;
  • Evaluating whether the annual accounts give a true and fair view of the underlying transactions and events.

We communicate with those responsible for governance, including the planned scope and timing of the audit and any significant finding from our audit, including any significant deficiencies within internal control.

We confirm to the persons in charge of governance that we have complied with the relevant ethical rules on independence, we also communicate with the persons in charge of governance about all relationships and other matters that may reasonably affect our independence and the related measures to ensure our independence.

We determine the key audit topics for our audit based on all matters discussed with the persons responsible for governance. We describe these key issues in our audit report, except where prohibited by law or regulation or in extremely rare circumstances where non-disclosure is in the public interest.

Place and date

Schreurs Accountants & Business advisors

… (auditor’s name)

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