Final Results

For immediate release - 7.00 3 September 2012

Vipera Plc ("Vipera" or "the Company")

Annual Report and Financial Statements for the year ended 31 December 2011

Notice of Annual General Meeting

Related party transaction

Appointment of Broker

The Company is pleased to announce the publication of its annual report and financial statements for the year ended 31 December 2011, extracts from which are set out below, and which are also available on the website www.vipera.com Accordingly, and further to the announcements of 8 June 2012, and 24 July 2012, the suspension of trading in the Company's shares has been lifted with effect from today.

The Company has published a Notice of Annual General Meeting. The meeting takes place at 1 Cornhill, London EC3V 3ND on Wednesday, 17 October 2012 at 12 noon.

The Company is also announcing today its unaudited results for the six months to 30 June 2012.

Chairman's Statement

Vipera has set out to be a significant supplier, to banks and other organisations, of software that enables mobilisation. By mobilisation in this context is meant enabling software functionality and product offerings that are currently available on the internet - in particular e-commerce, e-banking - to be available on mobile devices, often referred to as m-commerce. Indeed, mobile device technology opens up a greater range of possibilities, leveraging location and other device functionalities.

Vipera has built up a customer base in the Middle East where it has a close relationship with a number of banks. During 2011 the Company saw continued uptake of its Motif suite of mobile financial services products with ongoing work for major financial services organisations in the Middle East. Vipera's mobilisation services gained further traction with Middle Eastern government departments and organisations and indeed one of our customers was awarded "best e-service solution" at the QITCOM conference.

In 2011 revenues grew by over 250% from £253,000 to £660,000. This substantial increase is below the target which we had set ourselves. We found that deals took longer to close than we had expected, as banking clients are taking longer to make capital investment decisions. During 2011 the Company was able to make meaningful progress in opening doors to the European market. However, given the long lead times, the benefits of this will not be seen until 2012.

In parallel, your Board has been proactive in seeking out expansion opportunities which are compatible with our target market and our skill set. In the latter part of the year, such an opportunity was identified and pursued, culminating, in early 2012, in our announcing that a heads of agreement had been signed to execute a merger with a firm whose business was complementary to Vipera's. In due course, however, both parties decided not to progress the transaction to a binding sale and purchase contract, because they concluded that each company's strategic objectives were not best served by completing the transaction on the terms available. However, your Board continues to pursue opportunities for M&A and partnerships that better suit our needs

Today the current business pipeline is at its highest ever level and includes exciting new non-banking applications for our mobile transactions platform. We are encouraged to continue our endeavours in this fast expanding marketplace. Your Board would like to thank all of our staff for their enthusiastic work and commitment over the last year.

Our next General Meeting will be held at 1 Cornhill, London EC3V 3ND at 12.00 noon on Wednesday, 17 October 2012 and we welcome shareholders to attend the meeting.

Luciano Martucci

Chairman

31 August 2012

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2011

Consolidated Statement of Financial Position

31 December 2011

Company number 05383355

Parent Company Statement of Financial Position

31 December 2011

Company number 05383355

Consolidated Statement of Changes in Equity

For the year ended 31 December 2011

Attributable to equity shareholders of the Company

Parent Company Statement of Changes in Equity

For the year ended 31 December 2011

Group and Parent Company Cash Flow Statements

For the year ended 31 December 2011

Non cash transactions in prior year

On 13 August 2010 the Company issued 103,651,724 Ordinary Shares at 7.55p each in exchange for the issued share capital of Vipera GmbH.

For the year ended 31 December 2011

3 Total revenue and segmental analysis

IFRS 8 requiresoperating segments to be identified on the basis of internal reports about components of the Group that are regularly reviewed by the Chief Executive Officer and Chief Financial Officer to allocate resources to the segments and to assess their performance. Management considers the business from both a geographic and activity perspective. The Group has three geographic operating entities and one single activity. The three geographic entities are located in the UK, Switzerland and Italy. These three entities together execute in the Group's single business activity, being the provision of software and services.

Total revenue comprises:

Revenues are generated in a number of countries analysed as to:

Sales between entities are carried out at contractually agreed rates.

Revenues in excess of 10% with a single customer were as follows:

All revenues are attributable to the Swiss entity, for the supply of software and related services.

The loss is attributable to entities as to:

The assets and liabilities of the Group are attributable to entities as to:

The assets and liabilities of the Group are attributable to entities as to:

4 Staff costs

The average number of employees, including Directors, employed by the Group was:

Employees', including Directors', costs comprise:

Staff costs include £232,165 (2010: £140,813) of costs capitalised and included under non-current intangible assets.

5 Directors

Directors' emoluments comprise:

Information regarding Directors' share options and warrants is shown under Directors' Interests in the Directors' Report.

6 Operating loss

In accordance with IFRSs, costs associated with the reverse acquisition of Vipera Plc (formerly Ricmore Capital Plc) by Vipera GmbH in 2010 were expensed in the statement of comprehensive income of the Company in that year. These had been incurred or accrued for by the date of completion of the acquisition, and were accounted for as pre-acquisition expenses.

The loss for the financial year dealt with in the financial statements of the Parent Company, Vipera Plc, was £7,717,484 (2010 - loss of £346,414). As permitted by Section 408 of the Companies Act 2006, no separate statement of comprehensive income is presented in respect of the Parent Company.

7 Expenses by nature

8 Finance income

9 Finance costs

10 Tax

Analysis of tax (credit)/charge on ordinary activities:

Factors affecting the tax credit for the year

The tax credit for the year is lower (2010 - lower) than the standard rate of corporation tax in the UK applied to the Group loss before tax of 26% (2010: 28%). The difference is explained below:

Factors affecting the tax charge of future periods

Tax losses available to be carried forward by the Group at 31 December 2011 against future taxable profit are estimated to comprise excess management expenses of approximately £254,000 arising in the UK and trading losses of approximately £1,515,000 arising in Switzerland. In addition, capital losses of approximately £2,175,000 arising in the UK are available to be carried forward.

A deferred tax asset at 24% amounting to approximately £61,000 (31 December 2010: £30,000) has not been recognised in respect of accumulated realised losses in the UK (excluding capital losses), as there is insufficient evidence that the asset will be recovered in the foreseeable future. There were no other factors that may affect future tax charges.

11 Loss per share

Basic loss per share has been calculated by dividing the loss on ordinary activities after taxation by the weighted average number of shares in issue during the year. There is no difference between the basic and diluted loss per share as the effect on the exercise of options and warrants would be to decrease the loss per share.

Since the year end, no warrants have been exercised which may result in the dilution of the earnings per share in the future. Details of share options and warrants that were anti-dilutive but may be dilutive in the future are set out in note 21.

12 Goodwill and business combination

The goodwill is attributable to the benefits to be derived from the listing of the Parent Company. Goodwill is included within the UK reporting segment.

13 Intangible assets

The above intangible assets comprise investment in the development of Group product platforms. All research and development costs not eligible for capitalisation have been expensed.

The recoverable amount of the above cash generating unit has been determined based on value in use calculations. No goodwill is allocated to the Group's cash generating unit as this related to the Parent Company as explained in note 12. The value in use calculations use cash flow projections based on financial budgets approved by Management covering a two year period. These incorporate contracted revenues, revenues which are based on project tenders and projected revenue. Given the nature of the work and the visibility of revenue in the future, it is considered appropriate not to extend the discounted cash flow workings beyond this period. Probabilities have been assigned to revenues based on the anticipated success - a rate of 90-95% has been applied to contracted work, versus 70% applied to projected work. A discount rate of 15% has been used in the calculations. The recoverable amount based on value in use exceeded the carrying value by £695,625. A reduction in the projected revenues by 29% would remove the remaining headroom and give rise to the recognition of an impairment charge against profit or loss.

14 Deferred taxation

Deferred tax assets are recognised on tax losses carried forward to the extent that the realisation of the related tax benefit through future taxable profits is probable. The Group did not recognise deferred tax assets in respect of tax losses (excluding capital losses) of approximately £61,000, which are available to carry forward against future taxable income.

15 Property, plant and equipment

16 Investment in subsidiary undertakings

The following are the principal subsidiaries of the Company at 31 December 2011 and at the date of these financial statements.

Vipera GmbH was acquired on 16 August 2010 for a consideration of £7,897,013. This was settled by the issue of shares at 7.55p each, being the fair value of the shares at the acquisition date, together with 4,044,217 warrants. The fair value of the warrants has been calculated as £71,308, using the Black Scholes pricing model.

On 4 October 2010 the Company created a subsidiary in Italy, Vipera Srl, with share capital of €10,000 (£8,688).

17 Trade and other receivables

Trade receivables

Included in the Group's trade receivables are debtors with a carrying amount of £38,553 (2010 - £105,733) which are past due at the reporting date for which the Group has not provided as there has not been a significant change in credit quality and the amounts are still considered recoverable.

Ageing of past due but not impaired trade receivables:

The carrying amount of the Group's trade receivables are denominated in the following currencies:

The maximum exposure to credit risk at the reporting date is the carrying value reported above. The Group does not hold collateral as security.

18 Trade and other payables

Shareholder loans are unsecured, interest free and repayable subject to the Board's evaluation of the Group's working capital needs.

19 Non current liabilities

Other payables of £Nil (2010 - £102,565) represent loans from shareholders. The amounts are unsecured, interest free and repayable at the discretion of the Board taking into account the working capital requirements of the Group.

20 Called up share capital

On 13 August 2010 the Company consolidated each Ordinary Share of 1p each in the capital of the Company into Ordinary Shares of 25p each. Immediately thereafter each resulting Ordinary Share of 25p was sub-divided and reclassified as 1 Ordinary Share of 1p each and 1 Deferred Share of 24p each in the capital of the Company.

The Ordinary Shares entitle the holders to receive all ordinary dividends and all assets on a winding up, subject only to satisfying the entitlement, if any, of the holders of the Deferred Shares.

A Deferred Share does not entitle the holder thereof to receive notice of or attend and vote at any general meeting of the Company or to receive a dividend or other distribution or to participate in any return of capital on a winding up other than the nominal amount paid on such shares once the holders of new Ordinary Shares have received a distribution of £10,000,000 per new Ordinary Share.

On 17 January 2011 and 25 January 2011 the Company issued respectively 58,824 and 117,647 ordinary shares of 1p each at 8.5p per share pursuant to the exercise of warrants. On 5 April 2011 the Company issued 100,000 ordinary shares of 1p each at 3p per share pursuant to the exercise of warrants.

21 Warrants and options

Warrants

At 31 December 2011, warrants to subscribe for 5,544,219 new Ordinary Shares in the Company were in issue as follows:

The outstanding warrants are exercisable as follows:

The interests of the Directors in the above warrants are set out in the Directors' Report.

The warrants outstanding at 31 December 2011 had a weighted average price of 4.64 pence and a weighted average remaining contractual life of 3 years, 94 days.

Options

At 31 December 2011, options to subscribe for 5,220,000 new Ordinary Shares in the Company were in issue as follows:

The outstanding options are exercisable as follows:

The interests of the Directors in the above options are set out in the Directors' Report.

The options outstanding at 31 December 2011 had a weighted average price of 12.95 pence and a weighted average remaining contractual life of 4 years, 31 days.

Fair value of warrants and options

The fair value of the share options and warrants issued during 2011 was determined using the Black Scholes valuation model. The assumptions used in applying the Black Scholes pricing model were as follows:

The volatility was determined by examining the monthly share price for the earlier part of the financial year up to the date on which the instruments were issued.

22 Contingent liabilities

The Board does not consider that the Group has any material contingent liabilities.

23 Financial commitments

Operating leases

At 31 December 2011 the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases which fall due as follows:

24 Financial instruments

Significant accounting policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis for measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and equity instrument, are disclosed in the accounting policies in note 1.

Categories of financial instruments

The carrying value of each class of financial asset denoted above approximates to its fair value.

Fair value measurements recognised in the statement of financial position

IFRS 7 requires the classification of fair value measurements using a fair value hierarchy that reflects the significance of the inputs used to determine those fair values. The Group has no financial instruments whose fair value has been determined using a valuation technique required to be discussed by IFRS 7.

Capital risk management

The Group manages its capital to ensure that it will be able to continue as a going concern while maximising the return to stakeholders. The Group's capital structure primarily consists of equity attributable to equity holders of the parent, comprising issued capital, reserves and retained earnings. The Group has no debt.

The Group's finance function monitors and manages the financial risks relating to the operations of the Group. The Group is exposed to market and other price risk, credit risk and to a very limited amount interest rate risk and liquidity risk.

The Board of Directors monitors risks and implements policies to mitigate financial risk exposures.

Foreign exchange risk

Foreign exchange risk arises because the Group has operations located in various parts of the world whose functional currency is not the same as the functional currency in which other Group companies are operating. The Group's net assets arising from such overseas operations are exposed to currency risk resulting in gains and losses on retranslation into Sterling. Only in exceptional circumstances will the Group consider hedging its net investments in non Sterling operations as generally it does not consider that the reduction in foreign currency exposure warrants the cash flow risk created from such hedging techniques. It is the Group's policy to hold surplus funds over and above working capital requirements at the Parent Company treasury. The Group considers this policy minimises any unnecessary foreign exchange exposure.

In order to monitor the continuing effectiveness of this policy the Board through their approval of both corporate and capital expenditure budgets, and review of the currency profile of cash balances and management accounts, considers the effectiveness of the policy on an ongoing basis.

Credit risk

Credit risk arises from the Group's trade receivables. Where no independent rating of customers is available, credit control assesses the quality of customers by reference to their financial position, past experience and any other relevant factors.

Interest rate risk management

The Group has interest free borrowings and is therefore not exposed to interest rate risk in that respect. The low interest rates currently prevailing mean that there is little downside risk to rates currently earned on cash balances.

Liquidity risk management

The Group manages liquidity risk by maintaining adequate reserves and by continuously monitoring forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.

25 Treasury Policy and financial instruments

The Company operates informal treasury policies which include continuing assessments of interest rate management and borrowing policy. The Board approves all decisions on treasury policy.

Facilities are arranged, based on criteria determined by the Board, as required to finance the long term requirements of the Company. To date the Company has financed its activities by the raising of funds through the issue of shares and shareholder loans.

The risks arising from the Company's financial instruments are liquidity and interest rate risk. The Directors review and agree policies for managing these risks and they are summarised below:

Liquidity and interest rate risk

The Company seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. This is achieved by the close control of the Directors of Vipera Plc in the day to day management of liquid resources. Cash is invested in deposit accounts which provide a modest return on the Company's resources whilst ensuring there is limited risk of loss to the Company. The deposit accounts are held at HSBC Bank plc and the Company earns interest at rates that depend on the amount of money deposited at any one time. The Standard & Poor's rating of HSBC Bank plc at December 2011 was AA-.

26 Related party transactions

Directors' transactions

The Group paid fees amounting to £70,440 (2010 - £23,361) for services supplied by Albachiara Srl, of which Roger Mitchell is a Director and holds an interest. Albachiara Srl has made interest free loans to the Group pursuant to which, at 31 December 2011 £59,663 was due to it (2010 - £87,132).

The Group paid fees amounting in total to £14,291 (2010 - £141,824) for services supplied or procured for the Group by Mobile World Srl, of which Marco Casartelli is a Director and holds an interest. Mobile World Srl has made interest free loans to the Group pursuant to which, at 31 December 2011 £69,251 was due to it (2010 - £70,252).

John Defterios has made interest free loans to the Group pursuant to which, at 31 December 2011 £6,872 was due to him (2010 - £6,852).

Details of Directors' interests in Ordinary Shares and in warrants and share options are as disclosed in the Directors' Report, together with details of other significant holdings in the equity of the Company. The Company has no ultimate controlling party.

Parent Company transactions with subsidiary companies

During the year the Company received management fees of £65,961 (2010 - £29,228) from its subsidiaries. At the year end £1,214,788 (2010 - £566,317) was due from the subsidiary companies.

27 Post year end events

In the period since 31 December 2011 up to the date of approval of these Financial Statements, the Group and Company has received additional loans from shareholders totalling €330,000 (£250,795) in order to support its working capital requirements.

Related party transaction

The Group has drawn down a loan of £260,000 ("Loan") from Neby & Jahrmann Srl, a company controlled by Mr Petter Neby, a director and a 22.89% shareholder in the Company. The principal terms of the loan are that it shall bear interest of 10% per annum, accruing monthly and payable at the repayment of the loan. The loan is secured by a fixed and floating charge over the assets of Vipera GmbH an operating subsidiary of Vipera and the loan is repayable out of the proceeds of a placing by Vipera of new equity capital. The loan is a related party transaction under the AIM Rules. Accordingly, the Directors other than Mr Neby, having consulted with the Company's Nominated Adviser, consider that the terms of the loan are fair and reasonable in so far as the Company's shareholders are concerned.

Appointment of Broker

The Company are pleased to announce the appointment of Beaumont Cornish Limited as broker to the Company with immediate effect.