ATENOR

Earnings Release • Mar 10, 2023

ANNUAL RESULTS 2022

Regulated information

La Hulpe, 10 March 2023

YEAR RESULT: € -0.84 M

In line with the November 2022 trading update, Atenor closed the 2022 financial year with a small loss of € - 0.84 million.

GROSS DIVIDEND* : €2.67 PER SHARE (+5%)

Based on the outlook for the coming years, Atenor is maintaining its attractive dividend policy with regular increases. As in the past, in a low economic cycle, Atenor offers the opportunity for an optional dividend. * Subject to the approval of the General Assembly on 28.04.2023

VALUE CREATION CYCLE

The year 2022 was marked by the outbreak of war in Ukraine, which led to an energy crisis, the return of inflation and a sudden rise in interest rates during the summer. In the face of this macroeconomic situation, investors massively adopted a wait-and-see approach, and Atenor was unable to complete the planned disposals in the office market. On the other hand, in an active European rental market (+16%), Atenor achieved its best score in 4 years by concluding leases for more than 100,000 m². Residential sales were driven by a block sale in Belgium and the strong market in Romania.

In 2022, Atenor invested in 4 projects for a total amount of €50.5 million representing a surface area of 38,000 m².

DEVELOPMENT PORTFOLIO: 35 PROJECTS TOTALING SOME 1,300,000 M²

ATENOR's active presence (local teams) in 10 countries provides a particular type of diversification, which is a source of resilience and opportunities. The portfolio currently contains 1,300,000m², of which 74% of office space and 20% of residential (the equivalent of about 6,000 units under development).

ATENOR, ACTING FOR SUSTAINABILITY

Atenor has continued its efforts in the area of sustainability with the aim of implementing a high level of sustainability in each of the projects in its portfolio.

In its first participation, Atenor obtained the highest possible score of 5 stars awarded by the GRESB (Global Real Estate Sustainability Benchmark), an international organisation that evaluates the Environmental, Social and Governance (ESG) performance in the real estate sector. The 5-star score is recognition for companies in the top 20% of the benchmark.

This recognition is also complemented by the titles of Regional Listed Sector Leader Europe and Global Listed Sector Leader.

STEPHAN SONNEVILLE SA, CEO COMMENTS:

"We create value over time. For the past three years, we have been experiencing sudden and unprecedented crises, and the disorder caused has frozen economic agents for a time. These crises also provoke a redefinition of priorities and expectations on the part of these same economic actors. The quality of the projects in the portfolio, in terms of location and sustainable performance, has the potential to meet the demand that will emerge after these crises. It is for these reasons that the earnings potential must be assessed over a period beyond 2023, given the uncertainty that still prevails in the markets at the beginning of this year".

* * *

Projects in portfolio

Following the latest transactions of 2022, the portfolio totals 35 projects in 10 countries for a surface area of approximately 1,300,000 m².

All the acquisitions were made within the framework of our European growth strategy, paying particular attention to placing these projects in an indisputable logic of sustainability and certification.

To facilitate the understanding of our activities and track their evolution, we provide relevant comments on the year's activities in accordance with the main stages of the value creation cycle in our core business.

A. Activity level overview

The surface areas mentioned below are gross (above ground) and only take into account Atenor's share as at 31 December 2022.

Acquisitions: In Brussels, Atenor has purchased the Astro 23 project, the former headquarters of the Nagelmackers bank, with a view to completely renovating it and adding some twenty housing units (10,250 m²). In September, ATENOR acquired two new projects in Lisbon (Portugal): (1) MULTI39, which has a building permit for the development of 14,000 m² of office space and 450 m² of retail space, and (2) a project located opposite the Oriente train Station, which includes the construction of a mixed-use building of offices (6,800 m²) and retail space (1,800 m²). At the end of the year, Atenor also won a competition for the development of Lot 48 in Belval, in partnership with Arhs Developments (3,800 m², Atenor share).

These acquisitions are part of the international growth plan, which aims to both increase the level of activity in each country and reduce projects' average development time.

Building permit applications: Building permit applications for several major projects were submitted in line with the objectives: Brussels, Luxembourg, Budapest, London.

In general, the average development time of the portfolio has decreased in 2022.

Getting building permits: The decrease in surface area in 2022 vs. 2021 is due to some administrative delays noted on 31 December 2022, without any consequence on the development of the projects affected. In particular, the permit for London (10 NBS) was obtained in early 2023.

Construction launches: The construction start in 2022 was tempered by market circumstances. We have prioritised construction starts for projects that are fully or partially let/sold or in markets with a significant supply/demand imbalance. This was the case for housing developments (City Dox in Brussels and Lake 11 Home&Park in Budapest) and Well'be in Lisbon.

Leases: The lettings in Luxembourg (Cloche d'Or, 34,000 m²), Budapest (Bakerstreet, 17,500 m²) and Warsaw (Fort 7, hotel 14,000 m²) were the most significant of the year. These lettings confirm the great dynamism of the "post-Covid" market in which our working hypotheses have been confirmed.

Sales: As explained below, the property sector was impacted by the sudden rise in interest rates in the summer of 2022. Investment in the office sector has slowed significantly, resulting in the postponement of planned disposals. Despite these circumstances, our residential sales were excellent, driven by the sale of a 178-unit block of the City Dox project in Brussels and the commercial success of the high-end UP-site project in Bucharest.

An ambitious and consistent sustainability policy based on ESG criteria and implemented from a practical standpoint by Archilab, Atenor's Think Tank.

The 4 axes of Atenor's sustainability policy are included in the 2022 Sustainability Report:

• Economic resilience
• Environmental contribution
• Social impact
• Extended governance.

This sustainability policy was set up within Archilab, Atenor's think tank, which ensures it is implemented and remains consistent. In particular, it covers ESG criteria, which have become an imperative in the financial world.

The 2022 financial report will set out the metrics used by Atenor to assess its position and development in terms of sustainability. Atenor is thus a forerunner in relation to the CSRD recommendations.

These criteria also concretely illustrate some of the points that contributed to the highest score of 5 out of 5 stars awarded by the GRESB (Global Real Estate Sustainability Benchmark), an international body that evaluates Environmental, Social and Governance (ESG) performance in the real estate sector.

B. Prospects for the year 2023

After the COVID crisis in 2020, which slowed down the permitting and office leasing phases, after the disruption of the supply chain and the rise in material costs which slowed down the start of construction, 2022 was marked by the outbreak of war in Ukraine leading to the energy crisis, the return of inflation and a sudden rise in interest rates during the summer. This macroeconomic situation has put investors in a wait-and-see mode.

We note that this climate of uncertainty continues at the beginning of 2023.

Under these conditions, and given the specific nature of our business as a developer, it is premature to give guidance for the 2023 results. Nevertheless, based on the evolution of the project portfolio and the projects' ESG positioning, we expect to realise a gross margin of around €300 million by the end of 2025, corresponding to the disposal of approximately 475,000 m² of office space and 2,000 flats. The persistent macroeconomic uncertainty does not allow us to specify at this stage the timetable for achieving the projected gross margin.

The portfolio has evolved significantly in 2022 in terms of maturity over the value creation cycle. The weighted average remaining development time (office/residential function and all countries combined) of the projects in the portfolio was 3 years as at 31 December 2022 compared to 4.03 years as at 31 December 2021. The pace at which value is realised for the portfolio as a whole and for each individual project is now closer to the pace at which value has been created over the last few years.

In addition, we continue to see the emergence of ESG criteria in the decisions of office tenants and investors in all markets and the importance of energy consumption indicators in residential.

C. Management Report

ATENOR ended the 2022 financial year with a net consolidated result of -0.87 million Euro, compared to 38.07 million Euro in 2021. The Board of Directors will propose a gross dividend of €2.67 per share to the General Assembly, an increase of 5% compared to the previous year.

Results	31.12.2022	31.12.2021
Net consolidated result (group share)	-0.843	38,069
Profit per share (in Euro)1	-0.13	5.66
Number of shares	7,038,845	7,038,845
of which own shares	313,427	313,427
Balance sheet	31.12.2022	31.12.2021
Total assets	1,275,473	1,229,814
Cash position at the end of the period	25,168	92,116
Net indebtedness (-)	-867,477	-742,427
Total of consolidated equity	273,618	301,043

Table of key consolidated figures (in thousands of €) - Audited accounts

¹ Taking into account the weighted average number of shares held during the year (see page 7, Earnings per share). The result per share amounts to €5.41 if we consider the total number of shares of 7,038,845.

Revenue from ordinary activities and consolidated result

Revenue from ordinary activities amounted to 41.01 million Euro on 31 December 2022.

They mainly consist of (a) revenues from the sale of apartments in residential projects (City Dox, Twist) for a total of 18.17 million Euro, (b) the revenue earned from the sales in future state of completion of the Au Fil des Grands Prés project (offices; €12,37 M), (c) additional income from the sale of the Vaci Greens E building in 2021 (€1.77 M) as well as (d) lease revenues from Nysdam (La Hulpe), Astro 23 (Brussel), Arena Business Campus A (Budapest), @Expo (Bucharest) and UBC II (Warsaw) buildings totalling 4.74 million Euro.

The other operating revenue (€21.28 M) mainly includes the result of the sale of 50% of the stake in Cloche d'Or Development (€13.09 million) and the reinvoicing of developments in the divested projects Vaci Greens E and Buzz (€3.87 million).

The operating result amounted to 19.46 million Euro, compared with 40.18 million Euro in 2021. This is mainly influenced by the result of the sale of 50% of the stake in Cloche d'Or Development (€13.06 million), by the sale of the various apartments in residential projects as mentioned above (total of €3.22 M), from the results on the pre-sold office buildings Au Fil des Grands Prés and sold Vaci Greens and Buzz (€6.22 million), the revaluation of the Nysdam building following its reclassification as an investment property (€5.92 million) as well as the rental income, net of charges, from the Nysdam, Astro 23, Cloche d'Or, @Expo and Arena Business Campus A buildings (total of €2.83 million). Other miscellaneous non-activatable expenses (property taxes, personnel costs, depreciation, etc.; € -12.61 million) complete the operating result.

The net financial result amounts to -€16.17 million compared to -€11.90 million in 2021. The increase of net financial charges is mainly due to the increase in the Group's average net debt (+€125.05 million compared 2021) coupled with the light decrease in capitalizations (IAS 23; - €0.19 million compared to 2021) relating to the developments in progress.

Income taxes: This item amounts to -1.36 million Euro (compared with -11.88 million Euro in 2021). It is mainly composed of current tax and deferred tax liabilities relating to the City Dox and Twist projects (total of -1.08 million Euro).

Taking the preceding factors into account, the group net result of the financial year was -0.84 million Euro compared with 38.07 million Euro in 2021.

Consolidated balance sheet

Consolidated shareholder equity was 273.62 million Euro compared with 301.04 million at 31 December 2021, which represents 21.45% of the total balance down by 27.42 million euros compared to 31 December 2021 mainly due to the payment of dividends and translation differences.

At 31 December 2022, the Group's net consolidated indebtedness (excluding available cash) is 867.48 million Euro, compared with a net consolidated indebtedness of 742.43 million Euro as at 31 December 2021. As a reminder, ATENOR issued a 6-year "Green" bond in the amount of €55 million in April 2022.

Consolidated indebtedness consists, on the one hand, of a long-term debt of 533.68 million Euro and, on the other hand, of a short-term debt of 358.96 million Euro. Available cash was 25.17 million Euro compared with 92.12 million Euro at end 2021.

The "properties held for sale" classified under "Inventories (Stock)" represent the real property projects in the portfolio and under development. This item amounts to €962.41 million, up €29.41 million net from 31 December 2021 (€932,99 million).

This net variation results primarily from:

• "capitalised expenses" and "scope additions" which record, on the one hand, the acquisitions of the 10 NBS (London), Astro 23 (Brussels), Campo Grande and Oriente (Lisbon) projects for a total of €48.31 million and, on the other hand, the continuation of the works and studies of the Arena Business Campus, Roseville, Bakerstreet, Lake 11 Home&Park (Budapest), @Expo, UP-site (Bucharest), Lakeside (Warsaw), Am Wherharhn, Pulsar (Dusseldorf), Well'be (Lisbon), Twist (Luxembourg), City Dox (Brussels), Au Fil des Grands Prés (Mons) and other projects in development for a total of €160.32 million,
• the "disposals of the year", which mainly include the sale of flats in the City Dox and Twist projects, and the sales of the Au Fil des Grands Prés office properties, reducing the stock by €25.45 million,
• the "perimeter exits" relating to the stock of the Cloche d'Or project following the equity accounting of the Cloche d'Or Development shareholding (-€135.91 million) and
• the transfers of categories, mainly regarding the change of the Nysdam building to "investment property" heading in the amount of €15.4 million (see Note 9).
• the capitalisation of borrowing costs of €6.24 million; and
• the impact of exchange rate fluctuations, mainly the unfavourable effect of the Hungarian forint (€10.84 million). This item is reflected in the translation differences included in equity.

Financing policy

Atenor pursues a financial policy that favours sustainable financing for projects under development on the one hand, and diversification of its sources of financing on the other. The latest 6-year bond issue meets the ambitious criteria of Atenor's sustainable financing (Green Retail Bond of €55 million on 5 April 2022 issued in the context of the green EMTN programme).

Atenor relies on both the institutional investor and banking markets. For many years, the real estate and financial experience acquired in the various European capitals has enabled Atenor to reach out to local and European banks for the sustainable financing of projects to be developed. The "greening" of bank debt is underway. In this respect, we have concluded the financing of the Victor Hugo 186 project in France with Banque Populaire Rives de Paris.

Within the context of its Green Finance Framework (GFF), Atenor will also continue using the Green EMTN line and its CP & MTN lines in both Belgium and France. Atenor regularly deals with and will continue dealing with the proposals (reverse inquiries) of qualified investors for maturities corresponding to the European development of its project portfolio.

The weighted average interest rate of Atenor's consolidated debt is 2.58% (vs 2.40% in 2021).

Own shares

Treasury shares acquired in the first half of the financial year were immediately sold for partial payment of the directors' fees in the form of company shares.

On 31 December 2021, Atenor Long Term Growth SA held 150,000 Atenor shares.

The number of Atenor shares held on that same date by the subsidiary Atenor Group Investments was 163,427 (unchanged situation from December 2021).

These shares aim to serve the share option plans (2018 to 2022) allocated to Atenor staff and some of its service providers.

Proposed dividend

The Board of Directors will propose, to the General Meeting of 28 April 2023, the payment (for the financial year 2022) of a gross dividend of 2.67 Euro per share (up 5% compared to 2021), i.e. a net dividend after withholding tax (30%) of 1.87 Euro per share, as an optional dividend.

Financial Calendar

−	Ordinary General Assembly 2022	28 April 2023
−	Dividend payment (subject to the approval of the General Assembly)	17 May 2023
−	Intermediate declaration for first quarter 2023	30 May 2023
−	Half-yearly results 2023	1 September 2023
−	Intermediate declaration for third quarter 2023	20 November 2023
−	General Assembly 2023	26 April 2024
Contacts and Information

For more detailed information, please contact Stéphan Sonneville SA, CEO or Laurent Jacquemart for Value Add Consulting SRL, CFO.

Ph +32 (2) 387.22.99 e-mail : info@atenor.eu www.atenor.eu

D. Summary Financial Statements

Consolidated statement of comprehensive income

		In thousands of EUR
	Notes	2022	2021
Operating revenue		41.008	174.118
Turnover		34.991	168.068
Property rental income		6.017	6.050
Other operating income		21.278	23.214
Gain (loss) on disposals of financial assets		13.091	4.505
Other operating income		8.188	18.703
Gain (loss) on disposals of non-financial assets		-1	6
Operating expenses (-)		-42.823	-133.169
Raw materials and consumables used (-)		-155.462	-361.163
Changes in inventories of finished goods and work in progress		173.229	314.708
Employee expenses (-)		-5.430	-4.776
Depreciation and amortization (-)	8	-869	-788
Impairments (-)	9	5.345	-204
Other operating expenses (-)		-59.636	-80.946
RESULT FROM OPERATING ACTIVITIES - EBIT		19.463	64.163
Financial expenses (-)		-18.555	-13.478
Financial income		2.386	1.576
Share of profit (loss) from investments consolidated by the equity method	1 0	-3.016	-2.480
PROFIT (LOSS) BEFORE TAX		278	49.781
Income tax expense (income) (-)	5	-1.357	-11.880
PROFIT (LOSS) AFTER TAX		-1.079	37.901
Post-tax profit (loss) of discontinued operations		0	0
PROFIT (LOSS) OF THE PERIOD		-1.079	37.901
Non controlling interests		-236	-168
Group profit (loss)		-843	38.069
EARNINGS PER SHARE		EUR
		2022 2021
Total number of issued shares		7.038.845	7.038.845
of which own shares		313.427	313.427
Weighted average number of shares (excluding own shares)		6.725.086	6.724.981
Basic earnings per share		-0,13	5,66
Diluted earnings per share		-0,13	5,66
Proposal of gross dividend per share		2,67	2,54
Other elements of the overall profit and losses		In thousands of EUR
		2022	2021
Group share result		-843	38.069
Items not to be reclassified to profit or loss in subsequent periods :
Employee benefits		667	-168
Items to be reclassified to profit or loss in subsequent periods :
Translation adjusments		-10.489	18.705
Cash flow hedge	1 3	554	183
Overall total results of the group		-10.111	56.789
Overall profits and losses of the period attributable to third parties		-236	-168

D. Summary Financial Statements (continued)

Consolidated statement of the financial position

ASSETS

		In thousands of EUR
	Notes	31.12.2022	31.12.2021
NON-CURRENT ASSETS		237.510	163.092
Property, plant and equipment	8	8.981	4.480
Investment properties	9	21.482
Intangible assets		223	2 5
Investments consolidated by the equity method	1 0	83.380	78.729
Deferred tax assets		3.670	3.267
Other non-current financial assets	1 2	97.248	56.986
Non-current trade and other receivables	1 2	22.526	19.605
CURRENT ASSETS		1.037.963	1.066.722
Inventories	1 1	962.407	932.994
Other current financial assets	1 2	337	1.523
Current tax receivables		1.182	3.755
Current trade and other receivables		39.040	24.770
Current loans payments		103	2 5
Cash and cash equivalents	1 2	25.093	90.881
Other current assets		9.801	12.774
TOTAL ASSETS		1.275.473	1.229.814
LIABILITIES AND EQUITY

In thousands of EUR

	Notes	31.12.2022	31.12.2021
TOTAL EQUITY		273.618	301.043
Group shareholders' equity		271.373	298.563
Issued capital		133.621	133.621
Reserves		152.825	180.015
Treasury shares (-)		-15.073	-15.073
Non controlling interests		2.245	2.480
Non-current liabilities		546.143	510.036
Non-current interest bearing borrowings	1 3	533.679	478.580
Non-current provisions		5.263	9.526
Pension obligation		442	1.094
Derivatives	1 3	-370	184
Deferred tax liabilities		945	594
Current trade and other payables		4.797	18.791
Other non-current liabilities		1.387	1.267
Current liabilities		455.712	418.735
Current interest bearing debts	1 3	358.965	355.963
Current provisions		7.701	4.512
Current tax payables		3.488	6.995
Current trade and other payables		74.098	42.563
Other current liabilities		11.460	8.702
TOTAL EQUITY AND LIABILITIES		1.275.473	1.229.814

D. Summary Financial Statements (continued)

Consolidated cash flow statement (indirect method)

	Notes	In thousands of EUR
		31.12.2022	31.12.2021
Operating activities
Group share result -		-843	38.069
Result of non controlling interests -		-237	-168
Result of Equity method Cies -	1 0	3.016	2.480
Interest charges -		16.556	11.617
Interest incomes -		-2.370	-1.569
Income tax expense -	5	1.445	10.013
Result for the year		17.567	60.442
Depreciation -	8	869	788
Amortisation and impairment -		579	204
Translation adjustments -		171	-299
Fair value adjustments -	9	-5.924	0
Provisions -		-6.265	-551
Deferred taxes -	5	-87	1.867
(Profit)/Loss on disposal of fixed assets -		-13.090	-4.511
Adjustments for non cash items		-23.747	-2.502
Variation of inventories -		-177.554	-320.830
Variation of trade and other amounts receivables -		10.104	80.562
Variation of trade payables -		7.365	8.199
Variation of amounts payable regarding wage taxes -		-406	384
Variation of other receivables and payables -		7.258	-34.913
Net variation on working capital		-153.233	-266.598
Interests received -		2.370	1.569
Income tax paid -		-5.289	-8.524
Income tax received -		3.146	230
Cash from operating activities (+/-)		-159.186	-215.383
Investment activities
Acquisitions of intangible and tangible fixed assets -		-1.166	-656
Acquisitions of financial investments -		-1.814	-46.898
New loans -		-10.190	-8.005
Subtotal of acquired investments		-13.170	-55.559
Disposals of intangible and tangible fixed assets -		0	6
Disposals of financial investments -		17.011	71.752
Reimbursement of loans -		483	85
Subtotal of disinvestments		17.494	71.843
Cash from investment activities (+/-)		4.324	16.284
Financial activities
New borrowings -		212.364	309.743
Repayment of borrowings -		-90.760	-54.900
Interests paid -		-14.188	-8.904
Dividends paid to company's shareholders -	6	-17.078	-16.272
Directors' entitlements -		-410	-410
Cash from financial activities (+/-)		89.928	229.257
Net cash variation
		-64.934	30.158
Cash and cash equivalent at the beginning of the year -		92.116	67.887
Net variation in cash and cash equivalent -		-64.934	30.158
Effect of exchange rate changes -		-2.014	-5.929
Cash and cash equivalent at end of the year -	1 2	25.168	92.116

D. Summary Financial Statements (continued)

Consolidated statement of changes in equity

	Notes	Issued capital	Share issue premium	Hedging reserves	Own shares	Consolidated reserves	IAS 19R reserves	Cumulative translation adjusments	Minority interests	Total Equity
2021
Balance as of 01.01.2021		72.039	61.582	-367	-15.073	173.464	-841	-32.240	2.648	261.212
Profit/loss of the period Other elements of the overall results (1)		- -	- -	- 183	- -	38.069 -	- -168	- 18.705	-168 -	37.901 18.720
Total comprehensive income		-	0	183	-	38.069	-168	18.705	-168	56.621
Capital increase		-	-	-	-	-	-	-	-	-
Paid dividends	6	-	-	-	-	-16.272	-	-	-	-16.272
Own shares		-	-	-	-	-	-	-	-	-
Share based payment / Valuation		-	-	-	-	-	-	-	-	-
Others		-	-	-	-	(518)	-	-	-	-518
Balance as of 31.12.2021		72.039	61.582	-184	-15.073	194.743	-1.009	-13.535	2.480	301.043
2022
Balance as of 01.01.2022		72.039	61.582	-184	-15.073	194.743	-1.009	-13.535	2.480	301.043
Profit/loss of the period		-	-	-	-	-843	-	-	-236	-1.079
Other elements of the overall results (1)		-	-	554	-	-	667	-10.489	-	-9.268
Résultat global total		-	-	554	-	(843)	667	-10.489	-236	(10.347)
Capital increase		-	-	-	-	-	-	-	-	-
Paid dividends	6	-	-	-	-	-17.078	-	-	-	-17.078
Own shares		-	-	-	-	-	-	-	-	-
Share based payment / Valuation Others		- -	- -	- -	- -	- -	- -	- -	- -	- -
Balance as of 31.12.2021		72.039	61.582	370	-15.073	176.822	-342	-24.024	2.244	273.618

(1) The Group detains Hungarian, Romanian, Polish and UK subsidiaries that opted for the local currency as their operating currency in each of the countries. The negative conversion differences recorded for the period in equity are explained by the devaluation of the HUF during the year (-8.18 million Euro).

SELECTIVE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ON 31.12.2022

Note 1. Corporate information

The consolidated financial statements of the Group as at 31 December 2022 including the annual report including all financial statements and attached notes were adopted by the Board of Directors on 9 March 2023.

Note 2. Principal accounting methods

1. Basis for preparation

The consolidated financial statements as at 31 December 2022 were drawn up in accordance with the IFRS standards as adopted in the European Union.

2. Consolidation principles and significant accounting principles

The evaluation rules adopted for the preparation of the consolidated financial situation as at 31 December 2022 were maintained as to the rules followed for the preparation of the annual report as at 31 December 2021.

However, the Board of Directors meeting of 31 August 2022 endorsed the application of IAS 40 "Investment Property" as of the 2022 half-year closing.

The conflict in Ukraine does not influence the valuation rules. Atenor is not carrying out any property development in Russia or Byelorussia, and in addition is not involved in any professional activity with either of these countries. Atenor respects the international sanctions imposed on these countries.

As regards to the prospects and estimates of future impacts, please refer to the comments on page 3.

Standards and interpretations applicable for the annual period beginning on or after 01.01.2022 in the European Union

• Amendments to IAS 16 Property, Plant and Equipment: Proceeds before Intended Use (applicable for annual periods beginning on or after 1 January 2022)
• Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets: Onerous Contracts — Cost of Fulfilling a Contract (applicable for annual periods beginning on or after 1 January 2022)
• Amendments to IFRS 3 Business Combinations: Reference to the Conceptual Framework (applicable for annual periods beginning on or after 1 January 2022)
• Annual Improvements to IFRS Standards 2018–2020 (applicable for annual periods beginning on or after 1 January 2022)

The new IFRS standards and IFRIC interpretations and the amendments to the old standards and interpretations, which apply for the first time in 2022, have not a significant direct impact on the figures reported by Atenor.

Standards and interpretations published, but not yet applicable for the annual period beginning on 01.01.2022

• IFRS 17 Insurance Contracts (applicable for annual periods beginning on or after 1 January 2023)
• Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 Comparative Information (applicable for annual periods beginning on or after 1 January 2023)
• Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Noncurrent Liabilities with Covenants (applicable for annual periods beginning on or after 1 January 2024, but not yet endorsed in the EU)
• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies (applicable for annual periods beginning on or after 1 January 2023)
• Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (applicable for annual periods beginning on or after 1 January 2023)
• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (applicable for annual periods beginning on or after 1 January 2023)
• Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (applicable for annual periods beginning on or after 1 January 2024, but not yet endorsed in the EU).

Atenor did not apply early adoption of these new or amended standards and interpretations.

Note 3. Seasonal information

The life cycle of the real estate projects of Atenor can be summarised in three major phases: the land purchase phase, the project development and construction phase, and the marketing and sales phase. The length and process of these phases are neither similar nor comparable from one project to another.

Follow-up and compliance with the planning of each of these projects are assured by the implementation of a regular communication system. Internal control is provided by:

• an executive committee that meets monthly for each of the projects and which is formalised by minutes.

As soon as a project reaches the construction phase, a monthly progress meeting is held with:

• the external specialists to ensure that the agreed deadlines are complied with and
• the General Contractor in charge of construction.

This communication system allows Atenor to determine, monitor and resolve all potential operational risks well upfront.

Note 4. Segment reporting

Segment information is prepared, both for internal reporting and external disclosure, on a single sector of activity, i.e. realestate development projects (office and residential buildings, the retail activity being accessory to the first two mentioned). This activity is presented, managed and monitored on a project-by-project basis. The various project committees, the Executive Committee and the Board of Directors are responsible for monitoring the various projects and assessing their performances.

However, based on the location of the projects, two geographical segments are henceforth identifiable: on the one hand there is Western Europe, covering Belgium, the Grand Duchy of Luxembourg, the Netherlands, France, Germany, Portugal and the United Kingdom, and, on the other hand, there is Central Europe, covering Poland, Hungary and Romania.

Taken at 31 December 2022, this segmentation highlights the positive contribution to the consolidated result of the projects in Central Europe.

The Atenor activity report provides more detailed information about the results and purchases and sales during the period reviewed.

In thousands of EUR		31.12.2022		31.12.2021
	Western Europe	Central Europe	Total	Western Europe	Central Europe	Total
Operating revenue Turnover	36.114 33.082	4.894 1.909	41.008 34.991	74.675 72.917	99.443 95.151	174.118 168.068
Property rental income	3.032	2.985	6.017	1.758	4.292	6.050
Other operating income	16.155	5.123	21.278	20.090	3.124	23.214
Gain (loss) on disposals of financial assets	13.091		13.091	4.505		4.505
Other operating income	3.065	5.123	8.188	15.579	3.124	18.703
Gain (loss) on disposals of non-financial assets	-1		-1	6		6
Operating expenses (-)	-35.200	-7.623	-42.823	-74.932	-58.237	-133.169
Raw materials and consumables used (-)	-67.041	-88.421	-155.462	-269.662	-91.501	-361.163
Changes in inventories of finished goods and work in
progress	76.610	96.619	173.229	260.788	53.920	314.708
Employee expenses (-)	-4.625	-805	-5.430	-3.912	-864	-4.776
Depreciation and amortization (-)	-673	-196	-869	-573	-215	-788
Impairments (-)	5.411	-66	5.345	-256	5 2	-204
Other operating expenses (-)	-44.882	-14.754	-59.636	-61.317	-19.629	-80.946
RESULT FROM OPERATING ACTIVITIES - EBIT	17.069	2.394	19.463	19.833	44.330	64.163
Financial expenses (-)	-21.859	3.304	-18.555	-15.673	2.195	-13.478
Financial income	2.353	3 3	2.386	1.576		1.576
Share of profit (loss) from investments consolidated by
the equity method	-3.016 -5.453	5.731	-3.016 278	-2.480 3.256	46.525	-2.480 49.781
PROFIT (LOSS) BEFORE TAX Income tax expense (income) (-)	-1.304	-53	-1.357	-8.014	-3.866	-11.880
PROFIT (LOSS) AFTER TAX	-6.757	5.678	-1.079	-4.758	42.659	37.901
Post-tax profit (loss) of discontinued operations
PROFIT (LOSS) OF THE PERIOD	-6.757	5.678	-1.079	-4.758	42.659	37.901
Intercompany elimination	4.866	-4.866	0	2.837	-2.837	0
CONSOLIDATED RESULT	-1.891	812	-1.079	-1.921	39.822	37.901
Overall profits and losses of the period attributable
to third parties	-236		-236	-168		-168
Group share result	-1.655	812	-843	-1.753	39.822	38.069

	31.12.2022			31.12.2021
In thousands of EUR	Western Europe	Central Europe	Total	Western Europe	Central Europe	Total
ASSETS
NON-CURRENT ASSETS	236.912	598	237.510	162.664	428	163.092
Property, plant and equipment	8.560	421	8.981	4.128	352	4.480
Investment properties	21.482		21.482
Intangible assets	119	104	223	2 1	4	2 5
Investments consolidated by the equity
method	83.380		83.380	78.729		78.729
Deferred tax assets	3.670		3.670	3.267		3.267
Other non-current financial assets	97.175	7 3	97.248	56.914	7 2	56.986
Non-current trade and other receivables	22.526		22.526	19.605		19.605
CURRENT ASSETS	660.505	377.458	1.037.963	788.665	278.057	1.066.722
Inventories	612.039	350.368	962.407	674.026	258.968	932.994
Other current financial assets	337		337	1.523		1.523
Current tax receivables	608	574	1.182	3.551	204	3.755
Current trade and other receivables	32.828	6.212	39.040	19.088	5.682	24.770
Current loans payments	103		103	2 5		2 5
Cash and cash equivalents	9.318	15.775	25.093	80.759	10.122	90.881
Other current assets	5.272	4.529	9.801	9.693	3.081	12.774
TOTAL ASSETS	897.417	378.056	1.275.473	951.329	278.485	1.229.814

LIABILITIES AND EQUITY

TOTAL EQUITY	289.586	-15.968	273.618	309.152	-8.109	301.043
Group shareholders' equity	287.341	-15.968	271.373	306.672	-8.109	298.563
Issued capital	133.621		133.621	133.621		133.621
Reserves	168.793	-15.968	152.825	188.124	-8.109	180.015
Treasury shares (-)	-15.073		-15.073	-15.073		-15.073
Non controlling interest	2.245		2.245	2.480		2.480
Non-current liabilities	525.595	20.548	546.143	476.249	33.787	510.036
Non-current interest bearing borrowings	514.119	19.560	533.679	460.962	17.618	478.580
Non-current provisions	5.263		5.263	4.795	4.731	9.526
Pension obligation	442		442	1.094		1.094
Derivatives		-370	-370		184	184
Deferred tax liabilities	945		945	594		594
Non-current trade and other payables	4.797		4.797	8.775	10.016	18.791
Other non-current liabilities	2 9	1.358	1.387	2 9	1.238	1.267
Current liabilities	82.236	373.476	455.712	165.928	252.807	418.735
Current interest bearing debts	357.516	1.449	358.965	354.811	1.152	355.963
Current provisions	3.953	3.748	7.701	2.135	2.377	4.512
Deferred tax liabilities	3.467	2 1	3.488	4.193	2.802	6.995
Current trade and other payables	38.058	36.040	74.098	32.467	10.096	42.563
Other current liabilities	10.484	976	11.460	8.164	538	8.702
Intercompany elimination / not allocated	-331.242	331.242		-235.842	235.842
TOTAL EQUITIES AND LIABILITIES	897.417	378.056	1.275.473	951.329	278.485	1.229.814

Note 5. Income taxes and deferred taxes

	In thousands of EUR
Income tax expense / Income - current and deferred	2022	2021
Income tax expense / Income - current
Current period tax expense	-1.475	-10.839
Adjustments to tax expense/income of prior periods	3 1	826
Total current tax expense, net	-1.444	-10.013
Income tax expense / Income - Deferred
Related to the current period	-357	-223
Related to tax losses	444	-1.644
Total deferred tax expense	8 7	-1.867
Total current and deferred tax expense	-1.357	-11.880

Please read the comment on page 4

Note 6. Paid Dividends

	In thousands of EUR
	2022	2021
Dividends on ordinary shares declared and paid during the period:	17.078	16.272

Note 7. Capital

During the period, there was no change in the capital structure; the reference shareholders remain the same. The movements on own shares are as follows:

	Amount	(in thousands of EUR) Number of own shares
Movements in own and treasury shares
On 01.01.2022 (average price : € 48.09 per share)	15.073	313.427
Movements during the period:
- acquisitions	105	1.834
- sales	-105	-1.834
On 31.12.2022 (average price : € 48.09 per share)	15.073	313.427

As a reminder, Atenor SA no longer holds any own shares as at 31.12.2022 (situation unchanged from 31 December 2021). The Atenor Group Investments and Atenor Long Term Growth subsidiaries always hold 163,427 and 150,000 ATENOR shares respectively (situation unchanged from 31 December 2021).

These shares aim to enhance the AGI (2018) and ALTG (2018 to 2022) stock option plans allocated to Atenor staff and some of its service providers.

The shares acquired during the period were acquired and immediately sold as partial payment of remuneration in the form of company shares.

Note 8. Property, plant and equipment

The line "Tangible assets" totals €8.98 million as at 31.12.2022, versus €4.48 million as at 31 December 2021. This includes the group's furniture and rolling stock, fixtures and improvements made to rented properties and the rights to use the rented properties (IFRS 16).

Investments total €5.36 M for the year and are mainly related to the recognition of land use rights (150 years) for the 10 NBS project in England (€4.32 million) as well as to the leasehold improvements and purchase of furniture and IT equipment (€0.75 million) carried out by Atenor in its new workspace at the Nysdam Campus.

Depreciation for the year amounts to €0.85 million. No impairment loss was recognised.

Note 9. Investment properties

This item includes the Nysdam building in La Hulpe. This building is currently fully leased and generates net rental income of €1.14 million as at 31.12.2022. The building is currently under management and may subsequently be redeveloped or sold.

It was therefore transferred from inventory and, in application of IAS 40, valued at its net fair value of €21.48 million, based on an expert's report as at 30.06.2022. Based on data from the valuation technique, the fair value of the investment property was classified as Level 3 fair value.

The €5.92 million adjustment is included in the heading "Value adjustments" in the Consolidated Statement of Comprehensive Income (page 7).

Fair value measurement

Investment property is the company's only asset that is measured at fair value on a recurring basis.

The fair value of investment property (including investment property held by joint ventures) is determined by professionally qualified independent appraisers using valuation techniques that meet recognised international professional appraisal standards.

Atenor determines that the fair value established reflects the maximum and optimal use of the investment property by the company. Models used to measure investment property may include the net current value of estimated future cash flows and/or recent transactions on comparable properties.

The property's fair value was determined on the basis of discounted cash flows using equivalent returns of between 5.50% and 7.0%. This data includes:

• Future rental cash inflows: Based on the actual location, type, and quality of the properties and supported by the terms of any existing lease, other contracts, or external evidence such as current market rents for similar properties.
• Discount rate: discount rate reflecting current market assessments of uncertainty as to the amount and timing of cash flows;
• Estimated vacancy rates: based on current and future market conditions after the expiration of any current lease;
• Maintenance costs: including the investments necessary to maintain the functionality of the property during its intended useful life;
• Capitalisation rate: based on the actual location, size, and quality of the properties, and taking into account market data at the valuation date;
• Final value: taking into account assumptions about maintenance costs, vacancy rates, and market rents.

In thousands of EUR	2022	2021
At the end of the preceding period	0	0
Gains / (Losses) arising from changes in te fair value	5.924
Investments	156
Transfer from "Inventories" ( at cost)	15.402
At the end of the period	21.482	0

During the period, there was no transfer from Level 3 to Level 2.

Note 10. Investments consolidated by the equity method

		In thousands of EUR
Participations	2022	2021
VICTOR ESTATES	814	926
VICTOR PROPERTIES	3 1	4 0
VICTOR BARA	4.262	4.312
VICTOR SPAAK	7.634	7.718
IMMOANGE	672	719
MARKIZAAT	10.294	10.183
CCN DEVELOPPEMENT		50.113
CCN HOUSING B1	2.154
CCN HOUSING B2	785
CCN OFFICE A1	9.243
CCN OFFICE C-D	40.183
DE MOLENS	368	125
CLOCHE D'OR DEVELOPMENT	2.736
TEN BRINKE MYBOND VERHEESKADE	4.225	4.386
LAAKHAVEN VERHEESKADE II	-35	207
LANKELZ FONCIER
SQUARE 48	1 4
Total	83.380	78.729

		In thousands of EUR
Investments	2022	2021
At the end of the preceding period	78.729	64.180
Share in result	-3.016	-2.480
Acquisitions, price adjustments and restructuring	3.934	16.098
Reclassification to other items	3.733	931
At the end of the period	83.380	78.729

	In thousands of EUR
	Sums due to related	Sums due to the group
	parties	from related parties
- IMMOANGE	-	1.996
- VICTOR ESTATES	-	5.370
- VICTOR PROPERTIES	-	299
- VICTOR BARA	-	2.294
- VICTOR SPAAK	-	4.069
- MARKIZAAT	5.536	-
- CCN DEVELOPMENT	-	10.220
- CLOCHE D'OR DEVELOPMENT	-	30.100
- DE MOLENS	-	1.576
- TEN BRINKE MYBOND VERHEESKADE	-	7.869
- LAAKHAVEN VERHEESKADE II	-	14.992
- LANKELZ FONCIER	-	17.693

Within the framework of the Victor project, the (50/50) joint-venture with BPI has led to the consolidation by the equity method of the companies Immoange, Victor Properties, Victor Estates, Victor Spaak and Victor Bara.

In 2019, Atenor acquired 50% of the shares of the company Markizaat (ex Dossche Immo), holder of a plot and buildings in Deinze (De Molens project). In 2020, ATENOR took a 50% share in the establishment of the De Molens company, which will develop the project of the same name.

In 2020, Atenor acquired 50% of the shares of the Dutch company TBMB, which owns land and building rights in The Hague (Verheeskade I project). Atenor continued its establishment in the Netherlands by participating at 50% in the constitution of the company Laakhaven Verheeskade II. These two companies will develop neighbouring projects in the district of Laakhaven (The Hague).

In addition, Atenor subscribed up to 50% to the constitution of Lankelz Foncier SARL which has taken over the assets and liabilities of Althea Fund Compartiment IV. This company develop the Perspectiv' (formerly Lankelz) project in Luxembourg. It should be recalled that, in 2019, Atenor entered into a partnership (33%) with AGRE and AXA through CCN Development as part of the NOR.Bruxsels project. In 2021, this stake was increased to 50%. In view of the development of the project and its marketing, four new entities, CCN Housing B1, CCN Housing B2, CCN Office A1 and CCN Office C-D, were incorporated by CCN Development on 1 September 2022.

Following the sale of 50% of Cloche d'Or Development stake in June 2022, the latter is now recognised under the equity method.

At 31 December 2022, the negative values of the stakes in Lankelz Foncier SARL and CCN Development (€ -1.88 million and € -2.79 million, respectively) were transferred to the non-current provisions.

No other important change occurred concerning the related parties. Updated information regarding other related parties will be noted in the financial annual report.

Note 11. Inventories

	In thousands of EUR
	2022	2021
Buildings intended for sale, beginning balance	932.994	775.706
Activated costs	196.767	404.663
Disposals of the year	-25.447	-90.262
IFRS 15 transition
Exits from the consolidation scope	-135.912	-159.971
Entries in the consolidation scope	11.861
Reclassifications from/to the "Inventories"	-12.768
Borrowing costs (IAS 23)	6.235	6.429
Foreign currency exchange increase (decrease)	-10.836	-3.604
Write-offs (recorded)	-514	-343
Write-offs (written back)	2 7	375
Movements during the year	29.413	157.287
Buildings intended for sale, ending balance	962.407	932.994
Accounting value of inventories mortgaged (limited to granded loans)	189.377	203.123

Please see comments on page 5.

The "properties held for sale" classified under "Inventories (Stock)" represent the real property projects in the portfolio and under development. This item amounts to €962.41 million, up €29.41 million net from 31 December 2021 (€932,99 million). This net variation results primarily from

• "capitalised expenses" and "scope additions" which record, on the one hand, the acquisitions of the 10 NBS (London), Astro 23 (Brussels), Campo Grande and Oriente (Lisbon) projects for a total of €48.31 million and, on the other hand, the continuation of the works and studies of the Arena Business Campus, Roseville, Bakerstreet, Lake 11 Home&Park (Budapest), @Expo, UP-site (Bucharest), Lakeside (Warsaw), Am Wherharhn, Pulsar (Dusseldorf), Well'be (Lisbon), Twist (Luxembourg), City Dox (Brussels), Au Fil des Grands Prés (Mons) and many other projects in development for a total of €160.32 million,
• the "disposals of the year", which mainly include the sale of flats in the City Dox and Twist projects, and the sales of the Au Fil des Grands Prés office properties, reducing the stock by €25.45 million,
• the "perimeter exits" relating to the stock of the Cloche d'Or project following the equity accounting of the Cloche d'Or Development shareholding (-€135.91 million) and
• the transfers of categories, mainly regarding the change of the Nysdam building to "investment property" heading in the amount of €15.4 million (see Note 9).
• the capitalisation of borrowing costs of €6.24 million; and
• the impact of exchange rate fluctuations, mainly the unfavourable effect of the Hungarian forint (€10.84 million). This item is reflected in the translation differences included in equity.

Note 12. Current and non-current financial assets

In thousands of EUR	Other financial investments	Trade and other receivables	Cash and cash equivalents
MOVEMENTS IN FINANCIAL ASSETS
Non-current financial assets
Beginning balance	56.986	19.605
Acquisitions	10.191	10.734
Disposals (-)	-483
Entries in the scope of consolidation	61.112
Reclassification (to) from other items	-30.556	-8.033
Increase (decrease) in the discounted amount
arising from the passage of time and of any change in the
discount rate		220
Foreign currency exchange increase (decrease)	-2
Ending balance	97.248	22.526
Fair value	97.248	22.526
Valuation	level 3	level 3
Current financial assets
Beginning balance	1.523	24.770	90.881
Acquisitions
Disposals (-)	-1.160	-23.781	-63.775
Entries in the consolidation scope		963	4
Exits from the consolidation scope		-19.136	-116
Reclassification (to) from other items		56.561
Impairments (-)	-26	-66
Foreign currency exchange increase (decrease)		-271	-1.901
Ending balance	337	39.040	25.093
Fair value	337	39.040	25.093
Valuation	levels 1 & 3	level 3	level 3

"Other non-current financial assets" mainly relate to net advances to companies accounted for by the equity method. The change during the period is explained, in particular, by the advances granted during the year (€9.66 million) as well as by the €61.11 million receivable from Cloche d'Or Development and its transfer to "Clients and other current debtors" of 50% of the debt on Cloche d'Or Development following the sale of 50% (-€30.56 M) of this holding.

"Other current financial assets" include short-term deposits (€0.07 million) and debt securities (€0.26 million), the valuation of which at the 30 December 2022 stock market price resulted in the recognition of an impairment loss of €26,000.

As at 31 December 2022, "Clients and other non-current debtors" totalled €22.53 million. This item covers the maturity in 2024 of the discounted debt on the purchaser of the NGY shareholding (€7.80 million), the discounted debt on the development of the Verheeskade II project (€2.38 million) and the proceeds receivable related to the sales of the flats in the Twist and City Dox Lots 7.1 and 5 projects (€12.35 million).

"Clients and other current debtors" increased from €24.77 million to €39.04 million as at 31 December 2022, an increase of €14.27 million. This includes:

• The amount to be received in 2023 of the receivable from the purchaser of the NGY stake (€8 million);
• The invoicing instalments for the O2 and P offices of the Au Fil des Grands Prés project (€7.17 million) and the flats of the Twist project (€2.18 million);
• VAT receivables from tax authorities (€8.99 million);
• The turnover acquired following the sales agreement signed for 5 productive activities in Lot 3 of the City Dox project (€2.60 million).

Foreign exchange, default, credit, and liquidity risks are detailed in Note 16 of the 2021 Annual Financial Report.

Fair value hierarchy levels

For each category of financial instrument, Atenor supplies the methods applied to determine their fair value.

Level 1: Prices listed on active markets

Beaulieu certificates

Level 2: (Directly or indirectly) observable data other than listed prices

Derivative instruments are, where appropriate, valued by a financial institution on the basis of market parameters.

Level 3: Non-observable market data

The fair value of "Current and non-current financial assets" (including liquid assets) is close to the market value. The fair value of unlisted financial assets available for sale is estimated at their book value, taking into account changes in the activity of the companies concerned and existing shareholder agreements. Their amount is insignificant.

The fair value of "Trade and other receivables" corresponds to their nominal value (deducting any impairment loss) and reflects the sale price of the goods and other assets sold in provisional agreements and notarial deeds.

Sensitivity analysis

Taking into account the nature of the financial assets and their short maturities, a sensitivity analysis is not necessary, as the impact of the rate variations is negligible.

Cash and Cash equivalents

		In thousands of EUR
	31.12.2022	31.12.2021
Short-term deposits	75	1.235
Bank balances	25.091	90.880
Cash at hand	2	1
Cash and cahs equivalents	25.168	92.116

Note 13. Current and non-current financial liabilities

In thousands of EUR	Current	Non-current		Total
2022	Up to 1 year	1-5 years	More than 5 years		Fair value (*)	Valuation
Derivatives	-	-370		-370	-370	level 2
Financial liabilities
Finance lease debts (IFRS 16)	403	1.050	4.319	5.772	5.764	level 3
Credit institutions	134.162	169.086		303.248	305.557	level 3
Bond isssue	20.000	269.848	55.000	344.848	335.343	levels 1 & 3
Other loans	204.400	34.376		238.776	238.688	levels 1 & 3
Total financial liabilities according to their maturity	358.965	474.360	59.319	892.644	885.352
Other financial liabilities
Trade payables	35.865			35.865	35.865	level 3
Other payables	35.362	4.797		40.159	40.159	level 3
Other financial liabilities		1.387		1.387	1.387	level 3
Total amount of other liabilities according to their maturity	71.227	6.185		77.412	77.412
	Current	Non-current
2021	Up to 1 year	1-5 years	More than 5 years	Total	Fair value	Valuation
Derivatives	-	184		184	184	level 2
Financial liabilities
Finance lease debts (IFRS 16)	377	1.148	9 3	1.618	1.611
Credit institutions	137.586	112.192		249.778	229.863	level 3
Bond isssue	20.000	214.786	75.000	309.786	314.815	levels 1 & 3
Other loans	198.000	70.361	5.000	273.361 -	274.007	levels 1 & 3
Total financial liabilities according to their maturity	355.963	398.487	80.093	834.543	820.296
Other financial liabilities
Trade payables	26.459			26.459	26.459	level 3
Other payables	14.609	18.791		33.400	33.400	level 3
Other financial liabilities		1.267		1.267	1.267	level 3
Total amount of other liabilities according to their maturity	41.068	20.058		61.126	61.126

(*) The fair value of financial instruments is determined as follows:

• If their maturity is short-term, the fair value is presumed to be similar to the amortised cost.

• For non-current fixed-rate debts, by discounting the future interest flows and capital reimbursements at a rate of 2.58%, which corresponds to the Group's weighted average financing rate.

• For listed bonds, on the basis of the closing price

Derivatives (liabilities)

Atenor uses financial derivative instruments exclusively for the purposes of hedging. These financial instruments are measured at their fair value with variations in value charged to the P&L account, except for the financial instruments qualified as "Cash flow hedges", for which the part of the profit or the loss on the hedging instrument considered to constitute an effective hedge is booked directly through equity account under the "other items of the overall result" heading. As far as "Fair value hedges" are concerned, changes in the fair value of the derivatives defined and qualified as fair value hedges are booked in the results account as changes to the fair value of the hedged asset or liability, charged to the hedged risk.

As part of the financing of €22 million by its Polish subsidiary Haverhill Investments in February 2019, Atenor simultaneously concluded a hedging rate contract which covers 71% of the credit. The fair value of this financial instrument qualified as a "cash flow hedge" (change of €0.552 million) is directly recognised under equity.

Following the investments made in the United Kingdom, an FX Forward Swap was issued at the end of 2021 for £20 million in order to cover the foreign exchange risk. This coverage has been renewed on 30 June 2022. It was not renewed when it expired on 31 December 2022.

Financial debt

In thousands of EUR
Current FINANCIAL DEBTS		Non-current	Total
	Up to 1 year	More than 1 year
Movements on financial liabilities
On 31.12.2021	355.963	478.580	834.543
Movements of the period
- New loans	75.074	137.027	212.101
- Reimbursement of loans	-70.047	-20.593	-90.640
- Lease liabilities (FRS 16)	442	4.128	4.570
- Exits from the consolidation scope		-68.000	-68.000
- Variations from foreign currency exchange	2 4	-98	-74
- Short-term/long-term transfer	-2.558	2.558	0
- Others	6 7	7 7	144
On 31.12.2022	358.965	533.679	892.644

Please see the comment on page 4 of the consolidated balance and the increase in indebtedness.

For the period ending 31.12.2022, the €58.10 million net increase in financial debt is due to:

• New borrowing during the year (+€212.10 million), namely a €55 million "Green" bond issue (characteristics set out below), €60 million in corporate financing, three loans in the amounts of €45 million, €8 million and €2.9 million respectively for the Victor Hugo 186, Astro 23 and UP-site Bucharest projects, three (E)MTNs for a total of €13.5 million and the increase in outstanding loans for the Twist (€10.32 million) and City Dox (€2.3 million) projects;
• The exit from the scope of the BGL loan for Cloche d'Or Development following the sale of 50% of the shareholding (- €68 million);
• The yearly repayments (-€90.64 million), including €48.10 million from CP and MTN, the matured bond loan of €20 million, and the Belfius rollover of €20 million.

In 2022, the main real estate lease agreement covered by IFRS 16 is the lease of land for the 10 NBS project in England. The initial rent debt of this new contract (€4.32 M) was calculated by discounting the future payments related to the property lease at the rate of 5.10%.

The book value of the financial debts is their nominal value adjusted for the costs and commissions related to the establishment of these loans and the adjustment related to the valuation of derivative financial instruments.

Sensitivity analysis for interest rate variations

The commercial perspectives of our projects and corresponding cash flows do not lead to major interest rate risk. Given the structure of the group's indebtedness and the fixed rates for long-term debt, sensitivity analysis thus becomes superfluous. As in previous years, such an analysis will reveal an impact of very little significance. Subject to events not known on the date of publication of this report, ATENOR intends to redeem the MTN and EMTN bonds issued at maturity.

Main characteristics of the new bond issues in 2022:

No.1 – 2022 - 2028

• "Green Retail Bond" issued in the context of the EMTN programme
• Amount: €55,000,000
• Gross annual interest: 4.625%
• Gross actuarial yield: 4.26%
• Issue date: 05/04/2022
• Maturity date: 05/04/2028
• Issue price: 101.875%
• Nominal minimum subscription amount: €1,000.00
• Bond listed on Euronext Brussels
• ISIN code: BE0002844257
• Coordinator: Banque Belfius
• Co-leaders: Belfius, KBC and Degroof Petercam

FINANCIAL DEBTS

Nominal value (in EUR)

Bonds
Retail bond - tranche 2 at 3.50%	05.04.2018 to 05.04.2024	30.000.000
Retail bond - tranche 1 at 3%	08.05.2019 to 08.05.2023	20.000.000
Retail bond - tranche 2 at 3.50%	08.05.2019 to 08.05.2025	40.000.000
Retail bond - tranche 1 at 3.25%	23.10.2020 to 23.10.2024	35.000.000
Retail bond - tranche 2 at 3.875%	23.10.2020 to 23.10.2026	65.000.000
Green bond - tranche 1 at 3.00%	19.03.2021 to 19.03.2025	25.000.000
Green bond - tranche 2 at 3.50%	19.03.2021 to 19.03.2027	75.000.000
Green bond (EMTN) - at 4.625%	05.04.2022 to 05.04.2028	55.000.000
Total Bond issues		345.000.000
Via Credit institutions
Atenor Group Participations		9.000.000
Atenor Long Term Growth		6.880.000
Atenor	Corporate (BNPPF)	10.000.000
	Corporate (Belfius)	60.000.000
	Corporate (Caisse d'Epargne Hauts de France) 14.989.973
Projects	Le Nysdam (via Hexaten)	13.000.000
	City Dox (via Immmobilière de la Petite
	Île)	20.300.000
	Realex (via Leaselex)	50.000.000
	Realex (via Immo Silex)	10.000.000
	Beaulieu (via Atenor)	18.900.000
	Astronomie (via Highline)	7.490.196
	Twist (via Atenor Luxembourg)	16.982.000
	Victor Hugo (via 186 Victor Hugo)	45.000.000
	Lakeside (via Haverhill)	17.875.000
	UP-Site (via NOR Residential Solutions)	2.903.000
Total financial debts via credit institutions		303.320.169
Other loans
CP	2023	149.900.000
MTN	2023	14.500.000
	2024	1.000.000
	2025	5.000.000
	2026	500.000
EMTN	2023	30.000.000
	2024	8.100.000
	2025	10.000.000
	2026	2.500.000
	2027	5.000.000
Green EMTN	2024	10.000.000
	2025	2.500.000
Total other payables		239.000.000
Leases liabilities (IFRS 16)
Atenor Luxembourg		702.512
Atenor France		308.158
Atenor Deutschland		138.792
Atenor Hungary		91.823
Atenor Romania		211.182
Fleethouse		4.319.992
Total leases liabilities		5.772.459
TOTAL FINANCIAL DEBTS		893.092.628

Fair value hierarchy levels:

The Group measures the fair value of its financial liabilities using a fair value hierarchy. A financial instrument is classified within the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Level 1: Prices listed on active markets

For instruments listed on an active market, such as bond issues and (E)MTNs included in "other borrowings", the fair value corresponds to the listed price on the closing date.

Level 2: (Directly or indirectly) observable data other than listed prices

Derivative instruments are, where appropriate, valued by a financial institution on the basis of market parameters.

Level 3: Non observable market data

Depending on their maturity, "Financial liabilities" are valued on a discounted cash flow basis or at amortised cost based on the effective interest rate, justified by conventions and amounts borrowed.

The fair value of trade and other payables is considered to be equal to the respective carrying amount of these instruments due to their short-term maturity.

Note 14. Stock option plans for employees and other payments based on shares

On 8 March 2022, ATENOR issued a stock option plan (SOP 2022) for the Atenor Long Term Growth (ALTG) subsidiary. The options issued to this subsidiary benefit the members of the Executive Committee, employees, and some ATENOR service providers.

This SOP 2022 may be exercised during the following three periods: from 10 March to 31 March 2025, from 9 March to 31 March 2026, and from 8 March to 31 March 2027, after each publication of the annual results.

It may be recalled that on 29 August 2018, the Board decided to acquire 150,000 securities via the Atenor Long Term Growth SA subsidiary with a view to implementing the aforementioned new share option plan from 2019 onwards.

Note 15. Principal risks and uncertainties

The property sector has been impacted by the sudden rise in interest rates in the summer of 2022. The culmination of value creation for a property developer is the sale of its projects to investors. The war in Ukraine and its direct and indirect economic consequences have led to a climate of uncertainty among investors and particularly real estate investors. The wait-and-see attitude of investors observed since the end of 2022 continues into early 2023. For Atenor, several project disposals have been postponed, leading to a postponement of results and a temporary increase in the debt level. We remain attentive to the possible consequences of this evolution, confident however of the resilience of the portfolio due to its diversification.

The Board of Directors is attentive to the analysis and management of the various risks and uncertainties which ATENOR and its subsidiaries are confronted with.

On 31 December 2022, Atenor was not confronted with any litigation.

Note 16. Event after the closing date

No important event occurring since 31 December 2022 is to be noted.

D. Statement by the Management

Stéphan Sonneville SA, CEO and President of the Executive Committee and the Members of the Executive Committee, including Laurent Jacquemart for Value Add Consulting SRL, CFO, acting in the name of and on behalf of Atenor SA attest that to the best of their knowledge,

• The summary financial statements at 31 December 2022 were prepared in conformity with IFRS standards and provide a true and fair view of the assets, of the financial situation and of the profits of Atenor and of the enterprises included in the consolidation;¹
• The financial annual report contains a true reflection of the major events and of the principal transactions between related parties occurring during the financial year and of their impact on the summary financial statements as well as a description of the main risks and uncertainties.
• continuity accounting principles are applied.

E. External audit

The Statutory Auditor, EY Réviseurs d'Entreprises SRL represented by Mr Carlo-Sébastien D'Addario, confirmed that it does not have any reservations concerning to the accounting information included in this press release and that it corresponds with the financial statements as approved by the Board of Directors.

¹ Affiliated companies of ATENOR in the sense of article 1.20 of Code on companies and associations