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ATENOR

Earnings Release Mar 10, 2022

3908_er_2022-03-10_4e0ba3e7-2ec5-43f7-af38-131fdd76c5ca.pdf

Earnings Release

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ANNUAL RESULTS 20211

Regulated information

La Hulpe, 10 March 2022

YEAR RESULT: € 38.07 M (+58%)

Despite the persistence of the health crisis in 2021, ATENOR has experienced a remarkable year with a significant increase in profits that were highly diversified both in geographical and functional terms.

GROSS DIVIDEND* : € 2.54 PER SHARE (+5%) - YIELD OF 4.9%

Based on its results, ATENOR is maintaining its attractive dividend policy with regular increases. * Subject to the approval of the General Assembly on 22.04.2022

VALUE CREATION CYCLE

In 2021, ATENOR invested in 5 projects for a total amount of 270.45 million Euro representing a total surface area to be developed of 215,000 m². Several major sales transactions for a total surface area of 135,000 m² have generated 317.10 million Euro corresponding to the sum of the cash received and the reduction of the bank debt.

In addition, applications for 299,000 m² of building/renovation works (up 59%) were filed, with permits received for 223,000 m² (up 180%).

DEVELOPMENT PORTFOLIO: 32 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 54% of office space and 40% of residential (the equivalent of about 6,000 units under development).

ATENOR, ACTING FOR SUSTAINABILITY

A pioneer and committed player in sustainable urban development, ATENOR applies an ambitious and consistent ESG sustainability policy, not only at corporate level, but also for its projects and financing. For example, ATENOR is carbon neutral certified, the projects it has developed are at least Breeam Excellent and Well Gold. In March 2021, ATENOR issued the first Green Retail Bond on the Brussels stock exchange.

STÉPHAN SONNEVILLE SA, CEO COMMENTS :

" The improved results confirm ATENOR's economic resilience and the validity of its business model, which is based on the quality of the projects in the portfolio and hard-working teams. ATENOR's firm commitment to consistent sustainability, through its think tank ArchiLab, as well as the growth of the various indicators of the value creation cycle in 2021, underlie, subject to the macro-economic consequences related to the current tragic events in Ukraine, the continued favourable outlook. "

* * *

1 ATENOR has chosen French as its official language. Consequently, only the French version text is authentic. The version in English is translation of the French version.

Projects in portfolio

Following the latest transactions of 2021, the portfolio totals 32 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 figures below represent gross surface area in m², for the year 2021.

Acquisitions: ATENOR continued to implement its international growth plan in 2021.

The amount invested, 270.45 million Euro, corresponds to the cumulative acquisition costs of 5 new projects: Bakerstreet II and Lake11 in Budapest, Rue Victor Hugo in Paris, Cloche d'Or in Luxembourg and Fleet House in London, plus the increase of the stake in CCN to 50%. These investments represent a total gross floor area of 215,000 m² and support the profit outlook.

These acquisitions are also in line with our intention (second phase of the growth plan) to establish ATENOR as a reference player in the 10 markets in which we are active.

Building/renovation permit applications: The rate of permit applications submitted, which is significantly higher than in 2020 (+59%), reflects the high level of activity of the teams despite the pandemic-related difficulties still prevailing in 2021.

The weighted average time per square meter for obtaining permits is around 15 months, a significant improvement on previous years.

Getting building/renovation permits: Obtaining building/renovation permits is an essential step in the value creation cycle for ATENOR as an urban developer and as an expert in adapting the urban fabric to changing demand. As an expected consequence of the international growth in business, ATENOR recorded a strong increase in the authorized surface area in 2021 (+180%) to an additional 223,000 m², thus paving the way for excellent profits to be realized over the following two to three years.

In Brussels, the development permit for the REALEX project will have to be reapplied for, without handicapping – apart from postponing it by 18 months – the agreement reached with the OIB concerning the purchase of the new European Union Conference Centre.

2

Construction: We are adopting a differentiated policy of launching constructions as soon as authorizations are obtained. The excellent performance of the residential market and the recovery in several countries of office take-up after the sharp slowdown in 2020 have led us to launch several construction sites for an additional surface area of 128,500 m². As at 31 December 2021, 25% of the portfolio was under construction, of which more than 35% was already leased or sold in the form of pre-letting or pre-sales contracts.

And even as raw materials are increasingly scarce and expensive, ATENOR is able to handle the situation either contractually by containing its construction costs, or commercially by making up for these increases on the real estate markets.

Locations: Given the marked general slow-down in office space take-up in 2020, we had based our forecasts solely on investment activity. During the third quarter, a revival of take-up was seen in a number of countries. Several of our projects benefited from this, generating an additional margin on pre-sold projects. In any case, the move to home working appears to have peaked, with demand once again rising for new, highly sustainable office spaces that can accommodate a post-COVID/COVID-safe way of working: the New – in some cases Hybrid – Way of Working (NWOW). In most cases, obsolete buildings cannot meet this demand.

Disposals: Wishing to give priority to the rotation of invested capital, ATENOR concluded several major transactions in 2021 for a total of 317.10 million Euro. This amount corresponds to the sum of cash received and the reduction of dedicated bank debt with regard to the Vaci Greens F, HBC, Buzz and Dacia 1 projects alone.

The average gross margin generated by these four disposals is around €785/m² over the entire duration of their development, well above the minimum average gross margin used in the financial model (€ 400/m²).

All these transactions have had a significant combined effect in terms of earnings, cash flow and debt reduction. We are also seeing record residential sales, both in Western and Central Europe. Flat sales amounted to 470 units. However, the flats sold in Hungary and Romania will only contribute to the results when they are delivered, in line with IFRS 15.

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 2021 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.

As a real estate developer, our environmental contribution is validated by the certifications that exist in the business. Of these, we favor Breeam for offices and energy performance for residential properties. We will ensure that, from 2023, all our projects are "Taxonomy aligned".

Through its urban positioning, ATENOR is fully committed to Sustainable Development Goal 11 and ensures that it has a positive social impact in the cities where it is active.

Finally, in matters of corporate governance, good practices applicable to listed companies are extended to all aspects of the group's management.

B. Management Report

ATENOR ended the 2021 financial year with a net consolidated result of 38.07 million Euro, compared to 24.13 million Euro in 2020.

The Board of Directors will propose a gross dividend of € 2.54 per share to the General Assembly, an increase of 5% compared to the previous year.

Results 31.12.2021 31.12.2020
Net consolidated result (group share) 38,069 24,129
Profit per share (in Euro)1 5.66 4.00
Number of shares 7,038,845 7,038,845
of which own shares 313,427 313,427
Balance sheet 31.12.2021 31.12.2020
Total assets 1,229,814 1,058,442
Cash position at the end of the period 92,116 67,887
Net indebtedness (-) -742,427 -589,539
Total of consolidated equity 301,043 261,212
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 174,12 million Euro on 31 December 2021.

They mainly consist of (a) revenues from the sale of the buildings Vaci Greens E and F in Budapest (€ 94.77M), (b) revenues from the sale of apartments in residential projects (City Dox and La Sucrerie) for a total of 44.85 million Euro, (c) the revenue earned from the sales in future state of completion of the Buzz (Leudelange), Twit and Au Fil des Grands Prés projects (offices) for a total of € 22.75M), as well as (d) lease revenues on the University Business Center II (Warsaw), Nysdam (La Hulpe) and Vaci Greens F (before sale), Arena Business Campus (Budapest), Cloche d'Or (Renault in Luxembourg) buildings totalling 6.05 million Euro.

The other operating revenue (€ 23.21 M) mainly includes the remaining fit out works for the European Commission in the building The One (€ 4.02M), the usufruct royalty (partly retroceded to Immo Beaulieu SA) of the Beaulieu building (€ 6.76M) as well as the reinvoicing of service charges and miscellaneous costs of the leased buildings (€ 4.46M). The disposals of the stakes in Victoriei (Dacia building) and NGY (Hermes Business Campus building) in Bucharest (€ 4.50M) as well as the 3.39 million Euro in proceeds from the tax consolidation round out "other operating revenue".

The operating result amounted to 64.16 million Euro, compared with 40.18 million Euro in 2020. This is mainly influenced by the sale of the Vaci Greens E and F buildings (€ 41.74 M), by the sale of the various apartments in residential projects as mentioned above (total of € 6.74 M), the results of the progress of the pre-sold Buzz, Twist and Au Fil des Grands Prés buildings (€ 8.59 M), the net result of the usufruct receivables on the Beaulieu building (€ 3.58 M) as well as the rental revenue, net of charges, from mainly the UBC II, Nysdam and Arena Business Campus buildings (total of € 3.51 M).

The net financial result was -11.90 million Euro, compared with -9.89 million Euro in 2020. The increase of net financial charges(€ 4,13 M compared to 2020) is mainly due to the increase of the Group's average net debt (€ +151 M compared to 2020). These financial expenses are favourably influenced by the rise in activations (IAS 23 ; € +2.12 M compared to 2020) relating to the developments in progress.

Income taxes: The amount for this item amounts to 11.88 million Euro (compared with 5.15 million Euro in 2020). This item includes both statutory tax and the deferred tax assets and liabilities linked to the progress of the sale of the aforementioned projects and mainly related to the Vaci Greens, City Dox, Buzz and Au Fil des Grands Prés projects (total of 11.22 million Euro).

Taking the preceding factors into account, the group net result of the financial year was 38.07 million Euro compared with 24.13 million Euro in 2020.

Consolidated balance sheet

Consolidated shareholder equity was 301.04 million Euro compared with 261.21 million at 31 December 2020, an increase of 24.45% of the total balance up by 171 million euros compared to 31 December 2020.

At 31 December 2021, net consolidated financial indebtedness was 742.43 million Euro, compared with a net consolidated indebtedness of 589.54 million Euro as at 31 December 2020. Three transactions marked the financial year: (a) the issue, in March 2021, of a Green Bond for a total of 100 million Euro, (b) the partial financing of the acquisition of the Cloche d'Or project (68 million Euro) and (c) the sale of the Romanian subsidiary NGY (HBC project), whereby its financing was removed from the consolidation scope (79.50 million Euro).

Consolidated indebtedness consists, on the one hand, of a long-term debt of 478.76 million Euro and, on the other hand, of a short-term debt of 355.96 million Euro. Available cash was 92.12 million Euro compared with 67.89 million Euro at end 2020.

The "buildings held for sale" classified under "Inventories (Stock)" represent the real estate projects in the portfolio and in the course of development. This item amounted 932.99 million Euro, an increase of 157.28 million Euro in comparison with 31 December 2020 (€ 775.71 M).

This net variation results primarily

  • (a) land acquisitions in Cloche d'Or (Renault, Luxembourg), Paris (rue Victor Hugo) and Budapest (Bakerstreet II and Lake City) for a total of 237.99 million Euro,
  • (b) from the continuation of the works and studies of the Arena Business Campus, Roseville (Budapest), Com'Unity and U'Man (Bezons/Paris), @Expo, UP-site Bucharest, City Dox and Realex (Brussels) projects and many other projects under development, for a total of 114.76 million Euro and
  • (c) from the sale of apartments in the City Dox project and the sale of Dacia, HBC and Vaci Greens F office buildings which reduce the stock by 192 million Euro.

Financing policy

ATENOR has actively pursued its financial policy aimed at diversifying its sources of financing, in particular through an initial bond issue meeting the ambitious criteria of a transition to sustainable financing conditions (Green Retail Bond issue in the amount of 100 million Euro on 19 March 2021). ATENOR is calling on capital markets and institutional investors as well as on the banking market. Staggering maturities reduces refinancing risks when market conditions are unfavorable. The flexibility of project financing both before permits are obtained and during the construction and marketing phases aims to optimize financing costs by allowing the use of project revenues. In 2021, the weighted average interest rate of ATENOR's consolidated debt was 2.40%, compared to 2.30% in 2020.

ATENOR has a short, medium and long-term CP/MTN (commercial paper) line of 200 million Euro, fully used by 31.12.2021. ATENOR intends to continue to use it while favoring long terms (from two years) instead of terms of less than twelve months.

The use of the EMTN line (150 million Euro) was 73.60 million Euro at 31 December 2021. ATENOR will also continue to use it within the context of its Green Finance Framework (GFF) and continue with the greening of its debt. It is willing to review the proposals (reverse inquiries) of qualified investors for maturities corresponding to the European development of its project portfolio.

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 2020).

These shares aim to serve the share option plans (2017 to 2021) allocated to ATENOR staff and some of its service providers.

Dividend policy and proposed dividend

The Board of Directors will propose, to the General Meeting of 22 April 2022, the payment (for the financial year 2021) of a gross dividend of 2.54 Euro per share (up 5% compared to 2020), i.e. a net dividend after withholding tax (30%) of 1.778 Euro per share.

  • Subject to the approval of the Ordinary General Assembly, the dividend will be paid out from 28 April 2022.
  • Ex date 26 April 2022
  • Record date 27 April 2022
  • Payment date 28 April 2022

Prospects for the year 2022

We have actively worked on our project portfolio over the past two years. The result is that projects have effectively matured in the value-creation cycle, as illustrated by the increase in the amount of land with permits applied for and approved.

Notwithstanding the possibility of new pandemic waves or renewed political tensions, the real estate world is showing sustained demand for sustainable buildings, both commercial (office) and residential. The financial sector is actively seeking investments with high ESG criteria. With its urban, international and sustainable positioning in the real estate development sector, ATENOR is in the right place, at the right time.

This positioning will underpin further growth, subject to the macro-economic consequences of the current tragic events in Ukraine.

At this stage, the conflict is not having a direct impact on our activities. For the sake of clarity, ATENOR has no business relations with Russian or Ukrainian companies or entrepreneurs.

The situation in Ukraine increased the pre-existing tensions existing before the conflict for certain construction materials or labour.

Financial Calendar

Ordinary General Assembly 2021 22 April 2022
Dividend payment (subject to the approval of the General Assembly) 28 April 2022
Intermediate declaration for first quarter 2022 18 May 2022
Half-yearly results 2022 2 September 2022
Intermediate declaration for third quarter 2022 17 November 2022
General Assembly 2022 28 April 2023

Contacts and Information

For more detailed information, please contact Stéphan Sonneville SA, CEO or Mr Sidney D. Bens, CFO. Ph +32 (2) 387.22.99 Fax +32 (2) 387.23.16 e-mail : [email protected] www.atenor.eu

C. Summary Financial Statements

Consolidated statement of comprehensive income

In thousands of EUR
Notes 2021 2020
Operating revenue 174.118 131.989
Turnover 168.068 115.230
Property rental income 6.050 16.759
Other operating income 23.214 48.540
Gain (loss) on disposals of financial assets 4.505 19.283
Other operating income 18.703 29.261
Gain (loss) on disposals of non-financial assets 6 -4
Operating expenses (-) -133.169 -140.353
Raw materials and consumables used (-) -361.163 -235.837
Changes in inventories of finished goods and work in progress 314.708 184.695
Employee expenses (-) -4.776 -3.021
Depreciation and amortization (-) -788 -619
Impairments (-) -204 -246
Other operating expenses (-) -80.946 -85.325
RESULT FROM OPERATING ACTIVITIES - EBIT 64.163 40.176
Financial expenses (-) -13.478 -11.438
Financial income 1.576 1.554
Share of profit (loss) from investments consolidated by the equity method -2.480 -1.180
PROFIT (LOSS) BEFORE TAX 49.781 29.112
Income tax expense (income) (-) 7 -11.880 -5.148
PROFIT (LOSS) AFTER TAX 37.901 23.964
Post-tax profit (loss) of discontinued operations 0 0
PROFIT (LOSS) OF THE PERIOD 37.901 23.964
Non controlling interests -168 -165
Group profit (loss) 38.069 24.129
EARNINGS PER SHARE EUR
2021 2020
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) 6.724.981 6.029.226
Basic earnings per share 5,66 4,00
Diluted earnings per share
Proposal of gross dividend per share
5,66
2,54
4,00
2,42
Other elements of the overall profit and losses In thousands of EUR
2021 2020
Group share result 38.069 24.129
Items not to be reclassified to profit or loss in subsequent periods :
Employee benefits -168 -198
Items to be reclassified to profit or loss in subsequent periods :
Translation adjusments 18.705 -12.132
Cash flow hedge 1
3
183 -16
Overall total results of the group 56.789 11.783
Overall profits and losses of the period attributable to third parties -168 -165

C. Summary Financial Statements (continued)

Consolidated statement of the financial position

ASSETS

In thousands of EUR
Notes 31.12.2021 31.12.2020
NON-CURRENT ASSETS 163.092 127.368
Property, plant and equipment 4.480 3.517
Intangible assets 2
5
3
7
Investments consolidated by the equity method 78.729 64.180
Deferred tax assets 3.267 5.070
Other non-current financial assets 56.986 49.061
Non-current trade and other receivables 19.605 5.503
CURRENT ASSETS 1.066.722 931.074
Inventories 9 932.994 775.706
Other current financial assets 4 1.523 37.751
Current tax receivables 3.755 1.751
Current trade and other receivables 24.770 79.052
Current loans payments 2
5
1
5
Cash and cash equivalents 4 90.881 30.713
Other current assets 12.774 6.086
TOTAL ASSETS 1.229.814 1.058.442
LIABILITIES AND EQUITY
In thousands of EUR
Notes 31.12.2021 31.12.2020
TOTAL EQUITY 301.043 261.212
Group shareholders' equity 298.563 258.564
Issued capital 133.621 133.621
Reserves 180.015 140.016
Treasury shares (-) -15.073 -15.073
Non controlling interests 2.480 2.648
Non-current liabilities 510.036 482.617
Non-current interest bearing borrowings 5 478.580 433.001
Non-current provisions 9.526 10.903
Pension obligation 1.094 902
Derivatives 1
3
184 367
Deferred tax liabilities 594 702
Current trade and other payables 18.791 33.959
Other non-current liabilities 1.267 2.783
Current liabilities 418.735 314.613
Current interest bearing debts 5 355.963 224.425
Current provisions 4.512 338
Current tax payables 6.995 3.499
Current trade and other payables 42.563 74.097
Other current liabilities 8.702 12.254
TOTAL EQUITY AND LIABILITIES 1.229.814 1.058.442

C. Summary Financial Statements (continued)

Consolidated cash flow statement (indirect method)

Notes In thousands of EUR
31.12.2021 31.12.2020
Operating activities
- Group share result 38.069 24.129
- Result of non controlling interests -168 -165
- Result of Equity method Cies 2.480 1.180
- Interest charges 11.617 9.794
- Interest incomes -1.569 -302
- Income tax expense 7 10.013 8.219
- Result for the year 60.442 42.855
- Depreciation 788 619
- Amortisation and impairment 204 246
- Translation adjustments -299 5.264
- Provisions -551 5.245
- Deferred taxes 7 1.867 -3.071
- (Profit)/Loss on disposal of fixed assets -4.511 -19.279
- SOP / IAS 19 0 -1.177
- Adjustments for non cash items -2.502 -12.153
- Variation of inventories -320.830 -184.954
- Variation of trade and other amounts receivables 80.562 20.082
- Variation of trade payables 8.199 8.287
- Variation of amounts payable regarding wage taxes 384 -71
- Variation of other receivables and payables -34.913 28.518
- Net variation on working capital -266.598 -128.138
- Interests received 1.569 302
- Income tax paid -8.524 -7.911
- Income tax received 230 0
Cash from operating activities (+/-) -215.383 -105.045
Investment activities
- Acquisitions of intangible and tangible fixed assets -656 -759
- Acquisitions of financial investments -46.898 -5.684
- New loans -8.005 -36.566
- Subtotal of acquired investments -55.559 -43.009
- Disposals of intangible and tangible fixed assets 6 5
- Disposals of financial investments 71.752 0
- Reimbursement of loans 85 0
- Subtotal of disinvestments 71.843 5
Cash from investment activities (+/-) 16.284 -43.004
Financial activities
- Increase in capital 76.006
- New borrowings 309.743 216.483
- Repayment of borrowings -54.900 -98.144
- Interests paid -8.904 -9.191
- Dividends paid to company's shareholders 6 -16.272 -12.284
- Directors' entitlements -410 -256
Cash from financial activities (+/-) 229.257 172.614
Net cash variation 30.158 24.565
67.887 45.447
- Cash and cash equivalent at the beginning of the year
- Net variation in cash and cash equivalent
30.158 24.565
-5.929 -2.125
- Effect of exchange rate changes 92.116 67.887
- Cash and cash equivalent at end of the year 4

C. 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
2020
Balance as of 01.01.2020 57.631 -351 -15.073 162.795 -643 -20.108 2.797 187.048
Profit/loss of the period
Other elements of the overall results (1)
-
-
-
-16
-
-
24.129
-
-
-198
-
-12.132
-165
-
23.964
-12.346
Total comprehensive income - -16 - 24.129 -198 -12.132 -165 11.618
Capital increase
Paid dividends
6 14.408
-
61.582 -
-
-
-
-
-12.284
-
-
-
-
-
-
75.990
-12.284
Own shares
Share based payment / Valuation
Others
-
-
-
-
-
-
-
-
-
-
-1.176
-
-
-
-
-
-
-
-
-
16
-
-1.176
1
6
Balance as of 31.12.2020 72.039 61.582 -367 -15.073 173.464 -841 -32.240 2.648 261.212
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
Résultat global total - 183 - 38.069 -168 18.705 -168 56.621
Capital increase
Paid dividends
Own shares
Share based payment / Valuation
Others
6
1
1
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-16.272
-
-
(518)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-16.272
-
-
-518
Balance as of 31.12.2021 72.039 61.582 -184 -15.073 194.743 -1.009 -13.535 2.480 301.043

(1) The Group detains Hungarian, Romanian and Polish subsidiaries that opted for the local currency as their operating currency in each of the countries. The positive conversion differences recorded for the period in equity are explained by the exit from the scope of 2 Romanian entities and the disposal of the Hungarian Vaci Greens F project (+21.25 million Euro) offset by the devaluation of the HUF and RON during the year (-2.54 million Euro).

SELECTIVE NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ON 31.12.2021

Note 1. Corporate information

The consolidated financial statements of the Group as at 31 December 2021 including the annual report including all financial statements and attached notes were adopted by the Board of Directors on 8 March 2022.

Note 2. Principal accounting methods

1. Basis for preparation

The consolidated financial statements as at 31 December 2021 were drawn up in accordance with the IFRS standards as adopted in the European Union.

2. Principes de consolidation et principes comptables significatifs

The consolidated financial statements as at 31 December 2021 were drawn up in accordance with the IFRS standards as adopted in the European Union.

Comment on Covid-19

The Covid-19 pandemic has not had any influence on the evaluation rules.

As regards to the prospects and estimates of future impacts, please refer to the comments in the management report (above).

Standards and interpretations applicable for the annual period beginning on or after 01.01.2021 in the European Union

  • Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 Interest Rate Benchmark Reform Phase 2
  • Amendment to IFRS 16 Leases: COVID-19-Related Rent Concessions (applicable for annual periods beginning on or after 1 June 2020)
  • Amendments to IFRS 4 Insurance Contracts Extension of the Temporary Exemption from Applying IFRS 9 to 1 January 2023 (applicable for annual periods beginning on or after 1 January 2021)

These amendments and new interpretations have no significant impact on the presentation, disclosure requirements or the consolidated financial performance and / or situation of ATENOR

Standards and interpretations published, but not yet applicable for the annual period beginning on 01.01.2021

  • Amendment to IFRS 16 Leases: COVID-19-Related Rent Concessions beyond 30 June 2021 (applicable for annual periods beginning on or after 1 April 2021)
  • 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)
  • IFRS 17 Insurance Contracts (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 (applicable for annual periods beginning on or after 1 January 2023, 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, but not yet endorsed in the EU)
  • 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, but not yet endorsed in the EU)
  • 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, 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. Other current financial assets, cash and cash equivalents

In thousands of EUR
31.12.2021 31.12.2020
Short-term deposits 1.235 37.174
Bank balances 90.880 30.711
Cash at hand 1 2
Cash and cahs equivalents 92.116 67.887

Read pages 5 and 9 – comments relating to the main items of the consolidated balance sheet

Note 5. Financial Liabilities

In thousands of EUR 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 level 3
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
Current Non-current
2020 Up to 1 year 1-5 years More than 5
years
Total Fair value Valuation
Derivatives - 367 - 367 367 level 2
Financial liabilities
Finance lease debts (IFRS 16) 193 530 6
7
790 788
Credit institutions 70.582 137.086 207.668 207.715 level 3
Bond isssue 144.842 65.000 209.842 213.164 levels 1 & 3
Other loans 153.650 84.976 500 239.126
-
240.096 levels 1 & 3
Total financial liabilities according to their maturity 224.425 367.434 65.567 657.426 661.763
Other financial liabilities
Trade payables 33.501 33.501 33.501 level 3
Other payables 28.083 33.959 62.042 62.042 level 3
Other financial liabilities 2.783 2.783 2.783 level 3
Total amount of other liabilities according to their maturity 61.585 36.742 98.327 98.327

See the comment on page 5 on the consolidated balance and the increase of the indebtedness.

Levels of fair value hierarchy

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 : Quoted prices on active markets

For instruments quoted on an active market, the fair value corresponds to the quotation on the closure date.

  • Level 2 : (Direct or indirect) observable data, other than quoted prices
  • Derivatives are valued, if necessary, 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.

At 31 December 2021, the interest rate applied is 2.40%. It corresponds to the weighted average rate for the Group's financing.

In thousands of EUR

FINANCIAL DEBTS Current Non-current Total
Up to 1 year More than
1 year
Movements on financial liabilities
On 31.12.2020 224.425 433.001 657.426
Movements of the period
- New loans 78.250 231.166 309.416
- Reimbursement of loans -54.720 -54.720
- Lease liabilities (FRS 16) 6
9
1.021 1.090
- Exits from the consolidation scope -1.838 -76.921 -78.759
- Variations from foreign currency exchange 2 -60 -58
- Short-term/long-term transfer 109.706 -109.706 0
- Others 6
9
7
9
148
On 31.12.2021 355.963 478.580 834.543

Please see the comment on page 5 on the consolidated balance and the increase in indebtedness.

The net increase in financial debt, to the amount of € 177,11 M is mainly explained by:

  • New borrowings (€+309,42 M), namely two bond issues of the "Green" type, for € 25 M and € 75 M respectively (characteristics set out below), the loans taken out for the acquisition or development of the Cloche d'Or (€ 68 M), City Dox (€ 18 M) and Twist (€ 6.67 M) projects, two corporate financings totalling € 30 M as well as the increase in the CP/(E)-MTN outstandings, to the value of € 86.75 M ;
  • The disposal of NGY Properties Investment SRL (HBC project) together with its bank financing with DPB (€ -78.76 M)
  • The yearly repayments (€ -54,46 M) of which € 52.65 M from MTN which became due.

The indebtedness policy, the financial risks and the interest rate risk will be detailed in note 20 of the 2021 annual financial report.

Main characteristics of the new bond issues in 2021 :

N° 1 – 2021 - 2025

  • Retail bond issue of the "Green Retail Bond" type tranche 1
  • Amount: €25,000,000
  • Gross annual interest of 3.00%
  • Gross actuarial yield: 2.57%
  • Issue date: 19.03.2021
  • Maturity date: 19.03.2025
  • Issue price: 101.625%
  • Nominal minimum subscription amount: € 1,000
  • Bond listed on Euronext Brussels
  • ISIN code: BE0002776574
  • Coordinator: Banque Belfius
  • Co-leaders: Belfius and KBC

N° 2 – 2021 - 2027

  • Retail bond issue of the "Green Retail Bond" type tranche 2
  • Amount: €75,000,000
  • Gross annual interest of 3.50%
  • Gross actuarial yield: 3.15 %
  • Issue date: 19.03.2021
  • Maturity date: 19.03.2027
  • Issue price: 101.875%

  • Nominal minimum subscription amount: €1,000

  • Bond listed on Euronext Brussels
  • ISIN code: BE0002775568
  • Coordinator: Banque Belfius
  • Co-leaders: Belfius and KBC

FINANCIAL DEBTS

Nominal value (in EUR)
Bonds
Retail bond - tranche 1 at 2.875% 05.04.2018 to 05.04.2022 20.000.000
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
Total Bond issues 310.000.000
Via Credit institutions
Atenor Group Participations 9.000.000
Atenor Long Term Growth 6.940.000
Atenor Corporate 30.714.286
Projets Nysdam (via Hexaten) 13.000.000
City Dox (via Immmobilière de la Petite
Île) 18.000.000
Realex (via Leaselex) 50.000.000
Realex (via Immo Silex) 10.000.000
Beaulieu (via Atenor) 18.900.000
Twist (via Atenor Luxembourg) 6.665.700
Renault (via Cloche d'Or development) 68.000.000
Lakeside (via Haverhill) 18.700.000
Total financial debts via credit institutions 249.919.986
Other loans
CP 2022 151.250.000
MTN 2022 28.750.000
2023 14.500.000
2025 5.000.000
2026 500.000
EMTN 2022 18.000.000
2023 30.000.000
2024 8.100.000
2025 10.000.000
2026 2.500.000
Green EMTN - tranche 1 - 3,40% 2027 1.100.000
Green EMTN - tranche 2 - 3,40% 2027 3.900.000
Total other payables 273.600.000
Leases liabilities (IFRS 16)
Atenor Luxembourg 846.389
Atenor France 385.020
Atenor Deutschland 174.705
Atenor Hungary 212.164
Total leases liabilities 1.618.278
TOTAL FINANCIAL DEBTS 835.138.264

Note 6. Paid Dividends

In thousands of EUR
2021 2020
Dividends on ordinary shares declared and paid during the period: 16.272 12.284

Note 7. Income taxes

In thousands of EUR
I. Income tax expense / Income - current and deferred 2021 2020
Income tax expense / Income - current
Current period tax expense -10.839 -7.716
Adjustments to tax expense/income of prior periods 826 -503
Total current tax expense, net -10.013 -8.219
Income tax expense / Income - Deferred
Related to the current period -223 3.534
Related to tax losses -1.644 -463
Total deferred tax expense -1.867 3.071
Total current and deferred tax expense -11.880 -5.148

Please read the comment on page 4

Note 8. Segment reporting

In thousands of EUR 31.12.2021 31.12.2020
Western
Europe
Central
Europe
Total Western
Europe
Central
Europe
Total
Operating revenue 74.675 99.443 174.118 68.922 63.067 131.989
Turnover 72.917 95.151 168.068 67.556 47.674 115.230
Property rental income 1.758 4.292 6.050 1.366 15.393 16.759
Other operating income 20.090 3.124 23.214 42.104 6.436 48.540
Gain (loss) on disposals of financial assets 4.505 4.505 19.283 19.283
Other operating income 15.579 3.124 18.703 22.825 6.436 29.261
Gain (loss) on disposals of non-financial assets 6 6 -4 -4
Operating expenses (-) -74.932 -58.237 -133.169 -91.280 -49.073 -140.353
Raw materials and consumables used (-) -269.662 -91.501 -361.163 -138.167 -97.670 -235.837
Changes in inventories of finished goods and work in
progress 260.788 53.920 314.708 98.318 86.377 184.695
Employee expenses (-) -3.912 -864 -4.776 -2.351 -670 -3.021
Depreciation and amortization (-) -573 -215 -788 -420 -199 -619
Impairments (-) -256 5
2
-204 -125 -121 -246
Other operating expenses (-) -61.317 -19.629 -80.946 -48.535 -36.790 -85.325
RESULT FROM OPERATING ACTIVITIES - EBIT 19.833 44.330 64.163 19.746 20.430 40.176
Financial expenses (-) -15.673 2.195 -13.478 -11.352 -86 -11.438
Financial income 1.576 1.576 1.553 1 1.554
Share of profit (loss) from investments consolidated by
the equity method -2.480 -2.480 -1.180 -1.180
PROFIT (LOSS) BEFORE TAX 3.256 46.525 49.781 8.767 20.345 29.112
Income tax expense (income) (-) -8.014 -3.866 -11.880 -3.633 -1.515 -5.148
PROFIT (LOSS) AFTER TAX -4.758 42.659 37.901 5.134 18.830 23.964
Post-tax profit (loss) of discontinued operations
PROFIT (LOSS) OF THE PERIOD -4.758 42.659 37.901 5.134 18.830 23.964
Intercompany elimination 2.837 -2.837 0 2.557 -2.557 0
CONSOLIDATED RESULT -1.921 39.822 37.901 7.691 16.273 23.964
Overall profits and losses of the period attributable
to third parties -168 -168 -165 -165
Group share result -1.753 39.822 38.069 7.856 16.273 24.129

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 2021, this segmentation highlights the 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.

31.12.2021 31.12.2020
Western Central Total Western Central Total
In thousands of EUR Europe Europe Europe Europe
ASSETS
NON-CURRENT ASSETS 162.664 428 163.092 126.853 515 127.368
Property, plant and equipment 4.128 352 4.480 3.009 508 3.517
Intangible assets 2
1
4 2
5
3
1
6 3
7
Investments consolidated by the equity
method 78.729 78.729 64.180 64.180
Deferred tax assets 3.267 3.267 5.070 5.070
Other non-current financial assets 56.914 7
2
56.986 49.060 1 49.061
Non-current trade and other receivables 19.605 19.605 5.503 5.503
CURRENT ASSETS 788.665 278.057 1.066.722 532.704 398.370 931.074
Inventories 674.026 258.968 932.994 412.380 363.326 775.706
Other current financial assets 1.523 1.523 37.751 37.751
Current tax receivables 3.551 204 3.755 1.691 6
0
1.751
Current trade and other receivables 19.088 5.682 24.770 63.967 15.085 79.052
Current loans payments 2
5
2
5
1
5
1
5
Cash and cash equivalents 80.759 10.122 90.881 15.533 15.180 30.713
Other current assets 9.693 3.081 12.774 1.367 4.719 6.086
TOTAL ASSETS 951.329 278.485 1.229.814 659.557 398.885 1.058.442
LIABILITIES AND EQUITY
TOTAL EQUITY 309.152 -8.109 301.043 252.506 8.706 261.212
Group shareholders' equity 306.672 -8.109 298.563 249.858 8.706 258.564
Issued capital 133.621 133.621 133.621 133.621
Issued capital 133.621 133.621 133.621 133.621
Reserves 188.124 -8.109 180.015 131.310 8.706 140.016
Treasury shares (-) -15.073 -15.073 -15.073 -15.073
Non controlling interest 2.480 2.480 2.648 2.648
Non-current liabilities 476.249 33.787 510.036 374.566 108.051 482.617
Non-current interest bearing borrowings 460.962 17.618 478.580 337.318 95.683 433.001
Non-current provisions 4.795 4.731 9.526 1.906 8.997 10.903
Pension obligation 1.094 1.094 902 902
Derivatives 184 184 367 367
Deferred tax liabilities 594 594 531 171 702
Non-current trade and other payables 8.775 10.016 18.791 33.909 5
0
33.959
Other non-current liabilities 2
9
1.238 1.267 2.783 2.783
Current liabilities 165.928 252.807 418.735 32.485 282.128 314.613
Current interest bearing debts 354.811 1.152 355.963 221.439 2.986 224.425
Current provisions 2.135 2.377 4.512 338 338
Deferred tax liabilities 4.193 2.802 6.995 1.779 1.720 3.499
Current trade and other payables 32.467 10.096 42.563 35.001 39.096 74.097
Other current liabilities 8.164 538 8.702 8.642 3.612 12.254
Intercompany elimination / not allocated -235.842 235.842 -234.714 234.714
TOTAL EQUITIES AND LIABILITIES 951.329 278.485 1.229.814 659.557 398.885 1.058.442

Note 9. Inventories

In thousands of EUR
2021 2020
Buildings intended for sale, beginning balance 775.706 608.025
Activated costs 404.663 259.301
Disposals of the year -90.262 -78.652
IFRS 15 transition
Exits from the consolidation scope -159.971
Entries in the consolidation scope
Reclassifications from/to the "Inventories" 5
1
Borrowing costs (IAS 23) 6.429 4.306
Foreign currency exchange increase (decrease) -3.604 -17.199
Write-offs (recorded) -343
Write-offs (written back) 375 -125
Movements during the year 157.287 167.682
Buildings intended for sale, ending balance 932.994 775.706
Accounting value of inventories mortgaged (limited to granded loans) 203.123 190.240

Please see comments on page 5.

Note 10. Property, plant and equipment

This item mainly includes the interior developments made to the leased buildings and the rights of use recognised by application of IFRS 16.

The investments over the year total 1.74 million Euro including 1.09 million Euro in rights of use following the leases signed for the offices of our subsidiaries in Luxembourg and Germany. Depreciation over this period came to 773,000 Euro. No loss of value was booked.

Note 11. . Stock option plans for employees and other payments based on shares

On 4 March 2021, ATENOR issued a stock option plan (SOP 2021) for the subsidiary named Atenor Long Term Growth (ALTG). The options issued on this subsidiary benefit the members of the Executive Committee, personnel and some ATENOR service providers.

This SOP 2021 may be exercised during the three following periods: from 8 March to 29 March 2024, from 10 March to 31 March 2025 and from 10 March to 31 March 2026 after each publication of the annual results.

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

Note 12. Related Parties

In thousands of EUR
Participations 2021 2020
VICTOR ESTATES 926 1.007
VICTOR PROPERTIES 4
0
4
8
VICTOR BARA 4.312 4.351
VICTOR SPAAK 7.718 7.783
IMMOANGE 719 933
MARKIZAAT 10.183 10.104
CCN DEVELOPPEMENT 50.113 35.694
DE MOLENS 125 2
3
TEN BRINKE MYBOND VERHEESKADE 4.386 4.309
LAAKHAVEN VERHEESKADE II 207 7
8
LANKELZ FONCIER -150
Total 78.729 64.180
In thousands of EUR
Investments 2021 2020
At the end of the preceding period 64.180 59.676
Share in result -2.480 -1.180
Acquisitions, price adjustments and restructuring 16.098 4.524
Disposals
Capital increase 1.160
Loss of value
Reclassification to other items 931
At the end of the period 78.729 64.180
In thousands of EUR
Sums due to related
Sums due to the group
2020 key figures from financial statements parties from related parties
- IMMOANGE
share of the group : 50%
- 1.125
- VICTOR ESTATES
share of the group : 50%
- 5.259
- VICTOR PROPERTIES
share of the group : 50%
- 289
- VICTOR BARA
share of the group : 50%
- 2.242
- VICTOR SPAAK
share of the group : 50%
- 3.981
- MARKIZAAT
share of the group : 50%
- -
- CCN DEVELOPMENT
share of the group : 50%
- 6.426
- DE MOLENS
share of the group : 50%
- 1.219
- TEN BRINKE MYBOND VERHEESKADE
share of the group : 50%
- 7.895
- LAAKHAVEN VERHEESKADE II
share of the group : 50%
- 14.674
- LANKELZ FONCIER
share of the group : 50%
- 13.633

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 May 2020, ATENOR took a 50% share in the establishment of the De Molens company, which will develop the project of the same name.

ATENOR continued its establishment in the Netherlands by participating at 50% in the constitution of the company Laakhaven Verheeskade II in December 2020. These two companies will develop neighbouring projects in the district of Laakhaven (The Hague).

In addition, ATENOR has 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 will develop the Perspectiv' (formerly Lankelz) project in Luxembourg. The negative value of this stake at the end of the financial year (-0.93 million Euro) was transferred to the noncurrent provisions.

It should be recalled that, in 2019, ATENOR entered into a partnership (33%) with AGRE and AXA through CCN Development as part of the CCN Brussels project. In 2021, this stake was increased to 50% (+15.78 million Euro).

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

Note 13. Derivatives

ATENOR does not use derivative instruments for trading purposes.

In the context of its € 22 M of finance contracted in February 2019 via its Polish subsidiary, Haverhill Investments, ATENOR simultaneously concluded a rate hedging contract that covers 71% of the loan. The fair value of this financial instrument qualified as "cash flow hedge" (change of 0.18 million Euro) is booked directly in equity. See the table on page 8

Note 14. Own shares

Amount
Movements in own and treasury shares (in thousands of EUR) Number of own shares
On 01.01.2021 (average price : € 48.09 per share) 15.073 313.427
Movements during the period:
- acquisitions 104 1.834
- sales -104 -1.834
On 31.12.2021 (average price : € 48.09 per share) 15.073 313.427

These shares aim to serve the share options plans (2017 to 2021) allocated to ATENOR staff and some of its service providers. The shares acquired during the first half of the year were immediately transferred for partial payment of the directors' fees in the form of company shares.

Note 15. Principal risks and uncertainties

The real estate sector generally takes a certain amount of time to know the effect of an economic recovery. Even if significant public funds are being mobilized to revive the economy following the exit from the Coronavirus pandemic, the visibility of this way out of the crisis is still uncertain. The current slowdown in the real estate sector could last for several more months. We remain attentive to the possible consequences of this development, however confident in 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 2021, ATENOR was not confronted with any litigation.

Note 16. Event after the closing date

On 8 March 2022, ATENOR issued a stock option plan (SOP 2022) for the subsidiary named Atenor Long Term Growth (ALTG).

The options issued on this subsidiary benefit the members of the Executive Committee, personnel and some ATENOR service providers.

This SOP 2022 may be exercised during the three following periods: from10 March to 31 March 2025, from 10 March to 31 March 2026 and from 10 March to 31 March 2027.

No other important event occurring since 31 December 2021 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 Mr Sidney D. BENS, 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 2021 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;2
  • 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.

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

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