Annual Report • Mar 30, 2023
Annual Report
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Annual report 2022
Ackermans & van Haaren NV
2000 Antwerp - Belgium Tel. +32 3 231 87 70
Begijnenvest 113
• May 17, 2023 ........................................................... Interim statement Q1 2023
• November 23, 2023 ......................................... Interim statement Q3 2023
• May 22, 2023 ...........................................................General meeting
Financial calendar
• August 31, 2023 ..................................................Half-year results 2023

Annual report 2022
3
| • Delen Private Bank 98 | |
|---|---|
| • Bank Van Breda 101 |
Delen Private Bank






Bank Van Breda
| • Nextensa 106 | • SIPEF 112 | • Agidens 122 | ||
|---|---|---|---|---|
| • Verdant Bioscience 116 | • AXE Investments 123 | |||
| • Sagar Cements 117 | • Biolectric 124 | |||
| • EMG 125 | ||||
| • Mediahuis 126 | ||||
| • OMP 127 | ||||
| Nextensa | • Telemond Groep 128 | |||
| • Turbo's Hoet Group 129 | ||||
| • Van Moer Logistics 130 | ||||
| • AstriVax 131 | ||||
| • Biotalys 132 | ||||
| • Indigo Diabetes 133 | ||||
| • MRM Health 134 | ||||
| • OncoDNA 135 | ||||
| • Convergent Finance 136 | ||||
| Mediahuis | • HealthQuad 137 | |||
| • Medikabazaar 138 | ||||
| • Venturi Partners 139 |
| • Contents 143 |
|---|
| • Consolidated |
| annual accounts 144 |
| • Statutory annual accounts 218 |
| • Sustainability report: |
| annex 223 |
| • Lexicon 230 |
| • General information regarding |
| the company and the capital . 232 |
• Key figures 2022 ................... Appendix

Nextensa

The full version of the statutory annual accounts has been deposited with the National Bank of Belgium, pursuant to Articles 3:10 and 3:12 CCA, together with the annual report of the board of directors and the audit report. The auditor has approved the statutory and consolidated annual accounts without qualification.
In accordance with Article 12, §2, 3° of the Royal Decree of November 14, 2007, the members of the executive committee (i.e. Tom Bamelis, John-Eric Bertrand, Piet Bevernage, André-Xavier Cooreman, Piet Dejonghe, An Herremans and Koen Janssen) declare that, to their knowledge:
The annual report, the full versions of the statutory and consolidated annual accounts, as well as the audit reports regarding said annual accounts are available on the website (www.avh.be) and may be obtained upon simple request, without charge, at the following address: Begijnenvest 113 - 2000 Antwerp - Belgium - Tel. +32 3 231 87 70 - [email protected]
SIPEF

Ackermans & van Haaren positions itself as the long-term partner of choice of family businesses and management teams to help build high-performing market leaders and contribute to a more sustainable world.
Inspired by 150 years of entrepreneurship and strong people-oriented family values.

John-Eric Bertrand co-CEO Piet Dejonghe
In a challenging environment with steep cost increases, deteriorating consumer confidence and decreasing stock markets, the companies of the group have shown high resilience with a result of the core participations in line with the record result achieved in 2021. The diversified portfolio has also once again proven its pertinence, amongst others through the positive impact of the increasing raw material prices on the results of SIPEF.
co-CEO
Our participations can be 'part of the solution' in these challenging markets, amongst others because they offer innovative and cost-efficient solutions to their customers or they contribute to the energy transition, for example through the installation of offshore wind parks and biodigesters, the construction of smart buildings and the development of green hydrogen.
Our selection as one of the 20 companies forming the new BEL® ESG Index, launched by Euronext constitutes a recognition of our group's efforts to position itself as 'your partner for sustainable growth' with respect for people, the society and the environment.
The more than 330 million euros capital gain that has been realised over 2022 on the divestment of Manuchar and Anima again confirms the significant upside in our portfolio and strengthens our balance sheet. We are proud of what we have built together with the employees and management teams of both companies over the past 15 years and wish them every success in their further development. We look forward to opportunities to put the more than 460 million euros cash from these exits to work, building other companies over the long term together with their family shareholders and management teams.
(The full video message can be viewed at www.avh.be/en/investors/results-centre/year/2023)
| (€ million) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Marine Engineering & Contracting | 94.6 | 99.0 | 46.7 |
| Private Banking | 180.1 | 183.1 | 141.3 |
| Real Estate & Senior Care | 45.3 | 42.7 | 32.7 |
| Energy & Resources | 34.3 | 30.0 | 6.8 |
| Contribution from core segments |
354.4 | 354.8 | 227.5 |
| Growth Capital | 52.1 | 71.3 | 12.7 |
| AvH & subholdings | -24.2 | -18.1 | -13.5 |
| Net capital gains(losses) | 326.4 | -1.2 | 3.1 |
| Consolidated net result | 708.7 | 406.8 | 229.8 |
| (€ million) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Shareholders' equity (part of the group - before allocation of profit) |
4,633.6 | 3,957.2 | 3,562.0 |
| Net cash position | 498.7 | 77.7 | 68.0 |






Shareholders' equity (part of the group)




Delen Private Bank Mediahuis
CFE I VMA


March



May

Bank Van Breda
DEME I Orion

• AvH: sale of Manuchar (capital gain of 97 million euros) • DEME - CFE: partial demerger of CFE with separate listing of DEME


Anima Manuchar
• AvH: partnership with Convergent Finance (AvH 3.06%)

AstriVax
SIPEF



DEME
December
Convergent Finance
Your partner for sustainable growth

Annual report 2022 13
The past 12 months have been very challenging due to the convergence of interrelated crises. The tight supply and associated commodity price increases at the end of the COVID-19 pandemic were exponentially amplified as a result of the outbreak of the conflict in Ukraine. This war is not only causing untold human suffering, but also drove up the price of energy in Europe to unprecedented levels. Inflation is eroding consumers' purchasing power and confidence, and the high cost of energy is testing the competitiveness of many energy-intensive sectors in Europe. To prevent inflation spiralling out of control, central banks were forced to put an end to a decade of cheap money. The very rapid rise in interest rates created a unique combination of sharply falling prices of both shares and bonds in the financial markets.
Since its foundation as a dredging firm in 1876, Ackermans & van Haaren has weathered many economic and geopolitical crises. Our company's history teaches us the importance of always questioning so-called certainties, identifying and mitigating risks, ensuring a strong balance sheet with limited debt, and working with a long-term view while constantly adapting to change.
Although the challenging environment did not spare our participations in 2022 either, AvH can present a record result of 708.7 million euros for the past year. At 354.4 million euros, our core sectors contributed as much as they did in record year 2021. In addition, we realised 334 million euros of capital gains on the sale of Anima and Manuchar. At the end of 2022, our consolidated shareholders' equity amounted to 4.6 billion euros or 139.96 euros per share. Including the dividend paid over 2021, shareholder value over the last 12 months increased by 19.6% versus an average of 13.0% since the IPO in 1984. We thank these strong results to the resilience of our participations and the pertinence of our diversified portfolio.
Our banks remain the group's main profit driver. Even in difficult financial markets, the account managers of Delen Private Bank and Bank Van Breda remained close to their clients' world and needs. The great transparency offered by innovative digital tools, together with this client focus, allowed us to maintain our clients' trust and welcome many new clients. The impact of the downward trend in the financial markets was thus partially offset by a strong gross inflow of 4.6 billion euros, so that the combined total client assets amounted to 57.7 billion euros at the end of 2022. Thanks to these strong commercial results, combined with high operational efficiency (combined cost-income ratio of 53%), the high inflation could be cushioned. Together, the banks virtually matched the 2021 record with a net result of 229 million euros. The combined shareholders' equity of 1.7 billion euros resulted in a very solid CET1 ratio of 23%. Furthermore, both banks remain very attentive to the continued strong liquidity which can be seen in the combined LCR of 212%. Delen Private Bank and Bank Van Breda remain among the best performing and best capitalised private banks on the continent.
"We thank our strong results to the resilience of our participations and the pertinence of our diversified portfolio."


Van links naar rechts: John-Eric Bertrand. Luc Bertrand. Piet Dejonghe
DEME realised a 6% increase of its turnover in 2022 to 2,655 million euros, an EBITDA of 474 million euros (17.9% margin), and a net result of 113 million euros. The net financial debt amounted to 521 million euros (1.1 x EBITDA) versus 1,754 million euros of shareholders' equity. The stock market listing in June 2022 was an opportunity to turn the spotlight on DEME's leading market positions and technological expertise. With a record order backlog of 6.2 billion euros, the company is experiencing a strong upward momentum in both dredging and offshore installations. DEME offers concrete solutions to challenges such as world population growth (leading to a need for larger and deeper seaports and land reclamation in densely populated coastal areas), rising sea levels as a result of climate change, energy transition with a view to reducing CO2 emissions and dependence on fossil fuels of less reliable origin. To respond to all these opportunities, DEME continues to invest in the most modern and versatile fleet. The 'Orion' was launched in April. The unmatched lifting capacity of this vessel allows the offshore wind industry to push the envelope and build ever more powerful and therefore larger wind turbines in deeper waters. Offshore wind, meanwhile, is outgrowing Europe and is becoming a global activity. As a pioneer and market leader, DEME is determined to remain a leading player, and has won the first major contracts in the US and Taiwan. A sister ship of the 'Orion', the 'Green Jade', is now under construction in Taiwan. A second cable-laying vessel, the 'Viking Neptune', has since joined the fleet, and an additional fall pipe vessel has been commissioned. In addition to its dredging and offshore activities, DEME continues to innovate in burgeoning fields such as the production of green hydrogen and the mining of minerals on the ocean floor to contribute to a low-carbon society.
The demerger of CFE has made it possible to crystallise a great deal of shareholder value that investors were previously unaware of. This leading multidisciplinary group is active in real estate development, multitechnics and construction & renovation, focusing more than ever on operational excellence and sustainability. Sustainalytics has in fact just named CFE a Top Rated ESG Company 2023. In the context of the demerger, we ensured that CFE has a strong balance sheet to enable its ambitious growth plans. At the end of 2022, the shareholders' equity amounted to 225 million euros. Although CFE was confronted with strong price increases for just about all building materials, its net result of 38.4 million euros virtually matched the record of 2021.
With a shareholders' equity of 839 million euros, Nextensa is one of the biggest listed real estate players in Belgium. In the first year after the merger between Leasinvest Real Estate and Extensa, active use was made of the greater agility resulting from the relinquishment of the REIT status. Less sustainable buildings or assets with limited upward potential were sold in Belgium and Luxembourg. Not only was 28.3 million euros of capital gains realised on those sales. It also allowed the net debt position to be strongly reduced from 896 million euros at the time of the merger to 722 million euros at the end of 2022. The quality of the 1.3 billion euro property portfolio is further illustrated by the very limited reduction of the fair value by 11.6 million euros due to the increased market yields.
While increasing commodity prices are a scourge for many sectors, the high palm oil price gave SIPEF a strong boost. As a result, this company not only realised a record result of 108 million USD but was also able to completely reduce its net debt position, which was still 49 million USD at the end of 2021, to a net cash position of 0.1 million USD. However, also in 2022, SIPEF invested heavily in the expansion of its young plantations in South Sumatra, which are not yet mature and therefore not yet contributing to profit. This expansion is proceeding in full compliance with the stringent RSPO standards and without deforestation.
Our growth capital portfolio also performed strongly in 2022. While the contribution of 52.1 million euros is lower than in 2021, the difference is entirely explained by the sale of the stake in Manuchar. Inflation and the deteriorating economic situation obviously had an impact on the various companies, yet they are generally holding up well. We firmly believe that in these challenging times, our participations can also provide part of the answer with innovative and cost-effective solutions. These include Agidens (automation of processes), Van Moer Logistics (sustainable logistics), OMP (optimisation of complex supply chains) or Turbos Hoet Group (sale and financing of fuel-efficient trucks). The channels of Mediahuis ensure that people are correctly informed in these turbulent times.
AvH, which has already been present in India since 2008 through its investment in Sagar Cements, continues to strengthen its exposure in the region. India is expected to become the world's third largest economy by 2030 and its GNP would again increase by more than 6% this year. In line with our strategy to work together with local parties with deep market knowledge, we have entered into a partnership with Mumbai-based Convergent Finance, which invests in more mature, generally listed companies in India. As with our investments in HealthQuad (focus on health care) and Venturi (focus on B2C), we have the ambition to make co-investments with these funds and our own team in Singapore as we did earlier in Medikabazaar, market leader in the supply of medical equipment and consumables.
Still within the growth capital segment, we further strengthened our life sciences team with a view to investing in young, promising biotech and agtech platform companies with the potential to grow into significant players. During 2022, for example, investments were made in AstriVax which, starting from technology of the world-renowned Rega Institute (KU Leuven), is developing innovative vaccines that are easy to produce and store and offer long-term protection.
In 2022, after 15 years, we sold our participations in Manuchar and Anima. We are proud of what we have accomplished with the employees and management of both companies. From a trading and logistics company with 25 million euros EBITDA in 2007, Manuchar has grown into a leading distributor of chemical products with 2,250 employees and 162 million euros EBITDA over 2021. Anima began as a one-person business on Begijnenvest and became a highly respected operator of high-quality residential care centres for 2,700 residents in Belgium. We are confident that under their management and with the new shareholders, the two companies will continue their success story.
These divestments together generated more than 330 million euros in capital gains and illustrate once again that our portfolio holds a lot of latent upside that is not expressed in our shareholders' equity and certainly not in our share price. These sales also increased our net cash position to 499 million euros at the end of 2022. We look forward to putting these substantial resources to work and building other fine companies together with their (family) shareholders and boards into long-term market leaders.
When looking for investments, as we do when supporting our existing participations, we also pay particular attention to the sustainable nature of the opportunities. After all, ESG is central to our DNA. In addition to our diversification, ESG (sustainability combined with our long-term focus) provides resilience. We want to score not only in the next financial year but also for future generations. We are pleased that this is recognised by the outside world as well. We were selected by Euronext in February as one of the 20 companies that make up the new BEL ESG index. Sustainalytics recently upgraded our rating to 9.0 (negligible risk), ranking AvH 8th out of 63 multisector holdings. CFE also improved its rating to 26 (medium risk), putting it among the 10% best performing companies in the sector. Bank Van Breda, for its part, was elected 'Great Place to Work in Belgium' thanks to its relentless efforts in talent management, diversity and inclusion. Biotalys received a World BioProtection Award 2022 for its first biofungicide Evoca.
More than ever, given the numerous global challenges, AvH wants to contribute to a better world. We believe that all of our companies are well positioned to provide answers and be a part of the solution. This is only possible thanks to the commitment, energy and creativity of all the colleagues in the group who ensure that we adapt every time. We wish to sincerely thank each and every one for that. In this regard, we also wish to pay very explicit tribute to our previous CEO, Mr Jan Suykens, for the important role he has played in the successful development of AvH over the past 32 years.
| Luc Bertrand | John-Eric Bertrand | Piet Dejonghe |
|---|---|---|
| Chairman of the board | co-CEO | co-CEO |
| of directors |
It is our privilege to report to you on the activities of our company during the past financial year and to submit to you for approval both the statutory and consolidated annual accounts closed on December 31, 2022. In accordance with Article 3:32 §1 last paragraph of the Code of Companies and Associations, the annual reports on the statutory and consolidated annual accounts have been combined.
No changes were made to the company's share capital during the last financial year. The share capital amounts to 2,295,278 euros, and is represented by 33,496,904 shares with no nominal value. All shares have been paid up in full. In 2022, 59,350 options were granted within the framework of the stock option plan. As at December 31, 2022, the options not yet exercised entitled their holders to acquire an aggregate of 317,100 Ackermans & van Haaren shares (0.95%). The company received a transparency notice on October 31, 2008 under the transitional regulations of the Act of May 2, 2007, whereby Scaldis Invest NV - together with Stichting Administratiekantoor 'Het Torentje' - communicated its holding percentage. The relevant details of this transparency notice can be found on the company's website (www.avh.be).
For an overview of the group's main activities during the 2022 financial year, we refer to the Message from the chairmen (p. 14) and to the Key events (p. 10).
The statutory annual accounts have been prepared in accordance with Belgian accounting principles.
The balance sheet total at year-end 2022 amounted to 2,568 million euros, which is an increase with 354 million euros compared with the previous year (2021: 2,214 million euros). The assets consist of 9 million euros in tangible fixed assets (primarily the office building located at Begijnenvest and Schermersstraat in Antwerp), 421 million euros in short-term investments, 38 million euros in cash, and 2,082 million euros in financial fixed assets. On the liabilities side of the balance sheet, the profit for the financial year of 371 million euros and the proposed dividend of maximum 104 million euros for the 2022 financial year resulted in a shareholders' equity of 2,329 million euros (2021: 2,063 million euros). At year-end 2022, Ackermans & van Haaren owned 391,239 treasury shares.
| Profit carried forward from the previous financial year |
1,825,447,138 |
|---|---|
| Profit for the financial year | 370,748,227 |
| Total for appropriation | 2,196,195,365 |
| Allocation to the legal reserve | 0 |
| Allocation to the non-distributable reserves | 13,080,157 |
| Allocation to the distributable reserves | 0 |
| Dividends(1) | 103,840,402 |
| Directors' fees | 836,250 |
| Profit premium for employees(2) | 357,976 |
| Profit to be carried forward | 2,078,080,579 |
(1) It will be proposed to the ordinary general meeting of shareholders of May 22, 2023 to approve a dividend of 3.10 euros per share. This corresponds to a maximum dividend payment of 103,840,402 euros.
(2 Profit participation in favour of Ackermans & van Haaren employees in accordance with the provisions of the profit sharing bonus plan approved by the board of directors on February 23, 2023.
The board of directors proposes to pay a gross dividend of 3.10 euros per share. After deduction of the withholding tax (30%), the net dividend will amount to 2.17 euros per share. Since the treasury shares are not entitled to a dividend in accordance with Article 7:217 §3 of the Code of Companies and Associations, the total dividend amount depends on the number of treasury shares for account of Ackermans & van Haaren, on May 28, 2023 at 11.59 pm CET (i.e. the day before the ex-date). The board of directors proposes to be authorised accordingly to enter the final total dividend amount (and the resulting change) in the statutory financial statements. The maximum proposed total amount is 103,840,402 euros. If the annual general meeting approves this dividend proposal, the dividend will be payable from May 31, 2023. Following this appropriation, taking into account the maximum proposed total dividend amount, the shareholders' equity will stand at 2,328,643,707 euros, and will be composed as follows:
| Subscribed | 2,295,278 |
|---|---|
| Issue premiums | 111,612,041 |
| Reserves | |
| Legal reserve | 248,081 |
| Non-distributable reserves | 47,765,985 |
| Distributable reserves | 88,641,744 |
| Profit carried forward | 2,078,080,579 |
| Total | 2,328,643,707 |
As in previous years, the results for the current financial year will to a large extent depend on the dividends paid by the companies within the group and on the realisation of any capital gains or losses.
We refer for this to II.4 and II.7 on page 23.
The company regularly organises knowledge exchange related to innovation and to research and development between the participations.
Companies within the group may use financial instruments for risk management purposes. Specifically, these are financial instruments principally intended to hedge the risks associated with fluctuating interest and exchange rates. The counterparties in the related transactions are exclusively first-ranked banks. At the end of 2022, Ackermans & van Haaren didn't have any such instruments outstanding.
The regulations of Article 7:96 of the Code of Companies and Associations regarding conflicts of interest did not have to be applied in 2022.
Pursuant to Article 3:65, §3 of the Code of Companies and Associations, we inform you that a fee was paid to EY Bedrijfsrevisoren of 9,300 euros (excluding VAT) for a review of the implementation of ESEF and of 5,950 euros (excluding VAT) to EY Tax Consultants for tax advice.
On November 9, 2020, the extraordinary general meeting authorised the board of directors of Ackermans & van Haaren to acquire treasury shares within a well-defined price range during a period of five years. In 2022, AvH has purchased 20,350 treasury shares in order to hedge options for the benefit of staff. Over the same period, beneficiaries of the share option plan exercised options on 48,500 AvH shares. In addition, 347,174 AvH shares were purchased and 345,510 shares were sold in 2022 in the context of the contract that AvH entered into with Kepler Cheuvreux in order to support the liquidity of the AvH share. Additionally, in October 2022, AvH announced the start of a share buyback programme of up to 70.0 million euros. The programme started on October 5, 2022 and will in principle run until the annual meeting of May 22, 2023, unless the maximum amount has been invested prior to that date. In pursuance of this plan, 70,633 shares have been purchased for a total amount of 9.6 million euros as at December 31, 2022. More details about this can be found in the financial statements (note 22).
The situation as at December 31, 2022 was as follows:
| Number of treasury shares | 391,239 (1.17%) |
|---|---|
| Par value per share | 0.07 euros |
| Average price per share | 122.00 euros |
| Total investment value | 47,731,232 euros |
By letter dated February 18, 2008, Scaldis Invest sent a notice to the company in accordance with Article 74, §7 of the Act of April 1, 2007 on public takeover bids. From this notice, it appears that Scaldis Invest owns 33% of the securities with voting rights in Ackermans & van Haaren, and that Stichting Administratiekantoor 'Het Torentje' exercises ultimate control over Scaldis Invest.
On November 9, 2020, the extraordinary general meeting renewed the authorisation of the board of directors, in the case of a public takeover bid for the securities of Ackermans & van Haaren, to proceed with a capital increase in accordance with the provisions and within the limits of Article 7:202 of the Code of Companies and Associations. The board of directors is allowed to use these powers if the notice of a takeover bid is given to the company by the Financial Services and Markets Authority (FSMA) not later than three years after the date of the aforementioned extraordinary general meeting (i.e. November 9, 2023).
The board of directors is also authorised, for a period of three years from the date of publication in the Annexes to the Belgian Official Gazette (i.e. until November 25, 2023), to acquire or dispose of treasury shares in the event that such action is required in order to safeguard the company from serious and imminent harm.
This section describes, in general terms, the risks facing Ackermans & van Haaren as an international investment company on the one hand, and the operational and financial risks associated with the various segments in which it is active (either directly or indirectly through its subsidiaries) on the other. With regard to non-financial risks, reference is also made to the Sustainability report chapter (p. 48).
The executive committee of Ackermans & van Haaren is responsible for the preparation of a framework for internal control and risk management, which is submitted to the board of directors for approval. The board of directors is responsible for assessing the implementation of this framework, taking the recommendations of the audit committee into account. At least once a year, the audit committee evaluates the internal control systems that the executive committee has set up, in order to ascertain that the main risks have been properly identified, reported and managed. The subsidiaries of Ackermans & van Haaren are responsible for the management of their own operational and financial risks.
These risks, which vary according to the sector, are not centrally managed by Ackermans & van Haaren. The management teams of the subsidiaries in question report to their board of directors or the audit committee on their risk management.
• Risks at the level of Ackermans & van Haaren
The objective of Ackermans & van Haaren is to create shareholder value by longterm investment in a limited number of strategic participations. The availability of opportunities for investment and divestment is, however, subject to geopolitical and macroeconomic conditions, and is impacted by the increasing competition, a.o. due to the private equity market that is becoming more and more international.
The definition and implementation of the strategy of the group companies is also dependent on the aforementioned conditions, for example in the case of geopolitical tensions (such as the military conflict between Russia and Ukraine) or a pandemic (such as COVID-19).
By focusing on long-term value creation and the maintenance of operational and financial discipline, Ackermans & van Haaren, as a proactive shareholder, endeavours to limit those risks as far as possible.
Ackermans & van Haaren believes that a well-considered and strategically oriented ESG policy contributes to a sustainable growth of the group. ESG risks and opportunities are monitored at portfolio level. A sustainable mix of activities is pursued. More information can be found in the chapter Sustainability report (ESG), 3. ESG approach (p. 48).
The representatives of Ackermans & van Haaren on the boards of directors of the participations also see to it that the participations organise themselves in such a way that applicable laws and regulations are complied with, including all kinds of international and compliance rules.
Ackermans & van Haaren works together with partners in several group companies. At Delen Private Bank, for example, control is shared with the Jacques Delen family. Strategic decisions require the prior consent of both partners.
Ackermans & van Haaren has a minority stake in certain group companies. The diminished control that can result from this situation could lead to relatively greater risks; this is offset as far as possible, however, by a close cooperation with, and an active representation on the board of directors of the group companies concerned.
As a result of its listing on Euronext Brussels, Ackermans & van Haaren is subject to regulations regarding information requirements, transparency reporting, takeover bids, corporate governance and insider trading. Ackermans & van Haaren pays the necessary attention to keeping up and complying with the constantly changing laws and regulations in this area.
The volatility of the financial markets has an impact on the value of the share of Ackermans & van Haaren and of some of its listed group companies. As mentioned above, Ackermans & van Haaren seeks to systematically create long-term shareholder value. Short-term share price fluctuations can produce a momentarily different risk profile for the shareholder.
Ackermans & van Haaren has sufficient resources at its disposal to implement its strategy, and seeks to achieve a positive net cash position. The subsidiaries are responsible for their own financing, it being understood that, in principle, Ackermans & van Haaren does not provide credit lines or guarantees to or for the benefit of its participations. There were no external financial debts of 'AvH & subholdings' on December 31, 2022.
Ackermans & van Haaren has confirmed credit lines (280 million euros) available from various banks with whom it has a long-term relationship. The board of directors believes that the liquidity risk is fairly limited.
Several fully consolidated companies have agreed on certain ratios (covenants) in their credit agreements and these were respected as at December 31, 2022.
With the increasing reliance on technology in every aspect of life, the risk of that technology failing increases as well. Moreover, cyber attacks are a major operational risk for businesses. To mitigate these risks, it is crucial to have an adequate digital strategy. This determines how Ackermans & van Haaren handles technology and digital resources and how they are used to achieve its business objectives. The digital strategy ensures that Ackermans & van Haaren is not only ready for the present technologies but is also prepared for future developments.
Ackermans & van Haaren's IT architecture is designed to create a reliable, secure, functional yet flexible work environment. To ensure the continuity of that environment, Ackermans & van Haaren has implemented appropriate solutions and procedures to ensure information recovery and data security. Risks of hacking or cyber attacks are continuously analysed and evaluated to take appropriate action if necessary.
• Risks at the level of the participations
The operational risks of this segment are essentially associated with the execution of often complex land-based and marine contracting projects and, among other things, are related to: (i) the technical design of the projects and the integration of new technologies; (ii) the setting of prices for tenders and, in case of deviation, the possibility or impossibility of hedging against extra costs and price increases; (iii) performance obligations (in terms of cost, conformity, quality, turnaround time) with the direct and indirect consequences associated with these; (iv) the time difference between the quotation and the actual execution; (v) the evolution of the regulatory framework; and (vi) the relationships with subcontractors, suppliers and partners. DEME Group is involved, both as claimant and as defendant, in discussions with customers about the financial consequences of deviations in the execution of contracting projects. In a small number of cases they may result in lawsuits. In so far as the consequences of such lawsuits can be reliably estimated, provisions are made for this in the accounts. In new markets, such as the development of concessions, the companies are confronted with a changing regulatory framework, technological developments, and the financing of large-scale projects. In order to cope with these risks, the various group companies work with qualified and experienced staff. By taking part in risk and audit committees at DEME Group and CFE, Ackermans & van Haaren monitors the operational risks of the main projects from the tendering stage.
The construction and dredging sector is subject to economic fluctuations on both the domestic and international markets. This has an impact on the investment policy of private sector customers (e.g. oil companies or mining groups) and of local and national authorities. DEME Group, CFE and Rent-A-Port, which are or were active in countries such as Oman, Qatar, Vietnam and Nigeria, are exposed to political risks. Credit insurance and a strong local network are the primary risk management instruments in that respect.
DEME Group is to a significant degree active outside the euro zone, and accordingly runs an exchange rate risk. As a rule, DEME hedges against exchange rate fluctuations or enters into foreign currency futures. Certain materials or commodities, such as fuel, can also be hedged. Most of CFE's activities are within the euro zone, and, where relevant, exposure to foreign exchange fluctuations is limited as much as possible. Rent-A-Port primarily operates in Vietnam and is essentially exposed to an exchange rate risk relating to the USD and the Vietnamese dong. Since the subsidiaries of Rent-A-Port mainly effect purchases and sales in local currencies, the group's exposure to exchange rate fluctuations in commercial transactions is limited in a natural way.
Given the size of the contracts in this segment, the credit risk is also closely monitored. Both DEME Group and CFE have procedures to limit the risk to their trade receivables. To contain the risk, the group companies concerned constantly monitor their outstanding trade receivables and adjust their position where necessary. For the purposes of major foreign contracts, for instance, DEME Group regularly uses the services of the Credendo Group, insofar as the country concerned qualifies for this service and the risk can be covered by credit insurance. Furthermore, a large part of the consolidated turnover is realised through the public sector or public sector-related customers. The level of counterparty risk is limited by the large number of customers. For large-scale infrastructural dredging contracts, DEME Group is dependent on the ability of customers to obtain financing and can, if necessary, help to organise the project financing.
The credit risk of Rent-A-Port, primarily active in Vietnam, is limited by advances received on the sale of acquired rights over developed sites (industrial zones) and by the monthly invoicing and the wide spread of customers when providing utilities, maintenance and management services in those industrial zones.
The liquidity risk is limited by spreading the credit and guarantee lines over several banks, and preferably over the long term. DEME Group permanently monitors its balance sheet structure and pursues a balance between a consolidated shareholders' equity position and consolidated net debts. DEME Group predominantly invests in equipment with a long life, which is written off over several years. For that reason, DEME Group seeks to structure a substantial part of its debts as long-term debt. DEME Group has worked out a new bank financing structure since 2015, based on bilateral unsecured long-term financing with several banks. Some loan agreements include ratios (covenants), which DEME must adhere to. This was also the case at year-end 2022.
DEME Group monitors its procedures for the avoidance of fraud and integrity risks and adjusts them if necessary. DEME Group applies a 'Code of ethics and business integrity' and various specific policy documents ('Compliance policy & practices', 'Human Rights Policy' & 'Whistle-blower policy & procedures'). An annual mandatory training is linked to this 'Code of ethics and business integrity'. The procedures for cooperation with third parties have also in 2022 been strictly applied. In December 2022, the Chamber of Indictment at the Court of Appeal of Ghent decided to refer certain companies of the DEME-group to court. The decision follows
a judicial investigation carried out in respect of the circumstances in which a contract was awarded in the framework of a negotiated procedure to Mordraga, a Russian former joint venture company of the DEME-group, for the execution of dredging works in the port of Sabetta (Russia) in April 2014. The works were carried out during the summer months of 2014 and 2015. The judicial investigation was initiated after a complaint filed by a competitor, to whom the aforementioned contract was not awarded. DEME emphasizes that the Chamber of Indictment has only decided on the referral to court. This means that none of the parties involved have yet had the opportunity to submit substantive arguments regarding the charges brought by the Public Prosecutor. In the current circumstances, it is therefore premature to speculate on the outcome of these proceedings.
As Delen Private Bank and Bank Van Breda are both specialist niche players with a culture of prudence, the operational risk has a limited impact on both banks. Operational departments and control functions work together closely in a 'three lines of defence' model to monitor the quality of operations. They are backed up by an efficient IT system that automates the main processes and provides built-in controls. To ensure the continuity of operations in the event of contingencies, both organisations have detailed continuity and recovery plans.
The credit risk and risk profile of the investment portfolio have been deliberately kept very low for many years now by Delen Private Bank and Bank Van Breda. The banks invest in a conservative manner. The volume of lending at Delen Private Bank is very limited, as this is merely a supporting product in the context of asset management. The loans that are extended are usually temporary bridge loans that are amply guaranteed by pledges on securities. The credit risk at JM Finn is very limited. The credit portfolio of Bank Van Breda is very widely spread among a client base of local entrepreneurs and liberal professionals. The bank applies concentration limits per sector and maximum credit amounts per client.
The fraud and compliance risk has always been a priority concern of Delen Private Bank and Bank Van Breda. The banks invest in further digitalisation of their client acceptance policy, such as through the development of Delen Family Services.
Bank Van Breda adopts a cautious policy with regard to the interest rate risk, well within the standards set by the NBB. Where the terms of assets and liabilities do not match sufficiently, the bank deploys hedging instruments (a combination of interest rate swaps and options) to correct the balance. The interest rate risk at Delen Private Bank is limited, due to the fact that it primarily focuses on asset management.
Delen Private Bank aims to limit the exchange rate risk, and the foreign currency positions are systematically monitored and hedged. The net exposure to the pound sterling is partly limited by the impact of an exchange rate fluctuation on the equity of JM Finn being offset by an opposite impact on the liquidity obligation with regard to the 7% minority shareholders of JM Finn.
The liquidity and solvency risk is continuously monitored by a proactive risk management. The banks want to be sure at all times that they satisfy the regulatory requirements and maintain a capitalisation level that amply covers the level of activity and risk that is taken. Furthermore, the two groups have more than sufficient liquid assets to meet their commitments, even in unforeseen market conditions, as well as sound CET1 ratios.
Both banks are adequately protected against income volatility risk. The operating costs of Delen Private Bank are amply covered by the regular income, while, in the case of Bank Van Breda, the income from relationship banking is diversified in terms of clients as well as products, and is supplemented by the specialist vendor activity for car dealers (Van Breda Car Finance).
The market risk may arise from the limited short-term investments for the account of Delen Private Bank and Bank Van Breda, or may manifest itself on outstanding positions on suspense accounts over which securities for client portfolios are traded. The intention is that the positions on those suspense accounts should be liquidated systematically so that the bank is not exposed to a market risk. The fair value of the assets under management for clients is partly determined by the developments on the financial markets. Although this has no direct impact on the equity position of the two banks, the total volume of assets under management is a determining factor for their revenues.
A first crucial element related to the operational risks in the real estate sector is the quality of the offering of buildings and services offered. In addition, long-term lease contracts with solvent tenants are expected to guarantee the highest possible occupancy rate and a recurrent flow of income, and should limit the risk of non-payment. Finally, the renovation and maintenance risk is also continuously monitored.
The real estate development activity is subject to cyclical fluctuations (cyclical risk). The income of Nextensa and the value of its portfolio are to a very large extent related to the type of real estate that makes up its portfolio (offices, retail and other) and the location (Luxembourg, Belgium and Austria). The spread of real estate operations over different segments and countries limits this risk.
Nextensa possesses with its banks the necessary long-term credit facilities and backup lines for its commercial paper to cover present and future investment needs. Those credit facilities and backup lines serve to hedge the financing risk.
The liquidity risk is limited by having the financing spread over several financial counterparties and by tapping various sources of funding, as well as by diversifying the expiration dates of the credit facilities. On November 20, 2019, Nextensa closed a private placement of bonds with seven-year maturity and a fixed annual coupon of 1.95% for an amount of 100 million euros. Its subsidiary, Extensa Group, had previously closed two private placements for an amount of 45 million euros (fixed interest rate of 3.00% and maturing on June 29, 2022) and of 40 million euros (fixed interest rate 3.38% and maturing on June 5, 2024). Nextensa repaid matured bonds in 2022. In the context of various development projects, Nextensa provided pledges as security for financial debt amounting to 181.7 million euros.
The hedging policy for the real estate activities is aimed at confining the interest rate risk as much as possible. Financial instruments are used for that purpose.
The focus of this segment is on businesses in growth markets, such as India, Singapore and Indonesia. As the companies involved are active to a significant extent outside the euro zone (Sagar Cements in India, Verdant Bioscience in Indonesia, SIPEF in Indonesia, Papua New Guinea and Ivory Coast), the exchange rate risk (both on the balance sheet and in the income statement) is more relevant here than in the other segments. The geopolitical developments in those areas also call for special attention.
In order to guarantee and expand the production in the different countries, the preservation of rights of ownership and use are essential for SIPEF. To this end, the group maintains a constructive relationship with the competent authorities and continuously monitors those rights.
The production volumes and the turnover and margins realised by SIPEF are influenced by climatic conditions such as rainfall, sunshine, temperature and humidity. The potential physical impact of climate change is uncertain and may vary by region and product.
With the growing concern over sustainability, tighter rules may be imposed on companies. SIPEF's oil palm plantations adhere to the RSPO standards and are in compliance with the RSPO principles and criteria. If SIPEF should be unable to continue to meet stricter requirements, it may lose its certification, or this may be suspended.
The group is also exposed in this segment to fluctuations in commodity prices (SIPEF: mainly palm oil and palm kernel oil; Sagar Cements: coal and electricity). SIPEF is also confronted with an export levy on palm oil from Indonesia. In view of the uncertainty of the determination of the local reference price for palm oil, the available palm oil volumes from Indonesia are put on the market on a monthly basis, and the projected volumes of SIPEF's plantations in this country are no longer hedged in the long term.
Verdant Bioscience is a biotechnology firm that specialises in the development of high-yielding F1 hybrid palm oil seeds. Since the results of this development will only become known in a few years, the activity of Verdant Bioscience is characterised by a higher risk profile.
Ackermans & van Haaren makes venture capital available to companies with international growth potential. The investment horizon is longer on average than that of the typical players on the private equity market. The investments are usually made with conservative debt ratios, with, in principle, no advances or securities being granted to or for the benefit of the group companies concerned. Moreover, the diversified nature of these investments contributes to a spread of economic and financial risks. Ackermans & van Haaren will usually finance these investments with shareholders' equity.
The economic situation has a direct impact on the results of the participations. The fact that the activities of the participations are spread over various segments affords a partial protection against the risk.
Each participation is subject to specific operational risks, such as the fluctuation in the prices of services and raw materials, the ability to adjust the selling price and competition risks. The companies monitor those risks themselves and can try to limit them by operational and financial discipline and by strategic focus. Monitoring and control by Ackermans & van Haaren as a proactive shareholder also play an important role in that respect.
Various participations (e.g. Turbo's Hoet Group) are active to a significant extent outside the euro zone. This may lead to increased risks as a result of geopolitical evolutions or events. In such cases, the exchange rate risk is always monitored and controlled at the level of the participation itself.
The consolidated annual accounts were prepared in accordance with International Financial Reporting Standards (IFRS).
The group's consolidated balance sheet total as at December 31, 2022 amounted to 17,677 million euros, which is an increase of 3% compared to 2021 (17,223 million euros). This balance sheet total is obviously impacted by the manner in which certain group companies are included in the consolidation. In particular, the full consolidation of the stake in Bank Van Breda has a major impact on the consolidated balance sheet.
The shareholders' equity (group share) at the end of 2022 was 4,634 million euros, which represents an increase of 677 million euros compared to 2021 (3,957 million euros). In June 2022, Ackermans & van Haaren paid out a gross dividend of 2.75 euros per share, resulting in a decrease of the shareholders' equity by 91 million euros.
Ackermans & van Haaren invested 70.7 million euros in 2022 in the further expansion of its portfolio. Of that figure, 42.6 million euros was earmarked for investments in the core sectors, primarily in the form of additional financing for Rent-A-Port to the amount of 19.6 million euros and an increase of the participation in SIPEF to the amount of 10.7 million euros. 28.2 million euros was invested in Growth Capital, of which 22.4 million euros in the India & Southeast Asia portfolio and 5.2 million euros in the life sciences segment. Divestments peaked in 2022 with revenues totalling 472.9 million euros. The sale of Anima generated 308.2 million euros, that of Manuchar 159.5 million euros. Besides these elements, the consolidation scope underwent a limited number of changes in 2022, which are explained in note 2.
At year-end 2022, Ackermans & van Haaren (including subholdings) had a net cash position of 498.7 million euros, compared to 77.7 million euros at year-end 2021. Besides cash and short-term deposits, this cash position consists of shortterm debts in the form of short-term investments amounting to 41.3 million euros and treasury shares.
The contribution of the core segments to the group profit in 2022 amounted to 354.4 million euros (2021: 354.8 million euros). A detailed description of the results of the various group participations is shown in the 'Key figures' appendix and in the activity report (page 80) of the annual report.
Early February, after a successful collaboration of more than 30 years, AvH sold its 50% participation in Telemond to the German family Maas, its long-term partner. This sale earned AvH a cash revenue of 55 million euros and a capital gain of 19 million euros.
AvH is proud to have been selected as one of the 20 companies in the new BEL ESG Index, which was launched by Euronext on February 15. This sustainability index monitors the 20 companies listed in Brussels with the best ESG practices (Environmental, Social & Governance). This selection acknowledges AvH for the way in which it develops its ESG policy and takes related initiatives.
At the fully consolidated participations of Ackermans & van Haaren, the DEME Group teams of R&D and the Central Competence Centre develop groundbreaking, innovative technologies, while the engineering departments of CFE are involved in civil engineering and construction projects. Ackermans & van Haaren and SIPEF are involved in the development of seeds of high-yielding oil palms through their stake in Verdant Bioscience. Both Bank Van Breda and Delen Private Bank invested in the development of specific management software. The recently acquired participations - AstriVax, Biolectric, Biotalys, Indigo Diabetes, Medikabazaar, MRM Health and OMP - are innovative companies in their field. Their constant focus on technological innovation helps to strengthen their competitive position in the short and medium term.
Within the group (including DEME Group, Rent-A-Port, Bank Van Breda, Nextensa), a cautious policy is pursued in terms of interest rate risk by using interest swaps and options. A large number of the group companies operate outside the euro zone (including DEME Group, Rent-A-Port, Delen Private Bank, SIPEF, Sagar Cements and Turbo's Hoet Groep). Hedging activities for interest rate and exchange rate risk are carried out and managed at the level of the individual company.
Ackermans & van Haaren started 2023 with an encouraging capital gain on the sale of Telemond. After that transaction, AvH has more than 550 million euros in cash at its disposal to invest further in the existing portfolio and in new participations. AvH looks for new investment opportunities in a proactive yet disciplined manner.
The board of directors is confident that the participations of Ackermans & van Haaren are well positioned to realise a solid result in 2023 as well. Barring unforeseen circumstances, that result is expected to be in line with the results for 2022, after correction for realised capital gains.
Ackermans & van Haaren applies the Belgian Corporate Governance Code (the 'Code') as its reference code. The Code can be consulted on the website of the Corporate Governance Committee (www.corporategovernancecommittee.be). The Committee published a new (third) version of the Code on May 9, 2019, which replaces that of March 12, 2009, and became effective as of January 1, 2020.
The Charter is available in three languages (Dutch, French and English) on the company website (www.avh.be). In the version of the Charter available on the website, the special authorisation to the executive committee of June 21, 2022 was added.
This chapter ('Corporate governance statement') contains the information referred to in Articles 3:6, §2 and 3:32, §1, second paragraph, 7° of the Code of Companies and Associations. In accordance with the Code, this chapter specifically focuses on factual information involving corporate governance matters and explains any derogations from certain provisions of the Code during the past financial year in accordance with the principle of 'comply or explain').
"The board of directors is particularly pleased to the inclusion of AvH in the new BEL ESG index."

Board of directors - from left to right: Marion Debruyne, Frederic van Haaren, Jacques Delen, Thierry van Baren, Luc Bertrand, Bart Deckers, Victoria Vandeputte, Julien Pestiaux, Pierre Willaert


(°1951, Belgian) Chairman of the board of directors Executive director (1985-2016) Non-executive director (since 2016)
Luc Bertrand graduated in 1974 as a commercial engineer (KU Leuven). He began his career at Bankers Trust, as Vice-President and Regional Sales Manager, Northern Europe. He has been with Ackermans & van Haaren as a director since 1985, where he joined as financial director in 1986 and was chairman of the executive committee from 1990 to 2016. He is chairman of the board of directors of CFE, DEME and SIPEF and a director of Delen Private Bank, JM Finn, Bank Van Breda and Verdant Bioscience. He is also chairman of the Duve Institute and Middelheim Promoters, member of a number of other boards of directors of non-profit associations and public institutions, such as Museum Mayer van den Bergh and Europalia, and chairman of the 'board of trustees' of Guberna.
Mandate ends 2023

permanently represented by Marion Debruyne (°1972, Belgian) Independent, non-executive director (since 2016)
Professor Marion Debruyne has a degree in civil engineering (RU Ghent - 1995) and a PhD in applied economic sciences (RU Ghent - 2002). She has lectured at Wharton School, Kellogg Graduate School of Management, and Goizueta Business School, all in the USA. Marion Debruyne was appointed dean of Vlerick Business School in 2015. She is a director at Kinepolis and Guberna.
(1) References in this annual report to 'Marion Debruyne' should be read as Marion Debruyne BV, permanently represented by Marion Debruyne.

audit committee remuneration committee nomination committee
permanently represented by Bart Deckers (°1978, Belgian) Independent, non-executive director (since 2022)
Bart Deckers is a bioengineer by training (KU Leuven, 2001) and also a Doctor of Applied Biological Sciences (KU Leuven, 2005). He also earned an MBA from Vlerick Management School (2006). Bart Deckers has been managing director of Invale, a family-owned private equity fund that provides growth capital to Belgian SMEs, since 2013. He previously worked at Aveve (2008-2013), including as business unit manager plant nutrition, and at McKinsey & C° as a management consultant (2006-2008).
Mandate ends 2026
(2) References in this annual report to 'Bart Deckers' should be read as Venatio BV, permanently represented by Bart Deckers.

(°1949, Belgian) Non-executive director (since 1992)
Jacques Delen obtained the diploma of stockbroker in 1976. He has been chairman of the board of directors of Delen Private Bank since July 1, 2014. He is also a director of Bank Van Breda and of Scaldis Invest. Jacques Delen was chairman of the board of directors of Ackermans & van Haaren from 2011 to 2016.
Mandate ends 2023

(°1979, Belgian) Independent, non-executive director (since 2011)
Julien Pestiaux graduated in electromechanical civil engineering with specialisation energy (Université Catholique de Louvain - 2003), and also obtained a master's degree in engineering management (Cornell University - USA). He is a partner at Climact, a firm that gives advice on energy and climate themes to governments and businesses. His team focuses on analysing and modelling the potential of EU Member States, countries, cities and businesses to reduce energy consumption and greenhouse gases in the medium to long term and make society more resilient. He worked for five years as a consultant and project leader at McKinsey & Cº.

Thierry van Baren
(°1967, French / Dutch) Non-executive director (since 2006)
Thierry van Baren holds a master's degree and a teaching qualification in philosophy, and obtained an MBA, with specialisation marketing (Solvay Business School). He is currently an independent consultant. He worked for 13 years in MarCom as executive at TBWA Belgium and BDDP Belgium and in management functions at Ammirati Puris Lintas, Ogilvy Brussels and DDB.

permanently represented by Victoria Vandeputte (°1971, Belgian) Independent, non-executive director (since 2018)
Victoria Vandeputte is a civil engineer in electromechanics (KU Leuven - 1995) and holds a master's degree in risk management (Ecole Supérieure de Commerce de Bordeaux - 1996). She is currently a member of the executive committee and Chief Innovation & Marketing Officer of Diversi Foods (Geschwister Oetker) and director at Acomo.
(3) References in this annual report to 'Victoria Vandeputte' should be read as Menlo Park BV, permanently represented by Victoria Vandeputte.

Frederic van Haaren
(°1960, Belgian) Non-executive director (since 1993)
Frederic van Haaren is an independent entrepreneur and Alderman of the Municipality of Kapellen, in charge of public works, environment, green spaces and cemeteries. He is also director of Belfimas, co-chairman of Bosgroepen Antwerpse Gordel, as well as member of the environment commission at Intercommunale Igean.
Mandate ends 2025

(°1959, Belgian) Non-executive director (since 1998) Chairman of the audit committee (since 2004)
Pierre Willaert holds a master's degree in commercial and financial sciences, and obtained the diploma of the Belgian Association of Financial Analysts (ABAF-BVFA). Pierre Willaert was a managing partner, and member of the audit committee, at Bank Puilaetco, until the acquisition by KBL in 2004. He worked for many years as a financial analyst at Bank Puilaetco and covered the main sectors represented on the Belgian stock exchange. He later became responsible for the Institutional Management department. He is also a director at Tein Technology, an ICT company in Brussels specialising in, among other things, 'control rooms'.
Mandate ends 2024
Pierre Macharis voluntarily resigned as director with effect from May 23, 2022. Alexia Bertrand voluntarily resigned as director with effect from November 21, 2022, following her appointment as state secretary for Budget and Consumer Protection. The board wishes to thank them both for their special contribution to the board's deliberations and decision-making.
The mandates of Luc Bertrand, Jacques Delen and Julien Pestiaux expire at the ordinary general meeting of May 22, 2023. The Board of Directors will propose to the ordinary general meeting to (i) renew the mandate of Luc Bertrand for a period of two years, (ii) renew the mandate of Jacques Delen for a period of one year and (iii) renew the mandate of Julien Pestiaux for a period of four years. Although Luc Bertrand and Jacques Delen have already exceeded the age limit of 70, the board is of the opinion that, with their knowledge and experience, they can still make an exceptional and meaningful contribution to the deliberations of the board of directors. At its meeting of March 22, 2023, the board of directors decided to nominate Sonali Chandmal as candidate independent director at the next annual meeting.
Marion Debruyne, Bart Deckers, Victoria Vandeputte and Julien Pestiaux meet the independence criteria of Article 3.5 of the Code.
Luc Bertrand, Jacques Delen and Frederic van Haaren are directors of Scaldis In-
vest, which, with a stake of 33%, is the principal shareholder of Ackermans & van Haaren. Luc Bertrand and Frederic van Haaren are also directors of Belfimas, which holds a controlling interest of 92.25% in Scaldis Invest. Scaldis Invest and Belfimas are holding companies that exclusively invest (directly and indirectly) in Ackermans & van Haaren shares.

In 2022, the board of directors convened eight times and discussed and regularly updated the budget for the current financial year, monitored the results and activities of the group companies on the basis of reports prepared by the executive committee, examined the off-balance-sheet commitments, and discussed the recommendations of the advisory committees.
During 2022, on the proposal of the executive committee, the board of directors amended the corporate governance charter and the special authorisation to the executive committee, approved the exclusion policy, and also updated the integrity code.
Several (dis)investments were discussed during the course of the financial year, such as the investments in AstriVax, the Indian funds HealthQuad II and Convergent Finance, the participation in the capital increase of Medikabazaar, and the sale of the stakes in Anima, Manuchar and Telemond Group.
The board of directors closely monitored the partial demerger of DEME from CFE and the listing of DEME Group.
Furthermore, on October 4, 2022, the board of directors approved a general share buyback programme of 70 million euros and thoroughly reviewed the ESG policy. At the meeting of November 21, 2022, ample attention was paid to AvH's overall strategy. Attention also went to the preparation of the annual general meeting of May 23, 2022, the profit sharing bonus plan for white-collar employees, the follow-up of the pending judicial inquiry involving DEME, the impact of the military conflict in Ukraine on the group, and the impact of inflation and rising interest rates on the banks' results.
The board of directors invited the management of DEME, Rent-A-Port, Nextensa, CFE and EMG in 2022 to give presentations on specific investments or on the strategy of the company concerned.
In accordance with Article 2.8 of the Charter, assessment procedures are carried out periodically within the board of directors. These assessments take place on the initiative and under the supervision of the chairman. The May 17, 2022 meeting discussed the results of the four-year evaluation of the board of directors, which included a focus on strategic themes, ESG and succession planning at the board and executive committee level.
The annual assessment of the relationship between the board of directors and the executive committee also took place on May 17, 2022. On that occasion, the non-executive directors expressed their general satisfaction with the good quality of the collaboration between the two bodies and made a number of suggestions to the chairman of the executive committee in this respect.
| Attendance | |
|---|---|
| Luc Bertrand | 8/8 |
| Alexia Bertrand (until 21/11/2022) | 7/7 |
| Marion Debruyne | 8/8 |
| Bart Deckers (as of 23/5/2022) | 4/4 |
| Jacques Delen | 8/8 |
| Pierre Macharis (until 23/5/2022) | 4/4 |
| Julien Pestiaux | 8/8 |
| Thierry van Baren | 8/8 |
| Victoria Vandeputte | 8/8 |
| Frederic van Haaren | 8/8 |
| Pierre Willaert | 8/8 |
For the sake of completeness, it should be mentioned that the members of the executive committee attend the meetings of the board of directors.
In the Charter (Articles 2.10 and 4.7), the board of directors published its policy regarding transactions between Ackermans & van Haaren or a company affiliated to it on the one hand, and members of the board of directors or executive committee (or their close relatives) on the other, which may give rise to a conflict of interest (within the meaning of the Code of Companies and Associations or otherwise). In 2022, one decision had to be made to which this policy applied.
The board of directors published its policy on the prevention of market abuse in the Charter (Section 6). At the meeting of October 10, 2016, the Charter was amended to align it to Regulation (EU) No 596/2014 of the European Parliament and of the Council dated April 16, 2014 on market abuse and repealing Directive 2003/6/ EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC.
| Pierre Willaert Non-executive director |
Chairman |
|---|---|
| Marion Debruyne Independent, non-executive director |
|
| Julien Pestiaux Independent, non-executive director |
All members of the audit committee have the necessary accounting and audit expertise:
Pierre Willaert (°1959) holds a master's degree in commercial and financial sciences, and obtained the diploma of the Belgian Association of Financial Analysts (ABAF-BVFA). He worked for many years as a financial analyst at Bank Puilaetco. He later became responsible for the Institutional Management department. Pierre Willaert was managing partner and member of the audit committee of Bank Puilaetco until 2004. He was appointed as a director at Ackermans & van Haaren in 1998, and has been chairman of the audit committee since 2004.
Marion Debruyne (°1972) graduated as a civil engineer from Ghent University (1995) and obtained her PhD in applied economics (2002). Marion Debruyne has lectured at Wharton School, Kellogg Graduate School of Management and Goizueta Business School, all in the USA. She has been active as dean of the Vlerick Business School since 2015. Marion Debruyne was appointed director of Ackermans & van Haaren in 2016 and as a member of the audit committee in 2018. In addition, she holds directorships at Kinepolis and Guberna.
Julien Pestiaux (°1979) graduated in electromechanical civil engineering (specialisation energy) from the Université Catholique de Louvain in 2003, and also obtained a master's degree in engineering management at Cornell University (USA). The focus of the master in engineering management was on financial and economic analyses. Most of the course was given at the 'Johnson Graduate School of Management' of Cornell. Julien Pestiaux is a partner at Climact, a company that advises on energy and climate themes with numerous business customers. Before that, he worked for five years as a consultant and project leader at McKinsey & C°, where he became acquainted with various aspects of accounting. Julien Pestiaux was appointed director at Ackermans & van Haaren in 2011.

On February 18 and August 22, 2022, in the presence of the financial management and the auditor, the audit committee mainly focused on the reporting process and the analysis of the annual and half-yearly financial statements, respectively. The members of the audit committee received, in advance, the available reports of the audit committees of the operational subsidiaries of Ackermans & van Haaren.
The audit committee of March 21, 2022 focused on the financial reporting, as published in the annual report over 2021, and an analysis of the off-balance-sheet commitments. Attention was also paid to the statement on non-financial information and to the main issues that the auditor is obliged to include in his report.
On December 14, 2022, the audit committee discussed the ESG reporting, deliberated on the internal audit and control, ICT, compliance and human resources, the off-balance-sheet commitments and the appointment procedure of a statutory auditor.
The audit committee reported systematically and extensively to the board of directors on the performance of its duties.
| Victoria Vandeputte Independent, non-executive director |
Chair |
|---|---|
| Bart Deckers Independent, non-executive director (replacing Pierre Macharis from June 21, 2022) |
|
| Julien Pestiaux Independent, non-executive director |

On January 11, 2022, the remuneration committee recommended a number of changes to the remuneration policy, including a cap and floor on the STI, a sign-on bonus mechanism and limiting notice periods for future EC members.
On February 24, 2022, the remuneration committee evaluated the results achieved on the non-financial targets, discussed the amended Remuneration Policy 2021- 2024 as well as the draft remuneration report, which, in accordance with Article 3:6, §3 of the Code of Companies and Associations, constitutes a specific part of the Corporate Governance Statement, and ensured that the draft report contains all the information required by law. The committee also reviewed the payment of the variable remuneration to the members of the executive committee, against the recommendations it had made on this subject at its meeting of November 19, 2021, and discussed with the CEO the conclusions of the feedback interviews with the members of the executive committee.
At its meeting of March 22, 2022, the remuneration committee discussed the final remuneration report as well as the ESG KPIs to assess the variable remuneration for financial year 2022.
On May 3, 2022, the remuneration committee discussed the adjustment of the remuneration of the co-CEOs as well as that of Jan Suykens in his new role as senior adviser.
At the meeting of November 22, 2022, the committee discussed the following subjects and made recommendations to the board of directors in this respect: the fixed and variable remuneration of the members of the executive committee for 2023, the remuneration of the directors, and the number of stock options to be granted to the members of the executive committee, the ESG criteria as a basis for the variable remuneration of the executive committee and the gender pay gap.
On January 11, February 24 and March 22, 2022, the board of directors, in the role of the nomination committee, deliberated on the future composition of the board of directors, and, in accordance with the procedure of Article 2.2.2 of the Charter, decided to propose to the ordinary general meeting of May 23, 2022 to renew the mandates of Thierry van Baren and Menlo Park BV, permanently represented by Victoria Vandeputte, for a period of four years, and to renew the mandate of Jacques Delen for a period of one year. At its meeting of March 22, 2022, the board of directors decided to nominate Venatio BV, permanently represented by Bart Deckers, as candidate independent director at the next annual meeting.
After the general meeting of May 23, 2022, Jan Suykens officially passed the baton on to John-Eric Bertrand and Piet Dejonghe, who took over as co-CEOs in charge of the company.
(°1977, Belgian) Co-chair of the executive committee, co-CEO
Following his studies as a commercial engineer (UCL Louvain - 2002), John-Eric Bertrand obtained a master's degree in international management (CEMS - 2002) and an MBA (Insead - 2006). He worked at Roland Berger as a senior consultant and at Deloitte as a senior auditor.
Since 2008 at Ackermans & van Haaren
Piet Dejonghe
(°1966, Belgian) Co-chair of the executive committee, co-CEO
After his studies for a law degree (KU Leuven - 1989), Piet Dejonghe obtained a postgraduate degree in business administration (KU Leuven - 1990) and an MBA (Insead - 1993). He worked as a lawyer for Loeff Claeys Verbeke (now Allen & Overy) and as a consultant for The Boston Consulting Group.
Since 1995 at Ackermans & van Haaren
Tom Bamelis
(°1966, Belgian) CFO and member of the executive committee
After completing his studies as a commercial engineer (KU Leuven - 1988), Tom Bamelis also obtained a master's degree in financial management (VLEKHO - 1991). He joined Touche Ross (now Deloitte) and later Groupe Bruxelles Lambert.
Since 1999 at Ackermans & van Haaren
Piet Bevernage
(°1968, Belgian) Legal counsel and member of the executive committee
Piet Bevernage holds a law degree (KU Leuven - 1991) and an LL.M. (University of Chicago Law School - 1992). He worked as a lawyer in the Corporate and M&A Department at Loeff Claeys Verbeke.
(°1964, Belgian) Member of the executive committee
Following his law degree (KU Leuven - 1987), André-Xavier Cooreman studied international law (at the Johns Hopkins University, Bologna Campus - 1988) and tax management (ULB - 1991). He worked for the International Development Law Institute (course assistant, Italy), the Shell Group (legal counsel, The Netherlands), Fortis Bank (Corporate & Investment Banking), McKinsey & C° (consultant) and Bank Degroof (public sector manager).
Since 1997 at Ackermans & van Haaren
(1982, Belgian) Member of the executive committee
An Herremans trained as a commercial engineer (KU Leuven, 2005) and obtained a master's degree in financial management at Vlerick Management School (2006). An began her career as a consultant at Roland Berger (2006-2011) and subsequently worked as Corporate Business Development Manager and Strategy Office Manager at Barco (2011-2014).
Since 2014 at Ackermans & van Haaren
(°1970, Belgian) Member of the executive committee
After his studies as a civil engineer, electromechanics (KU Leuven - 1993), Koen Janssen also obtained an MBA (IEFSI, France - 1994). He worked for Recticel, ING Investment Banking and ING Private Equity.
Since 2001 at Ackermans & van Haaren

The chairman of the board of directors attends the meetings of the executive committee as an observer.

On November 9, 2020, the extraordinary general meeting adapted the company's articles of association to the relevant provisions of the new Code of Companies and Associations. On that occasion, the meeting also expressly opted for a one-tier governance structure, and confirmed the possibility of setting up a committee around the CEO in which the general management of the company is discussed.
The board of directors appointed from among the members of the executive committee two co-chairmen to whom the daily management of the company was delegated (effective from May 23, 2022). The persons charged with the daily management, each of whom holds the title of co-CEO, together form a collegiate body. They decide by consensus. In case of a tied vote, the proposed decision is submitted for a binding opinion to the executive committee, which decides on the matter by a simple majority vote.
The new-style executive committee is essentially tasked with discussing the general management of the company, and prepares the decisions to be taken by the board of directors.
During the past financial year, the executive committee devoted attention to the economic impact of the military conflict in Ukraine and the resulting inflationary movements. As usual, the committee also primarily prepared and followed up on the participation in the boards of directors of the subsidiaries, examined new investment proposals (both in the current group companies and outside), prepared the quarterly, half-yearly and annual financial reports, and investigated the impact of changes in the law that are relevant for the company.
Ackermans & van Haaren is convinced of the positive influence of a diversity-based personnel policy on the strength and innovative culture of its participations, and is itself actively striving for a complementary composition of its board of directors and executive committee (in terms of professional background and skills, as well as gender). At group level, the attraction, education and mentoring of talented staff members with complementary knowledge and experience is a priority.
At the level of the board of directors, this policy is reflected in the selection procedure for new candidate directors (as included in section 2.2.2 of the Charter): the first selection criterion ensures the complementarity in terms of professional skills, knowledge and experience, while the fourth criterion sets an obligation to consider candidates of different gender, as long as and when the board of directors is not composed of at least one third of directors of the opposite gender.
The current board of directors, following the voluntary resignation of Alexia Bertrand in November 2022, has 2 female directors and 7 male directors with a diversity of education and professional experience. If the general meeting approves the proposed appointment of Sonali Chandmal and the reappointment of Luc Bertrand, Jacques Delen and Julien Pestiaux, the board of directors will again be composed of at least one third of directors of the opposite gender. On December 31, 2022, 3 directors were aged 50 or younger (33%) and 6 directors were older than 50 (67%).
With regard to the composition of the executive committee (see Charter, paragraph 4.2), the board of directors must also ensure that the members have diverse professional backgrounds with complementary skills. It is the aim of the board of directors that the long-term vision of Ackermans & van Haaren should be supported by executives who actively promote the values of the company and, in this sense, contribute to value creation. This translates, among other aspects, into a preference for providing talented staff members with career development options within the group. All members of the executive committee have been appointed from the Ackermans & van Haaren team based on their personal merits.
A sound diversity policy starts with the recruitment. In 2022, Ackermans & van Haaren recruited a second investment manager, Servaas Michielssens, with a specific focus on life sciences. At the end of 2022, the team was joined by Subin Oswal, an investment associate based in Mumbai, India.
Finally, training, career counselling and retention of staff members are also invested in on an ongoing basis. This is done through a combination of broadening and deepening knowledge through training programmes, seminars and workshops, career perspectives both within Ackermans & van Haaren itself and in the group, and through a market-compliant remuneration policy.
For further information regarding the personnel policy, reference is made to the Sustainability report.
The company's statutory auditor is EY Bedrijfsrevisoren BV, represented by Christel Weymeersch. The statutory auditor conducts the external audit of both the consolidated and statutory figures of Ackermans & van Haaren, and reports to the board of directors twice a year.
An annual fee of 71,150 euros (excluding VAT) was paid to the auditor in 2022 for auditing the statutory and consolidated annual accounts of Ackermans & van Haaren. An additional fee was also paid to EY Bedrijfsrevisoren of 9,300 euros (excluding VAT) for a review of the implementation of ESEF to EY Tax Consultants of 5,950 euros (excluding VAT) for tax advice. The total fees for audit activities paid to EY by Ackermans & van Haaren and its consolidated subsidiaries in the past financial year amounted to 3,297,989 euros (including the above-mentioned 71,150 euros).
The internal audit is conducted by the group controllers, who report to the executive committee. The group controllers report directly to the audit committee at least once a year.
The board of directors of Ackermans & van Haaren is responsible for assessing the effectiveness of the internal control and risk management systems. By means of the present system, the board of directors aims to ensure that the group's objectives are attained at the group level, and, at a subsidiary level, to monitor the implementation of systems appropriate for each kind of company (size, type of activities, etc.) and its relationship with Ackermans & van Haaren (controlling interest, shareholders' agreement, etc.). Given the diversified portfolio and the small number of staff working at the holding company, the group opted for a customised internal control model that nevertheless has all the essential features of a conventional system. The internal control and risk management system is characterised by a transparent and collegiate structure. The executive committee deliberates and decides by consensus.
Risks are identified on an ongoing basis, and are properly analysed. Appropriate
measures are proposed to accept, limit, transfer or avoid the identified risks. These assessments and decisions are clearly minuted and documented to allow a strict follow-up.
The board of directors also regards the timely provision of complete, reliable and relevant financial information in accordance with IFRS and with the other Belgian reporting requirements to all internal and external stakeholders as an essential element of its corporate governance policy. The internal control and management systems for financial reporting endeavour to satisfy those requirements as fully as possible.
The control environment is the framework within which internal control and risk management systems are set up. It comprises the following elements:
The family values that underlie the historical development of the group are translated into a respectful relationship between the various stakeholders: the shareholders, management, the board of directors and the staff, but also the commercial partners. These values were explicitly included in the 'Vademecum' (internal company guidelines), so that they are clear to all staff members and can be propagated by them.
On November 22, 2022, the board of directors also approved a revised version of the integrity code. The integrity code can be consulted on the website. The integrity code will be regularly reviewed and updated.
Another cornerstone of the policy of Ackermans & van Haaren is the way in which its members work together as a professional team. Particular attention is paid to a balanced and qualitative content of the various positions within the organisation. In addition, the necessary training is provided to ensure that knowledge is constantly honed and fine-tuned. Highly skilled people with the right experience and attitude in the right job form the basis of the group's internal control and risk management system. This also applies at the level of the board of directors and the audit committee, who seek to ensure that the backgrounds and experience of the members are complementary.
The operation and responsibilities of the board of directors and, by extension, its advisory committees, including the audit committee, are clearly described in the Charter. The audit committee oversees the financial reporting of the group, the internal control and risk management system, and the external and internal audit procedures.
As already pointed out, Ackermans & van Haaren can pride itself on a transparent organisational structure, where decisions are adopted collectively by the executive committee. The organisational structure and powers are clearly described in the 'Vademecum'.
The risks in terms of financial reporting can be summarised as follows.
Risks at the level of the subsidiaries: these are typically highly diverse and are addressed by the attendance by the investment managers of Ackermans & van Haaren at the meetings of the boards of directors and advisory committees of the subsidiaries, clear reporting instructions to the subsidiaries with deadlines and standardised reporting formats and accounting principles, and an external audit of the half-yearly and annual figures that also takes into account internal control and risk management features at the level of each individual company.
Risks related to information provision: these are covered by a periodic IT audit, a proactive approach involving the implementation of updates, backup facilities and timely testing of the IT infrastructure. Business continuity and disaster recovery plans have also been put in place.
Risks related to changing regulations: these are addressed by close monitoring of the legislative framework on financial reporting, and by a proactive dialogue with the auditor.
Finally, there is the integrity risk, which is addressed by maximum integration of accounting and reporting software, extensive internal reporting at different levels, and proactive assessment of complex and important transactions.
As already pointed out above in the description of the risks, various controls are built into the financial reporting process in order to meet the objectives with regard to this reporting as fully as possible.
First, a number of basic controls such as segregation of duties and delegation of powers are built into the administrative cycles at group level: purchasing, payroll and (dis)investments. This ensures that only permissible transactions are processed. The integration of accounting and reporting software serves to cover a number of integrity risks. Additionally, a stable IT infrastructure with the necessary back-up systems guarantees an adequate communication of information.
Clear reporting instructions with timely communication of deadlines, standardised reporting formats and uniform accounting principles are in place to address certain quality risks in the reporting by the subsidiaries.
There is also a cycle of external audit of both the consolidated reporting and the reporting by the subsidiaries. One of the purposes of this external audit is to assess the effectiveness of the internal control and risk management systems implemented by the subsidiaries and to report on this to the statutory auditor of Ackermans & van Haaren.
Finally, there is a system of internal audit on the financial reporting which is carried out by different policy and management levels. This internal audit is completed prior to the external reporting.
Changes in the legislative framework on financial reporting are closely monitored and the impact on the group reporting is discussed proactively with the financial management and the external auditor.
The Charter provides that every staff member of Ackermans & van Haaren can approach the chairman of the board of directors and/or the chairman of the audit committee directly to inform them of any irregularities in financial reporting or other matters (whistle-blowing). There was nothing to report in this respect in 2022.
Each year, the internal control and risk management system is reviewed by one of the group controllers for effectiveness and compliance. The findings are reported to the audit committee.
Scaldis Invest holds 11,054,000 shares in the capital of Ackermans & van Haaren, i.e. a stake of 33%. Scaldis Invest is in turn controlled by Belfimas, which holds 92.25% of the capital of Scaldis Invest. The ultimate control of Scaldis Invest is held by Stichting Administratiekantoor 'Het Torentje'.
Ackermans & van Haaren holds391,239 treasury shares as at December 31, 2022. These shares were mainly acquired with a view to covering the stock option plan and as part of the share buyback programme as approved by the board of directors on October 4, 2022.
The shareholder structure, as known on December 31, 2022, is represented as shown below:

Belfimas is the (indirect) reference shareholder of Ackermans & van Haaren. Belfimas' sole purpose is to invest in the shares of Ackermans & van Haaren, directly or indirectly. Any transfer of securities issued by Belfimas is subject to a statutory right of approval of the board of directors of Belfimas. Two of Ackermans & van Haaren's directors, Luc Bertrand and Frederic van Haaren, are members of the board of directors of Belfimas. The board of directors is not aware of any agreements between Ackermans & van Haaren shareholders.
The Charter of Ackermans & van Haaren complies with the provisions of the Code (as it applied in 2022) in all but one point:
• Composition of the nomination committee
In accordance with Article 4.19 of the Code, the majority of the members of the nomination committee should be independent non-executive directors. The Ackermans & van Haaren nomination committee consists of all the members of the board of directors. The board of directors is of the view that, as a collective, it is better placed to evaluate its size, composition and succession planning.
In pursuance of the Act of April 28, 2020 (the Act), listed companies are required: (i) to submit a remuneration policy for approval to the shareholders every four
This should contribute to effective and lasting shareholder engagement, which in turn should help to strengthen the corporate governance of listed companies. The European regulator sought with this greater shareholder engagement also to contribute to the improvement of both the financial and non-financial performance of companies, such as the environmental, social and governance (ESG) factors.
The remuneration policy for 2021-2024 was approved by a 77.4% majority of the shareholders at the annual general meeting of May 25, 2021.
The positions expressed by shareholders concerning the initial remuneration policy and an analysis of that policy by an external adviser led to a number of explicitations and adjustments to the policy that were submitted for approval to the annual shareholders' meeting of May 23, 2022. The amended policy was approved by an 80.6% majority of the shareholders and was first implemented over the 2022 financial year.
2022 was in many respects an exceptional year and this is also reflected in the remuneration report.
AvH reported a record result in 2022, which obviously had a positive impact on the variable remuneration of the members of the executive committee, yet also gave rise for the first time to a capping of the amount (expressed in function of the consolidated net result).
AvH seeks to create long-term shareholder value and also wishes to see this being reflected in its remuneration policy. Where exceptional results are realised on the basis of long-time value creation, as was the case in 2022 on the occasion of the sale of Anima and Manuchar, the board of directors also wants to see this being acknowledged in the remuneration of the members of the executive committee and the staff.
The promotion on May 23, 2022 of John-Eric Bertrand and Piet Dejonghe led to an increase of their remuneration, supported by a benchmarking.
Finally, not only were exceptional results achieved in 2022 in terms of financial added value, but also in the area of social value creation. The ESG goals were comfortably attained.
With its mission 'Your partner for sustainable growth', AvH wants to be the preferred partner of family businesses and management teams, and to co-invest with them in the long term with the ambition of letting them grow into market leaders that develop sustainable solutions to the major global challenges.
AvH strives for a balanced combination of a limited number of strategic long-term participations and a diversified portfolio of growth capital investments.
AvH is an entrepreneurial group that seeks to develop its businesses in the long term through internationalisation, innovation and diversification.
AvH does not set absolute targets for its participations in terms of return, but instead focuses on recurring growth of the activities, cash flow generation and shareholders' equity. AvH prefers long-term growth over short-term dividend maximisation, and seeks to create long-term shareholder value by a recurring increase of its consolidated shareholders' equity, supported by a steadily growing dividend in the long term.
AvH implements for the whole group and for its investment decisions an ESG framework based on the UN Sustainable Development Goals and the UN PRI guidelines, and promotes a sustainable development and growth of the activities of its participations, with respect for people, environment and society.
The investment philosophy is based on transparent reporting and communication, clear agreements in terms of corporate governance and business ethics, and strict financial discipline and healthy balance sheets.
AvH also wants to contribute as an investment company to a more sustainable world and respond to societal challenges such as climate change, renewable energy, sustainable food chain, population ageing and growth, and digitisation.
AvH achieves all of this with a team of staff who, through their diverse backgrounds and continuous development, seek to add value to the management teams of the participations. Inclusive talent management is therefore an integral part of AvH's ESG policy, which is described in detail in the Sustainability report starting on page 48.
AvH wants to attract and retain talented people to keep assuring the quality of the support which AvH, as an active shareholder, wants to give to its participations.
Within AvH a vision of 'Who do we want to be' has been developed. The three main priorities are the following:
In line with its mission 'Your partner for sustainable growth' and its ambition regarding 'Who do we want to be', AvH endeavours not only to promote sustainability and long-term thinking with its remuneration policy. AvH is also focused on achieving goals together and meeting its sustainable growth commitment to the shareholders.
By linking a substantial proportion of the remuneration of the members of AvH's executive committee to the achievement of those long-term objectives and sustainability parameters, AvH tries to make a significant contribution to the implementation of its corporate strategy with the proposed remuneration policy.
The variable remuneration of the members of the executive committee is based on the consolidated net result which also increases, in the event that a participation is sold, with the long-term value that was created during previous years. This variability is inherent in AvH's objective of continuous value creation.
To determine AvH's positioning in terms of total financial remuneration, the group benchmarks itself against other relevant companies. AvH wants to position its co-CEO's and members of the executive committee, as well as all other positions in the company, above the median in terms of total remuneration, in line with the quality expectations vis-à-vis the team. AvH takes part in a benchmark exercise every three years and performs an annual review to assess its relative position.
AvH is a strongly networked environment and invests in engagement and in achieving success together. AvH therefore resolutely opts not to employ individual targets in its remuneration policy, but instead to use common performance benchmarks, with 20% of the variable remuneration being dependent on non-financial criteria.
The annual performance appraisal interviews focus on individual development in terms of skills and as a person, and on each staff member's individual contribution to the realisation of the corporate strategy.
Frameworks for a sound remuneration policy are also developed in the remuneration committees of the participations and periodically optimised.
As at December 31, 2022, the board of directors had 9 members and the executive committee 7 members(1) .
AvH, AvH Growth Capital and AvH Singapore have a total of 38 staff members.
The proposed remuneration policy is valid for the financial years 2021 through 2024 and, in accordance with Article 7:89/1 of the Code of Companies and Associations, applies to the 9 directors, the persons entrusted with the daily management, in this case the co-CEOs, and the other persons in charge of the general management of the company, in this case the 5 other members of the executive committee.
The approved remuneration policy for the period 2021-2024 has undergone certain adjustments(2) effective from 2022, prompted by interviews with various stakeholders and a professional adviser.
The remuneration committee advises the board of directors on the remuneration of the members of the board of directors and the executive committee.
More particularly, the remuneration committee will:
The remuneration committee determines the frequency of its meetings, but meets at least twice a year.
At meetings where the individual remuneration of a member of the remuneration committee is discussed, the person concerned may be present, but must not act as chairman of the meeting and must refrain from any feedback concerning him/ herself.
The remuneration of non-executive directors consists exclusively of a fixed remuneration. This fixed remuneration consists of a basic amount, an additional amount for the director's membership of a specific committee and an attendance fee for each meeting of the board of directors, the audit committee or the remuneration committee. The remuneration of non-executive directors is periodically reviewed by the remuneration committee against other relevant companies(3).
Any modifications proposed by the remuneration committee are submitted to the general meeting for approval.
Non-executive directors are required to invest part of their remuneration, namely at least ten thousand euros (€ 10,000), in shares of the company, unless they already hold a direct or indirect interest in the company corresponding to that value. Those shares must be retained for at least one year after the non-executive director has left the board of directors, and for at least three years after their acquisition.
The remuneration paid to the members of the executive committee consists of four components: (a) a fixed remuneration, (b) a variable remuneration (STI or shortterm incentive), (c) stock options (LTI or long-term incentive), (d) a group insurance scheme and other benefits.
The members of the executive committee must each hold at least 1,000 Ackermans & van Haaren shares that may be acquired, either by exercising options or otherwise, over a period of 5 years.
The fixed remuneration, which is indexed annually on the basis of the health index, evolves towards the chosen market position. If the fixed remuneration has not yet reached the level of the chosen market position, the fixed remuneration will grow towards that point in so far as the individual concerned also evolves in terms of taking responsibility and the development of relevant competencies and skills. Any increases in the fixed remuneration are discussed each year by the remuneration committee and are submitted to the board of directors for approval.
The STI is initially calculated in function of the consolidated net result (group share) and is then linked to financial and non-financial criteria.
The STI is capped at 1.5 times the fixed annual remuneration, on the understanding that the board of directors, on the recommendation of the remuneration committee, may, in exceptional circumstances such as the disposal of a long-term investment, grant an additional variable remuneration to the team that contributed to the realisation of the capital gain.
(i) 80% of the total STI is dependent on the financial objective 'consolidated net result'. No variable remuneration will be paid if the consolidated net result (group share) falls below the threshold of 100 million euros. This cash incentive plan is based on long-term ambitions. Although this STI is calculated in function of the consolidated net result over one year and may therefore be viewed prima facie as a short-term incentive, it should be borne in mind that, in its long-term strategy, AvH seeks recurring results and when considering new investments always looks at the undertaking's potential to generate value in the long term, year
(1) On May 23, 2022, CEO Jan Suykens was succeeded by co-CEOs John-Eric Bertrand and Piet Dejonghe, and resigned as chairman of the executive committee. Alexia Bertrand voluntarily resigned as director on November 18, 2022 following her appointment as State Secretary for the Budget and Consumer Protection. A new director is being sought to replace Alexia Bertrand.
(2) The adjustments concern: a floor and cap on the STI, good leaver principle as a condition for the pro rata payment of the STI, introduction of KPIs for the non-financial factor of the STI, limitation of notice periods for future EC members, ...
(3) In 2022, directors' remuneration was benchmarked against board fees of BEL20 companies.
after year. Participations are coached over a long term by AvH's management, which prioritises long-term equity growth over short-term profit maximisation.
(ii) 20% of the total STI is also dependent on non-financial parameters that are determined each year by the remuneration committee and submitted for approval to the board of directors. The proposed criteria (KPIs) fundamentally contribute to AvH's ESG policy. Each year, the remuneration committee sets the targets that are expected for the proposed KPIs.
The practical implementation, as well as any one-off bonuses or a justified deviation from policies, is determined by the board of directors at the suggestion of the remuneration committee.
The purpose of the stock option plan is to remunerate the beneficiaries for their contribution to the long-term value creation.
The board of directors decides on the granting of stock options to members of the executive committee based on the recommendation of the remuneration committee. Stock options are granted under a stock option plan that was approved in 1999 by the board of directors, which also serves as an incentive for persons who are not members of the executive committee.
In accordance with applicable tax law, the members of the executive committee are taxed on the stock options that are granted. The value of this remuneration element is dependent on how the share price evolves.
The stock options granted under AvH's stock option plan have the following characteristics:
The number of stock options to be granted is reviewed each year by the board of directors, at the suggestion of the remuneration committee.
AvH provides for a 'defined contribution' group insurance scheme (supplementary pension, death benefit, disability allowance, and orphan's pension) and a hospitalisation insurance scheme.
All staff members are also offered a smartphone and a laptop and/or tablet computer.
AvH also has a mobility & flexibility policy under which electric cars are offered, along with bicycles and telework.
To promote well-being, gym, meditation and yoga sessions are organised, at the office or virtually.
The relative share of each component in the overall remuneration paid to members of the executive committee is heavily dependent on the results of the group, which determine the variable remuneration, and on any gain that can be realised on the exercise of the options.
The targeted standard ratio is:
These components are evaluated each year in November by the remuneration committee and reviewed for compliance with market practices. This review is carried out based on public information (for example, the remuneration data disclosed in the annual reports of other comparable listed companies) and/or three-yearly salary studies. The adjustments proposed by the remuneration committee are then submitted to the board of directors for approval. The company strives to achieve an incentive mix of a market-based fixed remuneration on the one hand, and a combination of short-term incentives (such as the annual variable remuneration) and long-term incentives (stock options) on the other.
The contracts between the company and the members of the executive committee contain the usual clauses regarding remuneration (both fixed and variable), non-competition and confidentiality.
The contracts also contain clauses regarding the criteria for granting variable remuneration, and give the company the right to claw back variable remuneration that was granted on the basis of incorrect financial information over the five previous financial years.
The contracts are valid for a fixed term, expiring in the year in which the executive committee member in question reaches retirement age.
The members of the executive committee may unilaterally terminate their contract early subject to a notice period of 6 months. The company may unilaterally terminate the contract of these members subject to a notice period of 18 months. For certain members of the executive committee, this period may increase to a maximum of 24 months depending on the age of the executive committee member in question at the time of the unilateral termination of the contract by the company.
For future appointments of members of the executive committee, unilateral termination of the contract by the company will be subject to a notice period of maximum 12 months.
When a member of the executive committee or a senior professional leaves AvH on good terms ('good leaver'), regardless of whether the notice is given by the company or the person concerned, the latter is entitled to the average of his or her variable remuneration over the last three financial years, prorated if the departure takes place before the end of the year. Upon recommendation of the remuneration committee the board of directors might decide that it is justified to deviate from this policy.
The standards that are used to determine the remuneration policy of the members of the executive committee are also applied to the other staff members:
The remuneration policy for 2021-2024 was defined with the cooperation and input of the CHCO, the executive committee, the remuneration committee, the board of directors and external experts, and was approved at the annual meeting of May 25, 2021.
The positions expressed by shareholders and an analysis by external advisers led to a number of explicitations and adjustments that were submitted for approval to the annual meeting of May 23, 2022.
This remuneration report was prepared in accordance with Article 3:6, §3 of the Code of Companies and Associations (Remuneration report).
In its preparation of the Remuneration report, the board of directors was also inspired by:
Ackermans & van Haaren has a one-tier governance structure, where the board is authorised to perform all acts that are necessary or useful to the accomplishment of the corporate purpose, except those for which the general meeting is authorised by law. On February 24, 2022, the board of directors decided to delegate the daily management of the company to the co-CEOs with effect from May 23, 2022. The executive committee, of which the co-CEOs are members, is responsible for discussing the general management of the company. The remuneration of the members of the executive committee, except for the co-CEOs, is disclosed as an average in the Remuneration report for the financial year 2022.
The remuneration committee made adjustments to the Remuneration Policy 2021- 2024, which is included in its entirety in the annual report (page 35 and further) for the financial years 2022 through 2024, on the basis of feedback from shareholders and external advisers. This Remuneration report gives an overview of the remuneration policy as applied in the financial year 2022.
Besides promising investments in AstriVax, in the Southeast Asian investment fund Convergent Finance, and follow-up investments in a.o. Medikabazaar, Rent-A-Port, SIPEF and Indigo, the existing participations, without exception, reported very good to record results. Substantial capital gains were realised on the sale of Anima and Manuchar, as a result of which the consolidated net result for the financial year 2022 increased by 74% compared to the previous year.
Accordingly, the exceptionally good results of 2022 are reflected in an increase of the variable remuneration (short-term incentive or STI), i.e. a 1-year cash bonus for the members of the executive committee. For certain members of the executive committee, the cap that has been set was reached and applied.
As was the case with exceptional capital gains in the past, an extraordinary budget of 1,865,000 euros was set aside for the teams (broader than the executive committee) that contributed to the realisation of the major capital gains.
On March 22, 2023, the remuneration committee discussed the draft Remuneration report, which constitutes a specific part of the Corporate governance statement, and ensured that the draft report contains all the information required by law.
To position the remuneration of the members of the executive committee, the three-yearly benchmarking exercise was carried out in September 2022 by Willis Towers Watson. The remuneration was positioned against companies active in the European private equity sector and in particular the Belgian private equity sector.
It should be recalled that the extraordinary general meeting on November 25, 2011 authorised the board of directors to depart from Article 7:91, second paragraph of the Code of Companies and Associations, and to link the entire variable remuneration of the members of the executive committee to predetermined and objectively quantifiable performance criteria measured over a one-year period.
On February 23, 2023, the remuneration committee assessed the results for the non-financial ESG parameters, which account for 20% of the STI. The goals were comfortably attained.
The committee proposed updated objectives for 2023 to the board of directors, with business relevance, focus on a limited number of priorities and continuity on what has already been achieved as the principles being applied. As a company, AvH prioritises social parameters such as 'talent management', as well as ESG ratings. As a responsible investor, AvH stresses ESG as an essential parameter in asset allocation and investment decisions, as well as social parameters such as sustainable talent management and ethical business management.
The remuneration of non-executive directors consists exclusively of a fixed remuneration. Since the remuneration, director's fees and attendance fees are not linked to the company's results, they may be classed as fixed, non-performance-related remuneration. The remuneration of non-executive directors is periodically reviewed by the remuneration committee. The modifications proposed by the board of directors, as advised by the remuneration committee, are submitted to the general meeting for approval.
On the recommendation of the remuneration committee, the board of directors proposed on February 24, 2022 to adjust the remuneration of the directors as follows from the financial year 2022:
• Fixed remuneration for the directors: 50,000 euros
The other remuneration remains unchanged:
This proposal was approved at the ordinary general meeting of May 23, 2022.
With regards to the fact that Luc Bertrand was appointed chairman of the board of directors on May 23, 2016, succeeding Jacques Delen, and that, additionally, and in the interest of the group, he remained chairman of CFE, DEME Group and SIPEF, and remained a director of Delen Private Bank, Bank Van Breda, JM Finn, FinAx and Verdant Bioscience, the remuneration committee proposed to grant him a fixed and indexable remuneration of 350,000 euros per year with effect from June 1, 2016, as well as placing a company car at his disposal. This proposal was announced at the general meeting of May 23, 2016. For the sake of completeness, it should be noted that Luc Bertrand in 2022 also received a director's fee from SIPEF of 90,000 euros, half of which is handed over to Ackermans & van Haaren. Jacques Delen received, directly and indirectly, remuneration in 2022 in his capacity as chairman of the board of directors of Delen Private Bank, to the amount of 250,000 euros (including pension insurance) and has a company car at his disposal. He also received a director's fee from SIPEF in 2022 to the amount of 17,500 euros. The remuneration which SIPEF paid to Luc Bertrand and Jacques Delen is mentioned in SIPEF's annual report (Remuneration report - Remuneration of non-executive directors) for the financial year 2022.
All directors declared that they have invested, directly or indirectly, at least 10,000 euros in shares of the company.
Table 1 shows for each director the remuneration he/she is entitled to in respect
of his/her mandate during the financial year 2022. This remuneration will be paid after approval of the annual accounts by the general meeting, scheduled for May 22, 2023.
The remuneration paid to the members of the executive committee consists of the following components:
These components are evaluated each year in November by the remuneration committee and reviewed for compliance with market practices. This review is carried out based on public information (for example, the remuneration data disclosed in the annual reports of other comparable listed companies) and/or three-yearly salary studies. The adjustments proposed by the remuneration committee are then submitted to the board of directors for approval. The company strives to achieve an incentive mix of a market-based fixed remuneration on the one hand, and a combination of short-term incentives (STI) and long-term incentives (stock options) on the other.
The fixed remuneration for the members of the executive committee evolves according to their responsibilities and according to market developments.
The variable remuneration that is granted to the members of the executive committee is based on an objectively quantifiable performance criterion, namely the consolidated net result, measured over a period of one financial year. The variable remuneration is paid out in cash after the board of directors has established the consolidated net result of the previous financial year (i.e. at the end of March). Although this STI is calculated in function of the consolidated net result over one
year and may therefore be viewed prima facie as a short-term incentive, it should be borne in mind that, in its long-term strategy, AvH seeks recurring results and when considering new investments always looks at the undertaking's potential to generate value in the long term, year after year. Participations are coached over a long term by AvH's management, which prioritises long-term equity growth over short-term profit maximisation. In this light, non-recurring, accounting profits (such as remeasurement gains) are excluded from the calculation of the STI. For the second year in a row, 20% of this STI is made dependent on the results achieved for the proposed ESG parameters. The STI is capped at 1.5 times the fixed basic remuneration.
The group insurance scheme is of the 'defined contribution' type and covers the following risks: supplementary pension, death benefit, disability allowance, and orphan's pension. Both the company and the member of the executive committee in question contribute to the constitution of a reserve.
From 2023, AvH's contribution to the group insurance policy will be increased, in line with the benchmark.
The other benefits include the conventional benefits in kind, such as company car, smartphone and tablet computer, and hospitalisation insurance. The contributions to the hospitalisation policy are paid entirely by the company.
The stock options are discussed under 4.2.
The members of the executive committee confirmed that they hold at least 1,000 Ackermans & van Haaren shares, or will acquire them over a period of 5 years.
On the occasion of the appointment as co-CEO, the board of directors decided on June 23, 2022 to increase the fixed remuneration of the co-CEOs, to increase the STI of John-Eric Bertrand, and to increase the number of stock options.
Based on the benchmarking exercise, it was decided that the fixed remuneration and STI of the other executive committee members did not need to be adjusted, except for one member in line with the increased level of responsibility and the development of relevant competencies and skills.
| (€) | Fixed remuneration | Attendance fees(1) | ||||||
|---|---|---|---|---|---|---|---|---|
| Name | Chairman of the board of directors |
Director | Chairman of the audit committee |
Member of the audit committee |
Member of the remunerati on committee |
Board of directors |
Committees | Total remuneration |
| Luc Bertrand | 100,000 | 20,000 | 120,000 | |||||
| Alexia Bertrand(2) | 43,750 | 17,500 | 61,250 | |||||
| Marion Debruyne | 50,000 | 5,000 | 20,000 | 10,000 | 85,000 | |||
| Bart Deckers(3) | 25,000 | 1,250 | 10,000 | 2,500 | 38,750 | |||
| Jacques Delen | 50,000 | 20,000 | 70,000 | |||||
| Pierre Macharis(4) | 25,000 | 1,250 | 10,000 | 10,000 | 46,250 | |||
| Julien Pestiaux | 50,000 | 5,000 | 2,500 | 20,000 | 22,500 | 100,000 | ||
| Thierry van Baren | 50,000 | 20,000 | 70,000 | |||||
| Victoria Vandeputte | 50,000 | 2,500 | 20,000 | 12,500 | 85,000 | |||
| Frederic van Haaren | 50,000 | 20,000 | 70,000 | |||||
| Pierre Willaert | 50,000 | 10,000 | 20,000 | 10,000 | 90,000 | |||
| Total | 100,000 | 443,750 | 10,000 | 10,000 | 7,500 | 197,500 | 67,500 | 836,250 |
(1) An attendance fee of 2,500 euros is granted per participation in a meeting of the board of directors, the audit committee and/or the remuneration committee. In 2022, there were 8 board of directors meetings, 4 audit committee meetings and 5 remuneration committee meetings.
(2) Until November 2022: the time when Alexia Bertrand, further to her appointment as state secretary for Budget & Consumer Protection, relinquished all her directorships.
(3) As of May 23, 2022.
(4) Until May 23, 2022.
The LTI and the group insurance, however, have been increased for all members of the executive committee. This is in keeping with the aim of the board of directors to let the remuneration policy dovetail with AvH's long-term and sustainability goals. To ensure enduring commitment to the long-term performance, it was decided to increase the number of stock options offered (long-term incentive or LTI) to 10,000 options for the co-CEOs and to 7,500 for the other members of the executive committee.
The fixed remuneration, which in principle is indexed annually according to the health index, will be increased in 2023 by just 6%, considering that an indexation by 11% is not in proportion to the loss of purchasing power. The 5% shortfall will be spread over 2024-2025.
Stock options are granted annually under a stock option plan that was approved in 1999 by the board of directors, and that also serves as an incentive for persons other than members of the executive committee. The stock option plan was formulated in accordance with the provisions of the Act of March 26, 1999 concerning the 1998 Belgian Action Plan for Employment and containing various provisions.
The board of directors decides on the granting of stock options to members of the executive committee based on the recommendation of the remuneration committee. The granting of stock options is determined on the basis of the 2022 benchmarking and of the level of responsibility of the executive committee member in question. In accordance with applicable tax law, the members of the executive committee are taxed on the stock options that are granted.
The company does not offer the beneficiaries any hedging instruments against the risks associated with the stock options.
The stock options granted under the stock option plan have the following characteristics:
During 2022, no (non-exercised) stock options expired that were held by members of the executive committee.
The contracts with the members of the executive committee contain the usual clauses regarding remuneration (both fixed and variable), non-competition and confidentiality. The contracts are valid for a fixed term.
The members of the executive committee may unilaterally terminate their contract early subject to a notice period of 6 months. The company may unilaterally terminate the contract of these members subject to a notice period of between 18 and 24 months. For every new appointment of a member of the executive committee, the notice period upon termination by the company will be set at maximum 12 months.
The contracts between the company and the members of the executive committee also contain provisions regarding the criteria for granting variable remuneration, and give the company the right to claw back variable remuneration that was granted on the basis of incorrect financial information over the 5 previous financial years.
No severance packages or claw-back rights had to be exercised during the past financial year.
There were no deviations from the remuneration policy in effect during the past financial year.
Table 2 shows the average remuneration of the 5 members of the executive committee and the individual remuneration of the (co) CEO(s) for their mandate as (co) CEO. For John-Eric Bertrand and Piet Dejonghe, the fixed remuneration as co-CEO was paid on a pro rata basis from June 1, 2022.
| (€) | Fixed remuneration | Variable remuneration | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Name | remuneration Fixed |
(1) Benefits in kind |
Total | STI | long term value creation Exceptional bonus for |
LTI in the form of stock options(2) |
Total | Group insurance (fixed contribution paid by the company) |
Hospitalisation insurance |
remuneration Total |
Proportion of fixed total remuneration remuneration in |
Proportion of variable total remuneration remuneration in |
in fixed remuneration Proportion STI |
| Jan Suykens (CEO period) |
737,821 | 6,085 | 743,906 | 1,106,732 | 300,000 | 304,000 | 1,710,732 | 105,875 | 1,710 | 2,562,222 | 29% | 67% | 150% |
| John-Eric Bertrand (co-CEO) |
400,000 | 2,983 | 402,983 | 600,000 | 300,000 | 228,000 | 1,128,000 | 54,940 | 2,222 | 1,588,145 | 25% | 71% | 150% |
| Piet Dejonghe (co-CEO) |
600,000 | 6,386 | 606,386 | 900,000 | 300,000 | 266,000 | 1,466,000 | 117,074 | 1,378 | 2,190,838 | 28% | 67% | 150% |
| Other EC members - average |
362,112 | 4,541 | 366,653 | 518,181 | 140,000 | 212,800 | 870,981 | 55,449 | 2,246 | 1,295,329 | 28% | 67% | 143% |
(1) Benefits in kind: company car, smartphone, laptop, tablet computer.
(2) The market value of the stock options offered & accepted in 2022 was calculated according to the Black & Scholes method.
| Offer | Offer | Offer | Offer | Offer | Offer | Offer | Opening balance(1) |
Offer | Exercised | Closing balance |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Jan Suykens | |||||||||||
| 5/01/2015 | 4/01/2016 13/01/2017 12/01/2018 14/01/2019 13/01/2020 15/01/2021 | 1/01/2022 11/01/2022 01/12/2022 | |||||||||
| Options outstanding | 5,500 | 8,000 | 8,000 | 8,000 | 8,000 | 8,000 | 45,500 | 8,000(2) | -5,500(3) | ||
| Exercise price | € 100.23 | € 130.95 | € 128.30 | € 148.64 | € 132.52 | € 141.09 | € 124.67 | € 166.35 | |||
| Black & Scholes | € 14 | € 28 | € 26 | € 27 | € 25 | € 22 | € 27 | € 38 | |||
| Value based on Black & Scholes |
€ 75,680 | € 221,760 | € 205,600 | € 218,560 | € 199,360 | € 0 | € 212,720 | € 304,000 | |||
| Balance on 31/12/2022 | 48,000 |
| John-Eric Bertrand | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5/01/2015 | 4/01/2016 13/01/2017 12/01/2018 14/01/2019 13/01/2020 15/01/2021 | 1/01/2022 11/01/2022 01/12/2021 | |||||||||
| Options outstanding | 2,000 | 4,000 | 4,000 | 5,000 | 5,000 | 5,000 | 5,000 | 30,000 | 6,000(2) | -2,000(3) | |
| Exercise price | € 100.23 | € 130.95 | € 128.30 | € 148.64 | € 132.52 | € 141.09 | € 124.67 | € 166.35 | |||
| Black & Scholes | € 14 | € 28 | € 26 | € 27 | € 25 | € 22 | € 27 | € 38 | |||
| Value based on Black & Scholes |
€ 27,520 | € 110,880 | € 102,800 | € 136,600 | € 124,600 | € 112,150 | € 132,950 | € 228,000 | |||
| Balance on 31/12/2022 | 34,000 |
| Piet Dejonghe | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5/01/2015 | 4/01/2016 13/01/2017 12/01/2018 14/01/2019 13/01/2020 15/01/2021 | 1/01/2022 11/01/2022 03/01/2022 | |||||||||
| Options outstanding | 4,000 | 5,500 | 6,000 | 6,000 | 6,000 | 31,500 | 7,000(2) | -4,000(3) | |||
| Exercise price | € 100.23 | € 130.95 | € 128.30 | € 148.64 | € 132.52 | € 141.09 | € 124.67 | € 166.35 | |||
| Black & Scholes | € 14 | € 28 | € 26 | € 27 | € 25 | € 22 | € 27 | € 38 | |||
| Value based on Black & Scholes |
€ 55,040 | € 0 | € 141,350 | € 163,920 | € 149,520 | € 0 | € 159,540 | € 266,000 | |||
| Balance on 31/12/2022 | 34,500 |
| Offer | Offer | Offer | Offer | Offer | Offer | Offer | Opening balance(1) |
Offer | Exercised | Closing balance |
|
|---|---|---|---|---|---|---|---|---|---|---|---|
| Tom Bamelis | |||||||||||
| 5/01/2015 | 4/01/2016 13/01/2017 12/01/2018 14/01/2019 13/01/2020 15/01/2021 | 1/01/2022 11/01/2022 13/12/2022 | |||||||||
| Options outstanding | 4,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 34,000 | 6,000(2) | -4,000(3) | |
| Exercise price | € 100.23 | € 130.95 | € 128.30 | € 148.64 | € 132.52 | € 141.09 | € 124.67 | € 166.35 | |||
| Black & Scholes | € 14 | € 28 | € 26 | € 27 | € 25 | € 22 | € 27 | € 38 | |||
| Value based on Black & Scholes |
€ 55,040 | € 138,600 | € 128,500 | € 136,600 | € 124,600 | € 112,150 | € 132,950 | € 228,000 | |||
| Balance on 31/12/2022 | 36,000 |
| Piet Bevernage | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5/01/2015 | 4/01/2016 13/01/2017 12/01/2018 14/01/2019 13/01/2020 15/01/2021 | 1/01/2022 11/01/2022 06/12/2022 | |||||||||
| Options outstanding | 4,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 29,000 | 6,000(2) | -4,000(3) | ||
| Exercise price | € 100.23 | € 130.95 | € 128.30 | € 148.64 | € 132.52 | € 141.09 | € 124.67 | € 166.35 | |||
| Black & Scholes | € 14 | € 28 | € 26 | € 27 | € 25 | € 22 | € 27 | € 38 | |||
| Value based on Black & Scholes |
€ 55,040 | € 138,600 | € 128,500 | € 136,600 | € 124,600 | € 0 | € 132,950 | € 228,000 | |||
| Balance on 31/12/2022 | 31,000 |
| André-Xavier Cooreman | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 5/01/2015 | 4/01/2016 13/01/2017 12/01/2018 14/01/2019 13/01/2020 15/01/2021 | 1/01/2022 11/01/2022 06/12/2022 | |||||||||
| Options outstanding | 4,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 5,000 | 34,000 | 6,000(2) | -4,000(3) | |
| Exercise price | € 100.23 | € 130.95 | € 128.30 | € 148.64 | € 132.52 | € 141.09 | € 124.67 | € 166.35 | |||
| Black & Scholes | € 14 | € 28 | € 26 | € 27 | € 25 | € 22 | € 27 | € 38 | |||
| Value based on Black & Scholes |
€ 55,040 | € 138,600 | € 128,500 | € 136,600 | € 124,600 | € 112,150 | € 132,950 | € 228,000 | |||
| Balance on 31/12/2022 | 36,000 |
| 4/01/2016 13/01/2017 12/01/2018 14/01/2019 13/01/2020 15/01/2021 | 1/01/2022 11/01/2022 | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Options outstanding | 1,500 | 1,500 | 1,500 | 1,500 | 2,000 | 2,500 | 9,000 | 4,000(2) | |
| Exercise price | € 130.95 | € 128.30 | € 148.64 | € 132.52 | € 141.09 | € 124.67 | € 166.35 | ||
| Black & Scholes | € 28 | € 26 | € 27 | € 25 | € 22 | € 27 | € 38 | ||
| Value based on Black & Scholes |
€ 41,580 | € 38,550 | € 40,980 | € 37,380 | € 44,860 | € 66,475 | € 152,000 | ||
| Balance on 31/12/2022 | 13,000 |
Koen Janssen 5/01/2015 4/01/2016 13/01/2017 12/01/2018 14/01/2019 13/01/2020 15/01/2021 1/01/2022 11/01/2022 19/12/2022 Options outstanding 4,000 5,000 5,000 5,000 5,000 5,000 29,000 6,000(2) -4,000(3) Exercise price € 100.23 € 130.95 € 128.30 € 148.64 € 132.52 € 141.09 € 124.67 € 166.35 Black & Scholes € 14 € 28 € 26 € 27 € 25 € 22 € 27 € 38 Value based on Black & Scholes € 55,040 € 138,600 € 128,500 € 136,600 € 124,600 € 0 € 132,950 € 228,000 Balance on 31/12/2022 31,000
Definition of the terms used in Table 3:
(1) Opening balance: number of options held by the beneficiary on January 1, 2022 and not yet exercised in 2022
(2) Number of options offered: number of options offered and accepted in 2022
(3) Number of options exercised: number of options acquired during 2022 (following the expiry of the vesting period)
The fixed remuneration of the directors was increased in 2022 after a benchmarking exercise. Their remuneration had not changed since 2013. Table 1 gives an overview.
The average total fixed remuneration of the members of the executive committee decreased in 2022 by 8%. This is explained, on balance, by the reduction of the number of executive committee members from 8 to 7 (since June 1, 2022).
The average variable remuneration of the members of the executive committee increased by 58% as a result of the increase of the consolidated net result, which reached a record level thanks to the very good performance of the participations and the valuation of the underlying shares of the stock options granted. The increase is lower than the increase of the consolidated net result as a result of the changed composition of the committee and of the cap that has been set.
For 4 of the 7 members of the executive committee, the STI for 2022 was capped at the predetermined ceiling.
In the financial year 2022, 1,865,000 euros in exceptional bonuses were paid, including 1,600,000 euros to certain members of the executive committee for their contribution to the extraordinary capital gain realised on the sale of Anima and Manuchar.
Table 4 shows the evolution, in percentage terms, of the average of the total fixed and variable remuneration of the members of the executive committee, relative to the development of the consolidated net result and the stock market price.
As was mentioned earlier, a substantial part of the remuneration (notably the variable remuneration and the stock options) of the members of the executive committee is dependent on the evolution of the consolidated net result and on the development of the stock market price. These two parameters developed as follows in 2022 relative to 2021:
For financial year 2022, 80% of the STI was calculated on the basis of the consolidated net result and 20% on the basis of ESG performance.
As of December 31, 2022, the company employed 22 staff members. Their average fixed gross remuneration (excl. employer's contributions) was indexed in 2022 at 3.98% (indexation and sectoral agreement) supplemented with a CLA bonus of 277.22 euros. A number of staff members received a pay rise above indexation based on the benchmarking exercise and their personal performance. A number of experienced staff members joined the team. As a result, the salaries increased on average by 6.6%. For staff members, AvH adopts a categorised profit-sharing bonus plan, in the context of which the board of directors decides each year whether or not to pay a share of the profit to the staff. The two categorisation criteria are job title and length of service. The board of directors decides each year on the application of a profit-sharing bonus plan and its terms and conditions. The maximum ratio between highest and lowest profit-sharing bonus is 1 to 10. In view of the extraordinary results of 2022, the range for 2022 is 4,025 euros to 40,250 euros.
In 2022 the average variable remuneration of the staff increased by 17.9% as a result of a 15% increase of the range, increased length of service and one extraordinary bonus. Table 5 shows the evolution, in percentage terms, of the average total fixed and variable remuneration of the staff, relative to the development of the consolidated net result and the stock market price.
The ratio between the average fixed remuneration of the members of the executive committee and that of the staff of the company is 1 to 4.4 on the basis of the following data:
| (€) | 2018 | 2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|---|
| Fixed remuneration | 374,039 (+4.4%) | 415,570 (+11.1%) | 418,902 (+0.8%) | 428,931 (+2.4%) | 394,681 (-8.0%) |
| Variable remuneration(1) | 478,672 (-2.4%) | 702,384 (+46.7%) | 316,477 (-54.9%) | 623,361 (+97.0%) | 992,700 (+59.2%) |
| Consolidated net result (000) | 289,639 (-4.3%) | 394,900 (+36.3%) | 229,791 (-41.8%) | 406,814 (+77.0%) | 708,655 (+74.2%) |
| Stock market price on 31/12 | 131.8 (-9.6%) | 141.6 (+7.4%) | 124.5 (-12.1%) | 168.7 (+35.5%) | 160.2 (-5.0%) |
| (€) | 2018 | 2019 | 2020 | 2021 | 2022 |
|---|---|---|---|---|---|
| Fixed remuneration | 69,400 (-3.2%) | 74,109 (+6.8%) | 80,577 (+8.7%) | 83,257 (+3.3%) | 88,767 (+6.6%) |
| Variable remuneration(1) | 9,511 (+31.2%) | 9,908 (+4.2%) | 11,809 (+19.2%) | 14,926 (+26.4%) | 17,594 (+17.9%) |
| Consolidated net result (000) | 289,639 (-4.3%) | 394,900 (+36.3%) | 229,791 (-41.8%) | 406,814 (+77.0%) | 708,655 (+74.2%) |
| Stock market price on 31/12 | 131.8 (-9.6%) | 141.6 (+7.4%) | 124.5 (-12.1%) | 168.7 (+35.5%) | 160.2 (-5.0%) |
(1) 'Variable remuneration' means the average of the STI + the stock options offered and accepted for that year calculated according to the Black & Scholes method + exceptional bonus.
(2) 'Variable remuneration' includes here the profit-sharing bonus and extraordinary gross bonuses. The options offered to certain staff members are excluded from this calculation.
The ratio between the fixed remuneration of the highest remuneration and the lowest staff salary is 1 to 15.43.
Given the limited size of the group, a number of job levels have been combined to ensure individual discretion.
The difference in remuneration across the three groups is non-existant in 1 of the 3 cases, deviates negatively for women in 1 of the36 cases, and negatively for men in 1 of the 3 cases.
These two differences are entirely in line with the remuneration policy, which says that the fixed remuneration evolves towards the chosen market position. If the fixed remuneration has not yet reached the level of the chosen market position, the fixed remuneration will grow towards that point in so far as the individual concerned also evolves in terms of taking responsibility and the development of relevant competencies and skills.
Table 6 shows the pay gap, in percentage terms, between the fixed remuneration of men and women.
| (€) | Women | Men | % delta M/W |
|---|---|---|---|
| co-CEO | n.a. | 500k | n.a. |
| EC & directors | 228k | 307k | -26% |
| Management | 138k | 121k | 14% |
| Staff & support | 71k | 71k | 0% |
In accordance with Art. 3:32, §2 of the Code of Companies and Associations, the annual report must include a Statement of Non-financial Information. This statement is included in the next chapter of this annual report, of which it is an integral part.
On behalf of the board of directors, March 22, 2023
Luc Bertrand Chairman of the board of directors
Executive committee

the executive committee
Piet Dejonghe co-CEO - co-Chairman of the executive committee

Member of the executive committee - CFO

committee - Secretary-general

André-Xavier Cooreman Member of the executive committee
Staff members

An Herremans Member of the executive committee

Koen Janssen Member of the executive committee
Isabelle Bernaerts Management assistant

Ann Bex Management assistant

Patricia Bielen Management assistant

Peter Florus Tax officer

Hilde Haems Chief Human Capital Officer


Heleen Boonen(1) Legal counsel

Sarah Franssens Management assistant

Ivo Berckmoes

Michaëla Goelen Office manager


Sonja Goossens Personnel administration

Hilde Delabie Senior group controller

Nele Govaert Legal counsel

Miro Halfon(1) Management assistant


Investment manager - Group controller

Gilles Huyghebaert Group controller

Yuliya Leysen(1) Reception

Lydie Makiadi Management assistant

Ans Matthysen Accountant

Iris Meirlaen Paralegal

Servaas Michielssens Investment manager

Brigitte Stockman Management assistant

Jeroen Vangindertael Investment manager


Maintenance

Jens Van Nieuwenborgh Investment director

Analyst
Bart Vercauteren Head of ESG
Jan Suykens Senior advisor

Filip Portael IT consultant

Thomas Ternest Investment director

Katia Waegemans Communication manager

Hari Rajmohan Investment manager
Petra Van de Velde Management assistant

Julie Wouters Investment associate


This chapter contains the statement regarding non-financial information of Ackermans & van Haaren ('AvH') in accordance with Article 3:32 §2 of the Companies and Associations Code and relates to the financial year closed on December 31, 2022.
Ackermans & van Haaren positions itself as the long-term partner of choice of family businesses and management teams to help build high-performing market leaders and contribute to a more sustainable world.
To realise that mission, we rely upon deep-rooted family values: entrepreneurship, respect for people and environment and long-term vision. These values make up the DNA of AvH and reflect our ESG ambitions. We want to achieve structurally growing results in the area of environment (E - environment) and social relations (S - social) through sound policies, well-developed processes and good governance (G - governance).
The evolution of our key figures clearly shows that we are succeeding. They show that our focus and extra efforts in the area of, for example, renewable energy, circular and environmentally friendly construction processes and buildings, sustainable food and sustainable investment policy for banking clients are now more than ever paying off.
We integrate our ESG vision in all our activities. We actively implement it in our responsible investment policy and as a responsible and active partner. Our ESG approach systematically incorporates environmental and social aspects by taking into consideration the impact of environmental factors on our businesses as well as the impact of our businesses on their environment ('double materiality').
We make adjustments where necessary so that we are better able to manage risks and take advantage of opportunities. In this way, we guide companies specifically towards better ESG performance.
We are strongly aware of our exemplary role in this process. Therefore we also apply the ESG principles to our own activity as a sustainable company. Accordingly, business ethics, corporate governance processes, solvency and profitability receive as much attention as, for example, talent development within a diversified team of staff members.
In 2022, we worked together with our participations on the most material ESG topics. These are ESG areas that potentially have a major impact on the corporate strategy of the participations, and indirectly on AvH as well. Together with the management teams we examined how they might align their ESG policy even better to their corporate strategy. We asked them to think about how to make their talent management future-proof. For the participations with significant CO2 emission levels, their action plans were reviewed in order to structurally reduce the emissions. Certain policies, charters and visions were further formalised. Training programmes were started up or rolled out. Priority was also given to data collection. Targeted analyses and actions can only be worked out with good quality data. For that reason, data collection, implementation of EU Taxonomy legislation and the introduction of reporting tools were given due attention.

co-CEO
"The recent geopolitical developments and global warming have shown that our focus on ecologically responsible activities such as renewable energy and attention to talent and risk management are more than ever paying off."

Luc Bertrand Chairman of the board of directors
"As a partner for sustainable growth of family businesses and management teams, Ackermans & van Haaren wants to help develop sustainable solutions to global challenges in order to make its companies future-proof. For 145 years now, AvH has been working to create value for future generations, based on a long-term vision."
The right corporate culture is key to getting the ESG visions integrated in the daily activities. Important steps have been taken in that respect in recent years.
We at AvH want to help anchor those efforts. That is why every year we organise sessions in which we emphasise the necessity of a strategic dimension. Those actions can then lead to solidly argued discussions on the boards of directors of the participations.
At portfolio level, AvH was able to make progress on all essential indicators in 2022. More than 80% of the portfolio meets our priority ESG criteria. Those positive results prompted us to set additional goals. We want at least 80% of the assets in our portfolio to have a CO2 ambition and reduction plan by 2025.
We follow up the ESG performance of 4 participations as a priority and continue to support all participations so that we can maintain or even improve the current ESG results.
We also made progress as a sustainable company, not least in the area of talent development and formalisation of processes. As a result, our Sustainalytics rating improved to 9.0. This put us among the leaders of the 'Multi-Sector Holdings'. We obtained a 4/5 star rating from UN PRI. In 2022 we started up interaction with CDP, the Carbon Disclosure Project which is meant to be the industry standard in environmental reporting. These ratings represent an external validation of AvH's ESG efforts, and we intend to remain committed to those efforts in 2023 as well. AvH is also included in the BEL ESG Index that was launched by Euronext in February 2023. This new sustainability index monitors the 20 Brussels-listed companies with the best ESG practices.
Although we are living in very challenging and uncertain times, our participations continued to demonstrate their resilience in 2022. This shows that a structural ESG policy makes sense. In 2023, together with our participations, we will keep focusing on the material ESG topics to ensure that our companies remain resilient and further develop sustainability within their organisations. Those topics include attracting and training talent, making production processes more energy-efficient, paying special attention to cybersecurity and preparing the group for the new ESG reporting standards. Where relevant, AvH will also devote attention to various initiatives being launched by different governments in the United States and Europe.
There is a clear positive trend in the ESG performance of AvH and our participations. We would therefore like to thank all the teams who contributed to this during

Piet Dejonghe co-CEO
"We support all our companies in their transition for their relevant ESG challenges. Examples include making business processes more energy-efficient and preparing the group for new ESG reporting standards."
the past year and who wish to keep building on this achievement with us in the coming years.
AvH's ESG approach is explained in more detail in this ESG chapter. The overview below serves as a guide through the report.

The relative weighting of the various business segments in the assets under management (expressed as a percentage of the consolidated shareholders' equity of the group) and the ESG highlights or characteristics within its segments and participations are shown below.


91% of consolidated shareholders' equity has an ESG policy
(as a % of the consolidated shareholders' equity of AvH)
The participations were asked to map their ESG policies to the SDGs. The result of this mapping across the portfolio is shown below. In particular SDGs 3 (Good Health and Well-being), 8 (Decent Work and Economic growth), 9 (Industry, Innovation and Infrastructure), 12 (Responsible Consumption and Production), 13 (Climate Action), and 16 (Peace, Justice and Strong Institutions) are given due consideration.

AvH wants to focus strategically on sustainable value creation. Therefore it focuses on its core KPIs for which a target has been defined. AvH seeks, on the one hand, to preserve what has already been accomplished in previous years and, on the other hand, to fine-tune its policy each year by adding new priorities and focusing on what has a material and strategic impact. It chooses to define realistic targets rather than make ambitious statements without being able to exercise proper
control over them. Focus lies on taking the right actions within a feasible scope and making progress on those actions together with the participations.
The summary tables below use the relevant material topics as a basis. The materiality exercise and the methodology used to determine these topics are explained in section 7 AvH's ESG policy and methodology.
| Pillar | AvH material topics |
Long-term goals |
Highlights 2022 |
Action plan 2023 |
SDG impact |
|
|---|---|---|---|---|---|---|
| Responsible investor 1 |
Financial resilience and long-term return |
Value creation > 10%/year(1) |
Value creation > 10% despite difficult economic times |
|||
| Net cash position: positive |
Net cash position: 499 million euros |
|||||
| Responsible investment policy |
Obtaining relevant ESG ratings and assessments |
Sustainalytics ratings: 9.0 (negligible risk) UN PRI: 4/5 stars CDP: C rating |
Addition of other relevant ESG rating and assessment (a.o. inclusion in BEL ESG Index) |
|||
| ESG part of investment |
100% ESG screening of investments |
|||||
| decision | 96% of investment team received ESG training |
|||||
| Business ethics | Business ethics part of corporate governance |
AvH Integrity Code updated |
Continuation of integrity training of investment team (AvH Academy) |
|||
| (1) Growth of shareholders' equity plus dividends paid (CAGR measured over a 10-year period). |
| Pillar | AvH material topics |
goals | Long-term | Highlights 2022 |
Action plan 2023 |
SDG impact |
|---|---|---|---|---|---|---|
| Responsible ownership |
ESG policy > 80% of portfolio |
91% of portfolio has an ESG policy |
Action plan on material ESG topics is discussed each year by board of directors of participations: > 80% of portfolio |
|||
| ESG strategic session for ESG material participations |
Supporting participations with the rollout of new EU Sustainability Reporting Standards (ESRS) |
|||||
| CO2 ambition and reduction plan 2030 > 80% of portfolio (new) in 2025 |
50% of portfolio has a CO2 ambition and reduction plan 2030 |
Monitoring of CO2 reduction plans at participations with high emissions, as well as at portfolio level |
||||
| 1.2 million tonnes of CO2 equivalents scope 3 emissions linked to investment portfolio (93% of portfolio)(1) |
||||||
| SBTi testing of reduction plans of largest emitters (98% of emissions of portfolio)(2) |
||||||
| Responsible and active partner |
Rollout EU Taxo nomy |
EU Taxonomy: 21% of turnover aligned, 47% of capex aligned |
Monitoring of participations in rollout EU Taxonomy |
|||
| Corporate governance |
Corporate gover nance charter > 80% of portfolio |
98% of portfolio has a corporate governance charter |
||||
| Audit and/or risk committee > 80% of portfolio |
96% of portfolio has an audit and/or risk com mittee |
|||||
| Remuneration committee > 80% of portfolio |
99% of portfolio has a remuneration committee |
Fine-tuning of role of remuneration committees of participations regarding talent management |
||||
| Business ethics | Integrity policy > 80% of portfolio |
97% of portfolio has an integrity code |
Monitoring of relevant action plan with participations |
|||
| 2 | Talent development | Development ma nagement teams at participations |
Together with several par ticipations, work was done on making their talent management and diversity future-proof. |
Continuation of workshops for CEOs and/ or members of management teams |
||
| 4 workshops for further development for CEOs and/or management team members |
||||||
| Innovation | Innovation policy > 80% of portfolio |
84% of portfolio has an innovation policy |
Supporting participations with defining an innovation policy |
|||
| Workshop on data-driven organisation |
||||||
| (1) Scope 3 emissions relating to the investment portfolio include scope 1 & 2 emissions of its participations with the largest CO2 percentage. The CO2 |
footprint of the participations of the Growth Capital segment will be completed in the next years. The coverage in 2022 was 93% of the consolidated shareholders' equity. | footprint, as known on the date of publication and weighted according to the shareholding |
(1) Scope 3 emissions relating to the investment portfolio include scope 1 & 2 emissions of its participations with the largest CO2 footprint, as known on the date of publication and weighted according to the shareholding percentage. The CO2 footprint of the participations of the Growth Capital segment will be completed in the next years. The coverage in 2022 was 93% of the consolidated shareholders' equity. (2) SBTi (Science Based Targets initiative): an initiative that defines best practices in the area of CO2 reduction and targets in line with the goals of the Paris Climate Agreement.
| Pillar | AvH material topics |
Long-term goals |
Highlights 2022 |
Action plan 2023 |
SDG impact |
|
|---|---|---|---|---|---|---|
| Sustainable company 3 |
Talent development | AvH as top employer |
Survey on well-being and employee engagement |
Baseline measurement well-being and action plan |
||
| Average 19.8 years of relevant experience per person |
||||||
| 3% employee turnover (excl. intra-group and reti rement, average 3 years) |
||||||
| 100% employees with performance review |
||||||
| AvH staff members receive > 5 days training/year |
8.3 days | Rollout of AvH Academy | ||||
| CO2 emissions of AvH as an investment company |
30% reduction in 2030 (scope 1 and 2 - base year 2022) (new) |
259 tonnes of CO2 equivalents scope 1 and 2 emissions |
Rollout of AvH CO2 reduction plan |
|||

| AvH material topics |
Goal | KPI | Trend | 2022 | 2021 | 2020 | SDG impact |
|
|---|---|---|---|---|---|---|---|---|
| Financial resilience and long-term return |
10% | Value creation - Growth of shareholders' equity(1) |
10.3% | 9.4% | 9.4% | |||
| Positive | Net cash position | 499 million euros |
78 million euros |
68 million euros |
||||
| Responsible investment policy |
Obtaining relevant ESG ratings |
Sustainalytics | Negligible risk (9.0) |
Low risk (12.5) |
Low risk (15.9) |
|||
| UN PRI | New | 4/5 stars | - | - | ||||
| CDP | New | C rating | - | - | ||||
| ESG part of investment decision |
Sector exclusion policy | Informal | Informal | |||||
| ESG screening of new invest ments |
100% | 100% | Since Sept. | |||||
| ESG training of investment team | 96% | 91% | ||||||
| Business ethics | Business ethics part of corporate governance |
Integrity policy | Updated |
(1) Growth of shareholders' equity plus dividends paid (CAGR 2012-2022, 2011-2021, 2010-2020).
AvH integrates ESG in its investment processes and decisions by analysing the ESG risks and opportunities. In this process, it applies the double materiality principle by assessing both the impact of environmental factors on businesses and the impact of businesses on their environment. AvH wants to focus on the relevant material topics together with the partners in those businesses. AvH does not confine itself to sustainable companies, but supports the transition of companies in sectors facing specific ESG challenges. AvH also wants to be active in various sectors contributing to environmental and social challenges. AvH wants to make a difference in terms of ESG by helping companies to become best-in-class in that respect.
With this model, AvH wants to systematically accomplish a good management of environmental and social aspects. Where there are risks, action plans are formulated to mitigate those risks. In this way, AvH differentiates itself from 'impact or thematic investors', which primarily investigate investment opportunities where they want to make great progress on a particular ESG topic.
Long-term value creation
| Value creation | 10.3% growth of shareholders' equity (CAGR over a 10-year period) |
|---|---|
| Net cash position | 499 million euros |
AvH monitors its value creation and sees herein confirmation that AvH's performance goes hand in hand with the ESG policy that has been defined. AvH tracks this on the basis of the growth of the shareholders' equity (including dividends paid) over a 10-year period since it employs a long-term horizon across the economic cycle.
AvH seeks to achieve a positive net cash position. Partly thanks to the sale of Manuchar and Anima, the net cash position increased by 421 million euros. In addition, AvH has 280 million euros in confirmed credit lines from several banks with which it has a long-term partnership. AvH therefore has ample resources at its disposal to invest in its existing participations to support their growth, and also in new promising, sustainable and innovative companies.

André-Xavier Cooreman Member of the executive committee - responsible for AvH's ESG policy
"By reflecting strategically with the participations on their ESG challenges, we take our role as responsible and active partner seriously. Corporate governance and innovation, for example, are important levers in defining CO2 ambitions and reduction plans."

The ESG rating agencies seem to appreciate AvH's ESG philosophy and priorities. In line with its objective of committing to ESG ratings that are relevant to an investment company, AvH actively works with Sustainalytics and UN PRI. In 2022, AvH interacted with CDP for the first time. Other ESG ratings may be added in the future.
In 2022, AvH was able to further improve its good ESG rating at Sustainalytics from 12.5 in 2021 to 9.0. As a result, AvH now falls into the 'negligible' risk category. Sustainalytics' risk ratings range from 0 to 40+ and are categorised across five risk levels: 'negligible', 'low', 'medium', 'high' and 'severe'. The lower the score, the less risk. AvH's risk rating relative to its peers in the 'Multi-Sector Holdings' category is very good. On the day of its rating (end of July 2022), AvH belonged to the upper quartile (12th percentile) of its sector peers, according to Sustainalytics.
AvH is also included in the BEL® ESG Index that was launched by Euronext in February 2023. This new sustainability index monitors the 20 Brussels-listed companies with the best ESG practices.
The UN Principles for Responsible Investment (UN PRI) is a framework of the United Nations that oversees the integration of ESG in investment decisions and the active involvement in participations. AvH formally subscribed to the principles of UN PRI in 2020. In 2022, AvH was awarded a rating of 4 out of 5 stars. The principles that are implemented are the following:
| ESG rating | 2022 rating | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Severe risk |
High risk |
Medium risk |
risk | Negligible | ||||||
| Investment and Stewardship policy |
'Direct - Private equity' | |||||||||
| D- | D | C- | C | B- | B | A |


Bart Vercauteren Head of ESG
• Reporting annually on the activities and the progress made "In 2022, AvH obtained a Sustainalytics rating of 9.0. This corresponds to a negligible risk. For the third year in a row, AvH has improved its ESG risk rating to one of the best in comparison to other 'Multi-Sector Holdings'."
AvH interacted with CDP more actively in 2022. It obtained a C rating. CDP runs a global environmental information system to measure and manage risks and opportunities with regard to climate change, water management and deforestation. The CDP rating and data are used by financial institutions, investors, rating agencies and benchmark providers in their assessment of non-financial information. With the first time it took part, AvH wanted to learn how to support its (listed) participations in connection with CDP.
AvH oversees that the composition of its portfolio evolves in line with long-term challenges. This means that investments are reviewed in terms of:
ESG is integrated in every stage of the investment cycle. ESG aspects are included in the assessment of investment opportunities. The outcome of the ESG screening is discussed with the management and incorporated in an action plan. AvH strives for a best-in-class position in the sectors in which AvH is active. Each company, however, defines its own ESG policy, with AvH acting as a partner and providing (pro)active input on relevant ESG challenges for the company and the sector in which the company is active. What this means in practice is determined for each individual company and is based on a sector-relevant standard, index or benchmark. This analysis may also lead to divestments from companies.
Rather than excluding many sectors, AvH believes in active and responsible engagement in sectors facing specific ESG challenges. AvH prefers to influence those companies positively in the long term and to mitigate the negative aspects of those sectors. As a result, the number of 'hard exclusions' is confined to 6 sectors. AvH formalised this policy in 2022 and commits not to invest in the following activities:
Adherence to the exclusion policy by the existing participations will be regularly monitored with those exclusions in mind.
AvH has developed an internal guideline to support investment teams in the performance of their ESG analysis when assessing new investments or at existing participations that are confronted with specific ESG challenges.
ESG is integrated in all stages of the investment cycle based on the UN PRI framework. The overview below summarises AvH's responsible investment policy.
Assessment of ESG risks and opportunities
Engagement and active support
Focused ESG plans in the participations
ESG as lever for value creation
• Description of ESG policy as part of documentation in data room
| 100% | of investments underwent ESG due diligence |
|---|---|
| 96% | of investment team received ESG training |
The performance of an ESG due diligence enables AvH to anticipate risks and to re spond to opportunities. AvH performs an ESG due diligence on all potential in vestments. ESG is included in the investment memos that summarises the analyses and results of the screening and serves as a basis for arriving at an investment decision.
After an initial due diligence that takes into account the sector, the business model and the geographical distribution, a more detailed assessment is made of identified risks and opportunities. Where relevant, the internal due diligence is supplemented with an ESG due diligence performed by an external party.
ESG priorities, action plan and goals are reviewed for each investment opportunity. Depending on the investment opportunity and the sector in which it is active, the following topics may be covered in the ESG screening:
In 2022 the investment team received a refresher course on the use of the inter national reference model SASB (Sustainability Accounting Standards Board) as the basis for an ESG screening. 96% of the investment team attended the training in 2022.
If investments are made through funds, the exclusion policy and the screening and monitoring procedures used by the fund manager are examined before entry in the fund.
• Integrity policy
Update of AvH's integrity code
The AvH integrity code was updated in 2022 and contains the ethical stand ards for AvH's staff and the members of the board of directors. The code offers guidelines for the investment team when making investment decisions. Members of the investment team are expected to consider whether (group) companies act in accordance with the applicable international standards and treaties with regard to human rights, environment, anti-corruption, and working conditions. Where the applicable rules are breached, companies are urged to set targets and measures to ensure compliance within a reasonable time frame.
Companies are encouraged to adopt their own tailor-made integrity code and to accompany it with a policy of targeted actions.
The integrity code is inspired by the 10 key principles of the 'UN Global Compact' that are derived from the Universal Declaration of Human Rights (1948), the In ternational Labour Organisation (ILO) Declaration on Fundamental Principles and Rights at Work (1998), the Rio Declaration on Environment and Development (1992) and the United Nations Convention against Corruption (2003).
Staff members and directors are required to confirm each year that they know, understand and will comply with the integrity code and the dealing code (part of the corporate governance charter). As part of the AvH Academy, training courses were given in 2022, and follow-up training is planned for 2023.
| AvH material topics |
Goal | KPI | Trend | 2022 | 2021 | 2020 | SDG impact |
|||
|---|---|---|---|---|---|---|---|---|---|---|
| Responsible | ESG policy | |||||||||
| ownership | > 80% of portfolio |
ESG policy(1) | 91% | 91% | 86% | |||||
| CO2 emissions investment portfolio |
||||||||||
| Scope 3 emissions - investment portfolio equivalents)(2) (tonnes of CO2 |
1.2 | 1.2 | 1.1 | |||||||
| Scope 3 emissions - investment portfolio)(1) |
93% | 89% | 90% | |||||||
| > 80% of portfolio (in 2025) |
CO2 ambition and reduction plan(1) |
New | 50% | |||||||
| EU Taxonomy(3) | ||||||||||
| % eligible turnover EU Taxonomy |
43% | 46% | ||||||||
| % aligned turnover EU Taxonomy |
21% | 15% | ||||||||
| % eligible capex EU Taxonomy | 56% | 39% | ||||||||
| % aligned capex EU Taxonomy | 47% | 25% | ||||||||
| % eligible opex EU Taxonomy(4) | - | - | ||||||||
| % aligned opex EU Taxonomy(4) | - | - | ||||||||
| Innovation | > 80% of portfolio |
Innovation policy(1) | 84% | 77% | 72% | |||||
| Corporate governance |
> 80% of portfolio |
Corporate governance charter(1) |
98% | 96% | 85% | |||||
| Audit and/or risk committee(1) |
96% | 96% | 94% | |||||||
| Remuneration committee(1) | 99% | 94% | ||||||||
| Business ethics | > 80% of portfolio |
Integrity code(1) | 97% | 92% | 85% |
(1) Expressed as a % of the consolidated shareholders' equity of AvH.
(2) Scope 3 emissions relating to the investment portfolio include scope 1 & 2 emissions of its participations with the largest CO2 footprint, as known on the date of publication and weighted according to the shareholding percentage. The CO2 footprint of the participations of the Growth Capital segment will be completed in the next years.
(3) The proposed EU Taxonomy template includes ratios relevant for non-financial institutions.
(4) The opex as defined in scope of the EU Taxonomy includes a restrictive list of non-capitalised costs. As the participations prepare their financial statements on the basis of IFRS, these are largely already included in the capex.
In its role as a responsible and active partner, AvH interprets ESG in a broad way. The aspects which for AvH fall under ESG are listed opposite and on the next page, along with the objective that AvH pursues.
domains that promote sustainable growth, such as assessing innovative product/ market combinations, digitising or improving operational processes, or looking for new partnerships (e.g. with universities, governments, customers or suppliers).
In its role as a responsible and active partner, AvH applies the following principles to achieve progress and get the right focus at the companies in its portfolio:
78% of portfolio received individual ESG strategic sessions
Focusing on material topics and discussing the status and action plan at the level of the board of directors are important tools to roll out an ESG policy. In preparation for the debates of the board of directors, the participations are actively involved throughout the year.
As in previous years, an ESG strategic session per company was set up for the 4 ESG material participations (DEME, Delen Private Bank, Bank Van Breda, SIPEF)

Luc Bertrand Chairman of the board of directors
"As a proactive and long-term investor, AvH seeks to be involved at the level of the board of directors of its companies in portfolio. In this way, AvH participates in the formulation and supervision of the strategic policy."
as well as for the previous ESG material participations (CFE and Nextensa). This session is attended by the investment managers (who sit on the board of directors of the participation), the ESG teams, and members of the executive committees. The purpose of this ESG strategic session is to evaluate the ESG policy and status, to identify the material topics, and to discuss relevant action plans for the coming years. This session serves as preparation for the discussion by the board of directors.
| 91% | of portfolio has an ESG policy |
|---|---|
| 98% | of portfolio has a corporate governance charter |
| 96% | of portfolio has an audit and/or risk committee |
| 99% | of portfolio has a remuneration committee |
| 97% | of portfolio has an integrity code |
For the other participations, annual workshops are organised to explain AvH's ESG approach and principles. The participations are asked to complete an ESG questionnaire each year. One-on-one sessions are organised on request. The investment managers review the status and progress each year on the basis of this ESG questionnaire. All participations are asked to present the ESG questionnaire to the board of directors and/or the audit committee for the purpose of ESG monitoring.
The multidisciplinary AvH team also provides support to the participations in specific areas such as ESG policy, innovation policy, HR policy, corporate governance and risk management.
| Support | Environment | Social | Corporate governance & risk management |
Innovation | |
|---|---|---|---|---|---|
| Knowledge sharing between participations |
ESG workshops for the 4 ESG material participations and the 2 previous ESG material participations |
CEO sounding boards HR sounding boards |
Session on new contract law | Session on data analytics and management |
|
| Sector-specific ESG workshops (real estate and financial sector) |
Session on making talent management and diversity future-proof (95% of the portfolio participated) |
||||
| Support of management teams |
Strategic implementation of ESG based on materiality |
Sounding board on organisational structure, development of management |
Sounding board on corporate governance and business |
Network innovation managers |
|
| Screening of CO2 reduction plans of the largest emitters |
teams and inclusive organisations | ethics | |||
| Interpretation of the EU Taxonomy and support tools |
| 50% | of portfolio has CO2 ambition and reduction plan for 2030 |
|---|---|
| 1.2 mio | tonnes of CO2 equivalents scope 3 emissions - investment portfolio (coverage 93% of portfolio) |
| 98% | emissions of investment portfolio was SBTi tested |
Climate change and the necessary transition to a low-carbon economy have an impact on how sustainable growth should be implemented. An increase of turnover often comes with an increase of CO2 emissions, even if this turnover contributes to the solution of climate change or the intensity of the activities in that area decreases. The current supply chain disruptions are also causing a temporary increase of CO2 emissions.
AvH reports on two levels:
For an investment company, the emissions of the investment portfolio (see table below) are the main scope 3 component. This includes the scope 1 and 2 emissions of the companies in portfolio, weighted at the shareholding percentage. AvH considers reporting as an investment company more relevant than that according to the accounting perimeter. The completeness of the CO2 footprint of the investment portfolio reported to AvH increased further in 2022 to a coverage of 93% of the portfolio. The CO2 footprint of the investment portfolio remained stable in 2022 relative to 2021 despite the fact that the turnover increased by 7%(2) in 2022 relative to 2021. The increase at SAGAR is due to its growth and the CO2 intensity is closely monitored. As a result of the COVID-19 pandemic, fewer alternative fuels were available in India. The decrease at DEME is attributable to a change in the activity mix, as a result of which the footprint is back in line with that of 2020.
The CO2 footprint of the investment portfolio includes the core sectors, as well as Growth Capital participations that are potentially active in CO2 intensive industries.
The data for smaller participations are often not yet available or not determined in a uniform manner. As far as is known, this would have no material impact at AvH level. Nevertheless, AvH encourages those participations to start up or to fine-tune those measurements so that they can be integrated in the future reporting. As soon as the data and the underlying methodology are properly understood, the participations can start to prepare an action plan that, where possible, is in line with the climate goals of the Paris Agreement (inspired by the Science Based Targets - SBTi).
The participations are actively supported, where relevant, to decrease the emission levels. In 2022, the CO2 ambitions and action plans of the largest emitters, which account for 98% of the emissions of the investment portfolio, were challenged. AvH adopts a 'fit for purpose' approach to find out to what extent the CO2 ambitions and action plans accord with the Science Based Targets initiative, sector-specific transition pathways (e.g. 1.5 degrees and 2 degrees scenarios in the Paris Climate Agreement) and emission intensity. With this, AvH aims to achieve an absolute emission reduction.
(2) Proforma turnover excluding Manuchar and Anima
| CO2 emissions of AvH investment portfolio (scope 3 in tonnes of CO2 equivalents) |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | ||||||||
| CO2 absolute emissions |
Shareholding percentage |
CO2 emissions weighted at the shareholding percentage ('share AvH') |
CO2 absolute emissions |
Shareholding percentage |
CO2 emissions weighted at the shareholding percentage ('share AvH') |
CO2 absolute emissions |
Shareholding percentage |
CO2 emissions weighted at the shareholding percentage ('share AvH') |
||
| 2,486,023 | 20% | 488,255(1) | 1,929,030 | 22% | 421,493(1) | 2,104,753 | 22% | 459,889(1) | ||
| 653,000 | 62% | 405,643 | 832,800 | 62% | 517,169 | 660,000 | 62% | 409,860 | ||
| 608,769 | 37% | 224,088 | 681,768 | 35% | 239,505 | 605,241 | 35% | 209,898 | ||
| 15,309 | 62% | 9,510 | 16,489 | 62% | 10,240 | 17,684 | 62% | 10,982 | ||
| 40,752 | 22% | 8,859 | 35,565 | 22% | 7,731 | |||||
| 1,361 | 79% | 1,072 | 1,713 | 79% | 1,348 | 1,396 | 79% | 1,099 | ||
| 1,470 | 79% | 1,158 | 1,388 | 79% | 1,093 | 1,681 | 79% | 1,324 | ||
| Andere | 8,165 | 4,905 | 17,654 | 3,380 | 14,493 | 2,856 | ||||
| Scope 3 emissions - participations |
1,143,749 | 1,202,189 | 1,096,129 |
(1) Sagar's CO2 footprint for 2022 is based on Sagar's accounting year 2021/2022. The CO2 footprint for 2021 is based on Sagar's accounting year 2020/2021. The CO2 footprint for 2020 is based on Sagar's accounting year 2019/2020.
Sagar Cements has developed an ESG vision and roadmap with 13 domains and has set targets for 2030 and 2050. In the area of CO2 emissions, Sagar has prepared an ambitious reduction plan with the aim of attaining net zero by 2050 (subject to availability of the necessary technology) and of achieving a 26% reduction of CO2 intensity by 2030 in line with SBTi 1.5°C.
| 21% | turnover aligned |
|---|---|
| 47% | capex aligned |
The EU Taxonomy aims to achieve the transformation to a low-carbon economy through generally accepted definitions and reporting methods for 'green' activities. So far this has been done for two of the six climate and environmental goals, notably the mitigation of and the adaptation to climate change.
Since the law formulates the Technical Screening Criteria (TSC) in very ambitious terms, it would seem that many activities that make a positive contribution to the climate will not be acknowledged as 'aligned'. Nevertheless, this does not stop AvH from supporting this type of activities if they contribute to a low-carbon environment.
AvH and the participations adopted a conservative approach in the reporting of alignment with the EU Taxonomy. In 2022, the companies worked on a robust methodology (e.g. project screening on the EU Taxonomy conditions at DEME and CFE, development of an EU Taxonomy passport for buildings at BPI). Nextensa has screened several projects to understand the impact on the designs of its future real estate developments. A sanity check was carried out by a consultant on the methodology developed and the interpretations used by the participations, as well as to avoid the risk of double counting.
AvH reports the following two elements based on its accounting consolidation perimeter (see section 7.3 ESG reporting and reference models):
The summary table contains the EU Taxonomy figures for 2022. The official tables as required in the regulations are included in appendix Sustainability report: appendix at the back of the annual report.
| EU Taxonomy (2022) | ||||
|---|---|---|---|---|
| Eligible | Aligned | Non-eligible | ||
| Turnover | 43% | 21% | 57% | |
| Capex | 56% | 47% | 44% | |
| Opex(1) | - | - | - |
(1) The opex, as defined in the scope of the EU Taxonomy, comprises a restrictive list of non-capitalised costs. As the participations draw up their annual financial statements on the basis of IFRS, they are already to a large extent contained in the capex. AvH chooses to focus on turnover and capex.
AvH is active in several sectors that are eligible for the EU Taxonomy: renewable energy (DEME, Green Offshore and Biolectric), circular construction and renovation (CFE), and sustainable real estate development (BPI and Nextensa). AvH has much potential to make a positive contribution to climate change. Compared to 2021, the percentage of aligned turnover increased from 15% to 21%. The aligned capex was 25% in 2021 and nearly doubled to 47% in 2022. The alignment with the EU Taxonomy conditions is discussed in more detail in the following paragraphs.

81% of CFE's turnover is eligible and primarily relates to construction and renovation, electrical installation, rail infrastructure and real estate development. 14% of the turn-
over in 2022 is aligned and relates for the most part to BPI's project development and CFE's construction projects such as ZIN, Serenitas and Wooden. 90% of the capex is eligible and 29% can be considered aligned.
97% of Nextensa's turnover is 'eligible'. It primarily relates to real estate development and the letting of real estate from its own investment portfolio. 25% of the turnover in 2022 is aligned, mainly thanks to the rental income from Gare Maritime and the sale of Park Lane. 94% of the capex is eligible and 18% can be considered aligned.

The EU Taxonomy reporting for Delen
Private Bank and Bank Van Breda is included in their respective sustainability reports and annual reports available on their website in Q2.
Monteco is aligned as well, and its impact will be reflected in next year's results.
84% of the portfolio has an innovation policy
Constant innovation makes business models sustainable. Examples include the development of innovative product/market combinations that respond to new needs, which may relate to the development of new products and services, or the improvement of existing products and services. Efforts may also be focused on making operational processes cheaper, faster and qualitatively better (such as ensuring the supply chains and appropriating a larger part of the value chain). Innovation is broadly interpreted at AvH, and there is a close link with operational excellence programmes. These aspects help to manage the risks and costs of the operations, as well as to create opportunities where ecological, social and operational aspects are addressed.
As a responsible and active partner, AvH wants participations to align the emphases of their innovations to their corporate strategy. Efforts are focused on the levers that are capable of achieving the greatest impact, and sufficient attention is given to the long term. Such control ensures that the resources committed match those goals, and the results are evaluated on a regular basis. This also contributes to the corporate culture. For that reason, AvH stimulates its participations to formalise an innovation policy and related processes and to have this assessed each year by their respective boards of directors. This process is monitored in the group by means of the ESG questionnaire.
Each participation is responsible for its innovation strategy. AvH's role consists in (1) providing or mutually exchanging cross-sectoral methodologies and best practices, with or without guidance from experts, (2) monitoring the supervision of the innovation policy by the boards of directors, and (3) proactively assisting participations or providing experts or networks.
For example, in 2020 and 2021 there was a programme based on '10 Types of Innovation' by Larry Keeley, facilitated by an external consultant, in which 16 participations took part. The impact of those sessions is reflected in a further increase within AvH's portfolio on formalising and discussing the innovation policy (from 72% in 2020 to 84% in 2022). The idea in 2023 is to review the progress made and to identify possible further actions. A workshop was organised in 2022 on data driven organisations, and some interesting case studies were looked at.
SIPEF added the pillar 'Innovation and continuous improvement' to its ESG policy on responsible plantations ('Responsible Plantation policy').
SIPEF recognises the major potential and significance of innovation in the improvement of productivity, quality and circularity. Focus is on (1) sustainable and optimal use of land, (2) efficient production and processing, (3) quality improvement, and (4) improvement of disease resistance of future crops.
Nextensa formalised its innovation policy, focusing on sustainable solutions by (1) using renewable energy sources in new developments and (2) improving technical performance and a healthy work environment in the buildings in portfolio.
SIPEF I Oil palm plantation at its prime age

Nextensa I Gare Maritime
DEME has for some years now implemented thoroughgoing and company-wide innovation processes through the 'Drive' and 'Excel' programmes. They are directed by an Innovation Board in which the senior management provides active input. This is supported by an internal innovation unit with a finger on the pulse of the different business units, and by structured cooperation with external parties such as universities.
Delen Private Bank has continuous improvement and digitisation in its DNA, which means that innovation is supported by all divisions of the organisation. Digitisation combined with personal coaching by the account managers leads to a safe and efficient service that makes a difference for the clients.
Mediahuis pursues an active innovation policy where an 'internal innovation' approach, focused on a.o. the development of digital processes, market places or new services, is supplemented by a 'Corporate Venture Capital' approach around adjacent or innovative business models (such as in the field of EdTech).
DEME I Apollo

Mediahuis I Aachener Zeitung Rent-A-Port I BStor
CFE integrates innovation and sustainability to build tomorrow's world. At BPI, new models are developed around the EU Taxonomy, circularity and timber frame construction. At CFE there is a strong focus on 'lean' to further improve the building processes.
Rent-A-Port invested in the launch of the first large-scale battery park for energy storage on the Belgian high-voltage grid (BStor).
In 2022, AvH invested in AstriVax, which focuses on innovations in the development of new vaccines.
Biolectric specialises in the production and installation of manure-fed biogas units (pocket digesters) at farms and conversion into green energy.
With Evoca, Biotalys won the World BioProtection Award 2022 for best biofungicide.

| AvH material topics |
Goal | KPI | Trend | 2022 | 2021 | 2020 | SDG impact |
|---|---|---|---|---|---|---|---|
| Corporate governance |
ESG policy | ||||||
| AvH Corporate governance charter |
|||||||
| AvH Audit committee | |||||||
| AvH Remuneration committee | |||||||
| Talent development | 5 days | Average number of training days per person |
8.3 | 9.7 | 4.9 | ||
| Costs for training (as % of general costs) |
518,771 euro (2.7%) |
534,204 euro (2.8%) |
392,474 euro (2.35%) |
||||
| > 10 years | Average number of years of relevant experience per per son in the investment team |
19.8 years | 19.5 years | 19.8 years | |||
| > 10% | Average employee turnover in the investment team (excl. intra-group and retirement, over 3 years) |
3% | 1% | 1% | |||
| 90% | Performance review | 100% | 100% | 100% | |||
| CO2 emissions of AvH as an investment |
30% reduction (scope 1 & 2, base year 2022 - in 2030) |
Scope 1 emissions - direct emissions (tonnes of CO2 equivalents) (1, 2) |
202 | 197 | 192 | ||
| company | Scope 2 emissions - indirect emissions (tonnes of CO2 equivalents) (1, 3) |
57 | 32 | 30 | |||
| Scope 3 emissions - business travel (tonnes of CO2 equiva lents) (1, 4) |
210 | 7 | 25 |
(1) The emission factors come from DEFRA and the International Energy Agency (IEA) (electricity consumption), according to the methodology of the GHG protocol.
(2) Scope 1 emissions are direct emissions from heating, fuel consumption by vehicles and leakage of coolant.
(3) Scope 2 emissions are indirect emissions from the production of electricity that is purchased and consumed. (4) Scope 3 emissions relating to the investment company are indirect emissions from business travel.
More information about the approach and implementation of corporate governance can be found in the section Corporate governance statement on page 24 of the annual report.
The success of a business depends on the skills, personalities, motivation and experience of the staff. As an employer, AvH aims to offer its staff a good work environment where emphasis is on ethical and respectful conduct. Talent development is a continuous process. AvH wants to have teams with a diversity of skills and experience that strengthen the management teams of the participations. Low staff turnover ensures that the staff members propagate AvH's values to maximum effect.

Anke Jeurissen Head of Legal - Bank Van Breda
"There are plenty of opportunities within the AvH group as well. For me this opened up a splendid opportunity to switch over from AvH to Bank Van Breda. I stay connected with my AvH colleagues!"
| 8.3 | average number of training days per person |
|---|---|
| 19.8 | average number of years of relevant experience per person in the investment team |
| 3% | employee turnover in the investment team (excl. in tra-group and retirement, over 3 years) |
| 100% | of staff members had a performance review |
Taking and increasing opportunities as well as adding value are central to AvH's HR policy. For that reason, focus is on creating opportunities, feedback loops, as well as on mentoring and development. Career prospects are actively supported by finding out whether there are internal candidates for each vacancy. The opportunities at the participations are screened as well.
The year-end performance reviews are intended to assess how each staff member can grow, as a person and as a professional, in line with AvH's strategic ambitions. The themes in which co-workers have grown in 2022 are varied. Besides empathic communication, various other themes were discussed as well, such as smarter working by using software applications more efficiently, negotiating, personal coaching, role as director, presentation and communication techniques, language training, team development, improving corporate finance skills, and understanding global trends. In addition, the AvH Academy was started up where updates on various legal, financial, HR and ESG domains are offered.
AvH complies with the applicable sectoral CLAs and even goes further in certain respects. AvH has set itself the target of giving its staff on average 5 days' training per year. This target was amply achieved in 2022 with 8.3 training days per staff member.
| KPI | 2022 | 2021 | 2020 | ||||
|---|---|---|---|---|---|---|---|
| AvH staff members |
Total number of staff members |
38(*) | 37 | 36 | |||
| (in headcount) | Belgium | 36 | 36 | ||||
| India Southeast Asia |
2 | 1 | |||||
| Diversity men/ women |
21 / 17 | 20 / 17 | 19 / 17 | ||||
| Belgium | 19 / 17 | 19 / 17 | 19/17 | ||||
| India Southeast Asia |
2 / 0 | 1 / 0 | 0 / 0 | ||||
| AvH invest ment team |
Total number of staff members |
22 | 23 | 21 | |||
| (in headcount) | Diversity men/ women |
17 / 5 | 17 / 6 | 15 / 6 | |||
| Diversity by degree | |||||||
| Economic | 43% | 43% | 43% | ||||
| Legal | 15% | 23% | 24% | ||||
| Scientific | 33% | 23% | 21% | ||||
| Others | 9% | 11% | 12% |
• Diversity, equity and inclusion

Robin Muller Management assistant
"As a receptionist, my investment associates involved me in several analyses. My talents were also employed and valued in the digital4you steering group. Talent management beyond the boundaries of your job. Great!"
AvH's policy on diversity, equity and inclusion (DEI) focuses on broadening the perspectives from which diversity is regarded, both at the level of the investment company and at the participations. In 2022, workshops were organised with and for the participations on how to set up a DEI policy and on inclusive leadership.
AvH is taking measures to improve the diversity of the inflow of new employees, in a sector which is still perceived as very male-dominated. Those measures include gender-neutral job vacancies and ensuring that the inflow of applicants for a vacancy is evenly divided between men and women.
AvH adopts a broader view of diversity in its investment team by taking educational, cultural and professional background into consideration. For the further expansion of its activities in India and Southeast Asia, a second investment manager has been hired.
This makes it possible to gain a better understanding of the local culture and to be more closely connected with the participations in that part of the world. In the composition of teams, both the technical skills and the personal skills are taken into consideration to ensure that the team is diverse and complementary.
AvH takes the mental and physical resilience of its staff very much to heart. It keeps its finger on the pulse through surveys on resilience and structurally offers a wide range of options to support it (e.g. healthy lunch, sport yoga, meditation, individual coaching and a policy on meeting and email hygiene). The work environment and the policy on teleworking and flexible timetables also help to increase efficiency.
In the staff survey that was launched in the fourth quarter of 2022, well-being was integrated in order to establish a first baseline. The survey showed that AvH generally scored very well. The concrete action plan based on the baseline measurement will be finalised in 2023.
AvH's activities as an investment company only have a limited impact on the environment and are therefore not material (no own production or service activities). AvH has a headcount of 38 people. AvH supports the respect for human rights as referred to in the Universal Declaration of Human Rights. As a role model, AvH also integrates sustainability in its own business operations. The group recommends the same commitment to its staff and to the participations.
(*) 2022: 33.86 FTE: 17.9 men, 15.9 women; all staff members are permanent staff
The CO2 footprint increased in 2022 relative to 2020 and 2021 since the figures of previous years were impacted by the COVID-19 pandemic (working from home, little or no business travel, etc.). In view of AvH's exemplary role, a goal was set in 2022 with regard to its own activities as an investment company. AvH is committed to reducing CO2 by 30% by 2030 (scope 1 and 2 - base year 2022). Focus is on:
The emissions of its portfolio companies, screening of the CO2 reduction plans and the ambition at portfolio level are discussed in section 4 'AvH as a responsible and active partner'. As of 2022 (for 2021), AvH also reports to CDP (see for more details section 3.1 Integration of ESG factors in business model - External validation (ESG ratings and assessments)).
AvH also contributes to a dignified society through its patronage policy. In Antwerp, art and entrepreneurship have gone hand in hand since the time of Rubens, Stevin and Plantin. Galleries, museums, artists and scientists have great added value for society. At the same time, AvH is also committed to increasing opportunities for everyone in society. In 2022, AvH provided 366,000 euros (excluding the effort in that area through the participations) to support projects in the field of culture, scientific research, the fight against poverty and human rights. The main projects are shown in the overview.

This chapter indicates for the four material participations from an ESG perspective which topics can have a potential material impact on the AvH group, which actions the participations have undertaken in 2022 on those aspects, how this should be framed in their ESG policy, and which objectives they pursue. The progress is tracked by KPIs where possible. The participations are working on more topics and concrete programmes than mentioned here. Although they may be material to the participations concerned, they are not reported here because they are considered not to have a potential material financial impact on AvH. AvH supports those initiatives through the boards of directors of its participations without them having to be disclosed in this report.
DEME is active in the specialised fields of dredging, solutions for the offshore energy sector, marine infrastructure and environmental works. DEME's ESG topics that are considered material at AvH level have been grouped together in 4 major themes: 'Climate and energy' (including energy transition, energy efficiency and greenhouse gas emissions), 'Health and safety', 'Sustainable innovation' and 'Business ethics'. DEME can be regarded as a pioneer in its sector in the area of energy transition and sustainable innovation.
DEME updated its materiality matrix in 2022 based on an external ESG risk assessment with the main aim of better assessing the business impact of its relevant ESG risks.
Based on the current interpretation of the rules, DEME's activity in offshore wind and rail infrastructure can be considered as being both eligible and largely aligned Readers who are interested can find more information about the ESG policy and performance of the companies in the activity report of this annual report, and in the individual reports available on the websites of the respective participations. The materiality matrix of each of the participations can be found on AvH's website and on the websites of the respective companies.
More information about AvH's ESG approach can be found on the website: www.avh.be/en/sustainability
with the EU Taxonomy. Based on the current definitions, 29% of the total turnover is eligible and 26% is aligned. 52% of the capex is both eligible and aligned. DEME thereby confirms its pioneering role according to this methodology too.
| ESG topics material to AvH |
Other ESG topics material to DEME |
|---|---|
| Climate and energy | Natural capital |
| Health and safety | Waste and resources management |
| Sustainable innovation | Diversity and opportunities |
| Business ethics | Local communities |
of which scope 1 652 832 659 of which scope 2 1 1 1
Low carbon fuels ('low carbon fuels')(3)
% versus total fuel consumption 6%
| DEME | ||||||
|---|---|---|---|---|---|---|
| Climate and energy |
EU Taxonomy % turnover | 2022 | 2021 | 2020 | ||
| eligible | 29% | 28% | ||||
| aligned | 26% | 24% | ||||
| Breakdown of turnover by activity in 2022 | EU Taxonomy % capex | |||||
| eligible | 52% | 32% | ||||
| aligned | 52% | 32% | ||||
| 7% | MW installed foundations ('Contributed Capacity')(1) |
2,798 | 1,867 | 2,499 | ||
| 36% | MW installed wind turbines | 440 | 2,378 | 1,477 | ||
| 57% | Offshore Energy | MW offshore wind (beneficial ownership) |
144 | 144 | 144 | |
| Dredging & Infra Environmental |
GHG in ktonnes CO2 equivalents(2) |
653 | 833 | 660 |
(1) 'Contributed capacity' is calculated counting total number of foundations installed by DEME during the reporting period (between January 1 and December 31) and multiplying by the corresponding turbine capacity. The turbine capacity is also called the rated power of the turbine. It is the power that the turbine generates for wind speeds above the 'rated' level. Each installed turbine has a specific rated power, expressed as a number of MW.
(2) Greenhouse gas emissions scope 1 & 2: DEME follows the Greenhouse Gas Protocol (ISO14064). (3) 'Low carbon fuels' combine the fuels for which the CO2 emissions are lower compared to conventional fuel (marine gas oil). This category includes fuels such as LNG (Liquified Natural Gas) and blended biofuels.
| DEME | ||
|---|---|---|

Health and safety

Sustainable innovation and business ethics
| Frequency rate of accidents(1) 0.23 0.19 0.19 |
2022 | 2021 | 2020 |
|---|---|---|---|
(1) Number of accidents with incapacity for work (worldwide) x 200,000, divided by the number of working hours.
| 2022 | 2021 | 2020 | |
|---|---|---|---|
| Innovation initiatives | 12 | 14 | 18 |
| Green initiatives | 127 | 125 | 128 |
| Permanent evaluation of compliance | |||
| % compliance training staff | 99% | 99% | 97% |
DEME is continuing its ambitious strategy to accelerate the energy transition and intends to expand its operations further throughout Europe, Asia and the United States.
For 2022 this is reflected in the achievement of several milestones, such as the completion of the installation of 80 foundations for the Saint-Nazaire offshore wind farm in France, the completion of the installation of 38 wind turbines with the first recyclable blades at the Kaskasi offshore wind farm of RWE, and securing the rights to develop two concessions with a capacity of 1 GW in the highly competitive seabed leasing process of ScotWind in Scotland. Furthermore, the new Port-La-Nouvelle port concession in France was inaugurated on June 23, 2022 with DEME Concessions as one of the shareholders of the public-private partnership SEMOP. The consortium wants to develop Port-La-Nouvelle into a sustainable green port. Initially, the port will see an increase in traditional cargo volumes, but will primarily seek to move towards sustainable flows that support the energy transition. The Moray East project, for which DEME Offshore was the EPCI contractor (contractor responsible for engineering, procurement, construction and installation), was awarded the 'Best Offshore Wind Farm' at the first ever RenewableUK Global Offshore Wind Awards.
DEME is also working on other forms of renewable energy, including the production, storage and transport of green hydrogen. On June 15, 2022, HYPORT Coordination Company (a joint venture between DEME Concessions and OQ Alternative Energy) signed a second land reservation agreement for the construction of a green hydrogen and ammonia production facility with a 500 MW electrolysis capacity in Duqm (Oman). The HYPORT Duqm hydrogen plant will be fed with renewable electricity produced by approximately 1.3 GW of combined installed capacity from wind turbines and solar panels.
DEME's sustainability ambitions are also embodied in its modern innovative fleet. New vessels are equipped with dual fuel engines and heat recovery systems. The 'Orion' is the first monohull vessel capable of installing mega foundations in floating conditions, thereby radically shortening installation time. The 'Orion' has dual fuel engines. The vessel was operating on LNG for the Arcadis Ost 1 project, reducing the CO2 footprint of the operations. DEME also concluded an agreement with the Norwegian shipping company Eidesvik for the purchase of the DP3 offshore installation vessel 'Viking Neptun'. This ship complies with the latest emission standards and is equipped with advanced environmental technology, including a battery pack to achieve the best fuel efficiency in its class. DEME is also investing in a new fallpipe vessel to strengthen its capacities on the offshore energy market.
A bulk carrier will be converted into a DP fallpipe vessel with dynamic positioning that will fully meet the latest emission standards and will be equipped with cutting-edge environmental technology. For the vessels 'Bonny River' and 'Spartacus', DEME obtained the additional class notation 'Sustainable ship -1'. They are the first dredgers in the world to obtain this new additional class notation.
DEME has taken additional measures to avoid LTIs (accidents with absenteeism) on projects. It organised the Safety Stand Down 'LTIs - What is going wrong' and shared safety successes at the annual Safety Moment Day. One of those success stories was the retractable ladder for track excavators providing a safe way to step on and off the machinery. DEME received the IADC Safety Award 2022 for this.
99% of DEME's staff attended the annual internal compliance training. Business ethics remains a constant focus for DEME, with a continuous fine-tuning of the processes.
Every three years, DEME organises the DEMEx campaign, a three-day event on transformational innovation. This initiative focuses on collecting and supporting internal business ideas that could significantly reshape the way DEME thinks, acts and impacts the environment, now or in the future.
With a view to its action plans to reduce its ecological footprint, DEME Offshore entered into a partnership with SSE - the Powering Net Zero Pact. It is a collaboration set up within the offshore industry to involve different stakeholders in the energy transition.
Besides the accomplishments in the field of offshore wind and other forms of renewable energy, DEME wants to play a role in the transition to the circular economy. It wants to offer circular solutions for soil remediation, brownfield development, environmental dredging and sediment treatment. In March 2022, DEME Environmental (the environmental specialist of the DEME group) and industrial service provider Mourik announced further investments in their soil recycling centres in Kallo in the port of Antwerp and in Heusden-Zolder (Belgium) to allow the remediation of soil containing PFAS. The investment in Kallo will enable DEME and Mourik to clean 300,000 tonnes of PFAS polluted soil each year.
In November 2022, DEME and the Suez Canal Authority signed a cooperation agreement to carry out a feasibility study for a ground-breaking project in Egypt to restore the ecosystem of Lake Bardawil and to make the Northern Sinai peninsula greener. This project will help to restore the water cycle and boost fish production in Lake Bardawil.
To realise DEME's ambitious sustainability goals in all aspects of its activities, the group converted all its long-term financing into sustainability-linked loans in February 2022. This major commitment underlines DEME's vision of achieving a sustainable future and at December 31, 2022 represented a total credit value of 842.9 million euros. The commercial terms of those loans are directly linked to DEME's sustainability performance in two areas: (1) safety at work and (2) low-carbon fuel, which are in line with two material topics of its materiality matrix. Changes in key performance indicators (KPIs) will trigger adjustments on the interest margins applied to the loans. In 2022, DEME achieved the goal for low-carbon fuel.
In 2022, DEME Offshore was able to further improve its EcoVadis score, resulting in a golden medal. DEME Offshore also obtained a score B in CDP for 2022.
DEME's approach is also appreciated outside its sector.

On November 30, 2022, DEME won the Trends Global Impact Awards, the most prestigious awards in Belgium for companies whose projects create sustainable value for our society. Impact is something that DEME stands for. This is a valuable recognition of the efforts and way of working of everyone at DEME. The award
DEME also received the International Marine Contractors Association (IMCA) Award for its internal environmental campaign. The aim of this campaign was to increase environmental awareness and encouraged project locations, vessels and offices worldwide to take action on 7 topics, from energy consumption to preventing water or soil emissions.
encourages DEME to continue on the path to a more sustainable future.
More information about sustainability is available in the integrated annual report of DEME and on the website Sustainability | DEME Group (www.deme-group.com/sustainability)

Luc Vandenbulcke CEO DEME Group
"Many of the segment's projects support the energy transition and the move to a more sustainable planet."
DEME I From left to right: Orion - Top: SeaMade - Bottom: Port La Nouvelle

Delen Private Bank specialises in discretionary asset management for private individuals.
Based on the material topics identified by Delen Private Bank and the materiality analysis performed at AvH group level, 'Asset protection', 'Responsible investment policy', 'Business ethics' and 'Protection of data and privacy' are regarded as material at AvH level.
Delen Private Bank is updating its materiality matrix in 2022/2023 on the basis of (1) an analysis of the business impact of each topic and (2) a survey among several internal and external stakeholders (including employees, members of the board of directors, clients, etc.).
Asset protection is a priority for the clients of Delen Private Bank. Delen Private Bank strives to invest the client assets prudently and proactively. In addition to the usual thorough financial analysis, non-financial parameters are also integrated into the management process. The day-to-day implementation of the responsible investment policy, which has been broadened and deepened over the past five years, ensures long-term thinking and risk mitigation.
As a member of UN PRI, Delen Private Bank is consistently committed to making its investment process fundamentally sustainable by integrating several ESG-related criteria. The annual evaluation by UN PRI is one of the KPIs, whereby the 4 (out of 5) stars encourage Delen Private Bank to continue on the chosen path.
| ESG topics material to AvH |
Other ESG topics material to Delen Private Bank |
|---|---|
| Asset protection | Client satisfaction |
| Responsible investment policy |
Employee satisfaction |
| Business ethics | Innovative mindset |
| Protection of data and privacy |
Talent management |
| Financial resilience |
Delen Private Bank also monitors and communicates openly on the CO2 intensity of its patrimonial funds. The aim is to ensure that the CO2 intensity of these funds is lower than the global benchmark (e.g. MSCI ACWI). Besides the integration of non-financial parameters, Delen Private Bank is strongly committed to engaging with the businesses in which it invests. For this purpose, a partnership was entered into with EOS of Federated Hermes to interact with businesses on a global scale on ESG matters.
Business ethics is particularly relevant for a bank. After all, financial institutions play a key role in the economic fabric of a country and in the wealth accumulation and protection of individuals. Based on its core values, Delen Private Bank has drawn up an integrity policy that all employees are expected to respect, in both spirit and letter.
Against the background of increasing cybercrime worldwide, the protection of data and privacy receives a considerable amount of attention within the bank. Delen
Sustainable investment
| 2022 | 2021 | 2020 | |
|---|---|---|---|
| Funds managed according to sustainable investment principles (billion euros) |
31.8 | 35.4 | 29.5 |
| Engagement scope(1) | 72% | 70% | 71% |
| Average ESG rating of own funds(2) | 19.7 | 19.4 | 19.7 |
| 2022 | 2021 | 2020 | |
|---|---|---|---|
| CET1 ratio | 38.1% | 38.0% | 40.5% |
| 2022 | 2021 | 2020 | |
|---|---|---|---|
| Net Promoter Score(3) | n.a. | 58 | n.a. |
| 2022 | 2021 | 2020 | |
|---|---|---|---|
| GHG in ktonnes of CO2 equivalents(4) |
1.4 | 1.7 | 1.4 |
| of which scope 1 | 1.33 | 1.4 | 1.1 |
| of which scope 2 | 0.03 | 0.3 | 0.3 |
(1) Ratio of the number of companies with an engagement procedure relative to the total number of companies in the portfolio. The engagement programme sets priorities according to the urgency of certain topics, the openness of the company in question, and the possible impact of a particular engagement action (excluding JM Finn).
(2) Sustainalytics: ESG risk scores between 0 and 100, where a lower score implies a lower risk. A score of 20 is regarded as a low risk (excluding JM Finn).
(3) Bi-annual measurement (excluding JM Finn)
(4) Greenhouse gas emissions scope 1 & 2 (Belgium and the United Kingdom)
Private Bank invests heavily in its IT systems and support services in order to comply with legal obligations and to guarantee the protection of data and privacy. Delen Private Bank continuously emphasises and makes its own employees and clients aware of the importance of a safe and secure organisation. Besides adequate IT systems and support services, the staff also have an important part to play.
Client satisfaction remains a top priority for Delen Private Bank. Following the client satisfaction survey in 2019, a new survey was conducted in 2021, in which the bank saw its NPS (Net Promoter Score) increase to 58. This result clearly shows that clients appreciated the open and clear communication during the COVID-19 crisis. That policy was continued during the difficult stock market year 2022. Offering the clients clear information and prospects served to further strengthen client satisfaction, as is evidenced by the positive asset inflows. It remains the bank's ambition to keep up this momentum. A new client survey will be conducted in 2023.
At the corporate level, Delen Private Bank closely monitors its ecological footprint. In 2022 it was decided to fully switch over to electric cars, and at the same time a bicycle purchase policy was set up. In 2022, the Belgian branches changed to European green electricity.
The development and well-being of its staff are an important lever for Delen Private Bank to protect its assets and mitigate risks. The bank therefore pays a lot of attention to developing its human capital, the well-being of its employees and diversity. In 2022, staff returned to work at the office as much as possible in order to stimulate the personal contacts between colleagues.
The bank made extraordinary efforts in 2022 to attract new talent, which led to a strong increase in staff numbers. It is the ambition of Delen Private Bank to keep developing its internal systems for learning & development so that each person's talents and ambitions can be developed and nurtured.

Michel Buysschaert CEO Delen Private Bank
"Our natural reflex to care for all that is valuable and to enter into our relationships from a long-term perspective matches perfectly with our policy on environmental aspects, social responsibility and sound corporate governance."
More information about sustainability will be available as of Q2 2023 in the sustainability report of Delen Private Bank and on the website Sustainability | Delen Private Bank (www.delen.bank/en-be/about-us/sustainability-policy)

UN PRI is the global network that pursues a more sustainable financial system within the UN. Delen Private Bank and its 100% subsidiary fund manager Cadelam endorse these principles, and, for many years, have committed to making the investment process fundamentally sustainable. That is not without obligations. Every year, Delen Private Bank reports extensively to UN PRI on its responsible investment efforts, based on exclusion, engagement and integration. After a thorough evaluation, Delen Private Bank received 4 stars for all related modules in 2022.

The collaborative aspect of UN PRI is also not to be underestimated: within the financial sector, investors can learn from each other and work together to tackle social problems decisively. For example, Delen Private Bank supports the ClimateAction100+ initiative through its partnership with EOS. They encourage the world's main greenhouse gas emitters to take action against climate change and accelerate the energy transition.
Bank Van Breda is a specialised advisory bank active in Belgium that focuses exclusively on entrepreneurs and liberal professions. There were no substantial changes to the materiality matrix in 2022. The ESG topics 'Safe harbour', 'Business ethics' and 'Protection of data and privacy' are regarded as material at AvH level and are explained below.
'Safe harbour' inherently encompasses safeguarding the financial stability of the bank for the benefit of its clients and, in a broader sense, the Belgian economic fabric. Thanks to prudent management, the bank's equity was never under threat in the past during crisis periods or in turbulent financial markets. The bank has never received state aid. The solvency expressed as shareholders' equity to assets (leverage ratio) stands at 8.1%. This is well above the 3% that the regulators have set and is one of the highest in the Belgian banking sector.
During the corona crisis, entrepreneurs and liberal professions found themselves in the eye of the storm. The disruption of supply chains, the energy crisis, the war for talent, the unexpected surge of inflation and the impact on labour costs, combined with the rising interest rates, made the situation profoundly challenging for many. The bank reaffirmed its role as a safe harbour, and chose to be close to the client. During both the corona and energy crisis, Bank Van Breda signed charters for deferment of repayments for specific loans. An appropriate risk policy ensured that additions to credit provisions were limited in 2022. The resilience of its clients again proved to be very great.
With its credit portfolio, Bank Van Breda focuses on a highly specific niche of target group clients with an economic activity in Belgium: liberal professions, family busi-
| ESG topics material to AvH |
Other ESG topics material to Bank Van Breda |
|---|---|
| Safe harbour | Client satisfaction |
| Business ethics | Respect for laws and regulations |
| Protection of data and privacy |
Wealth accumulation and protection |
| Responsible investment | |
| Responsible credits | |
| Simplicity and transparency | |
| Innovative mindset | |
| Employee satisfaction |
nesses and independent entrepreneurs. Because of this focus and the Belgian legislation in this area, the bank excludes credit provision in various situations, such as: (1) violations of human and labour rights, (2) production of fossil fuels such as coal, oil and gas, and (3) threat to public health and environment, such as groundwater contamination and industrial activities in protected natural areas.
The bank helps its self-employed clients to accumulate and protect their retirement capital. In a difficult context with turbulent financial markets and disappointing stock market results, they appreciate the long-term advice given by the bank.
In a downward market climate (MSCI World - 19%), the total client assets decreased by only 2% in 2022 to 20.6 billion euros. The off-balance sheet products showed a net increase of +1.1 billion euros, yet that was insufficient to offset the negative impact of the decreasing share and bond prices. The Net Promoter Score of 54 confirms the high level of client satisfaction, even in a difficult economic context.
| Safe harbour |
|||
|---|---|---|---|
| -- | -- | -- | ----------------- |
| 2022 | 2021 | 2020 | |
|---|---|---|---|
| Net Promoter Score | 54 | 53 | 60 |
| 2022 | 2021 | 2020 | |
|---|---|---|---|
| CET1 ratio | 15.5% | 16.8% | 14.7% |
| Provision for credit losses (excl. ECL) | -0.01% | 0.01% | 0.02% |

category > 500 employees
| 2022 | 2021 | 2020 | |
|---|---|---|---|
| Great Place to Work(1) | - | 98% | - |
| 2022 | 2021 | 2020 | |
|---|---|---|---|
| GHG in ktonnes CO2 (2) |
1.5 | 1.4 | - |
| of which scope 1 | 1.5 | 1.4 | - |
| of which scope 2 | 0 | 0 | - |
(1) Bi-annual measurement - statement 'Generally speaking, I can say that this is a very good organisation to work for'
(2) Greenhouse gas emissions scope 1 & 2
With this score, Bank Van Breda achieved an NPS above 50 for the sixth time in a row. Internationally, this is seen as a very good rating.
The deontology and ethical values of the staff are decisive for the way in which Bank Van Breda interacts with its clients and suppliers. Cyber crime and phishing are a growing worldwide threat. Clients are attaching increasing importance to the protection of their personal data and respect for their privacy. The bank regularly conducts awareness campaigns in this area. In this context, Bank Van Breda handles and protects each person's data in compliance with the laws and regulations, in an honest and transparent manner.
Entrepreneurs and liberal professions play a crucial role in the transition to a more sustainable economy. The importance of ESG factors (environment, social responsibility and corporate governance) has increased further in the discussion of credit applications. An energy performance certificate (EPC) has become a standard requirement since January 1, 2021 in applications for real estate loans. Energy efficiency, the transition to fossil-free energy and circular business are becoming increasingly important in any business plan for the future. The bank believes that through its network it can bring clients together to inspire each other in this respect.
As of August 2022, all clients are systematically asked about their sustainability preferences in their investment plans. In this regard, the bank commits to the combination of three sustainability strategies: exclusion, engagement and integration of non-financial parameters. This approach is applied to the entire portfolios in asset management and covers all home funds.
The bank's own ecological footprint is limited. Nevertheless, it wants to fulfil an exemplary role in this. A CO2 reduction plan is being rolled out to systematically reduce carbon emissions by 2030. The bank also invests in solar panels, charging stations for electric vehicles, insulation and energy-efficient offices without fossil heating. New company cars are from now on plug-in or fully electric.
Bank Van Breda consults its stakeholders in its

Dirk Wouters CEO Bank Van Breda
"We integrate corporate social responsibility (CSR) in our strategy and our daily operations. CSR does not stand on its own. It is a belief that is supported in each of the bank's activities. We opt to systematically and expressly integrate our economic, social and environmental commitment in our corporate policy."
Bank Van Breda regards the health and well-being of its staff as a crucial asset. It pays a great deal of attention to attracting new talent, developing financial expertise and promoting cohesion and diversity.
A resilience barometer at year-end 2021 revealed that the teams remained strongly cohesive despite the corona crisis. A new survey in the autumn of 2022 confirmed this finding and also showed a strong improvement in resilience and general well-being. The risk of stress and burnout has decreased and is well below the benchmark. In March 2022 the bank was voted 'Best Workplace' in Belgium and came first in the category of companies with more than 500 employees. In September 2022, the bank ranked eighteenth in the top 50 'Best Workplaces in Europe'.

More information about sustainability is available in the annual report of Bank Van Breda and on the website Corporate Social Responsibility | Bank Van Breda (www.bankvanbreda.be/maatschappelijk-verantwoord-ondernemen)
SIPEF is a listed agro-industrial group active in the tropical agricultural production of sustainable, certified products, mainly crude palm oil in Southeast Asia and, to a lesser extent, bananas in Ivory Coast. SIPEF has been growing for several decades now in a sustainable way by embracing technological change and innovation, and by focusing on a transparent and sustainable value chain.
The group is committed to making a positive contribution to the environment and to society by managing its plantations in an ecologically and socially responsible manner, and by creating major employment and development opportunities.
The materiality matrix was updated in 2022 to align with evolving standards and with its own strategy, with additional focus on internal stakeholder involvement to obtain views from the local teams. A selection of ESG topics is explained below. Topics have also been clustered in comparison to 2021. No topics were identified that are ESG material to the AvH group (see 7.1 Focus on material topics).
SIPEF is a leader in traceability: all its products can be traced back to the place where they were produced, regardless of whether that is a plantation that is operated by SIPEF or the plot of a smallholder. SIPEF adheres to the sustainability standards of the Roundtable on Sustainable Palm Oil (RSPO) and all its mills are RSPO certified. Additionally, SIPEF is working to obtain a definitive land certificate in South Sumatra. SIPEF's banana production meets the Rainforest Alliance Sustainable Agriculture Standard, the Global Good Agricultural Practice (GLOBAL G.A.P.) and Fair Trade standards.
SIPEF is convinced that palm oil is and will remain an essential part of the solution to meet the fast-growing demand for vegetable oils. Compared to other oil crops, palm oil can yield 2 to 8 times as much oil per hectare, which means that far less land is needed. Sustainable palm oil production therefore leads to lower ecological and economic costs.
| ESG topics material to AvH |
Other ESG topics material for SIPEF |
|---|---|
| No topics material to AvH | Climate change (explained here) |
| Supply chain management (explained here) |
|
| Sustainable land use and conservation (explained here) |
|
| Rights and development of communities | |
| Health and safety | |
| Human rights and fair labour practices | |
| Operational efficiency | |
| Productivity and quality |
In 2022, SIPEF fine-tuned its Responsible Plantations Policy (RPP) and Responsible Purchasing Policy (RPuP). The main updates include the extension of innovation projects, greater involvement of stakeholders, and clarification of its commitments (e.g. regarding climate change, water management, combating pollution, cooperation with smallholders).
SIPEF's commitment to sustainability is reflected in the ratings that are awarded by leading not-for-profit benchmarking programmes to assess companies for their sustainability commitment and transparency. In 2022, SIPEF was ranked twelfth out of 350 companies by Forest 500, which identifies and ranks the most influential companies and financial institutions active in tropical agriculture. In 2022, SIPEF was ranked eleventh out of 100 palm oil companies by the Sustainability Policy Transparency Toolkit (SPOTT), developed by the Zoological Society of London (ZSL).

SIPEF's greenhouse gas emissions (scope 1 and scope 2), quantified using the ISO 14064 standards, were subject to an external audit in 2022. Emphasis was on the accuracy of the calculation method used. The audit confirms that the calculations are according to the ISO 14064 standards.
In this way, SIPEF has established a solid baseline for its emissions, which can be used to set future reduction targets and to keep track of its progress. It will also help SIPEF to set its decarbonisation priorities and to allocate the appropriate resources.
As a crucial next step, a strategy to reduce greenhouse gas emissions is in development, which will set short, medium and long term goals. The strategy will build on the various existing measures that SIPEF has implemented in recent years, including the capture of methane gas produced by the waste from palm oil production, the development of initiatives to convert waste into cost-effective industrial biomass, and maintaining the biodiversity and nature conservation projects.
The inventory of the scope 3 emissions remains a major challenge. This means that the emissions related to the activities of smallholders in the supply chain and the emissions of service providers (e.g. transporters of material inputs) have to be mapped out. SIPEF will work together with the relevant stakeholders to find ways to create greater transparency in this respect.
The 3,600 smallholders working with Hargy Oil Palms Ltd. (HOPL) form an integral part of SIPEF's certified supply base in Papua New Guinea. The smallholders of HOPL were certified together with HOPL in 2008. At the time, a programme was set up to train them in the RSPO standards. Since then, the local farmers have continued their efforts together with HOPL. Nowadays, ensuring smallholder compliance with those standards continues to be equally as important as the certification of SIPEF's own plantations. The smallholders were successfully recertified after the RSPO audit in August 2022.
Training is essential to the success of the programme for local farmers. More than 200 training sessions were held in 2022. Once or twice a year, SIPEF organises field days for smallholders, with emphasis on RSPO-related requirements, best agronomic practices, financial literacy, and saving.
SIPEF I Quality control of fresh fruit bunches


François Van Hoydonck CEO SIPEF
"SIPEF wants to realise its strategy in a responsible and sustainable manner, in which economic success and social value creation go hand in hand: 'doing well by doing good'."
• Sustainable land use and conservation
PT SIPEF Biodiversity Indonesia (SBI) manages and protects a forest area of 12,672 hectares in Mukomuko in the Indonesian province of Bengkulu. It is one of 16 projects in Indonesia for which a concession for restoration of the ecosystem has been granted for a period of 60 years. The area acts as a buffer for the Kerinci Seblat national park, where an extremely rich range of megafauna continues to be identified through monitoring.
SBI also helps to develop alternative incomes for farmers who have historically used parts of the conversation area to maintain their livelihood. The initiative makes use of agroforestry methods that are compatible with the conservation objectives of the programme.
More information about sustainability will be available as of Q2 2023 in the integrated annual report of SIPEF and on the website www.sipef.com/hq/ investors/annual-reports/.
The Responsible Plantations Policy is available on www.sipef.com/hq/sustainability/policies/responsible-plantations-policy/.
AvH believes that a well-defined and strategically focused ESG policy contributes to the 'licence to operate' and to the growth of AvH and its participations. For AvH, ESG is more than just a compliance or reporting exercise. The ESG policy is designed to support and strengthen the strategy pursued by the participations by properly identifying and managing risks as well as by offering sustainable solutions to environmental and societal challenges. AvH therefore firmly believes in the link between ESG and innovation.
Employees find it increasingly important to work for companies that are both innovative and contribute to a better planet. That is why a well-designed ESG policy is an extra asset for AvH and its participations to find and retain talent. External partners and businesses looking for a potential investment partner also want to know what values AvH stands for.
AvH first decides in which sectors it wants to be active (AvH as a responsible investor). It then has the ambition for its participations to be or become best-in-class in the sectors in which they operate (AvH as a responsible and active partner). AvH's decentralised decision-making model means that each participation remains responsible for its own ESG policy.
To roll out its ESG policy, AvH adopts a focused approach (based on the share of a participation in the consolidated shareholders' equity of the group). Focus is primarily on material topics of material participations.
The progress made in the rollout of AvH's ESG policy is tracked using quantitative KPIs.
ESG key figures marked with the symbol concern KPIs that are monitored as a matter of priority and for which a goal was defined by AvH. AvH chooses to define realistic goals rather than make ambitious statements without proper analysis and substantiation. Focus lies on taking the right actions that make a difference for the company and its ecosystem it operates in, and on making progress there. In this way, AvH gets the best possible cooperation from the (employees of the) participations.
To illustrate the ESG commitment of the executive committee, as of 2021 20% of the variable remuneration (STI - short term incentive) of the members of the executive committee is linked to the progress made in terms of ESG.
More information about the ESG policy and the ESG methodology can be found on the website: www.avh.be/en/sustainability.
More information about the link between the bonus of the executive committee and the progress made on ESG can be found in the section Annual report of the board of directors, IV.2.1
Remuneration report: Strategy - Long term - Sustainability.
Within AvH, materiality operates on two levels: (1) AvH as an investment company, and (2) AvH as a responsible owner. The interaction between the two levels is shown in the visual below.
Six material topics were established as cornerstones of AvH's ESG policy and methodology. 'Responsible ownership' and 'Corporate governance' determine the strategy and control. AvH rolls out the necessary actions through the right

culture or 'Business ethics' and the attraction and training of the right talent ('Talent development'), supported by 'Innovation' and operational efficiency. This leads to 'Financial resilience and long-term return'.
AvH's ESG approach as an investment company is based on a materiality exercise done in 2019. The substantive review was updated in 2022, while the impact of the topics is monitored annually.
The business impact (X axis) is measured by the impact on the shareholders' equity, market capitalisation and recurring impact on the result over a period of 3 to 5 years. A new stakeholder survey (Y axis) was launched at the end of 2021. The stakeholders are shown in the table below. AvH broadened the range of stakeholders in the survey in order to capture even better the views of the different stakeholders. The response rate of the survey was 77%, which gives an indication of the good relations with the stakeholders.

(1) Approved by the board of directors on October 4, 2022.
| Stakeholders | Dialogue |
|---|---|
| Participations | • Involved in AvH's ESG stakeholder consultation • CEO sounding boards • HR sounding boards, innovation, ESG, legal and finance workshops • ESG questionnaire (annual) for all participations • ESG strategic sessions with participations • ESG sector initiatives for real estate and financial institutions |
| Investment team (including executive committee) |
• Involved in AvH's ESG stakeholder consultation (investment team) • ESG training and awareness sessions • Bimonthly information sessions (AvH What's Up) |
| Board of directors | • Involved in AvH's ESG stakeholder consultation • ESG explained annually in the audit committee and discussed and approved by the board of directors |
| Shareholders | • Selection involved in AvH's ESG stakeholder consultation • Feedback to broader shareholder groups |
| Investors | • Financial institutions (bankers and analysts) involved in AvH's ESG stakeholder consultation • AvH presentations to investors |
The material ESG-related risks of the AvH group are situated at the level of the participations. This means that an ESG risk or opportunity in a participation can potentially also have a major (positive or negative) impact on the consolidated shareholders' equity or net result of AvH, taking into account the shareholding percentage owned by AvH. A long-term perspective is adopted in this respect. To monitor its portfolio from an ESG perspective, AvH conducts an annual risk analysis of the companies in its portfolio. This analysis, of which the procedure is described in the visual on page 74, is based on (1) the available materiality matrix of the participations, combined with data from (2) AvH's ESG questionnaire, (3) available external ESG ratings (retrieved from the ESG questionnaire) and (4) knowledge of the investment team about the participations and the sectors in which they operate. The results are reported to the executive committee and the audit committee.
The table below summarises the results of this risk analysis (taking into account the shareholding percentage). This shows that all the participations mentioned (DEME, Delen Private Bank and Bank Van Breda) have a potentially material ESG risk as regards corporate governance, but that only DEME has a potential ESG risk as regards environment or social aspects in the consolidated financial statements of the AvH group. Other participations (such as CFE, SIPEF and Nextensa) or other ESG risks and opportunities than those mentioned below are included in the analyses, but based on the current insights they are not deemed to have a material impact on the AvH group.
| ESG risks and opportunities that are material to the AvH group | ||||
|---|---|---|---|---|
| Participation | Environment | Social (including human rights) | Governance (including anti-corruption) | |
| Climate and energy | Health and safety | Business ethics | Sustainable innovation | |
| n.m. | n.m. | Asset protection | Responsible investment policy |
|
| Business ethics | Protection of data and privacy |
|||
| n.m. | n.m. | Safe harbour | Protection of data and privacy |
|
| Business ethics | ||||
| n.m. | n.m. | n.m. |
n.m.: (not material): no material ESG risk at AvH level, measured by the impact on AvH's consolidated shareholders' equity and net result, and taking into account the shareholding percentage of AvH in the participation.
Since 2019, AvH's ESG policy has been coordinated by a member of the executive committee (André-Xavier Cooreman). Twice a year, an ESG steering committee, composed of the two co-CEOs, CFO, Secretary-General and the member of the executive committee responsible for ESG, evaluates the ESG policy, the progress made, and the ambitions and priorities at the suggestion of an ESG working group.
The ESG working group meets on average every two months and is in charge of the operational rollout of the ESG policy. The ESG working group is coordinated by the Head of ESG and is composed of the member of the executive committee responsible for ESG, representatives of the investment team, the chief human capital officer (CHCO), legal, investor relations and finance.
The full executive committee approves these evaluations and reports at least once a year to the audit committee and the board of directors. In 2022 a session was held on ESG policy for the board of directors and a session on ESG reporting for the audit committee. The scope of these discussions includes AvH (holding, own operations and investments) and the ESG policy of the participations. Three members of the board of directors, two of whom are on the audit committee, are familiar with ESG based on their professional experience.
Participations are encouraged to set up their own ESG governance structure and to report at least once a year to their own board of directors (on which AvH is represented). Since the information gathered at the participations is crucial, AvH makes every effort to have qualified ESG teams at the companies that are supported by their respective management teams.
More information about the ESG competencies of the board of directors can be found in the section 'Corporate governance statement, 2. Board of directors - 2.1 Composition'.
In the run-up to the rollout of the 'EU Sustainability Reporting Standards' (ESRS standards) for the 2024 financial year, AvH invested in an ESG reporting tool to collect data from the participations, and the new GRI standards were rolled out. AvH regards this as the first steps towards an ESG reporting that is relevant, auditable and comparable. The reference models and the perimeter for the ESG reporting are discussed in the following sections.

AvH uses the international ESG standard 'Sustainable Development Goals' (SDGs)
of the United Nations to structure its sustainability reporting. Based on the materiality analysis that was performed, AvH focuses, as an investment company, on four SDGs which the executive committee uses as guiding principles for its policy.
This report refers to the new GRI Universal Standards of 2021. These standards support AvH's ESG philosophy based on materiality and focus, and exist out of three parts:
A detailed reference table to the GRI Universal Standards can be found in the Sustainability report: annex - GRI reference table at the back of the annual report.
• Reporting perimeter
AvH reports on ESG based on its accounting consolidation perimeter (See Note 2 - Section 1 Fully consolidated subsidiaries). As an investment company, however, AvH uses as perimeter the assets it manages in accordance with the approach of UN PRI. Certain KPIs are reported more widely on the basis of AvH's shareholding percentage. Furthermore, certain key figures are only relevant to the investment company itself and the associated (investment) team.
The four ESG material participations are DEME, Delen Private Bank, Bank Van Breda and SIPEF, and together represent more than 65% of the net assets.
More information about ESG can be found in the Sustainability report: annex at the back of the annual report.

80 Your partner for sustainable growth

31/12/2022
Contribution to the AvH consolidated net result
| (€ million) | 2022 | 2021 | 2020 |
|---|---|---|---|
| DEME | 67 .5 | 68 .6 | 28 .6 |
| CFE | 17 .5 | 23 .5 | 7 .8 |
| Rent-A-Port | 6 .6 | 2 .9 | 1 .0 |
| Green Offshore | 3 .0 | 4 .0 | 9 .3 |
| Total | 94 .6 | 99 .0 | 46 .7 |

DEME is one of the largest and most diversified dredging and marine construction companies in the world.

CFE is a listed Belgian multidisciplinary group with activities in Belgium, Luxembourg and Poland.


Rent-A-Port develops port-related industrial zones in Vietnam.

Green Offshore invests in offshore wind farms.



Bouvy
Vandenbulcke
Tancré
Verbraecken
DEME is a world leader in the specialised fields of dredging, solutions for the offshore energy industry, infra marine and environmental works. The company can build on more than 140 years of know-how and is a front runner in innovation.
2022 was an important year in DEME's history as it embarked on a next chapter in its long history becoming a separately listed company on Euronext Brussels. DEME is proud that it accomplished this ambition as planned, despite the somewhat volatile and uncertain operating environment. DEME remains convinced that the listing is an incredible opportunity for the company, clients, investors, shareholders and its worldwide team of employees. The company was pleased to see that the listing has been warmly welcomed by its stakeholders.
DEME can now really 'tell its own story' and drive its strategy and ambitions forward.
Split of turnover
2022 was a memorable year for DEME. The group performed well, despite geopolitical tensions, spiralling inflation, high steel prices and challenges related to the pandemic. DEME broke two records in 2022: an order backlog of more than 6 billion euros and an all-time high turnover of 2,655 million euros.
The increase of the order backlog to 6,190 million euros (2021: 5,905 million euros) reflects the persistently strong demand and DEME's attractive market position, and was buoyed by the intake of some substantial contracts in Offshore Energy. The order backlog at year-end 2022 was 2.3 times the total turnover for 2022 and gives a good visibility on the activity for the next 3 years.
The turnover increase of 6% was realised by all segments. Offshore Energy and Dredging & Infra reported an increase of 5% and 3% respectively, while Environmental increased by 24%. At group level, DEME's turnover has clearly recovered to the level before the COVID-19 pandemic (2019: 2,622 million euros, 2018: 2,646 million euros).
DEME realised and EBITDA of 474 million euros, comparable to 2021, which corresponds to an EBITDA margin of 17.9%. Although Dredging & Infra made the biggest contribution to the EBITDA, it remained lower than the top performance of 2021. However, solid results in Offshore Energy and Environmental made up for this. The EBITDA margin was to some extent influenced by a combination of a higher number of repairs and maintenance, inflation, and rising prices for equipment and raw materials. In 2022, DEME received 19 million euros in compensation for the incremental costs incurred as a result of the late delivery of the 'Orion'. The figures for 2021 had incorporated a sum of 15 million euros in compensation received for late delivery of the 'Spartacus'. Depreciation increased as a result of new vessels that have joined the fleet, namely the 'Groenewind' and the 'Spartacus' (as of 2021) and the 'Orion' (as of June 2022). Unlike in 2021, there were no impairment losses in 2022. The EBIT increased by 8% to 155.2 million euros.

| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 2,654,725 | 2,510,607 | 2,195,828 |
| EBITDA | 473,906 | 469,309 | 369,458 |
| EBIT | 155,236 | 143,282 | 64,281 |
| Net result (group share) | 112,720 | 114,581 | 50,410 |
| Shareholders' equity (group share) |
1,753,947 | 1,579,543 | 1,467,492 |
| Net financial position | -520,513 | -392,678 | -489,030 |
| Balance sheet total | 4,509,778 | 4,049,597 | 3,941,494 |
| Order backlog | 6,190,000 | 5,905,000 | 4,500,000 |
| Capex | 483,923 | 282,044 | 201,572 |
| Personnel | 5,153 | 4,880 | 4,976 |

Hand in hand with the know-how of the people of DEME, is the capability of DEME's fleet. DEME has set out to create the most modern, sustainable fleet in the industry and has welcomed incredible vessels recently. They are unique in the industry.
In the Offshore Energy segment, DEME's revolutionary offshore installation vessel 'Orion' is the first floating monohulled vessel able to perform XXL monopile foundation installation operations. In less than 6 months after delivery, it had successfully installed giant monopiles, topsides, a huge jacket and carried out a big decommissioning project.
The pioneering mega cutter suction dredger (CSD) Spartacus has also impressed the dredging industry. Spartacus has more cutting power than any other CSD in the world and has already proven its unrivalled capabilities in terms of production rates, pumping power and ability to cut hard material. This has been coupled with a substantial reduction in fuel consumption per unit of work. Spartacus is certainly a wonderful flagship for DEME's future-proof, sustainable fleet.
And in order to keep pace with the rapid growth in the offshore wind market, it was decided to invest in a second huge cable layer - Viking Neptun - which joined the renowned Living Stone in the course of 2023. Furthermore, DEME is investing in a giant fallpipe vessel, while the famous sister vessels - Sea Challenger and Sea Installer - are both being adapted so they can handle the XXL turbines of the future.
The net profit for 2022 amounted to 112.7 million euros (2021: 114.6 million euros).
DEME's balance sheet remains healthy with a net debt position of 521 million euros, while it continues to invest in the fleet and in the future growth of the company.
DEME Offshore had a remarkable year, with great new wins and registering a 5% turnover growth, with solid increases in profitability. In April, Orion joined the fleet, and brought a game-changing installation concept to the offshore energy market. The vessel is now being prepared to enter the US market, another important milestone. Not only will DEME construct the first wind farms in the US, its activities elsewhere in the world are also intensifying as contracts got secured in South East Asia (Taiwan, Australia). Meanwhile, the segment successfully installed XXL monopile foundations at Saint-Nazaire offshore wind farm (France) ahead of the planned
DEME I From left to right: Orion (Dutch Coast North) - Top: Meuse River (Scheldt) - Bottom: Spartacus (Leixoes - Portugal)

schedule and despite the fact they were drilled directly into rock. In a demonstration of its cable laying prowess, DEME was awarded an EPCI contract for the inter-array cables at Dogger Bank C (UK).
DEME Offshore's order backlog increased by 16% to 3.3 billion euros at year-end 2022. This includes major projects that were won in mainland Europe, the UK, Australia, Taiwan and the US in the second half of the year.
The Dredging & Infra segment succeeded to further grow its topline despite the challenging 2021 comparison base and a difficult planning for the year due to a high number of dockings and a redeployment of vessels in relation with the Russia-Ukraine conflict. The segment performed a maintenance project in South Korea for the first time in its history, next to longstanding maintenance dredging contracts in Europe along the Elbe and Scheldt rivers. Another noteworthy project was the successful completion of the modernisation of the Świnoujście-Szczecin Fairway in Poland. Also the DEME Infra team had a busy year as the iconic Fehmarnbelt Fixed Link project (between Germany and Denmark) ramped up, and work on the Blankenburg Connection (Netherlands), New Lock Terneuzen (Netherlands) and Oosterweel Link (Belgium) continued apace.
The order backlog decreased to 2.6 billion euros, which is still a high level. Major new contracts include dredging and coastal protection works in Livorno (Italy), the new container terminal in Gdansk (Poland), port expansion works in Soyo (Angola), and contracts in the Indian subcontinent.
The Environmental team had a very busy year and continued its growth trajectory surpassing 200 million euros annual turnover. The segment made good progress on large-scale projects such as Blue Gate in Antwerp and a range of complex remediation projects throughout the Benelux and the UK. DEME Environmental is setting new standards in the industry, with a focus on evidence-based remediation. Additionally, it has developed an innovative PFAS pollution cleaning method and recently boosted its handling capacity by making additional investments in its soil recycling centres.
The order backlog kept growing steadily with new contracts in Norway and France and follow-up projects in Belgium. At year-end 2022, the order backlog amounted to 313 million euros, a 23% increase compared to year-end 2021.
Many of the Concessions segment's projects support the energy transition and the move to a more sustainable planet. DEME Concessions was therefore honoured that King Philippe and Queen Mathilde of Belgium attended the official opening of the Port of Duqm (Oman) and visited HYPORT®, DEME's flagship production site for green hydrogen. In a remarkable accomplishment, Thistle Wind Partners, a consortium including DEME Concessions, was awarded in the highly competitive ScotWind seabed leasing process an area to develop 2 GW worth of offshore wind projects, which includes both bottom-fixed and floating foundations. Another major focus is helping to tackle the scarcity of resources where GSR is continuing its conscientious research into the possibility of collecting metal-rich, polymetallic nodules from the deep ocean floor.
The strong increase of demand in all of DEME's segments, and particularly in Offshore Energy, gives great confidence in the long-term growth prospects. DEME expects to see a gradual increase in turnover over the next few years, given the current

Luc Vandenbulcke CEO
"2022 was a momentous year. Against the background of geopolitical tensions, rapidly rising inflation, high steel prices and challenges associated with the pandemic, we performed well. In addition we became a publicly traded group, listed on the Euronext Brussels exchange, giving the group more visibility and support for our strategy."
backlog and current and projected fleet capacity. In light of the project-based nature of many of DEME's activities, management expects the annual EBITDA margin to vary somewhat but to stay within the 16 to 20% range for the group.
For 2023 and taking into account present market conditions, current orderbook and fleet capacity, management expects revenues to be higher than in 2022 with an EBITDA margin comparable to 2022.
Capital expenditure to support the growth is anticipated to be around 500 million eurod for 2023.
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Regout
Lefèvre
Van Dromme
Van Brabant
After the partial split from DEME, the multidisciplinary group CFE has gained agility by focusing on four core and complementary activities: Real Estate, Multitechnics, Construction & Renovation, and Investments.
2022 has been a pivotal year for the CFE group. Moving forward, the group aims to take optimal advantage of the synergies between these entities to lead in the high-growth markets of sustainable buildings, smart industries, and tomorrow's infrastructure for energy and mobility.
The new beginning is marked by CFE's new creed 'Changing for Good', emblematic of its goal to make a difference for future generations. The SPARC-strategy (Shift - Perform - Accelerate - Return - Community) is bringing a single focus throughout the organisation to jointly realize the Shift to innovation and sustainability, Perform through operational excellence, Accelerate sustainable growth through an integrated approach, Return value to all stakeholders, and build the Community that will make a change for good.
The strategy is already bearing fruit, delivering very solid results for the second year in a row, despite the unfavourable economic context. Turnover and order book have increased to a record level, with an outstanding return on capital invested, and a significant reduction in debt. From an overall perspective, the forecasts for 2022 were more than confirmed.
The demerger from DEME made the group more agile as it focused on 4 segments. Thanks to the strength of its multidisciplinary business model, CFE was able for the second year in a row to report solid operating results, while the order book increased to a record level and the financial position was considerably strengthened.
| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 1,167,221 | 1,125,346 | 1,026,600 |
| EBITDA(2) | 63,130 | 68,538 | 45,258 |
| EBIT | 51,014 | 57,976 | 38,135 |
| Net result (group share) | 38,434 | 39,506 | 17,689 |
| Shareholders' equity (group share) |
224,653 | 133,831 | 95,311 |
| Net financial position | -48,849 | -112,995 | -112,400 |
| Balance sheet total | 1,058,079 | 1,002,598 | 945,598 |
| Order book | 1,715,131 | 1,620,619 | 1,549,061 |
| Personnel | 2,997 | 3,043 | 3,137 |
(1) Excluding discontinued activities
(2) Excluding joint ventures
CFE's turnover increased in 2022 by 3.7% to 1,167.2 million euros (2021: 1,125.3), primarily thanks to Construction & Renovation. Despite a disrupted macroeconomic context, the operating result was high, while at 38.4 million euros the net result stayed close to the record level of 2021 (39.5 million euros). All four segments made a positive contribution to this net result.
The order book increased by 5.8% to a record level of 1,715 million euros, compared to 1,621 million euros at year-end 2021.
CFE's net financial debt showed a significant decrease of 56.8% compared to December 31, 2021, to 49 million euros. As a result, the debt ratio decreased from 45.8% in 2021 to 17.9% in 2022.
The acceleration of digitalisation across all business processes, the larger selectivity in the acceptance of projects to improve risk management, the launch of the implementation of a new ERP, and the multiple initiatives to improve operational excellence will continue to raise profitability and resource efficiency in the years to come.
The multidisciplinary approach, combining the strengths of multiple entities, has delivered some remarkable results in 2022. Despite a complex economic and geopolitical situation caused by the Russian-Ukrainian conflict, the Polish branch of BPI Real Estate has been able to launch four major projects in the country's largest cities. The projects were developed together with CFE Polska as construction company, showcasing a true partnership between the two entities.
Another outstanding example of collaboration is the Wooden building in Luxembourg. With 9.500 sqm, the construction is the largest office building in wood in the country and the result of a synergetic collaboration between BPI Real Estate, CLE, and Wood Shapers. With a PEFC certified wooden bearing structure, the construction's outstanding sustainability standards will be BREEAM® Excellent certified, as well as obtain the WELL Building Standard® for exceptional working environment. The building was already fully let at its sale end 2022.
In Belgium, construction is ongoing of Wood Hub, the future headquarters of the CFE Group. This highly sustainable and innovative 6,700 sqm building is based on a mixed wood and concrete structure. It will also be certified BREEAM® Excellent and WELL Building Standard®, and be a precursor of future developments. Showcase of the collective strength of the different segments, it is a collaboration between BPI Real Estate for the development, BPC Group and Wood Shapers for the construction, and VMA for the technical installations and the implementation of Vmanager's smart building software.


CFE I From left to right: The Roots (Luxembourg) - Top: Mobix (L50A Bruges - Jabbeke) - Bottom: Wooden (Luxembourg)
Innovation and sustainability are the driving forces of the CFE Group today. In its own activities, the group has realized a reduction in CO2 emissions of 33% over the period 2018-2021, and aims to reach 40% by 2030 compared to 2020.
Construction sites such as ZIN in Brussels are aiming for ambitious standards in terms of circularity. The redevelopment of both towers, with an above-ground area of 110,000 m2 , is keeping 65% of the existing construction and maximally uses recycled concrete from the old building. Also, for new materials used, almost 95% was cradle-to-cradle certified. All this making for a circularity level never seen before on a site of this scale.
Next to sustainability, innovation is front and centre in the renewed ambition of the Group. This shows in the investments made in new technology at VMA. With the acquisition of Rolling Robotics, the multi-technics provider now has outstanding expertise in the offline programming and commissioning of robotics for industrial automation with global reach. Also, the massive investments in VMA's Vmanager give it an integrated smart-building technology solution that allows customers to gain strong insights into the operation of their building to optimise energy consumption and to efficiently take care of the building maintenance.
BPI Real Estate (Real estate development) is showing a diversified real estate portfolio of a total of 452.000 sqm under development. Marketing of several Belgian flagship projects such as Arboreto, Tervuren Square and a new Phase named "Park" of Erasmus Gardens has begun. Sales are satisfactory with, for example, the Domaine des Vignes in Luxembourg already being sold for 90%. In Poland, BPI has strengthened its presence in the country's major cities with multiple residential projects such as Czysta 4 and Chmielna. The Arlon 53 project, which will start as soon as the building permit is received, demonstrates BPI's ambition to make environmental and social qualities an integral part of its DNA.
In the Multitechnics segment, VMA has realized a solid increase in turnover. The entity has demonstrated its expertise in Building Technologies, winning multiple contracts for technical installations including building monitoring and management with Vmanager. Noteworthy is the technical feat of fitting the Westland Shopping Center in Anderlecht while it remained open. In its Industrial Automation activities, VMA closed new orders at a total value of 10 million euros for the automation of battery plants, thereby strengthening its market position in delivering tailored endto-end automation solutions. Mobix is experiencing a slight decrease in its turnover and order book. The decline in tenders launched by Infrabel is having a strong impact on this entity's railways and infrastructure branch. Nevertheless, it continues to deliver outstanding technical services, such as the replacement of the catenaries on a section of the Brussels-Ostend line, which was completed in record time, and the emergency repair of Leuven railway station.
| Turnover | Operational result(1) | Net result(1) | Order book | |||||
|---|---|---|---|---|---|---|---|---|
| (€ million) | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | 2022 | 2021 |
| Real estate development | 85.4 | 106.3 | 17.6 | 30.1 | 14.4 | 23.0 | 203.0 | 190.0 |
| Multitechnics | 338.8 | 321.4 | 11.3 | 18.8 | 6.9 | 13.0 | 368.9 | 401.0 |
| Construction and Renovation | 798.7 | 723.7 | 15.0 | 9.3 | 9.0 | 2.8 | 1,264.1 | 1,166.0 |
| Investments & Holding (incl. eliminations) |
-55.7 | -26.0 | 7.2 | -0.2 | 8.1 | 0.7 | -120.9 | -136.7 |
| Total | 1,167.2 | 1,125.3 | 51.0 | 58.0 | 38.4 | 39.5 | 1,715.1 | 1,620.6 |
(1) Including contribution Rent-A-Port and Green Offshore
The Construction and Renovation entities have increased their turnover by 10%, especially in Belgium and Poland, and the order intake reached a record high. Some flagship projects are Kanal, the conversion of the former Citroën garage in Brussels into the new Contemporary Art Museum, and ZNA Cadix, the long-awaited new ultra-modern hospital in the north of Antwerp. The demand for wood construction continues to grow with the integrated offering by Wood Shapers finding its way to projects such as Wooden, Rockwood and The Roots in Luxembourg, Monteco, Wood Hub and Naval in Belgium, and Alliander and Weener XL in the Netherlands.
The Investments segment of the CFE Group consists mainly of the production of green electricity and the development of industrial land and port areas in North Vietnam. The SeaMade and Rentel offshore wind farms were able to meet the energy needs of 700,000 homes. Investments in ESTOR LUX, the BStor subsidiary that owns and operates the largest battery park in the Benelux in terms of storage capacity, are starting to bear fruit with the start of the park's activities in 2022. In Vietnam, Rent-A-Port continued the development of its five port concessions in the provinces of Hai Phong and Quang Ninh. After two difficult years marked by the health crisis, sales of industrial land have resumed and this movement should accelerate in the coming years.
The human factor remains essential to the success of the CFE Group. Safety and the reduction of accidents are a daily priority, enabled by a group-wide Safety Board. The launch of the CFE Academy shows the group's commitment to continued investment in its employees' capability.
Excluding exceptional circumstances and despite a more difficult real estate situation due to increasing interest rates, CFE expects a moderate increase in its turnover and a continued high level of net profit, close to from that of 2022. In the absence of project deliveries in Poland in 2023, and as a result of less favourable market conditions, BPI's net profit could decrease in 2023, while should nevertheless remain at a high level. Thanks to a solid order book, Construction & Renovation and VMA are expected to realise a moderate turnover increase while continuing to improve their operational performance. 2023 will be a year of transition for MOBIX, marked by the end of the Luwa project and a more modest activity in the Rail division, before a recovery is expected from 2024.

Raymund Trost CEO
"We delivered solid operational results for the second year in a row with all four segments contributing significantly. We markedly strengthened our financial position despite extreme macro-economic volatility and major investments in our growth businesses."




Ruben
Bruno Jaspaert Baeckelandt
Patrick Nellens
Rent-A-Port specialises in the development and operation of port-related industrial zones in Vietnam.
DEEP C Industrial Zones is developed through the investment holding company Infra Asia Investment HK Ltd. In the first half of 2022, Rent-A-Port increased its stake in IAI from 61% to 94%, a transaction financed with additional shareholder loans from AvH and CFE.
At year-end 2022, DEEP C Industrial Zones had 3,400 hectares of industrial land divided over 5 different zones across the northern provinces of Hai Phong and Quang Ninh. In addition, Deep C Green Energy, a joint venture with the Japanese firm Tepco, supplies electricity to investors in the industrial zones. The ISO (9001 and 14001) certified wastewater treatment plant is operated by sister company DEEP C Blue, which is also in charge of water distribution and the entire water recycling management.
After the challenging year 2021, sales of port-related industrial land in 2022 amounted to 66 hectares (2021: 64 hectares). The order book for 2023 is increasing too.
Due to the strategic location, the strong economic growth of Vietnam and the growing demand for industrial land in North Vietnam, the management remains confident that a significant increase in land sales may be expected in the coming years.
Meanwhile, Deep C continues to expand its services with a.o. the rental of logistics and industrial buildings, and the construction of a first customer service complex. With the recognition as an Eco Industrial Park, in cooperation with UNIDO (United Nations Development Organisation) and MPI (Ministry of Planning and Investment), DEEP C succeeds in projecting itself as the ultimate sustainable partner for investors in a strategic investment location in North Vietnam.
| (€ 1,000) | 2022 | 2021 | 2020 | |
|---|---|---|---|---|
| Turnover | 58,027 | 50,527 | 72,706 | |
| EBITDA | 17,535 | 8,656 | 16,894 | |
| EBIT | 14,827 | 6,167 | 14,248 | |
| Net result (group share) | 8,104 | 3,578 | 1,174 | |
| Shareholders' equity (group share) |
83,514 | 79,555 | 60,154 | |
| Net financial position | -64,281 | -29,698 | -66,106 | |
| Balance sheet total | 260,565 | 254,687 | 248,279 |
In October 2021, the construction of a first battery storage system (10 MW / 20 MWh) in Bastogne was completed. This Estor-Lux project was successfully developed by BStor, formerly Rent-A-Port Green Energy, and responds to the need for flexible solutions on the electricity markets. After SRIW Environnement joined the shareholding, Rent-A-Port holds a 38% stake in BStor.
Thanks to the favourable market conditions in 2022, BStor realised a turnover of 5 million euros, which exceeded expectations.
BStor's ambition is to develop a capacity totalling 150 MW of energy storage by 2024-2025.



Verkest
Christophe Mathias
De Winter
Wendy
Goossens
Bruno Verbeke
Green Offshore is active in the development and operation of offshore wind farms.
Green Offshore holds a participating interest in the umbrella company Otary (12.5%) and thus (direct and indirect) participations in the Belgian offshore wind farms Rentel (12.5%) and SeaMade (8.75%).
The Rentel offshore wind farm lies approximately 34 km off the Ostend coast and has 42 wind turbines of 7.35 MW. With a total installed capacity of 309 MW, Rentel supplies renewable energy to approximately 300,000 households. In 2022,

Green Offshore I SeaMade
| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Production (in GWh) | |||
| Rentel | 899 | 922 | 1.136 |
| SeaMade | 1,534 | 1,592 | 524 |
| Net result (group share) | 3,560 | 4,831 | 11,430 |
| Shareholders' equity (group share) |
45,604 | 26,622 | 14,749 |
| Net financial position | -2,669 | -7,853 | -13,916 |
| Balance sheet total | 50,111 | 38,610 | 29,096 |
the Rentel wind farm generated almost 0.9 TWh green energy. This production, despite good wind farm availability during the year, fell short of expectations due to there being less wind than expected.
The SeaMade wind farm comprises the Mermaid and Seastar concession zones in the Belgian North Sea - respectively 50 km and 38 km off the Ostend coast - and has 58 wind turbines of 8.4 MW. With a total capacity of 487 MW, SeaMade is the largest offshore wind farm in Belgium. The SeaMade wind farm generated just over 1.5 TWh green power in 2022. Wind farm availability was also good for SeaMade, although wind production fell short of expectations.
Since electricity is sold on the basis of long-term contracts, no extra profits were realised in 2022 from the price spikes on the wholesale electricity market since the outbreak of the Ukraine crisis.
Otary is the biggest offshore wind energy producer in the Belgian North Sea with a total installed capacity of 796 MW. It operates and maintains the two wind farms from the port of Ostend.

Contribution to the AvH consolidated net result
| (€ million) | 2022 | 2021 | 2020 |
|---|---|---|---|
| FinAx | -0.2 | -0.2 | -0.2 |
| Delen Private Bank | 126.5 | 132.0 | 103.5 |
| Bank Van Breda | 53.8 | 51.3 | 38.0 |
| Total | 180.1 | 183.1 | 141.3 |


Delen Private Bank focuses on discre tionary asset management for private clients.

Bank Van Breda is a specialised advi sory bank that focuses exclusively on entrepreneurs and liberal professions.

Despite a challenging context, both Delen Private Bank and Bank Van Breda again reported excellent commercial results.
The excellent results were partly offset by the negative development of the financial markets. Consequently, the combined total client assets amounted to 57.7 billion euros at December 31, 2022, compared to 57.6 billion euros at June 30, 2022 and 63.9 billion euros at December 31, 2021.
The combined (Delen Private Bank + Bank Van Breda) gross operating income amounted to 650 million euros (2021: 633 million euros), of which 83% is fee-driven. Despite the negative stock market development, the fee income increased since the average assets under management over 2022 were slightly higher than the average in 2021. For the group as a whole, the income on invested assets remains high at 1.01%. Rising interest rates and growth of the loan portfolio resulted in an increase in the combined interest income.
The combined operating costs increased due to the automatic salary indexation, further increases of staff numbers, IT investments, higher commercial activity and increased depreciation costs as a result of the opening of the refurbished branch of Delen Private Bank in Antwerp. This increased the cost-income ratio to 53.0% (41.93% at Delen Private Bank, 87.71% at JM Finn and 55.1% at Bank Van Breda). This is still an excellent figure in the industry thanks to the efficient organisation with robust processes and a high degree of digitalisation, competent staff, good cooperation between the two banks, and the quality of the assets under management.
The combined net profit remained virtually stable at 228.9 million euros (2021: 233.5 million euros), of which 160.6 million euros contributed by Delen Private Bank (including 8.4 million euros by JM Finn) and 68.3 million euros by Bank Van Breda. The total provision for credit losses at Bank Van Breda remains low at 0.02% of the average loan portfolio. Since the bank did not record any significant credit losses in 2022, this provision is almost exclusively driven by provisions for expected credit losses as a result of the increased volume of lending.
The combined shareholders' equity increased to 1,749 million euros (compared to 1,691 million euros at year-end 2021). Solvency and liquidity remain exceptionally strong, with a combined common equity tier1 ratio (CET1) based on the 'Standardised approach' of 23% and a leverage ratio of 13.8%, well above the industry average and the legal requirements. Despite the difficult market conditions and the conservative balance sheet, the group achieved an above-average combined ROE of 13.3%. Thanks to the solid increase of total client assets and their exceptional operational efficiency, Delen Private Bank and Bank Van Breda remain consistent outperformers in the European private banking landscape.
Right top: Bank Van Breda I Kortrijk and Eigenbrakel - Right bottom: Bank Van Breda I Antwerp

| (€ mio) | 2022 | 2021 | 2020 | |
|---|---|---|---|---|
| Total client assets | ||||
| Delen Private Bank (AuM) | 48,010 | 54,346 | 45,116 | |
| of which discretionary | 89% | 85% | 84% | |
| Delen Private Bank | 36,419 | 40,340 | 33,771 | |
| (1) Delen Private Bank Netherlands |
1,022 | 1,154 | 859 | |
| JM Finn(1) | 11,591 | 14,006 | 11,345 | |
| Bank Van Breda | ||||
| Off-balance sheet products | 14,095 | 14,720 | 11,948 | |
| Client deposits | 6,553 | 6,368 | 5,907 | |
| AuM at Delen(1) | -10,943 | -11,502 | -8,873 | |
| Delen en Van Breda combined (100%) | 57,715 | 63,932 | 54,098 | |
| Gross inflow AuM | 4,557 | 5,598 | 3,585 | (1) Already included in Delen Private Bank |
AuM
| (€ mio) | Delen and Van Breda combined (100%) |
Delen Private Bank | Bank Van Breda | ||||
|---|---|---|---|---|---|---|---|
| 2022 | 2021 | 2020 | 2022 | 2021 | 2022 | 2021 | |
| Profitability | |||||||
| Operating income (gross)) | 650 | 633 | 534 | 515 | 506 | 197 | 185 |
| Net profit | 229 | 233 | 180 | 161 | 168 | 68 | 65 |
| Gross fee and commission income as % of gross operating income |
83% | 86% | 83% | 97% | 99% | 52% | 54% |
| Gross fee and commission income as % of total AuM |
1.01% | 1.00% | 0.92% | 0.99% | 1.0% | 0.65% | 0.7% |
| Cost-income ratio | 53% | 52% | 54% | 52%(1) | 50%(1) | 55% | 55% |
| Balance sheet | |||||||
| Total equity (incl. minority interests) |
1,749 | 1,691 | 1,562 | 1,080 | 1,024 | 674 | 678 |
| Total assets | 10,162 | 10,072 | 9,117 | 2,582 | 2,429 | 7,657 | 7,792 |
| Customer deposits | 6,553 | 6,368 | 5,907 | - | - | 6,553 | 6,368 |
| Customer loans | 7,044 | 6,458 | 5,885 | 855 | 710 | 6,188 | 5,748 |
| Risk-weighted assets | 6,125 | 5,614 | 5,605 | 2,016 | 1,806 | 4,136 | 3,849 |
| Cost of risk(2) | 0.01% | -0.04% | 0.09% | 0.00% | 0.00% | 0.02% | -0.04% |
| Key ratios | |||||||
| Return on equity | 13.3% | 14.4% | 12.2% | 15.3% | 17.0% | 10.1% | 10.0% |
| CET1 ratio | 23.0% | 23.8% | 21.7% | 38.1% | 38.0% | 15.5% | 16.8% |
| Leverage ratio | 13.8% | 13.2% | 13.3% | 31.7% | 30.2% | 8.1% | 8.1% |
| LCR | 212% | 208% | 249% | 640% | 495% | 138% | 160% |
(1) JM Finn: 87.7% (2022), 87.3% (2021)
(2) Of which ECL (expected credit loss): 0.02% (2022), -0.05% (2021), 0.07% (2020)


Michel Buysschaert

Matthieu Cornette

Alexandre Delen

Katrin Eyckmans

Eric Lechien

Bart Menten
Delen Private Bank
Delen Private Bank focuses on the management and planning of assets of primarily private clients. The group has developed into an established name in Belgium, and has a growing presence in the other Benelux countries, in Switzerland and in the United Kingdom (JM Finn).
Delen Group has shown resilience in a capricious year
2022 was a tumultuous and exceptionally difficult year. Inflation, rising interest rates, slowing growth and the war in Ukraine kept investors in a stranglehold. Share and bond prices went down sharply.
Delen Group did everything possible to adhere to its mission - financial peace of mind for its clients - in the midst of all this uncertainty. Its consistent, recognisable and accessible service gave clients a solid foothold. This translated into an outstanding net inflow of assets in all the countries where Delen operates.
The assets under management of Delen Group (consolidated) reached a level of 48,010 million euros at year-end 2022 (2021: 54,346 million euros). At Delen Private Bank (Belgium, the Netherlands, Luxembourg, Switzerland), the assets under management amounted to 36,419 million euros at year-end 2022 (2021: 40,340 million euros). Of that amount, 1,022 million euros originates from the branch of Delen Private Bank in the Netherlands (2021: 1,154 million euros).

The stock market turmoil caused a sharp decrease in the value of the underlying assets, which was partially offset by the net inflow of capital. The new assets came from existing and new clients, and related almost exclusively to discretionary asset management.
All Belgian branches contributed to the inflow. Thanks to close client monitoring, the outflow of capital in 2022 was very limited. Expressed as a percentage of total assets under management, that outflow was in fact at its lowest level in the past twenty years. This suggests that in difficult circumstances a personalised service, proactive and relevant communication and an integrated offering of asset management and planning are key assets.
There was a similar resilience in the Netherlands, thanks to the commercial commitment and efforts of the strengthened team. This dynamic persuaded Groenstate Vermogensbeheer, a Twente-based asset manager with approximately 225 million euros in assets under management, to join the Delen family. The acquisition is expected to be approved by De Nederlandsche Bank during the first half of 2023.
Delen Private Bank owns 92.8% of JM Finn's shares. The assets under management at this British asset management company decreased to 11,591 million euros (10,281 million pounds sterling) at year-end 2022 (2021: 14,006 million euros, 11,769 million pounds sterling). The net inflow was insufficient to make up for the value decrease caused by the unfavourable market conditions. Moreover, the weak pound against the euro (-5.3%) further decreased the assets under management expressed in euros.
The average assets under management at Delen Private Bank held up in 2022, resulting in slightly higher gross revenues (512.1 million euros) than in 2021 (506.8 million euros). The higher interest margin due to rising interest rates on the financial markets had a favourable impact on the result.
The sharp rise in inflation did not leave Delen Group unaffected either. The automatic salary indexation resulted in dramatically higher personnel costs in Belgium, as did the sustained effort to recruit staff (+74 staff members in 2022). The restart of events for clients and prospects (after exceptionally calm, mainly digital events in the corona years 2020 and 2021) and the opening of the new head office in Antwerp also weighed on the cost level.
In the summer of 2022, the costs were again held up to scrutiny. Cost saving efforts are focused on different areas, without affecting costs and investments that support growth. Accordingly, investments in IT, especially in the domain of data security, are being further increased. Data security was and is a top priority for the bank. The increased use of digital channels makes the bank extra vigilant and motivates it to step up its efforts in infrastructure, processes and people.
The group's operating costs increased by 8.7%. The cost-income ratio increased slightly to 51.80% (41.93% at Delen Private Bank, 87.71% at JM Finn), still a very strong figure in the sector.
The net profit of Delen Group decreased slightly to 160.6 million euros in 2022 (compared to 167.6 million euros in 2021). Considering the difficult market conditions and exceptionally high personnel costs, this is a satisfactory figure. JM Finn's contribution to the net result of the group was 8.4 million euros (2021: 8.1 million euros).
The consolidated equity (group share) of Delen Group amounted to 1,078.6 million euros at December 31, 2022, compared to 1,022.5 million euros at December 31, 2021. The group's common equity tier1 capital, after deduction of primarily intangible assets, amounted to 768.2 million euros at year-end (year-end 2021: 686.7 million euros). Delen Private Bank is more than adequately capitalised, and fully meets the Basel III requirements in terms of shareholders' equity as well as liquidity. The common equity tier1 ratio of 38.1% is well above the industry average. Delen Group has a solid and easily understandable balance sheet. The return on the (average) equity amounted to 15.3%, a highly satisfactory figure.
The stock market year 2022 was dominated by high inflation rates, rapidly rising interest rates and a war that led to economic and political uncertainty and an energy crisis. All asset classes went down and even bonds were no longer a safe haven. Unfortunately, there was no escape from the market corrections, which meant that the clients' portfolios also showed negative returns. Providing customers with the best possible information and perspective was more than ever the order of the day. Fortunately, in 2022 it was again possible to do so in person, for example at the Delen Perspectives info sessions in the branches, where clients could hear the experts speak at length. Moreover, more and more clients found their way to wealth planning and Delen Family Services, the two other building blocks of Delen's service package. Wealth planning will remain a fixture in the services in 2023. A threetrack procedure is followed. First, the asset managers work on a full overview that
Delen Private Bank I Antwerp


Michel Buysschaert CEO
"In the turbulent year 2022, the bank showed particular strength, which translated into very satisfactory results. Despite the difficult market environment, net asset inflows increased and the market share is increasing. The success lies, among other things, in the personal follow-up of clients, our committed staff and the cooperation between the teams. All of this contributes to our mission: giving financial peace of mind to our clients."
offers an insight into the client's entire wealth (supported by a digital archive where clients can keep their important documents safe). Financial Planning identifies how the client's life also affects his financial situation and that of his family. Estate Planning analyses what actions are needed to preserve and further strengthen the client's wealth in the future, also with future generations in mind.
After two quiet years, it became possible once more to organise events, for Delen an important way to thank its clients for their trust. For the first time, new partnerships were employed for this purpose with the Royal Museum of Fine Arts Antwerp and with Art Antwerp /Art Brussels.
Delen Private Bank continues to gain market share in the Belgian private banking niche. A strong feature of Delen's approach is the local embedding of the bank in the areas where it operates. This encourages Delen Private Bank to continue to invest in infrastructure. In 2022, Delen Private Bank opened a new branch in Zellik (West Brabant). Besides physical presence, the bank also invests ceaselessly in its digital channels.
At year-end 2022, 87% (31,562 million euros) of the total client assets in Benelux and Switzerland were managed directly under a discretionary mandate or through the bank's own patrimonial beveks (open-ended investment trusts). Expressed in number of accounts, the share of discretionary management accounts is 96.5%.
| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Gross revenues | 512,143 | 502,076 | 412,422 |
| Net result (group share) | 160,623 | 167,556 | 131,387 |
| Shareholders' equity (group share) |
1,078,596 | 1,022,453 | 940,277 |
| Assets under management | 48,009,787 | 54,345,999 | 45,116,280 |
| Cost-income ratio | 51.8% | 50.2% | 53.6% |
| Return on equity | 15.3% | 17.0% | 15.0% |
| CET1 ratio | 38.1% | 38.0% | 40.5% |
| Personnel | 909 | 829 | 757 |
Bank Van Breda once again made a significant contribution to the result and represented approximately 30% of the total assets under management. The negative market impact was largely offset by the net inflow of capital. On December 31, 2022, Delen Private Bank managed 9,279 million euros on behalf of clients introduced by the Bank Van Breda network. In addition, Delen Private Bank handled the securities administration of Bank Van Breda (1,665 million euros).
In the Netherlands, the commercial efforts of the well-integrated and reinforced team were also rewarded with solid figures, namely 1,022 million euros in assets under management. The strategy in the Netherlands is fully aligned with that of Delen Private Bank and also encompasses the Delen Family Services.
The United Kingdom has had a particularly turbulent year. Due to the strong representation of commodities and oil, the British stock market held up relatively well. Without these sectors, however, the performance of British shares was similar to that of its European counterparts. The asset managers of JM Finn maintained a strong diversification of their portfolio and their choice of British multinationals, making them less dependent on the British economy.
The net inflow of assets at JM Finn was satisfactory, considering the difficult market conditions. The relocation to a new office in London and the dynamic renewed management team gave an extra boost.
Since the acquisition of JM Finn in 2011, Delen Private Bank increased its direct shareholding to 92.8%. At year-end 2022, JM Finn managed 11,591 million euros (10,281 million pounds sterling) of total client assets, 82.4% of which in discretionary management. The level of the assets under management and the expansion of the discretionary management segment confirmed that JM Finn is a healthy company with growth potential. The position of JM Finn in the British onshore asset management market, combined with the dedication and experience of Delen Private Bank, will enable JM Finn to continue to expand and to evolve into a prominent player in the British market.

Delen Group demonstrated remarkable resilience in the last two exceptional years of crisis and uncertainty. The group feels confident that it will easily be able to join the economic recovery that will inevitably follow.
As regards asset management, the group sees some uncertainties and risks at the start of stock market year 2023, but also some hopeful signs and great opportunities. 2023 will probably be a pivotal year. The effects of the economic slowdown may affect operating results in the first few months, and geopolitical tensions and uncertainties about the banking sector may weigh on stock markets. Yet better times should gradually come. The inflation peak should be behind us and central banks' interest rate policies should gradually become less stringent. That should breathe new life into the stock markets. Moreover, bonds give attractive yields, after the sharp price decreases of 2022. That creates opportunities, even for the slightly more defensive investor.
Delen Private Bank, in Belgium and the Netherlands, and JM Finn want to remain visible in 2023. In Belgium, Delen will be opening a branch in Charleroi, and work on the new branch in Knokke is progressing as expected (opening expected in 2024). In the Netherlands, the integration of Groenstate Vermogensbeheer is a priority. Besides internal growth opportunities, the group will look into opportunities for acquisition, whenever interesting parties with a similar strategy cross its path.


Dirk Wouters Franck
Tom
Véronique Léonard
Pourbaix Marc Wijnants
Vic
Bank Van Breda is a specialised niche bank that focuses on supporting entrepreneurs and liberal professions in building up, managing and protecting their assets.
2022 was marked by geopolitical tensions, rising energy and consumer prices, high inflation, wage indexations and falling stock markets. Central banks tightened their monetary policy during 2022, raising policy interest rates. The ECB's deposit rates increased from -0.5% to +2% in the second half of the year. This led to a rapid and substantial rise in interest rates, both short and long term.
In this challenging context, Bank Van Breda, after the peak year of 2021, again reported excellent commercial and financial results. The total commercial volumes remained stable at 26.8 billion euros and the net profit increased by 5% to 68.3 million euros. Liquidity and solvency ratios also remained at very solid levels.
In a downward stock market climate, the total client assets decreased by only 2% in 2022 to 20.6 billion euros. This confirms the clients' confidence in the bank, even in times of uncertainty and volatility.
The total client deposits increased by 185 million euros (+3%) to a total volume of 6.6 billion euros.
The off-balance sheet products showed a net increase of 1.1 billion euros, yet that was insufficient to fully offset the negative impact of the decreasing share and bond prices on the off-balance sheet volumes. As a result, the volume of off-balance sheet products decreased by 0.6 billion euros (-4%) to 14.1 billion euros. Of this amount, 10.9 billion euros has been entrusted to Delen Private Bank in the form of asset management and funds.
Based on its comprehensive approach, Bank Van Breda provides loans to family businesses and liberal professions and, through its Van Breda Car Finance division, also provides financing and finance leasing of cars, equipment, charging stations and bicycles. Despite the stiff competition and rising interest rates, the volume of loans to target group clients of Bank Van Breda increased by 343 million euros (+8%) to a volume of 5.55 billion euros. Van Breda Car Finance again put in a strong commercial performance in a challenging year for the automotive industry, increasing its portfolio by 18% to 640 million euros.
The gross operating result (operating income - costs) increased by 8.4 million euros (+10%) to 91.0 million euros thanks to a 6% increase in operating income and a lower increase in operating costs by 2%. This is the result of a very strong commercial performance, both in target group banking for entrepreneurs and liberal professionals and at Van Breda Car Finance.
The consolidated operating income increased by 6% to 195 million euros thanks to a strongly increasing interest result (+17%). This is mainly due to the substantial increase of market interest rates in 2022, combined with a solid qualitative volume increase in loans that support the clients.
The net fee income increased slightly (+2% compared to 2021). Despite decreasing share prices, the bank was able to partially offset the impact of the negative stock market effect with a very satisfactory net increase in the volume of off-balance sheet investments.
The costs increased by 2% to 103.6 million euros. Apart from the increased bank levies (+10%), the personnel costs in particular have increased due to a further increase of staff numbers and the salary indexations. This increase was partially offset by a reversal of provisions. The bank continues to invest in commercial strength, client and staff events and in the renewal and upgrade of its branches as well as in its IT platform to take full advantage of opportunities offered by the digitalisation.
The cost-income ratio remained stable at 55%. This makes Bank Van Breda one of the most efficient Belgian banks.
Despite the very challenging environment for its clients due to the geopolitical tensions and the sharply increased inflation, the bank did not report any significant

Invested by clients

In reply to the question "To what extent would you recommend Bank Van Breda to other entrepreneurs or liberal professionals?", 63% of the clients gave us a score on a ten-point scale of 9 or 10 ('promoters') and 28% gave a score of 7 or 8.
Together, these 91% are (very) satisfied clients. These figures resulted in a Net Promoter Score (NPS) of +54, one of the best figures in the Belgian banking sector. In addition to very high client satisfaction, Bank Van Breda also enjoys very high staff satisfaction. In March 2022 the bank was voted 'Best Workplace' in Belgium in the category of companies with more than 500 employees. In September 2022, the bank ranked 18th in the top 50 'Best Workplace in Europe'. This makes the bank one of 5 Belgian companies in this top 50.
loan losses in 2022. The total provision for credit losses (including Expected Credit Losses or ECL) remains low at 0.02% of the average loan portfolio. In 2021, there was a net positive impact on the results due to the partial reversal of the so-called 'corona provision'. This proves the strong quality of the bank's credit portfolio as well as the resilience of its clients.
All these elements combined result in a satisfactory 5% increase in the net profit to 68.3 million euros, keeping the return on average equity (ROE) at 10%.
Bank Van Breda I Eigenbrakel
Based on its prudent approach, the bank always ensures a generous liquidity position. The Liquidity Coverage Ratio (LCR) and the Net Stable Funding Ratio (NSFR) at the end of 2022 amounted to 138% and 131% respectively, well above the statutory requirement of 100%. The credit portfolio is fully financed through client deposits, so the bank is not dependent on external financing on the financial markets.
The shareholders' equity (group share) remained stable at 674 million euros, contributing to the bank's strong solvency, which is the main protection for the deposit holders. The Common Equity Tier1 ratio (CET1 ratio) stood at 15.5%. The solvency expressed as shareholders' equity to assets (leverage ratio) amounted to 8.1%, a multiple of the legally required 3%.

Dirk Wouters CEO
"Against a demanding backdrop, Bank Van Breda again delivered solid results as a wealth partner for entrepreneurs and liberal professionals. Our clients' confidence in our model of diversified wealth accumulation remained intact. Due to the increase of total client assets and thanks to the prudent lending policy of the past, Bank Van Breda realised a satisfactory profit increase in 2022 as well."
Today, the bank is operating in an environment marked by high inflation and major salary indexations. The volatility of the stock markets and interest rates in 2022 had not been seen for a long time. In stark contrast to the low and even negative interest rate environment of recent years, the bank assumes a positive interest rate environment for the next few years. Higher interest rates, high inflation and continuing geopolitical tensions could limit economic growth in the coming years.
Despite this challenging context, Bank Van Breda remains very well equipped for the future.
The commercial strength and positioning should ensure the continued increase of total client assets. Accordingly, the bank continues to invest in this. The impact of this increase on the operational result will also depend on the evolution of the financial markets, the interest rate climate and the competitive environment.
Bank Van Breda has a track record of low costs for credit risks, even in an economically turbulent environment. Still, uncertainty remains about potential credit losses
| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Operating income | 194,602 | 184,193 | 162,681 |
| Net result (group share) | 68,325 | 65,178 | 48,295 |
| Shareholders' equity (group share) |
674,141 | 678,459 | 620,249 |
| Balance sheet total | 7,657,027 | 7,791,801 | 7,211,370 |
| Invested by clients | 20,648,415 | 21,087,881 | 17,855,170 |
| Loan portfolio | 6,188,490 | 5,748,252 | 5,414,654 |
| Net loan loss provision | 0.02% | -0.04% | 0.10% |
| Cost-income ratio | 55.1% | 55.1% | 56.3% |
| Return on equity | 10.1% | 10.0% | 8.1% |
| CET1 ratio | 15.52% | 16.84% | 14.70% |
| Solvency ratio (RAR) | 16.50% | 17.93% | 15.7% |
| Personnel | 547 | 518 | 502 |
due to the persistent geopolitical tensions and high inflation. Given its conservative policy on the matter, this impact should remain limited in the future as well.
With its core values of 'fast, friendly & flexible', Van Breda Car Finance continues to invest in customer relations and remains committed to being a solid, reliable and fast partner for car dealers and brokers.
A team of competent staff, satisfied clients, the reputation and positioning, the ongoing investments, the prudent risk profile and the sound financial structure of the bank all serve as a solid basis for healthy financial growth over the long term.

Bank Van Breda opts to systematically and expressly integrate its economic, social and environmental commitment in its corporate policy. The Sustainable Development Goals (SDGs) of the United Nations provide a global framework for this. From its specialisation in services for entrepreneurs and liberal professions, the bank primarily endorses these three goals: 'SDG 3 Good Health and Well-being', 'SDG 8 Decent Work and Economic Growth', and 'SDG 16 Peace, Justice and Strong Institutions'.

Contribution to the AvH consolidated net result
| (€ million) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Nextensa | 42 .5 | 38 .6 | - |
| Leasinvest(1) | - | - | 3 .3 |
| Extensa Group(1) | - | - | 25 .9 |
| Anima(2) | 2 .8 | 4 .1 | 3 .4 |
| Total | 45 .3 | 42 .7 | 32 .7 |
(1) Figures as of 2021 included in Nextensa figures (2) Sale Anima finalized in July 2022. Contribution in 1H22

Nextensa

Nextensa is a mixed real estate inves tor and developer.
-



Peter De Durpel
Michel Van Geyte
Olivier Vuylsteke
Rens
Nextensa is a listed, mixed real estate investor and developer.
As an investor, Nextensa is active in the Grand Duchy of Luxembourg (41%), Belgium (44%) and Austria (15%). Nextensa's total investment portfolio was valued at 1.28 billion euros on December 31, 2022.
As a developer, Nextensa primarily designs large-scale urban developments. At Tour & Taxis (development of more than 350,000 m²) in Brussels, Nextensa is building a mixed real estate portfolio consisting of a redevelopment of iconic buildings and new construction. In Luxembourg (Cloche d'Or), it is working in partnership on a major urban expansion of more than 400,000 m² consisting of offices, retail and housing.
Nextensa realised a net result of 71.3 million euros in 2022. The change in the consolidation scope relative to 2021, when Leasinvest and Extensa were still separate entities during the first half of the year, makes it difficult to make a comparison with the previous year.
This result is partly due to the divestments of the Titanium (Luxembourg), Monnet (Luxembourg) and The Crescent (Belgium) buildings, which generated a capital gain of 28.3 million euros.
The operating result of the real estate portfolio increased to 71.6 million euros (2021: 44.6 million euros). The rental income increased by 2.2 million euros com-

pared to 2021 and amounted to 67.4 million euros at year-end 2022. The value of the investment property decreased relative to 2021 due to the sale of the three aforementioned buildings during 2022. On the other hand, there was only a minor (0.90%) decrease in the value of the investment property to the amount of 11.6 million euros. The average return on the investment property increased from 5.20% at year-end 2021 to 5.30% at year-end 2022.
The operating result of the development projects increased from 15.4 million euros in 2021 to 22.2 million euros in 2022. This result consists mainly of the development activities on Cloche d'Or and on Tour & Taxis (Park Lane phase I).
Disposals of investment property as well as of development projects permitted a substantial reduction of debt. The net financial debt decreased from 853.3 million euros at year-end 2021 to 721.5 million euros at year-end 2022. Consequently, the financial debt ratio decreased from 48.6% to 42.6%.
The average finance cost increased slightly from 2.07% at year-end 2021 to 2.18% at year-end 2022. Although interest rates increased significantly during 2022, Nextensa's successful hedging policy ensures that this increase has only a minimal impact on the average finance cost.
The shareholders' equity increased from 780 million euros to 839 million euros.
Real estate development
The Tour & Taxis site was able to position itself in 2022 as one of the most important event venues in Brussels. Over the past year, the site has welcomed a large number of visitors to temporary events such as the Realty real estate fair and the World Padel Tour, to long-running exhibitions in the Sheds or to conferences in Maison de la Poste.
The occupancy rate of the offices on the Tour & Taxis site (Gare Maritime and Royal Warehouse) is now 90%. In 2022, Unicef (900 m²) and Polestar (610 m²) set up their offices in the Gare Maritime, while CD&V signed a lease for 1,500 m². The Royal Warehouse is fully let, thanks to several major lease renewals that were concluded last year.
The occupancy rate of the retail spaces on the Tour & Taxis site (Gare Maritime and Royal Warehouse) is 56%. Lab9 (579 m²) and Wever & Ducré (165 m²) signed a lease at the end of 2022. They will open a store at the Gare Maritime in 2023.


Michel Van Geyte CEO
"The focus on urban developments with a mix of functions in a sustainable framework appears to be the right one. Our Tour & Taxis and Cloche d'Or sites are proving their worth all the more by the successful sales of apartments and offices. Nextensa also distinguishes itself in its proactive attitude to respond quickly to ever-changing market conditions."
Furthermore, the Hôtel des Douanes on the site is being prepared for rental. This multi- or single-tenant building will soon accommodate 6,500 m² of offices and conference rooms and will again become a model of sustainability. The uniqueness of the historic building will be fully preserved and will be combined with the most sustainable techniques, an approach that has become Nextensa's trademark.
Nextensa is working on the new residential quarter 'Park Lane' on Tour & Taxis. All 319 apartments in the four buildings of Park Lane phase I were delivered in 2022, and Anima's residential care centre at the beginning of the Parkdreef has opened. Construction of the Park Lane phase II project, consisting of 11 compact buildings and 346 apartments, began in March 2022. By the end of 2022, more than 120 apartments of this project have already been reserved or sold.
Meanwhile, the Lake Side project is also beginning to take shape. Lake Side is the latest phase of the large-scale urban development on Tour & Taxis. The project has a potential of about 136,000 m² of apartments, co-living, offices, public facilities and retail spread over 17 buildings. The planning application for this project will be filed in the spring of 2023.
During January 2022, the Kockelscheuer office building, with a floor area of approximately 4,200 m², was delivered and sold for 48 million euros. The whole building had been pre-let to Regus.
At the end of March 2022, the Darwin II office building (approximately 4,700 m²) was delivered. The tenant is the Luxembourg state, which also has a 3-year purchase option from April 1, 2022. The building was taken into service during the second quarter of 2022.
The Darwin I - Bronze Gate office building was provisionally delivered at the end of September 2022. At the beginning of October 2022, this Bronze Gate building was sold for 65 million euros to the Luxembourg-based real estate investor REInvest Asset Management S.A. This building of approximately 5,040 m² is fully let to atHome Group, specialising in online platforms for the sale of real estate and vehicles, and to the international law firm CMS DeBacker Luxembourg.

Nextensa I From left to right: Monteco - Brussels - Top: Hangaar 26 - Antwerp - Bottom: Shopping Center Boomerang - Luxembourg
Two more office buildings are under construction. The first, Emerald, has a floor area of 7,000 m² and is already 43% pre-let to a law firm. An LOI for lease was signed with a prospective tenant that would increase the occupancy rate to 70%. Construction work is proceeding on schedule and delivery is expected in late summer 2023.
Just next to the Emerald building, work has also begun on another 7,000 m² office building, called White House. An LOI for the lease of 100% of the floor area was also signed for this building. Delivery is expected in early 2024.
The residential developments on Cloche d'Or consist of several sub-projects.
During 2022, all the apartments of the Ilôt D-Sud sub-project (155 apartments) were delivered. This sub-project is completely sold, except for 11 retail units on the ground floor.
The Ilôt D-Nord sub-project will be gradually delivered during 2023. Meanwhile, the last 12 apartments out of a total of 194 are being commercialised.
The sale of sub-project D5-D10 (185 apartments and 18 ground-floor retail units) was delayed due to the economic situation. Nevertheless, in the second half of the year it was decided to start construction work. This allowed some more reservations to be materialised at the end of 2022, and the first 26 notarial deeds were executed. 46 of the 185 apartments are currently reserved or already sold. Delivery is expected during 2024.
In mid-September, a fixed 20-year lease was also concluded with B&B HOTELS for the development of a hotel with 150 rooms. The planning application process is currently under way and the works are expected to start in the first half of 2023 with a probable delivery date in early 2025.
In 2022, Nextensa focused on bringing forward part of the unrealised capital gains within its portfolio and on strengthening its balance sheet.
Already in November 2021, Nextensa and Codic signed a sales agreement under conditions precedent for 100% of the shares in the Luxembourg company GK5 Sàrl, owner of the Titanium site in the Cloche d'Or district. The actual transfer of the shares took place at the end of December 2022. The total price was 110 million euros. In 2022 the rental income from the Titanium building still fully contributed to the net result of 2022.
| (€ 1,000) | 2022 | 2021 | 2020(2) |
|---|---|---|---|
| Rental income | 67,400 | 65,174(1) | 59,848 |
| Result of development projects |
22,243 | 15,373(1) | - |
| Net result (group share) | 71,310 | 53,244(1) | 7,683 |
| Shareholders' equity (group share) |
838,798 | 779,970 | 487,211 |
| Real estate portfolio (fair value) |
1,278,716 | 1,407,919 | 1,141,190 |
| Rental yield | 5.30% | 5.20% | 5.63% |
| Netto financiële positie | -721,493 | -853,333 | -667,255 |
| Financial debt ratio | 42.6% | 48.6% | 54.0% |
| Personnel | 45 | 48 | 25 |
(1) 2021: 12 months Leasinvest Real Estate, 6 months Extensa
(2) Reported as Leasinvest Real Estate
The Monnet building, which had been in the portfolio since 2006, was sold to Edmond de Rothschild in early 2022. Located in the heart of Kirchberg's financial district at 4 Rue Jean Monnet, the Monnet building covers some 4,000 m² and is fully let.
At the beginning of 2022, the leasehold rights to the The Crescent building were sold to private investors DES / De Weer. The Crescent is a 15,000 m² office building located on the Erasmus Campus in Anderlecht and had been in the portfolio since 2002. Originally built for L'Oréal, the building was extensively converted into a serviced office building in 2011.
The Moonar site, which has been in Nextensa's portfolio for many years, is currently undergoing extensive redevelopment in order to create higher rental values on these buildings. Moonar is a campus near the airport. The office park consists of 5 buildings, which will all be renovated by the end of 2023. Negotiations are ongoing with potential new tenants and with several current tenants, who have indicated an interest in returning to their renovated offices, resulting in an increase of the rent.
In the summer of 2022, the extension of the Schmiede shopping centre (approximately 8,500 m²) was delivered. Eight new stores officially opened to the public in September. Work is currently continuing on the new hospitality concept, consisting of a Grand Café and a Food Village, which will open during 2023. The New Yorker store extension will open in the autumn of 2023.
The lease contract with Hornbach for the retail site located in Bertrange was also extended for 15 years (until 30/06/2038).
In the Boomerang Strassen shopping centre, a 1,200 m² Colruyt supermarket opened in October.
Nextensa's Austrian investment portfolio includes 5 retail parks, with an occupancy rate that remains consistently at 100%.
For 2023, Nextensa expects to continue to sell certain buildings that are considered to be fully developed, so that the debt position can be further reduced and unrealised capital gains in the portfolio can be materialised. With this strengthened balance sheet, Nextensa will be able to take advantage of attractive development opportunities in the coming years. At the same time, a number of identified sites in the portfolio will be redeveloped in 2023, while part of the margin on the Park Lane II project in Brussels will be able to be recognised.

Nextensa's sustainability mission is to create 'places you prefer' by (re) developing climate-adaptive buildings, creating sustainable societies and investing in human capital.
In 2022, efforts to accomplish this mission included the following initiatives:
Contribution to the AvH consolidated net result
| (€ million) | 2022 | 2021 | 2020 |
|---|---|---|---|
| SIPEF | 36.9 | 27.7 | 4.3 |
| Verdant Bioscience | -0.5 | -0.9 | -0.6 |
| Sagar Cements | -2.1 | 3.2 | 3.1 |
| Total | 34.3 | 30.0 | 6.8 |


SIPEF produces certified sustainable tropical agricultural products, primarily palm oil.

Biotech company Verdant Bioscience develops F1 hybrid palm oil seeds (Singapore/Indonesia).

Sagar Cements, with headquarters in Hyderabad (India), is a listed cement manufacturer.


François
Van Hoydonck
Charles De Wulf Thomas Hildenbrand
Robbert Kessels
Johan
Nelis
Petra Meekers
SIPEF specialises in certified sustainable production of tropical agricultural commodities, primarily palm oil.
SIPEF is a Belgian agro-industrial group listed on Euronext Brussels, which produces sustainable certified tropical agricultural commodities, primarily crude palm oil and palm products, as well as bananas. These labour-intensive activities are concentrated in Indonesia, Papua New Guinea and Ivory Coast. They are characterised by a broad engagement of different stakeholders, which supports these long-term investments in a sustainable manner.
SIPEF's mission is to be the preferred supplier of traceable, sustainable and high-quality agricultural products. By supplying quality products as a reliable partner to customers, end users, employees, communities and future generations, SIPEF continues to create value for the company and all its stakeholders.
The group firmly believes that demand for vegetable oils will continue to increase significantly in the coming years and that certified sustainable palm oil will play a crucial role in the balanced food supply for an ever-growing and more prosperous world population. Through the certifications and through its own Responsible Plantations Policy, SIPEF also adheres to strict standards, both with regard to deforestation and environmentally damaging elements and to employment and cooperation with local smallholders. As a result, its sustainable palm oil also plays a role in protecting the environment and livelihoods of the local communities.
SIPEF recognises the significant potential and importance of innovation to improve productivity, quality and circular practices. SIPEF focuses on applying best practices to improve soil fertility, optimise input, recycle by-products and further increase product quality and yield per planted hectare. The group has made significant investments in research and development and in solutions for maximising yields.
Certification is an important lever for SIPEF to demonstrate that its activities are managed in a sustainable manner through a set of verifiable requirements. With its own Responsible Plantations Policy, SIPEF always strives to go beyond certification requirements wherever possible to continuously improve the management of environmental, social and governance related aspects in its operations.
SIPEF: Production (Tonnes)(1) (1) Own + outgrowers 2022 2021 2020 403,927 384,178 329,284 32,270 32,200 31,158 SIPEF aims for 100% RSPO certification (Roundtable on Sustainable Palm Oil) by 2026 for all its palm oil operations, including the inclusion in its supply chain of RSPO-certified smallholders supplying the group, and 100% Rainforest Alliance certification for its banana operations. SIPEF also has 100% ISPO (Indonesia Sustainable Palm Oil) certification for all its operational units in Indonesia.
SIPEF reported a record performance year in 2022, both in terms of production and result.
The total group production of RSPO compliant sustainable palm oil increased by 5.1% to 403,927 tonnes, compared to 384,178 tonnes in 2021. This increase was the result of the increasing maturity of new plantings in South Sumatra and favourable weather conditions, which were particularly beneficial to palm growth and fruit development of the palm oil operations in Papua New Guinea (PNG) that are continuing to recover from the volcanic eruptions in 2019. The good climate also led to high oil extraction rates (OER), which averaged 24.0%. It is the first time in SIPEF's history that the volume of 400,000 tonnes of palm oil produced has been exceeded.
The palm oil market experienced a strong price increase in the first half of the year. This increase was the result of a decrease in the supply of vegetable oils, due to the war in Ukraine and an export ban on palm oil in Indonesia, and increased demand for biofuels worldwide. In the second half of the year, prices normalised but remained at an all-time high. In 2022, the average world market price for crude palm oil (CPO) was 1,345 USD per tonne CIF Rotterdam, compared to 1,195 USD in 2021.
The turnover for palm oil increased by 30.2% due to a combination of higher production volumes and a higher world market price for CPO, while the turnover in the banana segment increased by 3.2%, mainly because of higher sale prices per unit. The turnover of the SIPEF group reached a record high of 527.5 million USD.



SIPEF I Musi Rawas - South Sumatra
In Indonesia, the constantly changing export levy and export tax continued to weigh on operations, but as a result of the strong profit margins on palm oil exports from Papua New Guinea, the gross profit increased from 169.2 million USD at the end of 2021 to 221.0 million USD at the end of 2022, an increase by 30.6%.
The net recurring result (group share) amounted to 108.2 million USD, a record figure for SIPEF and an increase of 30.7% compared to 82.7 million USD in 2021. Despite the intensive investment programme, the positive free cash flows ensured that the debt of nearly 50 million USD at the end of 2021 turned into a positive net cash position at the end of 2022. The shareholders' equity of the company increased to a record 818 million USD.
After a weak start to the year, palm oil production recovered in the second and third quarters. It was mainly the last quarter that, with an increase of 9.8%, ensured that the annual growth of palm oil production was 5.1%.
| (USD 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 527,460 | 416,053 | 274,027 |
| EBITDA | 226,251 | 188,031(1) | 73,682 |
| EBIT | 178,312 | 139,416(1) | 30,778 |
| Net result (group share) | 108,157 | 93,749(1) | 14,122 |
| Shareholders' equity (group share) |
817,803 | 727,329 | 638,688 |
| Net financial position | 122 | -49,192 | -151,165 |
| Balance sheet total | 1,062,223 | 991,765 | 946,641 |
| Personnel | 22,157 | 21,233 | 21,633 |
(1) Including capital gain on PT Melania: 11.6 million USD (group share: 11.0 million USD)
While the mature plantations in North Sumatra recorded a slight production increase, activities in the Bengkulu region remained below expectations (-9.0%) and it was mainly the newly planted plantations in South Sumatra that experienced a 53.7% increase in production. The growing contribution of both the Musi Rawas and Dendymarker plantations was the direct result of a greater number of harvestable hectares and an increase both in weight and number of fruit bunches.
In South Sumatra 12,925 hectares of young-mature plantings are now being harvested. These are spread over 9,968 hectares of new plantations in Musi Rawas and 2,957 replanted hectares in Dendymarker. The expanded Dendymarker palm oil extraction mill converted the harvested fruits into 37,742 tonnes of palm oil, exceeding the volume of 2021 by 53.8%.
In 2022, the annual growth of palm oil volumes was 8.8%. Throughout 2022, the volumes produced were higher than those of 2021. Thanks to the annual rainfall that reached 59% of the five-year average, combined with a better-than-expected recovery from the effects of the volcanic eruption in 2019, the record harvest of 400,000 tonnes palm fruit was exceeded in 2022 on the own plantations.
Purchases from the smallholders also reached a record figure of more than 254,000 tonnes, an increase of 5.6% compared to the full year 2021. Here, too, the growth-promoting rainfall had a positive effect, but harvesting was also encouraged by the high world market prices for their delivered fruit. The oil extraction rates of the three mills in Papua New Guinea reached an annual average of 25.3%.
SIPEF's total capital expenditures amounted to 79.3 million USD and mainly related to the expansion in South Sumatra in Indonesia. The cultivated areas in Musi Rawas increased, in RSPO compliance, by 1,453 hectares to a total surface area of 16,423 hectares. Meanwhile, the Dendymarker plantation's own areas are fully replanted, as well as 1,671 hectares of local farmers. Due to logistical and operational constraints, industrial investments remained temporarily below expectations and some plant expansions were deferred to 2023.
As a result of these recent achievements, a total of 78,354 hectares was planted with oil palms in the SIPEF group by the end of 2022, and the supply base is now more than 100,000 hectares, for delivery to nine palm oil processing mills in Indonesia and Papua New Guinea.

SIPEF I Agboville - Plantations J. Eglin - Ivory Coast

François Van Hoydonck CEO
"2022 was marked by a record recurring net income for SIPEF of 108 million USD. Moreover, we succeeded in eliminating our net financial debt and achieved historic milestones, such as a turnover exceeding 500 million USD, a shareholders' equity of more than 800 million USD and a balance sheet total exceeding 1 billion USD."
The expansion of the banana plantations in Ivory Coast continues, and by the end of 2022, an extra 197 hectares had been planted, bringing the production area to 1,066 hectares. This will immediately translate into increasing production volumes in 2023, reaching 60,000 tonnes of export bananas by 2025.
After a production slowdown in the second half of the year, the exported banana volumes from Ivory Coast did not show the anticipated strong growth. The additional harvests from the newly planted areas in the Lumen/Akoudié plantations made up for the harvests missed, due to rain and colder temperatures, in the existing operations.
In 2022, the mark of 400,000 tonnes of palm oil produced was surpassed for the first time in SIPEF's history. Another 5% increase in production is expected for 2023.
The palm oil market started the new year with very stable stocks, yet given the macroeconomic environment the extent of the persistently growing demand is still somewhat uncertain. However, SIPEF expects a healthy price environment for palm oil in 2023 because it is fundamentally well positioned in the world of vegetable oils.
Although palm oil prices are currently lower than in the peak period of the first half of 2022, they remain high from a historical perspective. With the combination of increasing annual production volumes, stable unit production costs and a strong palm oil market, SIPEF can again look forward to a strong performance year in 2023, although the final recurring result will depend heavily on the further evolution of palm oil prices.




Stephen Nelson
Brian Dyer
Brian Forster Juan-Carlos Martinez
Verdant Bioscience (VBS) is a biotech company established in 2013 with the primary objective of developing high-yielding F1 hybrid palm oil seeds.

Verdant Bioscience focuses on three key areas of research and development that offer significant opportunities for improving palm oil production: development of improved crop varieties, improvements in crop resistance and resilience, and improvements in agronomic and crop protection practices.
Verdant Bioscience continues to successfully pursue its strategy of supplying high-yielding F1 hybrid varieties to the oil palm industry. Increasing yields per unit area is considered the only real solution to meeting the world's growing demand for vegetable oil without increasing planted areas. F1 hybrids have the potential to
| (USD 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 5,905 | 3,319 | 2,880 |
| EBITDA | -477 | -1,754 | -2,086 |
| EBIT | -1,094 | -2,412 | -2,777 |
| Net result (group share) | -1,288 | -2,514 | -2,645 |
| Shareholders' equity (group share) |
9,903 | 11,191 | 13,704 |
| Net financial position | -20,019 | -19,077 | -17,316 |
| Balance sheet total | 32,989 | 33,665 | 33,451 |
| Personnel | 597 | 617 | 349 |
substantially increase the yield per hectare and could remove the risk of further loss of rainforests and biodiversity.
In 2021, Verdant Bioscience began its field trials by planting 31 F1 hybrid crosses. Another 42 crosses were planted on a trial basis in 2022. Seedlings of F1 hybrid crosses are screened in the nursery for disease tolerance, drought tolerance and variation in nutrient uptake. The crosses are then field tested in a series of field environments in different geographic locations. The purpose of these trials is to ensure that the F1 hybrid crosses have been robustly field tested before they are put on the market.
Verdant Bioscience is on schedule for the commercialisation of its first F1 hybrid seed in 2028/2029.
Verdant Bioscience increased its turnover in 2022 from 3.3 million USD to 5.9 million USD. This increase is primarily attributable to higher revenue from sales of oil Verdant Bioscience palm seeds, but was still insufficient to break even in 2022.




Reddy
Anand Reddy
Sreekanth Prasad Kolluru
Sagar Cements is a listed cement manufacturer headquartered in Hyderabad (India) with a total production capacity of 8.25 million tonnes per year (end 2022).
During 2022 Sagar Cements successfully commissioned two green field projects: a 1 million tonnes integrated cement plant at Jeerabad (in Madhya Pradesh) and a 1.5 million tonnes grinding unit at Jajpur (in Orissa). As a result, Sagar has further expanded and geographically diversified its operational footprint, with factories in the states of Telangana and Andhra Pradesh (south India), Madhya Pradesh (central India) and Orissa (east India).
Despite the challenging global macro-economic context, the short- and medium-term outlook for the Indian cement sector remains favourable, a.o. driven by major government sponsored infrastructure projects such as the National Master Plan aimed at developing India's road, rail- and airway infrastructure in a holistic way, enabling multimodal connectivity across all economic zones. In addition, the government's continued focus on affordable and rural housing and the above average Monsoon in 2022 is expected to drive rural demand. Overall, the Indian government increased the allocation for capex spending in its 2023 budget by 34%.
Sagar Cements reported a decent growth in 2022 with turnover increasing by 39% to 21.1 billion INR (255.3 million euros). However, the EBITDA decreased during this period by 47% to 1.8 billion INR (21.2 million euros). This reduction stems from the continued increase in imported fuel prices (petroleum coke and coal) in 2022, which were on average 35% higher than in 2021 and 165% higher than in 2020. This major cost increase neutralised the favourable price environment and the efforts to control costs, such as the improvement of energy efficiency, increased consumption of alternate fuels and reduction of average transport distances.
In May 2022, Premji Invest, the private equity and investment arm of one of India's largest philanthropic organizations, acquired a 10% equity stake in Sagar through
| 2022 | 2021 | 2020 | ||
|---|---|---|---|---|
| € 1,000 | INR (mio) | INR (mio) | INR (mio) | |
| Turnover | 255,276 | 21,097 | 15,128 | 12,572 |
| EBITDA | 21,225 | 1,754 | 3,294 | 3,492 |
| EBIT | 3,591 | 297 | 2,482 | 2,673 |
| Net result (group share) | -10,043 | -830 | 1,278 | 1,374 |
| Shareholders' equity (group share) |
171,497 | 15,177 | 12,765 | 12,128 |
| Net financial position | -122,141 | -10,809 | -9,749 | -5,693 |
| Balance sheet total | 413,094 | 36,557 | 32,605 | 23,031 |
| Personnel | 955 | 914 | 731 |
a capital increase by investing an amount of 3.5 billion INR of primary capital. As a consequence, AvH's participation diluted from 21.85% to 19.64%.
In February 2023, Sagar announced the acquisition of Andhra Cements, including a 2 million tonnes integrated cement plant located in Andhra Pradesh (south India). This acquisition will increase Sagar's production capacity to 10.25 million tonnes, surpassing its stated strategic goal of reaching 10 million tonnes by 2025.


Contribution to the AvH consolidated net result
| (€ million) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Contribution of participations |
52.1 | 71.3 | 12.7 |
| Contribution consoli dated participations |
38.3 | 53.2 | 12.7 |
| Fair value | 13.8 | 18.1 | - |
| AvH & subholdings | -24.2 | -18.1 | -13.5 |
| Net capital gains/losses | 326.4 | -1.2 | 3.1 |
| Total | 354.3 | 52.0 | 2.3 |


AvH makes venture capital available to a limited number of more mature companies with international and sustainable growth potential. Only in Life Sciences does AvH also step into younger companies that are still in the early stages of their development. The investment horizon is longer on average than that of the typical private equity providers. Healthy balance sheet structures and the diversified nature of the investment portfolio contribute to a spread of the economic and financial risks.
A selective investment policy takes account of global trends and realistic long-term business plans. Attention is also paid to the quality of the management teams, talent development, operational improvements, innovation and ESG aspects, in order to achieve sustainable growth. The group companies are supported on those various topics, which are explained in more detail in the Sustainability Report on page 48. The restricted number of participations allows AvH to acquire an in-depth understanding in order to help shape the strategy in an informed manner.
2022 was another turbulent year with multiple challenges such as geopolitical tensions, sharply rising costs and disrupted supply chains, at a time when many companies were still digesting the impact of COVID-19. This will continue to play into 2023. This economic context with rising interest rates also had an impact on financial markets, which paid more attention to strong balance sheets and cash
generation. Consequently, the valuation of young high-tech companies suffered the most. This also had an impact on the global M&A market and the willingness of banks to provide financing for it, especially when the transactions required high debt leverage. The amount of capital available for investment in the private equity sphere, however, remains very large. Sustainability took on a different and more nuanced aspect due to the geopolitical developments. Many industries are in transition, needing to reinvent themselves and respond to developments in the digital world. Once again, the AvH model proved its strength, with its focus on corporate cultures and the manner of leadership, prioritising the long term. This was also reflected in the operating results of the participations, which surprised in a positive sense.

From left to right: Biotalys - Top: Turbo's Hoet Group - Mediahuis - Bottom: OncoDNA
As regards investments, AvH remained cautious given the circumstances, prioritising assistance to the participations and a number of divestment projects. AvH further strengthened its investment capacity focused on new investments both in Europe and in India or Southeast Asia. Follow-up investments were made mainly in companies that are still in a start-up or growth phase, as well as in the funds in India and Singapore where AvH is an anchor investor. A new participation was added in the Life Sciences sphere (AstriVax) in addition to an investment as anchor investor in Convergent Finance, a fund active in mature Indian companies. As far as divestments are concerned, the successful sale of Manuchar stands out, after a 15-year joint and successful development of this company. This shows that AvH adopts a long investment horizon but can nevertheless deliver great results thanks to the underlying value creation. Another example was the sale in early 2023 of Telemond.
Despite the economic context, most participations again performed strongly in 2022, following the already great results of 2021. The capital gains realised on Manuchar and Anima were added as an extra. As a result, the contribution of Growth Capital to AvH's results increased again.
A number of participations reported record results, notably OMP, Turbo's Hoet Group, Telemond and Van Moer Logistics. Worth noting in this respect is a turnover increase at Telemond, Van Moer Logistics and OMP of 31%, 40% and 44% respectively. Mediahuis continued its successful international growth with an entry into the German market, and was able to maintain its recurring net profit at the high level of recent years thanks to its focus on operational excellence. EMG continued its recovery, thanks in part to a year marked by international events such as the Winter Olympics and the Football World Cup. Following the sale of the Infra division and the many COVID-19 projects on production lines in 2021, Agidens went through a year of transition characterised by a market in which investment decisions were postponed. Biolectric was able to further reduce start-up losses with the order book continuing to grow strongly given the need for integrated solutions related to greenhouse gases, nitrogen emissions and renewable energy.
AvH has over the past few years invested in a number of young and promising companies, either directly or through specialist investment funds. As they become successful and subsequent capital transactions take place, this may give rise to the recognition of fair value remeasurements.
The investment climate for companies in the start-up phase became noticeably more difficult in 2022, necessitating prudent guidance based on regular reviews of development trajectories. Overall, the profit contribution from this investment cluster in 2022 was more than positive with some positive and negative adjustments to the valuations. Medikabazaar's contribution following a new financing round, in which AvH participated directly and indirectly, stands out in this respect.
While the HealthQuad I fund is steadily nearing its end with another profit contribution, it is still too early to assess the evolution of the HealthQuad II, Convergent Finance and Venturi funds, with their investment rhythms now up to speed. The participations held by those funds generally evolved positively and in line with expectations.
The negative evolution of the contribution from AvH & subholdings is partly explained by a negative value adjustment of 6.6 million euros on AvH's investment portfolio (2021: positive value adjustment of 6.3 million euros), an increase of the general expenses as a result of inflation, the further expansion of the AvH team, and finally by a result-dependent part of remuneration.
At the end of June, AvH finalised the sale of its participation (30%) in Manuchar to an affiliate of Lone Star Funds. This transaction earned AvH a cash revenue of 159 million euros and a capital gain of 97 million euros.
At the beginning of July 2022, AvH and the management of Anima transferred 100% of the Anima shares to AG. The transaction represents for AvH a cash revenue of 308 million euros and a capital gain of 237 million euros.

Peter Cox
Hedwig Maes
Philip De Keulenaer

Jeff Krbec
Arnoud den Hoedt
Steven Peeters

Ann Van Goethem
Pieter Tilkens
Shareholding percentage AvH
85%
Agidens, an independent systems integrator, provides advice, engineering and complete solutions in production process automation. The automation of production processes offers advantages in terms of safety, quality, time-to-market and energy optimisation, all of which are of increasing importance. In addition, Agidens provides validation and compliance services to the healthcare sector.
2022 was a year of transition, following the sale of the Infra division in 2021. Agidens responded to market trends to strengthen its strategic positioning and realign operational activities. The Automation Projects, Software Solutions and Services business units are supported by technology and innovation teams and take a market-oriented approach with a focus on 4 industries.
As expected, the Life Sciences market weakened, following the COVID-19-driven investments by customers. The turnover remained at a high level thanks to a growth in services (+6%) and a favourable market environment in mRNA investments and quality regulations. Its industry expertise and references with pharmaceutical multinationals are key factors for the validation services, resulting in increased market share.

Agidens I Process automation
| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 59,745 | 74,807 | 91,688 |
| EBITDA | 4,045 | 10,758 | 7,363 |
| Net result (group share) | -492 | 5,410 | 1,299 |
| Shareholders' equity (group share) |
22,589 | 23,068 | 17,583 |
| Net financial position | -340 | 1,959 | -11,873 |
Energies focuses on tank terminals for the storage of bulk liquids. It experienced a difficult investment climate given the increased bulk liquid and material prices. Nevertheless, the turnover equalled that of 2021, with improved margins.
Food & Beverages is active in wet foods (such as breweries, chocolate, fats and oils). It recovered after a difficult COVID-19 period, with turnover remaining on the same level. Multinationals continued to invest, while the SME market weakened slightly.
Fine Chemicals had a stable year, driven by some major projects.
The volatile market conditions in combination with the rising inflation and cost of materials urged many customers to delay their decision on large-scale projects. This volume impact was reflected in the 2022 figures, with an order intake of 62 million euros and a turnover of 60 million euros. The net result was negatively impacted by the departure of a tenant at a real estate company which is consolidated with Agidens and amounted to -0.5 million euros.
The group currently has about 500 employees, spread across Belgium, the Netherlands and Switzerland.

• Agidens pursues a sustainable ESG policy, guided by the UN SDGs. Agidens is committed to respect, well-being and positive development for all stakeholders, and stimulates safe working and lifelong learning of its employees. As a technology firm, Agidens focuses strongly on innovation, and through its activities makes an important contribution to improving efficient and energy-saving production processes of its customers.

Veerle


Carl Peeters
Christian Leysen
Peeters
AXE Investments is an investment company with participations in the IT group Xylos and in Agidens. It also owns part of the Ahlers building on the Noorderlaan in Antwerp.
A thorough renovation of the tenth floor of Ahlers House began in late 2022.
With its 200 specialists, Xylos focuses on 4 core competencies: Infrastructure, Cloud Technology, Information Management and Digital Collaboration, and Learning.
Infrastructure: Xylos has been a respected infrastructure integrator for many years. Today, Xylos ranks among the top 5 players in Belgium and is a leading partner of HPE in data centre and backup infrastructure.
Cloud technology: Xylos provides assistance and solutions in cloud technology based on Azure (Microsoft). With highly qualified technical consultants, the company is a strategic partner for its customers.
Information management and digital collaboration: Xylos was at the forefront of a vibrant Belgian community around this technology, building and integrating a.o. SharePoint applications.
Learning: Xylos provides change & adoption support through training and digital coaches. In addition to the traditional services, the in-house developed digital learning platform Oase is rolled out on a European scale and used by approximately 200,000 users through a licensing model.
Xylos' turnover increased by 7% in 2022 thanks to a strong performance of the Infrastructure division. The strategic decision to focus more explicitly on a limited number of areas of expertise resulted in a number of transformation costs and revenues. The rental income from the Ahlers building was 7% lower, partly because of renovation works. As part of its revised strategy, Xylos sold its subsidiary Bagaar, active in software platforms and smart products, to the Verhaert Group in 2022. These factors led to an increase of the net result from -0.2 million euros in 2021 to 0.4 million euros in 2022.
| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 503 | 542 | 568 |
| EBITDA | 51 | 255 | 168 |
| Net result (group share) | 403 | -223 | -434 |
| Shareholders' equity (group share) |
14,566 | 14,184 | 14,407 |
| Net financial position | 5,052 | 5,045 | 4,470 |
(1) The figures of Agidens are not consolidated at the level of AXE Investments.

AXE Investments I Xylos
AXE Investments holds a 26.23% participation in Agidens. AvH's participation in Agidens (on page 122) includes the shareholding (economic) held by AXE. The income statement at the bottom of this page does not include a contribution from Agidens.




Philippe Jans
Van Brussel Vanhee
Biolectric is market leader in the production and sale of compact biogas installations (11 to 74 kW) intended for dairy cattle and pig farms and water purification stations. Thanks to the anaerobic digestion technique, methane gas from manure and sludge is converted into sustainable electricity and heat, avoiding the emission of harmful greenhouse gases.
Biolectric experienced a challenging year due to rising energy and material costs as a result of the military conflict in Ukraine on the one hand, and the ongoing nitrogen issue in the Netherlands and Flanders on the other. These conditions created uncertainty in the market.
Nevertheless, Biolectric was able to sell 138 biogas installations in 2022 (+35% compared to 2021), of which 49% in Benelux, 17% in Poland and 16% in France. A remarkable trend is the growing interest in Germany, where 8 orders were placed compared to just 2 in 2021.
In 2022, a turnover of 11.6 million euros (+21.7%) was realised, and 49 digesters were installed at customers in several countries. Today, more than 250 Biolectric installations across Europe are contributing to a more sustainable agriculture.
Biolectric continues to invest in strengthening its direct sales organisation, a top-quality after-sales service, research and development, and shortening the lead time between signing the contract and putting up the biogas installation.
The group reported a loss of 0.6 million euros, primarily because of those investments. The installation of digesters was also complicated by the longer lead time of the direct sales.
In 2023, Biolectric will install the first pilot plants in the Netherlands for the purification of biogas into biomethane for industrial and residential consumption. In this way, Biolectric diversifies its product range and embraces the market trend of larger installations towards the production of sustainable natural gas.

Biolectric I Biogas installation


| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 11,584 | 9,521 | 8,588 |
| EBITDA | -134 | -876 | 199 |
| Net result (group share) | -641 | -1,013 | -125 |
| Shareholders' equity (group share) |
9,619 | 9,767 | 9,774 |
| Net financial position | -4,239 | -6,069 | -3,691 |

Shaun Gregory
Bevan Gibson
Wendy Stanborough Rohan Mitchel
Stephane Vermersch
EMG is a leading global player in broadcast and media solutions for live sports, entertainment and events. The company operates in 10 countries: France, Belgium, the Netherlands, Germany, the United Kingdom, Switzerland, Italy, Luxembourg, the USA and Australia. EMG works in these countries, but also beyond, for an ever-growing group of relevant broadcasters and production houses.
In 2022, EMG contributed once again with crew and technology to the most watched television broadcasts worldwide like the FIFA World Cup, Tour de France and Winter Olympics in Beijing, the latter under very difficult circumstances due to COVID-19.
Apart from all the projects 2022 was also about rebranding of the local businesses in Italy and the UK under the EMG brand. All core business companies in the group now have the same look and brand experience with the result that the company can more easily compete internationally with others and has also created more international cooperation and synergy in-house. Meanwhile, the connectivity companies in the group are consolidated and operate under the brand name EMG Connectivity.
Besides the aforementioned projects, EMG participated in numerous other sports events including the UEFA Women's Euro, the European Championships in Munich, Roland Garros and for the first time the Giro d'Italia. Among the entertainment programmes were the popular shows like Dancing with the Stars, Love Island and

EMG I Guus Meeuwis concert
| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 359,128 | 366,845 | 240,850 |
| EBITDA | 55,899 | 59,666 | 13,806 |
| Net result (group share) | 4,232 | 152 | -44,690 |
| Shareholders' equity (group share)(1) |
90,996 | 88,269 | 82,081 |
| Net financial position | -128,475 | -162,470 | -147,687 |
the Masked Singer and dozens of concert films for artists like Queen, Dua Lipa and many others. Also, EMG was one of the main contributors to the global television coverage of the funeral of HM Queen Elizabeth.
During 2022 the Group also managed to simplify its structure and re-focus on its core activities. The Group retreated from its holdings in Studio de Paris, SDNsquare, Simply Live as well as the Italian coproduction and studio activities.
In 2022 EMG has realized a turnover of 359.1 million euros which is -2% vs 2021 as a result of the above-mentioned disinvestments operated in 2022. Like-for-like, the turnover increased by 10%. The net result increased to 4.2 million euros.


(1) Including shareholder loans and/or convertible bonds


Gert Ysebaert
Kristiaan De Beukelaer
Mediahuis is one of the leading media groups in Belgium, the Netherlands, Ireland, Luxembourg and the German North Rhine-Westphalia region. The national and regional news titles of Mediahuis supply more than 10 million readers each day with online and printed news.
2022 was a year marked by war, climate change, energy crisis and inflation, in which the Mediahuis news brands continued to bring reliable and independent journalism, gave commentary and were a guide for readers in uncertain times.
The increase in subscribers that has been driven by a surge in digital subscriptions in recent years came under pressure in 2022 because of the difficult economic context. Nevertheless, Mediahuis succeeded in keeping the total number of print and digital newspaper subscriptions stable, with 43% of all Mediahuis subscribers reading the newspaper in digital format today. The turnover from printed newspaper sales also remained stable relative to the previous year. Despite the decrease of print volume, the virtual doubling of the paper price weighed heavily on the gross margin and was only partially offset by other cost reductions. On the advertising market, the Mediahuis titles managed to maintain their advertising income at the level of 2021.
In January 2022, Mediahuis finalised the acquisition of the German Aachener Verlagsgesellschaft. This made the group the majority shareholder of Medienhaus Aachen, publisher of several newspapers such as Aachener Zeitung. For Medien-

haus Aachen, 2022 was therefore dominated by the integration in the Mediahuis group and the acceleration of the digital transformation. The German operations already made a satisfactory contribution to Mediahuis' consolidated turnover in the first year.
With the acquisition of Carzone.ie, Ireland's official number one site for buying and selling new and second-hand cars, Mediahuis Marketplaces strengthened its position in the digital car market. The acquisition of the Irish site Switcher.ie marked Mediahuis' first foray into the online price comparison market.
Mediahuis Ventures strengthened its position in the education technology market last year with its investment in the remote-first university Tomorrow's Education and took its first steps in the HR technology market with its investment in the Berlin-based HiPeople.
Mediahuis realised a consolidated turnover of 1,233 million euros and a net result of 65.3 million euros in 2022.

Mediahuis I Aachener Zeitung
| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 1,222,960 | 1,130,790 | 990,527 |
| EBITDA | 173,800 | 240,480 | 172,010 |
| Net result (group share) | 65,264 | 117,321 | 58,592 |
| Shareholders' equity (group share) |
483,600 | 482,477 | 378,525 |
| Net financial position | -221,100 | -151,880 | -228,139 |


OMP is a leading company in the fast-growing digital market of supply chain planning (SCP). OMP implements its Unison Planning™ solution worldwide.
OMP is known for its industry knowledge and integrated planning solution. Gartner, for example, has regarded it for many years now as a leading company with the capacity and the expertise to successfully realise large-scale supply chain planning projects, to great customer satisfaction.
OMP continued its strong growth in 2022 with a turnover of 167 million euros (a 44% increase) and an EBITDA margin of 29%, well above budget and despite challenging economic conditions.
OMP's products helped customers gain a better view of their supply chains that were disrupted by COVID-19, the economic crisis or the war in Ukraine. Globally operating companies in the chemical, life sciences and consumer goods industries launched or speeded up their supply chain planning projects. Customers from more traditional sectors such as the metal and packaging industries also continued to invest in it. The strong interest was confirmed at the successful OMP conference in Atlanta in June 2022.
The software was further developed, with emphasis on performance and scalability of the basic software and functional extensions for the different industries. All services experienced continued growth: advisory, implementation, user engagement, cloud services and customer services.
In 2022, OMP continued to hire new staff at a solid pace. OMP now has more than 800 employees spread across more than 10 countries. In addition, OMP also uses the services of some 150 staff members of partners. OMP continues to invest heavily in recruitment and in the development of a worldwide alliance network to support growth and to offer a global service for the digital transformation projects of its global customers.
| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 166,657 | 115,713 | 96,951 |
| EBITDA | 47,920 | 30,716 | 28,280 |
| Net result (group share) | 35,519 | 23,777 | 17,753 |
| Shareholders' equity (group share) |
115,128 | 83,494 | 60,853 |
| Net financial position | 80,285 | 64,844 | 46,517 |

OMP I Digital supply chain planning




Christopher Maas

Elzbieta Czekawy

Tobias Müller

Alicja Ozimek

Grego Peters

Dieter Schneider
Telemond Group is a manufacturer of high-grade steel structures and modules for the hoisting and automotive industry.
Telemond Group delivered very strong results over 2022 on the back of a strong demand for heavy-lifting equipment following the market recovery after COVID and high worldwide infrastructure investments. The group was also able in 2022 to increase its market share in the lattice structure crane segment. The turnover increased by 30% to 128.4 million euros, on which Telemond realised a net profit of 15.2 million euros. However, this was positively impacted by a capital gain on the sale of land and by exceptional market conditions that allowed Telemond to respond to profoundly disrupted supply chains of its customers.
Telemond, supplying telescopic and lattice structure booms to the crane industry, benefited from a strong demand for mobile and crawler cranes in particular, notwithstanding geopolitical and inflation headwinds. This was mainly driven by strong global investments in renewable wind and large infrastructure projects, notably in the US. The company was also able to take over important volumes in the lattice structure segment, illustrating its reputation as one of the best and most reliable suppliers in its industry. Furthermore, Telemond continued its investments in process optimization and automation.
Teleyard, active in the offshore project business and container handling, benefited from an increased focus on serial production and saw a return to healthy levels of profitability as of the second half of the year. Especially in the container handling segment, Teleyard saw a strong market demand following the global supply chain disruption and bottlenecks. The company also successful commenced the production ramp-up of lattice structures for the crane industry.
Henschel Engineering Automotive, a tier 1 supplier of drop side bodies and threeway tippers for light utility vehicles, continued to deliver strong results despite very challenging market conditions with the disruption in global supply chains and a strong increase in raw material prices. The company's lean cost structure and hands-on management have nevertheless helped steering Henschel through these headwinds.

Telemond I Automatic welding line for telescopic booms
The Telemond Group was also confronted with the human tragedy of the conflict in Ukraine. The group has supported over 130 Ukrainian employees and their families, while also aiding the local Polish communities face the crisis. AvH wishes to pay tribute to all employees for the solidarity they have shown over the last months to Ukrainian refugees.
Early February 2023, after a successful partnership lasting more than 30 years, Ackermans & van Haaren sold its 50% participation in Telemond Group to its long-standing partner, the German Maas family. This sale earned AvH a cash revenue of 55 million euros and a capital gain of 19 million euros. AvH is proud of having contributed to Telemond's remarkable growth story over this period and is convinced that the company will continue to thrive under the leadership of Christopher Maas and his management team.
• Telemond is increasingly focused on reducing its carbon footprint. The company is especially targeting the decrease of energy costs, a.o. through the potential installation of solar panels. The group is also making great efforts to reduce waste in all the support functions of the operations.

| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 128,408 | 98,953 | 84,050 |
| EBITDA | 20,628 | 12,622 | 9,973 |
| Net result (group share) | 15,156 | 8,888 | 6,074 |
| Shareholders' equity (group share) |
69,440 | 59,823 | 54,451 |
| Net financial position | 5,903 | -3,888 | -3,516 |
50%
Gheorghe Chita
Piet Wauters


Kristof Derudder

Dobbels
Sergei Tarasiuk
Peter Tytgadt
Serge Van Hulle
Georgi Zagorov
Turbo's Hoet Group (THG) is a leading European truck dealer and leasing company for commercial vehicles. In addition, THG is also one of the major European turbo distributors for the aftermarket.
With 78 branches in 8 countries, TH Trucks is one of the biggest DAF dealers worldwide, and also a dealer of a.o. Iveco, Ford Trucks, Nissan, Isuzu, Fiat Professional, Fuso and Kögel.
TH Lease is the largest independent leasing company for commercial vehicles in Belgium. This service can also be offered to customers in the other countries where THG operates.
TH Turbos is a major European turbo distributor for the aftermarket of passenger cars, trucks and industrial applications, with own branches in 5 countries.
THG reported its best ever results in 2022 for the second year in a row, despite the war in Ukraine and the concomitant sanctions, the continuing disruption of supply chains with long delivery times of new trucks, high inflation and significant price increases. The European truck market (+16T) grew in 2022 by 7% to 299,000 vehicles, although this is still approximately 8% lower than the pre-corona market. THG realised a turnover increase of 5% to 654 million euros, an EBITDA increase of 29% to 47.1 million euros, and a net profit of 24.8 million euros. The group was again able to substantially reduce its net financial debt to 75.7 million euros (-15%).
For 2023, the manufacturers expect a European market (+16T) of around 270,000 to 310,000 vehicles. Due to the continuing long delivery times, which are nevertheless becoming shorter again, THG's order book is still better filled than usual, and a further turnover increase is expected for 2023. The evolution of the war in Ukraine will undoubtedly have an impact on these projections, although it is not possible to make an accurate estimate of the situation. THG has made every effort in 2022 to ensure continuity at the branches affected by the conflict. Despite this difficult geopolitical outlook, THG looks to the future with confidence and firmly believes that it will be able to continue to deploy its strategy of sustainable profitable growth.
| (€ 1,000) | 2022 | 2021 | 2020 |
|---|---|---|---|
| Turnover | 653,767 | 620,486 | 447,935 |
| EBITDA | 47,096 | 36,455 | 29,049 |
| Net result (group share) | 24,826 | 18,083 | 7,178 |
| Shareholders' equity (group share) |
152,297 | 132,806 | 118,363 |
| Net financial position | -75,692 | -89,514 | -106,319 |

Turbo's Hoet Group I Romania




Noterman
Pauwels
Verstraeten
Van Moer Logistics is an integrated logistics service provider active in road transport, intermodal transport and goods warehousing. The group has 30 locations in Belgium and Germany, and employs 2,200 people. Van Moer Logistics runs a fleet of 500 trucks, 9 barges and 680,000 m² of warehouses.
Ghekiere
Hebb
In 2022, Van Moer Logstics realised a turnover increase of 40% to 310 million euros, both by organic growth and by acquisitions.
In early 2022, Van Moer Logistics acquired the German company Holtstieger Speditions- und Lagerhaus GmbH in Nettetal. At the end of the second quarter, the acquisitions of Group Van Loon (integrated in Van Moer Cleaning & Repair and Van Moer Bulk & Liquids) and Broekman Logistics Belgium Antwerp (now Van Moer Chemicals) were completed as well. In the last quarter, Van Moer Logistics acquired Rhenus Terminal Brussels (now Van Moer Brussels).
The organic growth manifested itself in all divisions (warehousing, transport, ports & intermodal logistics, and bulk & tank container logistics). Profitability improved primarily in the 'warehousing', 'ports & intermodal logistics' and 'bulk & tank container logistics' divisions as a result of the high demand for storage space in the warehouses and at the terminals. In the last quarter of 2022, Van Moer Logistics experienced the impact of the war in Ukraine and the energy crisis. The warehouses still had high occupancy rates, but the flow of goods slowed considerably (fewer

Van Moer Logistics I Warehouse Antwerp
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Turnover | 310,267 | 222,378 |
| EBITDA | 22,187 | 14,520 |
| Net result (group share) | 5,754 | 1,328 |
| Shareholders' equity (group share) |
42,106 | 36,266 |
| Net financial position | -28,398 | -15,806 |
in & outs in the warehouses). The transport divisions also experienced a sharp decrease as a result.
This trend continues into the first quarter of 2023. Van Moer Logistics expects a further decrease in the demand for warehousing and transport in the first half of 2023.


6%

Hanne Callewaert
Emmanuel Hanon Wilfried Dalemans
AstriVax uses DNA technology to develop new vaccines that are easy to produce, have less cold chain requirements, and offer broad and long-lasting protection against various viruses and other pathogens.
AstriVax, a spin-off from KU Leuven Rega Insitute for Medical Research, was founded in the summer of 2022. The company closed a capital round of 30 million euros. Over time, AvH will obtain a shareholding of 7.7% in AstriVax.
AstriVax uses DNA technology developed at the Rega Institute by Prof. Neyts and Prof. Dallmeier and thus aims to develop new vaccines, more specifically prophylactic vaccines to protect against yellow fever and rabies. Together, both diseases cause nearly 90,000 deaths a year worldwide, mainly in developing countries. The current vaccines are difficult to make and shortages are regularly reported. They are also difficult to transport in tropical regions as they require a complex cold chain. In addition, AstriVax is also developing therapeutic vaccines with, first and foremost, a curative Hepatitis B vaccine.
Since its inception, AstriVax has achieved several important milestones. Besides the opening of the offices and the relocation of the academic research to an industrial setting, CEO Dr. Hanne Callewaert recently welcomed her 13th staff member. The company also hired Dr. Emmanuel Hanon, former Global Head of Vaccine R&D at GSK. Dr. Hanon brings considerable expertise, both in prophylactic and therapeutic vaccines, and will focus on the development of the Hepatitis B vaccine, among other things. Wilfried Dalemans, a veteran of the Belgian biotech world and former CTO of Tigenix, has been hired for the same role at AstriVax. Dr. Dalemans will direct the production method development of these innovative vaccines. AstriVax's board of directors also welcomed Dr. Jeanne Bolger as independent chairwoman. Dr. Bolger is a physician by training and has been active in Johnson & Johnson's Licensing and Acquisition team for more than a decade. Before that, she was a director in the Business Development division of GlaxoSmithKline. From 2012 to 2022, Dr. Bolger was Vice President of Venture Investments at Johnson & Johnson Innovation and responsible for the corporate venturing activities in Europe.

AstriVax I DNA string
• With the development of vaccines for serious diseases, some of which have increased tropical geographic prevalence, AstriVax contributes to the global health situation.



Carlo Boutton
Patrice Sellès
Luc Maertens
Patrick McDonnell
Wim Ottevaere

Biotalys, is an agricultural technology (AgTech) company which disposes of a groundbreaking technology platform to develop effective and safe crop and food protection products with novel modes of action, addressing key pests and diseases across the whole food value chain. Biotalys is listed on Euronext Brussels following a successful IPO in July 2021.
Biotalys managed to realize several important milestones in 2022.
With more than 600 trials to date, the Biotalys global field trial program continued to prove the strength and efficacy of its first biofungicide Evoca™. In field trials in 2022, Evoca™ outperformed a leading chemical product when applied at the flowering stage of grapes in a fungicide rotation program. Following EPA regulatory approval expected in the course of 2023, the first generation of Evoca™ will become available to U.S. growers looking for new tools to protect their crops more sustainably.
After the achievement of a significant breakthrough in protein expression resulting in a 500% increase in production and dramatically lowering the production costs for the bioactive ingredient of Evoca™, Biotalys adapted its biofungicide pipeline to effectively capture market share. The next generation of Evoca™ has progressed into the development stage and is planned to enter both the US and the EU markets by 2026. The company expects this next generation of Evoca™ to generate positive cashflow margins. This will not be the case for the first generation of Evoca™ in view of current production costs. BioFun-6 continues to progress according to plan, allowing Biotalys to focus on throughput and selection capacity, increasing the probability of success and a differentiating offer in the field of fruit and vegetables protection by 2028.
The Fungicide Resistance Action Committee (FRAC) granted an entirely new class for the active ingredient of Evoca™. This new classification demonstrates to growers that Evoca™ will be a new tool that complements existing biological and conventional crop protection solutions to fight the fungal diseases Botrytis and powdery mildew.
After the realization of a successful feasibility study for an alternative manufacturing process offering a significant cost reduction for the production of Evoca™, the Danish group Novozymes, a world leader in biotech solutions, and Biotalys entered into the next phase of their partnership to expand opportunities for Evoca™, with the option of a possible commercial collaboration for a future generation of the product.
At the beginning of 2022, Biotalys initiated the new fungicide program funded by the Gates Foundation (BioFun-7) to develop new biological solutions for cowpeas and other legumes. This new program is an important opportunity for the Biotalys team to leverage the antifungal know-how built with its AGROBODY Foundry™ platform and is providing funding to Biotalys of more than 5.1 million euros over 4 years.
The board of directors and management team of Biotalys were strengthened with the appointment of, respectively, Dr. Michiel van Lookeren Campagne as independent director (ex-Syngenta, Bayer and CSIRO) and Carlo Boutton, PhD, as Chief Scientific Officer (ex-Ablynx and Tibotec).
Biotalys I Tests with plants


• In May 2022, the biocontrol Evoca™ won the World BioProtection Award 2022 for Best Biofungicide Product at the World BioProtection Summit in Birmingham (UK), based on the innovative character, scientific value and market potential of the product.



Danaë Delbeke

Peter Devlin Klarenbeeck
Gijs
Emmet Lydon
Daniel Verstappen
Paul Moraviec
Indigo Diabetes is a pioneering developer of medical devices that utilise proprietary nanophotonics technology.
Indigo is developing a fully implantable Continuous multi-metabolite Monitoring (CMM) system for people living with diabetes to access accurate information on their glucose, ketones and lactate levels. The CMM sensor is inserted subcutaneously, avoiding the need for people with diabetes to wear an external device on their body. It is designed to give people living with diabetes and their caregivers instant access to the augmented metabolic information they need to better manage diabetes and improve therapeutic decision-making.
This year, leveraging on the results of GLOW, a prospective, single-center early feasibility study conducted in 2021 aiming to evaluate the safety of Indigo's CMM sensor and its short-term integration into the tissue, Indigo worked on the further development of its device to allow real-time, continuous measurement of glucose, ketone, and lactate levels in adults with diabetes.
In September 2022, Indigo announced the enrolment of the first participant in the SHINE clinical trial at the Antwerp University Hospital. SHINE will evaluate the long-term stability of Indigo's multi-biomarker sensor for people with diabetes. This represented the first of approximately 7 participants to be recruited in the trial across Belgium, and Slovenia. The latter site is due to start enrolment in the second quarter of 2023.

Towards the end of 2022, Indigo received the ISO 13485:2016 medical recertification from TüV SUD for the provision of its design and development of biomarker sensing devices and services. This achievement is a significant milestone for Indigo highlighting the suitability of the company's Quality Management System and its commitment to quality. ISO 13485:2016 is an internationally recognised quality standard specific to the medical device industry.
Over the year, Indigo also further reinforced the team with a number of senior hires taking the total headcount to 45, reflecting the ongoing growth of the business and evolution from an early stage to a development stage organisation with clinical proof of concept.


Indigo Diabetes I Product (render) under clinical investigation


Ludo Haazen
Sam Possemiers
Christiane Verhaegen
MRM Health develops innovative medicines based on healthy intestinal bacteria. The company has developed a new technology that allows the composition and production of combinations of specific intestinal bacteria as ground-breaking medicines for treating inflammatory diseases, neurological disorders and metabolic diseases.
The intestines harbour a large population of bacteria (the microbiome) with an important regulatory function in the body. Disruptions are strongly associated with local diseases of the intestine, such as inflammatory bowel disease, as well as disorders in the rest of the body, such as arthritis, diabetes and Parkinson's disease.
MRM Health was established at the beginning of 2020 by the Ghent-based microbiome expert MRM Technologies, in collaboration with the VIB research institute.
The first clinical trial in patients with MH002, a drug candidate for inflammatory bowel diseases such as colitis ulcerosa, was started at the end of 2021. By the end of 2022, recruitment for the trial was completed and more than 30% of the participants had already completed the whole trial. The first results are expected around mid-2023. In 2022, the second clinical trial with MH002 was also started up for the treatment of pouchitis. Patient recruitment for this additional Phase 2 trial is currently under way at several clinical centres in Europe.
In addition, MRM Health has achieved major progress in several preclinical programmes in 2022. In the type 2 diabetes programme, in collaboration with IFF, a new candidate consortium to treat this type of diabetes was successfully tested in preclinical models, achieving a second important milestone in the project on time. In addition, the project on the development of a pioneering treatment for Parkinson's disease has also gained momentum thanks to the award of nearly 2 million euros in grants by VLAIO. Finally, a new project demonstrated the ability of a consortium developed with MRM Health's unique CORAL® technology platform to combat non-alcoholic fatty liver and liver fibrosis. This is yet another confirmation of the potential of the microbiome as a source of therapeutic agents and of the power of the CORAL® technology platform.
Finally, MRM Health more than tripled its own collection of bacterial strains in 2022. This expansion ensures a sharply increased access to potentially therapeutic strains and a more efficient and faster development process.

MRM Health I Microbiome




François Degrave Jean-Pol Pierre Flamant
Detiffe
Berengere Genin
Emmanuel Martin
Gregori Ghitti
OncoDNA is a genomic and theranostic company specializing in precision medicine for the treatment of cancer and genetic diseases.
Bernard Courtieu
OncoDNA provides its customers (clinicians, academic researchers and biopharma companies) with tools designed to outsmart molecular complexity with the mission of delivering the promise of precision medicine. The company provides clinical guidance for the treatment and real-time monitoring of late-stage cancer patients but also supports research and drug development in cancer and genetic diseases.
OncoDNA employs over 110 employees across 9 countries, works with an international network of 35 distributors and is active in all continents.
In 2022, OncoDNA achieved another solid growth. Turnover increased by 7% to 16.7 million euros, principally fuelled by an increase in activity in services to R&D clients.
2022 has also been a pivot year for the company, with the launch of a CE marked, pan-cancer diagnostic kit solution at the ESMO (European Society for Medical Oncology) convention in Paris. This will enable laboratories across the globe to realize the molecular profiling of cancers and to potentially identify treatment alternatives for patients suffering from advanced forms of cancers. This is a major step for OncoDNA as it will enable the decentralization of its model and provide a much larger reach than its original model where all tests were realized in one single central laboratory.
In parallel, significant efforts in quality assurance have been made in order to better serve industrial customers. The management expects this to materialize in 2023 with the goal of obtaining an international certification of the lab operations in Evry (France).
Eventually, OncoDNA continued the development of its portfolio of diagnostic tests with a focus on liquid biopsy and sequencing of circulating tumour DNA, a non-invasive way to access the tumour profile and provide improved patient monitoring and early identification of relapse.


• OncoDNA teams are every day fully committed to improve health and well-being. The company expects to reach more patients and improve its ESG policy regarding societal impact, human capital and corporate governance. On the long-term, OncoDNA looks forward to deliver the promises of personalized medicine.

3%

Adukia
Harsha Raghavan Amruta
Sarvjit Bedi
Convergent Finance is a Mumbai-based investment management and advisory partnership with a focus on investing in well-established and listed companies in India.
According to the World Bank, India's gross domestic product (GDP) has grown by ~6% annually over the last 10 years to reach approximately 3.2 trillion USD as of 2021. Morgan Stanley has recently estimated that GDP growth will accelerate further to reach 7.5 trillion USD by 2031. Themes driving India's growth include the formalization and consolidation of the historically fragmented economy, government interventions including a bankruptcy code and a goods and services tax, a push for increased manufacturing focusing on export competitiveness and import substitution, and rising consumer demand from India's vast middle class.
In October 2022, Convergent entered into a strategic partnership with AvH to leverage the group's operating and industrial expertise and global networks. AvH invested 6 million euros in a fund managed by Convergent Finance and co-CEO John-Eric Bertrand was appointed as the Chairman of Convergent's Advisory Council to help the firm with future investments and strategies for portfolio companies.
Convergent focuses on a variety of sectors such as food & beverage, specialty chemicals, clean technology and healthcare. Current investments include listed companies such as ADF Foods, Camlin Fine Sciences, Borosil Renewables and Jagsonpal Pharmaceuticals. Convergent's investment process involves identifying proprietary platform and bolt-on opportunities, speed of execution, and a relentless focus on performance improvement.
Convergent targets cash flow-generative businesses with value-driven management teams that have proven themselves across business cycles. Investments are made in a friendly manner with active management support and incentives aligned to long-term growth.

In February 2022, Convergent's flagship fund, Infinity Holdings, announced an investment of 20 million USD into Jagsonpal Pharmaceuticals, which is primarily engaged in the distribution and marketing of formulations. As part of this transaction, Manish Gupta, a 30-year veteran of the pharmaceutical industry, was appointed as Jagsonpal's Managing Director. Jagsonpal commands a strong pan-India presence, with a sales force of over 900 and a network of more than 1,600 stockists.



HealthQuad I Fund
Janssen 11% HealthQuad II Fund

Charles-Antoine

Manish Jha

Ajay Mahipal
Pinak Shrikhande

Thakur
Amit Varma
HealthQuad is an Indian venture & growth capital fund that focuses on the fast-growing Indian healthcare sector.
HealthQuad Fund I invested in 7 companies in the Indian healthcare sector, including Medikabazaar. The fund focuses on growth companies with potentially unique and innovative solutions to improve the efficiency, accessibility and quality of the Indian healthcare sector. Focus segments include specialised hospitals, medical devices and technology, IT and related services. HealthQuad adds operational and strategic value to its participations, through the medical background and expertise of the management and its extensive network. HealthQuad Fund I is now fully invested and has already completed two exits.
In March 2022, HealthQuad completed the final closing of its second fund with 161 million USD committed funds. AvH participated as anchor investor with a commitment of 17.5 million USD. HealthQuad Fund II has already invested approximately 98 million USD in 11 companies. It has plans to deploy 20-30 million USD in 2023 to build a portfolio of 12 to 14 companies across the Indian healthcare ecosystem.
The 7 new investments concluded in 2022 are:
HealthQuad I Dental lab

Besides AvH, the second fund has been supported by Teachers Insurance and Annuity Association of America (TIAA), UK based DFI BII, the Indian DFI SIDBI, Swedfund, J&J and Merck & Co. Inc. In line with its active investment strategy, AvH is represented on the investment committee and on the advisory board of HealthQuad Fund II, and seeks to co-invest with the fund in a few promising portfolio companies.




Manish Gahlaut

Dr Sandeep Gandhi

Ketan Malkan

Rejoy Manjuran
Manoj Mani

Jitesh Mathur
Medikabazaar is India's leading B2B Healthtech company revolutionizing the Healthcare Supply Chain through its wide range of Tech driven solutions.
Vivek Tiwari
Started in 2015 by Vivek Tiwari & Ketan Malkan, Medikabazaar is improving accessibility, availability, affordability and awareness of healthcare primarily in Tier 2, 3 cities and rural areas. Following a hybrid model of owned inventory and marketplace, it works with more than 15,000 seller partners to deliver products pan-India to its more than 200,000 customers.
Medikabazaar delivered a strong 2022 with gross revenues increasing 77% to 480 million USD whilst remaining EBITDA positive. In April, Medikabazaar collected 65 million USD in a new financing round, with the support of AvH and other investors.
In the second half of 2022, Medikabazaar acquired two specialized distribution businesses in India: Utivac, India's largest vaccine distributor, and Sri Nidhi Pharma, a leading distributor of specialty pharma products.
Furthermore Medikabazaar continues to actively develop new business verticals, such as nuclear medicine, equipment lifecycle management (MBARC platform) and private label medical wear (Nexage). During 2022, Medikabazaar expanded its dis-
Medikabazaar I Eye check-up

tribution base from 32 to 42 centres and, in its dental care vertical, increased its dental crown production capacity to more than 50,000 via a new dental lab in Gurgaon. Vizi, Medikabazaar's SaaS offering for procurement and inventory management, showed continued growth as the number of clients adopting the technology doubled from circa 500 to more than 1,000.




Nicholas Cator

Lauren Burns

Rishika Chandan

Sarvesh Nevatia
Hari Rajmohan
Venturi Partners is Singapore-based fund manager with a singular focus on the consumer space in India and South-East Asia.
Despite challenging macro geo-political and economic situations globally, Venturi remains cautiously optimistic about its region of focus and ability to deliver strong returns to its investors. India is now the 5th largest economy with GDP projected to grow at 8% to 9% for the next 3 years. Also South-East Asia will remain one of the fastest-growing regions of the world in 2023, forecast to grow at circa 5%. The consumer space in India and South-East Asia will continue to grow strongly over the next decade aided by strong demographics and rising middle classes.
In 2022, two new companies were included in the portfolio: Country Delight, an online milk & daily essential products delivery platform, and Believe, a Halal beauty and personal care house of brands. Livspace, the fund's maiden investment and specialising in interior design and renovation services, became a unicorn in the last financing round.
In June 2022, Venturi Fund I was closed with total commitments of 180 million USD. AvH participated in the initial closing and is an anchor investor, with a commitment of 20 million USD, to be invested over a 4-year period. At the end of 2022, Venturi had three portfolio companies in the fund (Livspace, Country Delight and Believe) and had drawn down circa 30% of committed capital. In total the fund intends to make up to 8 investments, allowing it to be a truly active investor. It will focus on customer centric, purpose-driven brands in education, healthcare and consumer goods. AvH aims at co-investing alongside the fund in selected high growth companies with disruptive business models.

Venturi Partners I Country Delight


Your partner for sustainable growth

Annual report 2022 141
| • Statement of comprehensive | |
|---|---|
| income 145 | |
| • Balance sheet 146 | |
| • Cash flow statement | |
| (indirect method) 148 | |
| Statement of changes | |
|---|---|
| in consolidated equity _________________________ | 14 |
| • 2. | Subsidiaries and jointly controlled subsidiaries 157 | |
|---|---|---|
| • 3. | Associated and non-consolidated participations 161 | |
| • 4. Business combinations and disposals 163 | ||
| • 5. | Assets and liabilities held for sale 164 | |
| • 6. Segment information 165 | ||
| • 7. | Intangible assets 178 | |
| • 8. | Goodwill 179 | |
| • 9. | Tangible assets 180 | |
| • 10. Investment property at fair value 181 | ||
| • 11. Participations accounted for using the equity method 183 | ||
| • 12. Financial risk management and financial derivatives 184 | ||
| • 13. Financial assets and liabilities 189 | ||
| • 14. Banks - receivable from credit institutions and clients 193 | ||
| • 15. Inventories and construction contracts 194 | ||
| • 16. Minorities 195 | ||
| • 17. Lease 197 | ||
| • 18. Provisions 198 | ||
| • 19. Financial debts 200 | ||
| • 20. Banks - debts to credit institutions, clients and securities 201 | ||
| • 21. Taxes 203 | ||
| • 22. Share based payment 205 | ||
| • 23. Rights and commitments not reflected in the balance sheet 206 | ||
| • 24. Employment 207 | ||
| • 25. Raw materials, consumables, services and subcontracted work 207 | ||
| • 26. Pension liabilities 208 | ||
| • 27. Related parties 210 | ||
| • 28. Earnings per share 211 | ||
| • 29. Proposed and distributed dividends 212 | ||
| • 30. Major events after balance sheet date 212 | ||
| • Statutory auditor's report 213 |
| Statutory annual accounts |
Sustainability report: annex |
Lexicon | General information regarding the company and the capital |
|---|---|---|---|
| • Statutory annual accounts 218 • Comments on the statutory annual accounts 222 |
• Sustainability report: annex 223 |
• Lexicon 230 | • General information regarding the company and the capital 232 |
| (€ 1,000) | Note | 2022 | 2021 |
|---|---|---|---|
| Revenue | 6 | 4,401,419 | 4,312,374 |
| Rendering of services | 42 | 99,279 | |
| Real estate revenue | 10 | 221,392 | 225,495 |
| Interest income - banking activities | 115,243 | 103,801 | |
| Fees and commissions - banking activities | 100,051 | 98,566 | |
| Revenue from construction contracts | 15 | 3,864,890 | 3,664,508 |
| Other operating revenue | 99,802 | 120,726 | |
| Operating expenses (-) | 6 | -4,108,096 | -4,023,991 |
| Raw materials, consumables, services and subcontracted work (-) | 25 | -2,849,372 | -2,673,943 |
| Interest expenses Bank J.Van Breda & C° (-) | -20,047 | -22,759 | |
| Employee expenses (-) | 24 | -820,282 | -877,690 |
| Depreciation (-) | 7 - 9 | -359,585 | -350,553 |
| Impairment losses (-) | 1,053 | -45,810 | |
| Other operating expenses (-) | -51,455 | -52,687 | |
| Provisions | 18 | -8,408 | -550 |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss | 6 | -16,854 | 34,048 |
| Financial assets - Fair value through P/L (FVPL) | 13 | -5,234 | 41,077 |
| Investment property | 10 | -11,620 | -7,029 |
| Profit (loss) on disposal of assets | 6 | 379,402 | 34,699 |
| Realised gain (loss) on intangible and tangible assets | 9,491 | 7,182 | |
| Realised gain (loss) on investment property | 10 | 28,346 | 4,403 |
| Realised gain (loss) on financial fixed assets | 13 | 343,866 | 22,951 |
| Realised gain (loss) on other assets | -2,301 | 163 | |
| Profit (loss) from operating activities | 655,871 | 357,130 | |
| Financial result | 12 | -10,156 | -21,210 |
| Interest income | 17,619 | 11,941 | |
| Interest expenses (-) | 19 | -37,365 | -33,694 |
| (Un)realised foreign currency results | -9,219 | 7,056 | |
| Other financial income (expenses) | -7,114 | -12,530 | |
| Derivative financial instruments designated at fair value through profit and loss | 12 | 25,923 | 6,018 |
| Share of profit (loss) from equity accounted investments | 11 | 243,874 | 255,191 |
| Other non-operating income | 0 | 548 | |
| Other non-operating expenses (-) | 0 | 0 | |
| Profit (loss) before tax | 889,590 | 591,659 | |
| Income taxes | 21 | -82,078 | -79,449 |
| Deferred taxes | 3,250 | 5,624 | |
| Current taxes | -85,328 | -85,073 | |
| Profit (loss) after tax from continuing operations | 807,512 | 512,210 | |
| Profit (loss) after tax from discontinued operations | 4 | 3,050 | -150 |
| Profit (loss) of the period | 810,562 | 512,060 | |
| Minority interests | 16 | 101,907 | 105,246 |
| Share of the group | 708,655 | 406,814 | |
| Earnings per share (€) | 2022 | 2021 | |
| 1. Basic earnings per share | |||
| 1.1. from continued and discontinued operations | 28 | 21.39 | 12.27 |
| 1.2. from continued operations | 28 | 21.31 | 12.28 |
| 2. Diluted earnings per share | |||
| 2.1. from continued and discontinued operations | 28 | 21.37 | 12.26 |
| 2.2. from continued operations | 28 | 21.28 | 12.26 |
Statement of comprehensive income
Items that may be reclassified to profit or loss in subsequent periods
Items that cannot be reclassified to profit or loss in subsequent periods
For a breakdown of the item 'Share of the group and Minority interests' in the
In accordance with the accounting standard "IFRS 9 Financial Instruments", financial assets are broken down into three categories on the balance sheet and fluctuations in the fair value of financial assets are reported in the consolidated income statement. The only exception to this rule are the fair value fluctuations in the investment portfolio of Bank Van Breda and Delen Private Bank, which in the
Hedging reserves arise from fluctuations in the fair value of hedging instruments used by group companies to hedge against risks. Several group companies (a.o. DEME, Nextensa and Rentel/SeaMade) have hedged against a possible rise in interest rates. As a result of the evolution of the (expected) market interest rates
results, we refer to Note 6. Segment information.
table above are divided into shares and bonds.
(€ 1,000) Note 2022 2021 Profit (loss) of the period 810,562 512,060 Minority interests 16 101,907 105,246 Share of the group 708,655 406,814
Other comprehensive income 121,581 67,061
Changes in revaluation reserve: bonds - Fair value through OCI (FVOCI) 13 -58,554 -8,456 Taxes 21 14,639 2,114
Changes in revaluation reserve: hedging reserves 12 186,396 41,063 Taxes 21 -46,495 -7,657
Changes in revaluation reserve: translation differences 22,929 36,941
Changes in revaluation reserve: shares - Fair value through OCI (FVOCI) 13 5 137 Taxes 21 -1 -34
Changes in revaluation reserve: actuarial gains (losses) defined benefit pension plans 26 3,525 3,820 Taxes 21 -861 -866
Total comprehensive income 932,143 579,121 Minority interests 16 144,642 125,981 Share of the group 787,501 453,141
minority interests).
comprehensive income.
-43,916 -6,342
139,901 33,405
4 103
2,664 2,954
in 2022, the market value of the hedging instruments has become positive, resulting in unrealised gains on hedging reserves of 139.9 million euros (including
Translation differences arise from fluctuations in the exchange rates of group companies that report in foreign currencies. In 2022, the euro decreased in value against most relevant currencies, which is reflected in positive translation
With the introduction of the amended IAS 19 accounting standard in 2013, the actuarial gains and losses on certain pension plans are recognized directly in other
differences of 22.9 million euros (including minority interests).
We refer to Note 6. Segment information for more comments on the consolidated results.
| (€ 1,000) | Note | 2022 | 2021 |
|---|---|---|---|
| Profit (loss) of the period | 810,562 | 512,060 | |
| Minority interests | 16 | 101,907 | 105,246 |
| Share of the group | 708,655 | 406,814 | |
| Other comprehensive income | 121,581 | 67,061 | |
| Items that may be reclassified to profit or loss in subsequent periods | |||
| Changes in revaluation reserve: bonds - Fair value through OCI (FVOCI) | 13 | -58,554 | -8,456 |
| Taxes | 21 | 14,639 | 2,114 |
| -43,916 | -6,342 | ||
| Changes in revaluation reserve: hedging reserves | 12 | 186,396 | 41,063 |
| Taxes | 21 | -46,495 | -7,657 |
| 139,901 | 33,405 | ||
| Changes in revaluation reserve: translation differences | 22,929 | 36,941 | |
| Items that cannot be reclassified to profit or loss in subsequent periods | |||
| Changes in revaluation reserve: shares - Fair value through OCI (FVOCI) | 13 | 5 | 137 |
| Taxes | 21 | -1 | -34 |
| 4 | 103 | ||
| Changes in revaluation reserve: actuarial gains (losses) defined benefit pension plans | 26 | 3,525 | 3,820 |
| Taxes | 21 | -861 | -866 |
| 2,664 | 2,954 | ||
| Total comprehensive income | 932,143 | 579,121 | |
| Minority interests | 16 | 144,642 | 125,981 |
| Share of the group | 787,501 | 453,141 |
For a breakdown of the item 'Share of the group and Minority interests' in the results, we refer to Note 6. Segment information.
In accordance with the accounting standard "IFRS 9 Financial Instruments", financial assets are broken down into three categories on the balance sheet and fluctuations in the fair value of financial assets are reported in the consolidated income statement. The only exception to this rule are the fair value fluctuations in the investment portfolio of Bank Van Breda and Delen Private Bank, which in the table above are divided into shares and bonds.
Hedging reserves arise from fluctuations in the fair value of hedging instruments used by group companies to hedge against risks. Several group companies (a.o. DEME, Nextensa and Rentel/SeaMade) have hedged against a possible rise in interest rates. As a result of the evolution of the (expected) market interest rates in 2022, the market value of the hedging instruments has become positive, resulting in unrealised gains on hedging reserves of 139.9 million euros (including minority interests).
Translation differences arise from fluctuations in the exchange rates of group companies that report in foreign currencies. In 2022, the euro decreased in value against most relevant currencies, which is reflected in positive translation differences of 22.9 million euros (including minority interests).
With the introduction of the amended IAS 19 accounting standard in 2013, the actuarial gains and losses on certain pension plans are recognized directly in other comprehensive income.
| I. Non-current assets 11,968,509 11,301,905 Intangible assets 7 117,649 149,391 Goodwill 8 319,953 327,829 9 Tangible assets 2,720,708 2,762,846 Land and buildings 246,782 426,584 Plant, machinery and equipment 2,183,188 1,944,209 Furniture and vehicles 49,296 55,051 Other tangible assets 9,310 7,009 Assets under construction 232,132 329,992 Investment property 10 1,278,716 1,267,150 Participations accounted for using the equity method 11 1,845,237 1,647,196 13 Non-current financial assets 398,203 336,038 Financial assets : shares - Fair value through P/L (FVPL) 208,328 177,351 Receivables and warranties 189,875 158,687 12 Non-current hedging instruments 158,911 1,816 Deferred tax assets 21 154,829 150,279 Banks - receivables from credit institutions and clients after one year 14 4,974,302 4,659,360 Banks - loans and receivables to clients 4,974,302 4,634,354 Banks - changes in fair value of the hedged credit portfolio 0 25,007 II. Current assets 5,645,503 5,700,443 15 Inventories 389,711 376,218 15 Amounts due from customers under construction contracts 532,289 478,499 Investments 13 544,498 575,982 Financial assets : shares - Fair value through P/L (FVPL) 41,328 48,190 Financial assets : bonds - Fair value through OCI (FVOCI) 502,908 507,529 Financial assets : shares - Fair value through OCI (FVOCI) 263 259 Financial assets - at amortised cost 0 20,005 Current hedging instruments 12 24,359 4,129 Amounts receivable within one year 13 847,085 775,043 Trade debtors 719,214 628,710 Other receivables 127,871 146,332 Current tax receivables 21 37,379 42,595 Banks - receivables from credit institutions and clients within one year 14 1,965,939 2,477,238 Banks - loans and advances to banks 110,836 138,014 Banks - loans and receivables to clients 1,214,188 1,113,898 Banks - changes in fair value of the hedged credit portfolio 0 698 Banks - cash balances with central banks 640,916 1,224,628 Cash and cash equivalents 1,160,972 883,730 Deferred charges, accrued income and other current assets 143,270 87,010 III. Assets held for sale 5 62,504 230,679 Total assets 17,676,517 17,233,026 |
(€ 1,000) | Note | 2022 | 2021 |
|---|---|---|---|---|
The breakdown of the consolidated balance sheet by segment is presented in Note 6. Segment information. This reveals that the full consolidation of Bank Van Breda (Private Banking segment) has a significant impact on both the balance sheet total and the balance sheet structure of AvH. Bank Van Breda contributes for 7,657.0 million euros to the balance sheet total of 17,676.5 million euros, and although this bank is solidly capitalized with a Common Equity Tier 1 ratio of 15.5%, its balance sheet ratios, as explained by the nature of its activity, are different from those of the other companies in the consolidation scope. To improve the readability of the consolidated balance sheet, certain items from the balance sheet of Bank Van Breda have been summarized in the consolidated balance sheet.
| (€ 1,000) | Note | 2022 | 2021 |
|---|---|---|---|
| I. Total equity | 6,002,456 | 5,235,002 | |
| Equity - group share | 4,633,633 | 3,957,228 | |
| Issued capital | 113,907 | 113,907 | |
| Share capital | 2,295 | 2,295 | |
| Share premium | 111,612 | 111,612 | |
| Consolidated reserves | 4,547,922 | 3,943,016 | |
| Revaluation reserves | 12,401 | -66,445 | |
| Financial assets : bonds - Fair value through OCI (FVOCI) | -32,964 | 1,620 | |
| Financial assets : shares - Fair value through OCI (FVOCI) | 129 | 126 | |
| Hedging reserves | 59,938 | -31,050 | |
| Actuarial gains (losses) defined benefit pension plans | -23,375 | -24,458 | |
| Translation differences | 8,673 | -12,682 | |
| Treasury shares (-) | 22 | -40,597 | -33,251 |
| Minority interests | 16 | 1,368,824 | 1,277,774 |
| II. Non -current liabilities |
2,916,141 | 2,537,913 | |
| Provisions | 18 | 95,036 | 45,149 |
| Pension liabilities | 26 | 76,955 | 81,739 |
| Deferred tax liabilities | 21 | 151,635 | 161,849 |
| Financial debts | 12 - 19 |
1,631,833 | 1,419,899 |
| Bank loans | 1,333,174 | 1,025,574 | |
| Bonds | 139,348 | 171,345 | |
| Subordinated loans | 677 | 61,625 | |
| Lease debts | 112,180 | 149,514 | |
| Other financial debts | 46,453 | 11,841 | |
| Non -current hedging instruments |
12 | 53,892 | 74,034 |
| Other amounts payable | 41,721 | 70,598 | |
| Banks - non -current debts to credit institutions, clients & securities Banks - deposits from credit institutions |
20 | 865,069 | 684,646 |
| Banks - deposits from clients | 0 | 0 | |
| Banks - debt certificates including bonds | 736,385 40,003 |
644,663 39,983 |
|
| Banks - changes in fair value of the hedged credit portfolio | 88,681 | 0 | |
| III. Current liabilities | 8,757,920 | 9,460,112 | |
| Provisions | 18 | 35,232 | 35,670 |
| Pension liabilities | 26 | 248 | 305 |
| Financial debts | 12 - 19 |
402,656 | 961,720 |
| Bank loans | 280,710 | 527,129 | |
| Bonds | 0 | 74,819 | |
| Subordinated loans | 0 | 33,527 | |
| Lease debts | 39,778 | 36,198 | |
| Other financial debts | 82,168 | 290,047 | |
| Current hedging instruments | 12 | 31,893 | 16,315 |
| Amounts due to customers under construction contracts | 15 | 526,349 | 341,883 |
| Other amounts payable within one year | 1,529,778 | 1,564,689 | |
| Trade payables | 1,136,241 | 1,145,112 | |
| Advances received | 72,539 | 101,080 | |
| Amounts payable regarding remuneration and social security | 210,608 | 220,085 | |
| Other amounts payable | 110,391 | 98,411 | |
| Current tax payables | 21 | 98,131 | 109,196 |
| Banks - current debts to credit institutions, clients & securities | 20 | 6,059,308 | 6,354,225 |
| Banks - deposits from credit institutions | 116,379 | 425,353 | |
| Banks - deposits from clients | 5,817,110 | 5,723,461 | |
| Banks - debt certificates including bonds | 124,766 | 205,412 | |
| Banks - changes in fair value of the hedged credit portfolio | 1,052 | 0 | |
| Accrued charges and deferred income | 74,326 | 76,108 | |
| IV. Liabilities held for sale | 5 | 0 | 0 |
| Total equity and liabilities | 17,676,517 | 17,233,026 |
| (€ 1,000) | Note | 2022 | 2021 |
|---|---|---|---|
| I. Cash and cash equivalents - opening balance | 883,730 | 842,408 | |
| Profit (loss) from operating activities | 655,871 | 357,130 | |
| Reclassification 'Profit (loss) on disposal of assets' to cash flow from divestments | -377,790 | -34,699 | |
| Dividends from participations accounted for using the equity method | 11 | 122,246 | 112,496 |
| Other non-operating income (expenses) | 0 | 548 | |
| Income taxes (paid) | 21 | -84,378 | -78,797 |
| Non-cash adjustments | |||
| Depreciation | 7 - 9 | 359,585 | 350,553 |
| Impairment losses | 7 - 8 - 9 | -1,014 | 45,861 |
| Share based payment | 22 | -5,834 | 4,896 |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss | 10 - 13 | 16,854 | -34,048 |
| (Decrease) increase of provisions | 18 | 8,523 | -4,268 |
| Other non-cash expenses (income) | -951 | 1,197 | |
| Cash flow | 693,111 | 720,869 | |
| Decrease (increase) of working capital | 23,524 | 60,876 | |
| Decrease (increase) of inventories and construction contracts | 15 | -19,152 | 18,796 |
| Decrease (increase) of amounts receivable | 13 | -112,931 | -62,748 |
| Decrease (increase) of receivables from credit institutions and clients (banks) | 14 | 172,598 | -538,081 |
| Increase (decrease) of liabilities (other than financial debts) | 213,384 | 109,076 | |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) | 20 | -204,306 | 555,645 |
| Decrease (increase) other | -26,069 | -21,812 | |
| Cash flow from operating activities | 716,635 | 781,745 | |
| Investments | -954,131 | -637,527 | |
| Acquisition of intangible and tangible assets | 7 - 9 | -514,530 | -319,018 |
| Acquisition of investment property | 10 | -42,157 | -36,479 |
| Acquisition of financial fixed assets (business combinations included) | 4 - 13 | -59,940 | -66,523 |
| Cash acquired through business combinations | 4,433 | 1,187 | |
| New loans granted | 13 | -46,762 | -20,059 |
| Acquisition of investments | 13 | -295,174 | -196,635 |
| Divestments | 956,824 | 266,205 | |
| Disposal of intangible and tangible assets | 7 - 9 | 12,115 | 34,687 |
| Disposal of investment property | 10 | 169,036 | 26,987 |
| Disposal of financial fixed assets (business disposals included) | 4 - 13 | 488,707 | 28,169 |
| Cash disposed of through business disposals | -541 | -517 | |
| Reimbursements of loans | 13 | 26,455 | 13,192 |
| Disposal of investments | 13 | 261,051 | 163,687 |
| Cash flow from investing activities | 2,693 | -371,322 | |
| Financial operations | |||
| Dividends received | 9,037 | 8,441 | |
| Interest received | 17,619 | 11,941 | |
| Interest paid | 12 - 19 | -38,175 | -32,651 |
| Other financial income (costs) | -26,767 | -13,343 | |
| Decrease (increase) of treasury shares - AvH | 22 | -8,550 | -3,132 |
| Decrease (increase) of treasury shares - affiliates | -15,661 | 0 | |
| Increase of financial debts | 19 | 593,858 | 218,432 |
| (Decrease) of financial debts | 19 | -824,484 | -447,831 |
| (Investments) and divestments in controlling interests | 4 | -43,733 | 1,174 |
| Dividends paid by AvH | 29 | -91,085 | -77,890 |
| Dividends paid to minority interests | -16,241 | -35,649 | |
| Cash flow from financial activities | -444,181 | -370,508 | |
| II. Net increase (decrease) in cash and cash equivalents | 275,147 | 39,915 | |
| Impact of exchange rate changes on cash and cash equivalents | |||
| 2,095 | 1,406 | ||
| III. Cash and cash equivalents - ending balance | 1,160,972 | 883,730 |
| (€ 1,000) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Issued capital & share premium |
Consolidated reserves | through OCI (FVOCI) Bonds -Fair value |
through OCI (FVOCI) Shares -Fair value |
Hedging reserves | defined benefit pension Actuarial gains (losses) plans |
Translation differences | Treasury shares | Equity - group share | Minority interests | Total equity | |
| Opening balance, 1 January 2021 | 113,907 | 3,592,273 | 6,614 | 45 | -46,080 | -27,236 | -46,115 | -31,370 | 3,562,038 | 1,220,131 | 4,782,169 |
| Profit | 406,814 | 406,814 | 105,246 | 512,060 | |||||||
| Unrealised results | -4,994 | 81 | 15,030 | 2,778 | 33,432 | 46,327 | 20,735 | 67,061 | |||
| Total of realised and unrealised results |
0 | 406,814 | -4,994 | 81 | 15,030 | 2,778 | 33,432 | 0 | 453,141 | 125,981 | 579,121 |
| Distribution of dividends | -77,890 | -77,890 | -34,682 | -112,572 | |||||||
| Operations with treasury shares | -1,881 | -1,881 | -1,881 | ||||||||
| Other (a.o. changes in consol. scope / beneficial interest %) |
21,820 | 21,820 | -33,656 | -11,836 | |||||||
| Ending balance, 31 December 2021 |
113,907 | 3,943,016 | 1,620 | 126 | -31,050 | -24,458 | -12,682 | -33,251 | 3,957,228 | 1,277,774 | 5,235,002 |
| Impact IFRS amendments | 0 | 0 | |||||||||
| Opening balance, 1 January 2022 | 113,907 | 3,943,016 | 1,620 | 126 | -31,050 | -24,458 | -12,682 | -33,251 | 3,957,228 | 1,277,774 | 5,235,002 |
| Profit | 708,655 | 708,655 | 101,907 | 810,562 | |||||||
| Unrealised results | -34,584 | 3 | 90,988 | 1,083 | 21,355 | 78,845 | 42,736 | 121,581 | |||
| Total of realised and unrealised results |
0 | 708,655 | -34,584 | 3 | 90,988 | 1,083 | 21,355 | 0 | 787,501 | 144,643 | 932,143 |
| Distribution of dividends | -91,085 | -91,085 | -16,241 | -107,326 | |||||||
| Operations with treasury shares | -7,346 | -7,346 | -7,346 | ||||||||
| Other (a.o. changes in consol. scope / beneficial interest %) |
-12,664 | -12,664 | -37,353 | -50,017 | |||||||
| Ending balance, 31 December 2022 |
113,907 | 4,547,922 | -32,964 | 129 | 59,938 | -23,375 | 8,673 | -40,597 | 4,633,633 | 1,368,824 | 6,002,456 |
More details on the unrealised results can be found in the section "Statement of comprehensive income".
After the General Meeting of May, 23th 2022, AvH paid a dividend of 2.75 euros per share, resulting in a total dividend payment of 91.1 million euros.
In 2022, AvH has purchased 20,350 treasury shares in order to hedge options for the benefit of staff. Over the same period, beneficiaries of the share option plan exercised options on 48,500 AvH shares. On December 31, 2022, options were outstanding on a total of 317,100 AvH shares. In order to hedge this obligation, AvH owned the same number of treasury shares on the same date.
In addition, 347,174 AvH shares were purchased and 345,510 shares were sold in 2022 in the context of the contract that AvH entered into with Kepler Cheuvreux in order to support the liquidity of the AvH share. These transactions are initiated entirely autonomously by Kepler Cheuvreux, but as they take place on behalf of AvH, the net purchase of 1,664 AvH shares has an impact on AvH's equity. On December 31, 2022, the number of treasury shares in the portfolio in the context of this liquidity agreement amounts to 3,506.
Additionally, in October 2022, AvH announced the start of a share buyback programme of up to 70.0 million euros. The programme started on October 5, 2022 and will in principle run until the annual meeting of May 22, 2023, unless the maximum amount has been invested prior to that date. In pursuance of this plan, 70,633 shares have been purchased for a total amount of 9.6 million euros as at December 31, 2022.
The item "Other" in the "Minority interests" column arises, among other aspects, from the changes in the consolidation scope of AvH or its affiliates. In 2022 it primarily concerned the additional controlling interest of 32.6% that Rent-A-Port acquired in Infra Asia Investments and the derecognition of the minority interest of 8.2% in Anima as a result of the disposal. We refer to Explanatory Note 6. Segment reporting for more details.
The item "Other" in the colomn "Consolidated reserves" includes a.o. the eliminations of results on sales of treasury shares, the impact of the acquisition of minority interests and the impact of the remeasurement of the purchase obligation on certain shares.
The issued capital amounts to 2,295,277.90 euros. The capital is fully paid-up and is represented by 33,496,904 shares without nominal value. Please refer to the Section 'General information regarding the company and the capital'.
The consolidated annual accounts are prepared in accordance with the International Financial Reporting Standards and IFRIC interpretations effective on 31 December 2022, as approved by the European Commission.
New and amended standards and interpretations
Following new standards and amendments to existing standards published by the IASB, are applied as from January 1, 2022.
The application of the new and amended standards and interpretations has no significant impact on the group's financial statements.
The preparation of financial statements under IFRS requires estimates to be used and assumptions to be made that affect the amounts shown in the financial statements, particularly as regards the following items:
• The estimates used in the assessment of income taxes or uncertain tax positions. These estimates assume the operation is a going concern and are made on the basis of the information available at the time. Estimates may be revised if the circumstances on which they were based alter or if new information becomes available. Actual results may be different from these estimates.
The valuation rules, which are part of the annual report, are approved annually by AvH's board of directors. The most recent deliberation on and approval of these valuation rules by AvH's board of directors took place on March 22, 2023.
Since AvH's direct exposure to the military conflict in Ukraine is limited, the indirect effects, including increased commodity prices, disruption of logistics chains, declining financial markets and increased inflation are more likely to play a role.
In a challenging environment with steep cost increases, deteriorating consumer confidence and decreasing stock markets, the companies of the group have shown high resilience with a result of the core participations in line with the record result achieved in 2021. The diversified portfolio has also once again proven its pertinence, amongst others through the positive impact of the increasing raw material prices on the results of SIPEF. Our participations can be 'part of the solution' in these challenging markets, amongst others because they offer innovative and cost-efficient solutions to their customers or they contribute to the energy transition, for example through the installation of offshore wind parks and biodigesters, the construction of smart buildings and the development of green hydrogen.
For above topics and for climate related matters, reference is made to the Notes: Segment reporting (6), Goodwill (8), Tangible assets (9), Investment property (9), Participations accounted for using the equity method (11), Financial risk management and financial derivatives (12), Banks: receivables and debts (14–20), Financial debts (19) and Pension liabilities (26).
The consolidated annual accounts contain the financial details of the parent AvH, its subsidiaries and jointly controlled companies, as well as the share of the group in the results of the associated companies.
Subsidiaries are entities which are controlled by the group. Control exists when AvH (a) has power over the subsidiary; (b) is exposed, or has rights, to variable returns from its involvement with the subsidiary; and (c) has the ability to affect those returns through its power over the subsidiary. The participating interests in subsidiaries are consolidated in full as from the date of acquisition until the end of the control.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed to the owners of the Group and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Group and to the non-controlling interests, even if this results in the non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group's accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full in the consolidated financial statements.
Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Group.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/ permitted by applicable IFRSs).
An investment retained is initially measured at fair value. This fair value becomes the initial carrying amount at the date when control is lost and for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset.
Companies which are controlled jointly (defined as those entities in which the group has joint control, among others via the shareholders' percentage or via contractual agreement with one or more of the other shareholders and that are considered to be joint ventures) are included on the basis of the equity method as from the date of acquisition until the end of the joint control.
Associated participating interests in which the group has a significant influence, more specifically companies in which AvH has the power to participate (without control) in the financial and operational management decisions, are included in accordance with the equity method, as from the date of acquisition until the end of the significant influence.
Assets, liabilities, revenues and expenses from jointly controlled subsidiaries and associates are accounted for under the equity method in the consolidated financial statements. Under the equity method, an investment in a jointly controlled subsidiary or associate is firstly recorded at cost in the consolidated financial statements and then adjusted to record the share of the Group in the net result and in the comprehensive income of the jointly controlled subsidiary or associate. When the Group's share of losses of a jointly controlled subsidiary or associate exceeds the Group's interest in that jointly controlled subsidiary or associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the jointly controlled subsidiary or associate), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the jointly controlled subsidiary or associate.
According to the equity method, the participating interests are initially recorded at cost. Any surplus between the cost of the investment and the share in the fair value of net assets of the entity is recorded as goodwill included in the carrying amount of the investment. The carrying amount is subsequently modified to include the share of the group in the profit or loss of the participating interest, as from the date of purchase. The financial statements of these companies are prepared for the same reporting period as AvH and uniform IFRS valuation rules are applied. Unrealised intra-group profits and losses on transactions are eliminated to the extent of the interest in the company.
The Group continues to use the equity method when an investment in an associate becomes an investment in a jointly controlled subsidary or an investment in a jointly controlled subsidiary becomes an investment in an associate. There is no remeasurement to fair value upon such changes in ownership interests. When the Group reduces its ownership interest in an associate or a jointly controlled subsidiary but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.
A joint operation is a joint arrangement in which the parties (joint operators) have direct rights over the assets and direct obligations with respect to the entity's liabilities. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. When a subsidiary of AvH starts a joint operation, that subsidiary recognises:
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in the income statement as operating expenses as incurred.
Goodwill is initially measured at cost (being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests and any previous interest held over the net identifiable assets acquired and liabilities assumed). After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to those units.
Where goodwill has been allocated to a cash-generating unit (CGU) and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.
Non-controlling interests that represent ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis.
When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IFRS 9, or IAS 37 provisions, contingent liabilities and contingent assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.
When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to its acquisition-date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognised at that date.
As current IFRSs do not specify recognition and measurement principles in respect of business combinations between entities under common control (these are excluded from the scope of IFRS 3 business combinations), the Group applies predecessor accounting. This means that the assets and liabilities of the acquiree are initially recognised at their carrying amount without fair value adjustments. The difference between the acquisition/selling price and the carrying amount of the net assets acquired/disposed of is accounted for in equity as a compensation to the shareholder.
Intangible fixed assets with a finite useful life are stated at cost, less accumulated amortisation and any accumulated impairment losses.
Intangible fixed assets are amortised on a straight-line basis over the useful economic life. The useful economic life is reviewed per annum and this is also the case for any residual value. The residual value is assumed to be zero.
Intangible fixed assets with indefinite useful life, stated at cost, are not amortised but are subject to an impairment test on an annual basis and whenever indications of a possible impairment occur.
Costs for starting up new activities are included in the profit or loss at the time they occur.
Research expenses are taken into profit or loss in the period in which they arise. Development expenses that meet the severe recognition criteria of IAS 38 are capitalised and amortised over the useful life.
Goodwill arising from a business combination is recognised as an asset on the date on which control was obtained (the acquisition date). Goodwill is measured at cost being the excess of the consideration transferred, the non-controlling interests in the acquired company and the fair value of the stake already owned by the Group in the acquired company (if any) over the net amount of identifiable assets acquired and liabilities assumed on the acquisition date.
Non-controlling interests are initially measured either at fair value, or at the noncontrolling interests' share of the acquiree's recognised identifiable net assets. The basis of measurement is selected on a transaction-by-transaction basis.
If, after reassessment, the net balance, at the acquisition date, of identifiable assets acquired and liabilities assumed is higher than the sum of the consideration transferred, non-controlling interests in the acquiree and the fair value of the stake in the acquiree previously owned by the Group (if any), the surplus is recognised immediately in the income statement as a gain from a bargain purchase.
Goodwill is not amortised but is subject to impairment tests taking place annually or more frequently if there is an indication that the cash-generating unit to which it is allocated could have suffered a loss of value. Goodwill is stated on the balance sheet at cost less accumulated impairment losses, if any. Impairment of goodwill is not reversed in future periods.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, noncontrolling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
Tangible fixed assets are carried at cost or production cost less accumulated amortisations and any impairments.
Tangible fixed assets are amortised on a straight-line basis over the useful economic life. The useful life is reviewed on a yearly basis and this is also the case for any residual value.
The depreciation periods as defined by DEME of the floating and other construction materials range from 3 years (such as for pipelines) to 21 years. The principal component of trailing suction hopper dredgers and cutter suction dredgers is depreciated over a period of 18 years. For new hopper dredgers, cutter suction dredgers, cable lay vessels and DP3 Offshore crane vessels in production since 2019 the principal component is depreciated over a period of 20 years and a second component is depreciated over a period of 10 years. For major jack-up vessels this depreciation rule was already applicable. The principal component mainly includes the hull and machinery and the second component relates to parts of a vessel for which the lifespan is shorter than the economic life cycle of the vessel.
Repair and maintenance expenses for tangible assets are recognized as an expense in the period in which they occur, unless they result in an increase of the future economic benefit of the respective tangible fixed assets, which justifies their capitalisation.
Assets under construction are amortised as from the time they are taken into use.
On each closing date, the group verifies whether there are indications that an asset is subject to an impairment. In the event that such indications are present, an estimation is made of the recoverable amount. When the carrying amount of an asset is higher than the recoverable amount, an impairment is recorded in order to bring the carrying amount of the asset back to the recoverable amount.
The recoverable amount of an asset is defined as the higher of the fair value minus costs to sell (assuming a voluntary sale) and the value in use (based upon the net present value of the estimated future cash flows). Any resulting impairments are charged to the profit and loss account.
Previously recorded impairments, except on goodwill, are reversed through the profit and loss account when they are no longer valid.
When the Group acts as a lessor, it determines at lease inception whether a lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is considered a finance lease. As part of the assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.
If the lease agreement contains both lease and non-lease components, the Group applies IFRS 15 to allocate the consideration in the contract.
IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases under a single on-balance sheet model. IFRS 16 replaces IAS 17 "Leases", IFRIC 4 "Determining Whether an Arrangement Contains a Lease", SIC 15 "Operating Leases – Incentives" and SIC 27 "Evaluating the Substance of Transactions in the Legal Form of a Lease".
Under IFRS 16, a contract is, or contains, a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.
The Group recognises a right-of-use asset and a corresponding lease liability at the lease commencement date. Assets and liabilities arising from a lease are initially measured on a present value basis, discounted using the incremental borrowing rate of the lessee. The right-of-use asset is subsequently depreciated and/or impaired when deemed necessary. The right-of-use asset is also adjusted for certain remeasurements of the lease liability.
The lease liability is subsequently increased by the interest cost on the lease liability and reduced by lease payment made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable, or a change in the reassessment of whether a purchase or extension option is reasonably certain to be exercised (or a termination option curtained not to be exercised). The Group has applied judgement to determine the lease term for lease contracts containing renewal options.
In accordance with the standard on lease contracts, the Group elected to use following exemptions when applying IFRS 16 accounting for:
The most important judgements and assumptions in determining the lease asset and liability are as follows:
• The lease payments are discounted using the interest rate implicit in the lease agreement. If that rate cannot be readily determined, which is generally the case for leases in the group, the lessee has used judgement to determine its incremental borrowing rate, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
• In determining the lease term, management considers all facts and circumstances that create an incentive to exercise an extension option, (or not exercise a termination option). Extension options (or periods after termination options) are only included in the lease term if the lease agreement is reasonably certain to be extended (or not terminated).
These investments cover buildings which are ready to be leased (real estate investments) as well as buildings under construction or being developed for future use as operative real estate investments (project development).
Investment property is measured at fair value through profit or loss. On a yearly basis, the fair value of the leased buildings is determined based upon valuation reports.
When another financial asset is acquired or invested in, the contractual terms determine whether it is an equity instrument or a debt instrument.
Equity instruments give entitlement to the remaining interest in the net assets of another entity.
The assessment of the contractual cash flow characteristics or SPPI test is carried out per product group (financial assets with similar cash flow characteristics) or, where necessary, on an individual basis. It is assessed whether the instrument generates cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding (SPPI: solely payments of principal and interest). It is also investigated how these cash flows fit in with the business model of the entity in question.
The relevant classification and measurement method follows from those assessments:
Irrespective of these assessments, one can make an irrevocable election to designate, at initial recognition, a financial asset as measured at FVTPL (fair value option) if doing so eliminates or significantly reduces a measurement or recognition inconsistency ('accounting mismatch').
For the aforementioned financial assets that are measured at amortised cost and at fair value with value changes recognized in other comprehensive income, a loss allowance for expected credit losses is required (see section 6. Impairment of financial assets).
Classification and measurement of equity instruments Equity instruments held for trading must mandatorily be measured at fair value with value changes recognized in profit or loss (FVTPL).
For other equity instruments, the Group can make an irrevocable election, at initial recognition, to measure those instruments at fair value with value changes recognized in other comprehensive income (FVTOCI). This election can be made instrument by instrument (per share). On disposal, the cumulative fair value changes must not be reclassified to profit or loss. Only dividend income may be recognized in profit or loss.
For equity instruments, no loss allowance is required for expected credit losses.
For the classification and measurement of financial liabilities, other than derivatives, there are the following possibilities:
The operational subsidiaries belonging to the AvH-group are responsible for their risk management, such as exchange risk, interest risk, credit risk, commodity risk, etc. The risks vary according to the particular business where the subsidiaries are active and therefore they are not managed centrally at group level. The respective executive committees report to their board of directors or audit committee regarding their hedging policy.
Derivative instruments are recorded in the balance sheet at their fair value; the changes in fair value are reported in the income statement unless these instruments are part of hedging transactions.
The recognition of derivative instruments is in accordance with IFRS 9, except for macro hedge accounting for which IAS 39 is applied.
The value fluctuations of a derivative financial instrument that complies with the strict conditions for recognition as a cash flow hedge are recorded in other comprehensive income for the effective part. The ineffective part is recorded directly in the profit and loss account. The hedging results are transferred from of 'other comprehensive income' into the profit and loss account at the same moment the hedged transaction has impact on the result.
Changes in fair value of a derivative instrument that is formally allocated to hedge the changes of fair value of recorded assets and liabilities, are recognized in the profit and loss account together with the profits and losses caused by the fair value revaluation of the hedged component. The value fluctuations of derivative financial instruments, which do not meet the criteria for fair value hedge or cash flow hedge are recorded directly in the profit and loss account.
Cash and cash equivalents consist of cash and short-term investments and are recorded on the balance sheet at nominal value.
Under IFRS 9, a loss allowance is made at initial recognition for expected credit losses (ECLs) for:
Changes in loss allowances are recognized under the item 'Impairment losses' in profit and loss. The loss allowance for expected credit losses is presented:
The staging in the event of a significant increase (or decrease) in credit risk is done on an individual contract level ('bottom-up' staging) based on certain criteria such as payment arrears, renegotiations, and rating category. The internal credit rating is used for the individual staging of loans. As this is a criterion based on past history, a distinct 'collective staging' logic is used as well to take into account the macroeconomic outlook.
For the bond portfolio, the 'low credit risk exemption' is applied: as long as bonds retain their investment grade rating category, they remain in stage 1. On the basis of the low credit risk at the reporting date it may be concluded that there has been no significant increase in credit risk. Should a bond migrate to a non-investment grade rating category, the bank will either sell the bond or transfer it to stage 2 and determine an appropriate lifetime ECL.
A valuation model calculates the expected credit losses for contracts in stages 1 and 2 in line with the literature on IFRS9 ECL modelling. They are determined without any deliberate optimistic or conservative bias, and are based on all reasonable and substantiated information available by justifiable cost or effort. This includes information about past history, present circumstances and future projections. They also reflect the expected value that the bank deems possible in the foreseeable future.
These one-year expected credit losses and lifetime expected credit losses are calculated for each individual contract on the basis of the future cash flows and the following model parameters:
On each closing date, an investigation is performed whether there are objective indications that a financial asset is becoming non-performing and therefore transfers to stage 3, based on one of the following objectively observable events:
For stage 3 contracts, an estimate is made of the recoverable amount. When the carrying amount of an asset is higher than the recoverable amount, an impairment is recorded in order to bring the carrying amount of the asset back to the recoverable amount.
The net recoverable amount of an asset is defined as the higher of the following values:
Inventories are valued at cost (purchase or production cost) or at net realisable value when this is lower. The production cost comprises all direct and indirect costs incurred in bringing the inventories to their completion at balance sheet date and this corresponds with the estimated sales prices in normal circumstances, minus the handling, marketing and distribution costs (net realizable value). Construction contracts are valued according to the Percentage of Completion method whereby the result is recognized in accordance with progress of the works. Expected losses are immediately recognized as an expense.
Costs which are related to a capital transaction are deducted from the capital.
The purchase of treasury shares is deducted from equity at purchase price. Subsequent sale or cancellation at a later date does not affect the result. Profits and losses with regard to treasury shares are recorded directly in equity.
Transactions in foreign currency are recorded at the exchange rate on the date of the transaction. Positive and negative unrealised translation differences, resulting from the calculation of monetary assets and liabilities at closing rate on balance sheet date, are recorded as income or cost respectively in the profit and loss account.
Based upon the closing rate method, assets and liabilities of the consolidated subsidiary are converted at closing rate, while the income statement is converted at the average rate of the period, which results in translation differences included in the consolidated 'other comprehensive income'.
A provision is recognized if a company belonging to the group has a (legal or constructive) obligation as a result of a past event, and it is probable that the settlement of this obligation will require an outflow and the amount of this obligation can be determined in a reliable manner. In the event that the difference between the nominal and discounted value is significant, a provision is recorded for the amount of the discounted value of the estimated expenses. The resulting increase of the provision in proportion to the time is recorded as an interest charge.
Provisions for restructuring costs are only recognized when the group already has a detailed and approved restructuring plan and the planned restructuring has already started or been announced to the relevant staff members. No provisions are made for costs relating to the normal activities of the group.
A provision is made for warranty obligations relating to delivered products, services and contracts, based upon statistical data from the past.
Contingent assets and liabilities are mentioned in the note "Rights and commitments not reflected in the balance sheet", if their impact is important.
Taxes concern both current taxes on the result as deferred taxes. Both types of taxes are recorded in the profit and loss accounts except when they relate to components being part of the equity and therefore allocated to the equity. Deferred taxes are based upon the balance sheet method applied on temporary differences between the carrying amount of the assets and liabilities of the balance sheet and their tax base. The main temporary differences consist of different amortisation percentages of tangible fixed assets, provisions for pensions, carry-forward tax losses and tax credits.
Deferred tax liabilities are recognized for all taxable temporary differences:
Deferred tax assets are recorded for all deductible temporary differences and on carry-forward tax credits and tax losses that can be recovered, to the extent that it is probable that there will be taxable profits in the near future in order to be able to enjoy the tax benefit. The carrying amount of the deferred tax assets is verified on every balance sheet date and impaired to the extent that it is no longer probable that sufficient taxable profit will be available to credit all or part of the deferred taxes. Deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.
IFRIC 23, which became effective as from January 1, 2019 onwards, clarifies how to apply the recognition and measurement requirements in IAS 12 income taxes when an uncertainty over current and deferred income tax treatments exists. The acceptability of a particular tax treatment under tax law may not be known until the relevant taxation authority or a court takes a decision in the future. In assessing whether and how an uncertain tax treatment affects the determination of taxable results, the Group assumes that a taxation authority will examine amounts it has a right to examine and has full knowledge of all related information when making those examinations. If the Group concludes it is probable that the taxation authority will accept an uncertain tax treatment, it determines the taxable result consistently with the tax treatment used or planned to be used in its income tax filings. If the Group concludes that it is not probable that a taxation authority will accept an uncertain tax treatment, it reflects the effect of uncertainty in determining its accounting tax position. If the possible outcomes are binary or concentrated to one value, the uncertain tax position is measured using the most likely amount. In case there exists a range of possible outcomes that are neither binary nor concentrated on one value, the sum of the weighted amounts in a range of possible outcomes might best predict the resolution of the uncertainty.
Employee benefits consist of short-term employee benefits, postemployment benefits, other long-term employee benefits, redundancy pay and rewards in equity instruments. The post-employment benefits include the pension plans, life insurance policies and insurance policies for medical assistance. Pension plans with fixed contribution or defined benefit plans are provided through separate funds or insurance plans. In addition, employee benefits consisting of equity instruments also exist.
Pension plans
Several subsidiaries within the group have taken out group insurance policies for the benefit of their employees. Since Belgian subsidiaries are obliged to make additional payments if the average return on the employers' contributions and on the employees' contributions is not attained, those plans should be treated as "defined benefit" plans in accordance with IAS19 (Revised).
The group has a number of defined benefit pension plans. The costs of the defined benefit pension plans are actuarially determined using the 'projected unit credit' method.
Remeasurements, composed of actuarial gains and losses, the effect of changes to the asset ceiling and the return on plan assets, are directly recognized in the balance sheet; a corresponding amount is credited or charged to retained earnings through other comprehensive income in the period in which they arise.
Remeasurements are not reclassified to profit or loss in subsequent periods.
Past service costs are recognized in profit or loss on the effective date of the change or restriction of the pension plan or the date on which the group accounts for reorganization costs, whichever occurs first.
Net interest is calculated by applying the discount rate to the net defined benefit asset or liability and is recognized in consolidated profit or loss.
On different levels stock option plans exist within the AvH, giving employees the right to buy AvH shares or the shares of some subsidiary at a predefined price. This price is determined at the time when the options are granted and it is based on the market price or the intrinsic value.
The performance of the beneficiary is measured (at the moment of granting) on the basis of the fair value of the granted options and warrants and recognized in profit and loss when the services are rendered during the vesting period.
Revenue is recognised in accordance with the IFRS standards, taking into account the specific activities of each segment.
Revenue is recognised when or as each performance obligation is satisfied, at the amount of the transaction price allocated to that performance obligation. Control of an asset refers to the ability to direct the use of and obtain substantially all the remaining benefits from the asset.
When a performance obligation is satisfied by transferring a promised good or service to the customer before the customer pays consideration or before payment is due,the Group presents the contract as a contract asset, unless the Group's rights to that amount of consideration are unconditional, in which case the Group recognises a receivable.
When an amount of consideration is received from a customer prior to the Group transferring a good or service to the customer, the Group presents the contract as a contract liability.
The main streams of revenue are recognised if it meets the criteria outlined below.
Most of the revenue recognised by the construction companies in the group relates to contracts with customers for the sale of properties and services revenue generated from construction, project management and selling activities. In accounting for these contracts, the Group is required to identify which goods or services are distinct and therefore represent separate performance obligations to which revenue can be assigned.
Management uses judgement to determine whether a promised good or service is distinct by assessing if the customer can benefit from the good or service on its own or together with other resources that are readily available to the customer and by ascertaining whether the Group's promise to transfer the good or service to the customer is separately identifiable from other promises in the contract.
The Group is required to determine the transaction price in respect of each of its contracts with customers. Where consideration is variable due to a performance bonus, the Group estimates the amount of variable consideration to be included in the transaction price.
The Group uses the stand-alone selling price of the distinct goods and services underlying each performance obligation to apportion the transaction price to identified performance obligations. This occurs for a limited number of EPCI contracts in the "Marine Engineering & Contracting" segment, where the multiple performance obligations (procurement activities and installation activities) give rise to a separate revenue recognition pattern.
The Group assesses each of its customer contracts to determine whether performance obligations are satisfied over time or at a point in time in order to determine when revenue is recognised. For sales of properties under development the Group recognises revenue over time, according to the percentage of completion method, because control transfers over time. Its performance creates an asset that the customer controls as the asset is created. It does not create an asset with alternative use as the Group has an enforceable right to payment for performance completed to date. For the EPCI contracts, revenue on the procurement activities are recognised at a point in time and the installation activities are recognised over time.
For performance obligations satisfied over time, contract revenue is recognized according to the percentage of completion of the contract activity at the closing date by using an input method calculated as the proportion of contract costs at the closing date and the estimated total contract costs. An expected loss on a construction contract is immediately recognized.
Contracts for the sale of properties contain certain warranties covering a period of up to ten years after completion of the property. The Group assessed that these conditions represent 'assurance-type' warranties that are legally required to be provided as quality guarantees and will continue to be accounted for under IAS 37, consistent with its current practice.
A variation may lead to an increase or a decrease in contract revenue. A variation is an instruction by the customer for a change in the scope of the work to be performed under the contract. These contract modifications form typically part of the performance obligation that is partially satisfied at the date of the contract modification, hence the effect is recognised as an adjustment to revenue.
Dividend revenue is recognised when the Group's right to receive the payment is established.
Other revenue is recognised when it is received or when the right to receive payment is established.
The Group classifies non-current assets and disposal groups as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Costs to sell are the incremental costs directly attributable to the disposal of an asset (disposal group), excluding finance costs and income tax expense.
The criteria for held for sale classification is regarded as met only when the sale is highly probable, and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset and the sale expected to be completed within one year from the date of the classification.
Events may occur after the balance sheet date which provide additional information with regard to the financial situation of the company at balance sheet date (adjusting events). This information allows the adjustment of estimations and a better reflection of the actual situation on the balance sheet date. These events require an adjustment of the balance sheet and the profit and loss account. Other events after balance sheet date are mentioned in the notes if they have a significant impact.
The group calculates both the basic earnings per share and the diluted earnings per share in accordance with IAS 33. The basic earnings per share are calculated on the basis of the weighted average number of outstanding shares during the period. Diluted earnings per share are calculated according to the average number of shares outstanding during the period plus the diluted effect of the warrants and stock options outstanding during the period.
AvH is a diversified group which is active in the following core sectors:
The segment information in the financial statements of AvH is published in line with IFRS 8.
| Name of subsidiary | Registration nr | Registered office |
Beneficial interest % 2022 |
Beneficial interest % 2021 |
Minority interest % 2022 |
Minority interest % 2021 |
|---|---|---|---|---|---|---|
| Marine Engineering & Contracting | ||||||
| CFE (1) (2) |
||||||
| DEME (1) |
0400.464.795 | Belgium | 62.12% | 62.10% | 37.88% | 37.90% |
| DEME Group (1) (2) |
0400.473.705 | Belgium | 62.10% | 37.90% | ||
| Rent-A-Port (3) |
787,829,347 0885.565.854 |
Belgium Belgium |
62.12% 81.06% |
81.05% | 37.88% 18.94% |
18.95% |
| International Port Engineering and Management (IPEM) | 0441.086.318 | Belgium | 81.06% | 81.05% | 18.94% | 18.95% |
| Infra Asia Consultancy and Project Management | 0891.321.320 | Belgium | 81.06% | 81.05% | 18.94% | 18.95% |
| Rent-A-Port Green Energy (4) |
0648.717.687 | Belgium | 54.04% | 45.96% | ||
| IPEM Holdings | Cyprus | 81.06% | 81.05% | 18.94% | 18.95% | |
| Port Management Development | Cyprus | 81.06% | 81.05% | 18.94% | 18.95% | |
| Infra Asia Consultancy | Hong Kong | 81.06% | 81.05% | 18.94% | 18.95% | |
| OK SPM FTZ Enterprise (liquidated) | Nigeria | 81.05% | 18.95% | |||
| Infra Asia Investments (subgroup Rent-A-Port) (3) |
||||||
| IPEM Reclamation | Cyprus | 76.20% | 49.78% | 23.80% | 50.22% | |
| Rent-A-Port Reclamation | Hong Kong | 76.20% | 49.78% | 23.80% | 50.22% | |
| Infra Asia Investment Green Utilities | Hong Kong | 76.20% | 49.78% | 23.80% | 50.22% | |
| Infra Asia Investment HK | Hong Kong | 76.20% | 49.78% | 23.80% | 50.22% | |
| Warehousing Workshop Worldwide | Hong Kong | 68.58% | 44.80% | 31.42% | 55.20% | |
| Deep C Blue (Hong Kong) | Hong Kong | 76.20% | 49.78% | 23.80% | 50.22% | |
| IPEM Vietnam | Hong Kong | 76.20% | 49.78% | 23.80% | 50.22% | |
| Dinh Vu Industrial Zone jsc | Vietnam | 57.61% | 40.72% | 42.39% | 59.28% | |
| Hong Duc Industrial Zone jsc | Vietnam | 76.30% | 50.40% | 23.70% | 49.60% | |
| Hai Phong Industrial Park jsc | Vietnam | 76.25% | 50.09% | 23.75% | 49.91% | |
| Deep C Blue Hai Phong Company | Vietnam | 76.20% | 49.78% | 23.80% | 50.22% | |
| DC Red Hai Phong | Vietnam | 68.58% | 44.80% | 31.42% | 55.20% | |
| Deep C Management | Vietnam | 76.20% | 49.78% | 23.80% | 50.22% | |
| Green Offshore | 0832.273.757 | Belgium | 81.06% | 81.05% | 18.94% | 18.95% |
| Private Banking | ||||||
| Bank Van Breda | 0404.055.577 | Belgium | 78.75% | 78.75% | 21.25% | 21.25% |
| Van Breda Immo Consult | 0726.963.530 | Belgium | 78.75% | 78.75% | 21.25% | 21.25% |
| FinAx (5) |
0718.694.279 | Belgium | 100.00% | 100.00% | ||
| Real Estate & Senior Care | ||||||
| Nextensa (2) |
0436.323.915 | Belgium | 58.53% | 58.53% | 41.47% | 41.47% |
| Anima (6) |
0469.969.453 | Belgium | 92.50% | 7.50% | ||
| Anima Vlaanderen | 0698.940.725 | Belgium | 92.50% | 7.50% | ||
| Gilman | 0870.238.171 | Belgium | 92.50% | 7.50% | ||
| Engagement | 0462.433.147 | Belgium | 92.50% | 7.50% | ||
| Le Gui | 0455.218.624 | Belgium | 92.50% | 7.50% | ||
| Anima Wallonië | 0428.283.308 | Belgium | 92.50% | 7.50% | ||
| Huize Philemon & Baucis | 0462.432.652 | Belgium | 92.50% | 7.50% | ||
| Anima Cura | 0480.262.143 | Belgium | 92.50% | 7.50% | ||
| Glamar | 0430.378.904 | Belgium | 92.50% | 7.50% |
(1) On June 29, 2022, the Extraordinary General Meeting of Shareholders of CFE approved the partial demerger of CFE. On that date, CFE contributed its 100% participation in DEME to a new company, DEME Group, and transferred the shares of that company to its shareholders. The DEME Group shares were then listed on Euronext Brussels on June 30, 2022. Accordingly, as of June 30, 2022, CFE and DEME Group are separately listed companies. The partial demerger of CFE did not change AvH's economic interest in DEME/CFE: the only change is that, as of June 30, 2022, AvH holds shares directly in the listed companies DEME Group (62.12%) and CFE (62.12%), whereas before that date DEME was a 100% participation of the listed company CFE, in which AvH held a 62.12% participation. Consequently, this partial demerger has no consequences for the reporting of DEME (Group) by full consolidation in the consolidated financial statements of AvH.
(2) For an overview of the participations held by the listed companies DEME Group, CFE and Nextensa, we refer to their respective annual reports.
(3) In December 2021, Rent-A-Port concluded an agreement to acquire an additional 32.6% stake in IAI, which brought its total participation to 94%. The closing of the transaction took place in the first quarter of 2022.
(4) Following SRIW Environnement's entry into the shareholding of BStor (formerly Rent-A-Port Green Energy), Rent-A-Port holds a 38% stake in BStor. With the Estor-Lux project, Bstor responds to the need for flexible solutions in the electricity markets. Bstor is now included in the associated participating interests (Note 3).
(5) AvH has, through its 100% subsidiary FinAx, a direct 78.75% stake in Delen Private Bank and Bank Van Breda.
(6) At the beginning of July 2022, AvH and the management of Anima transferred 100% of the Anima shares to AG.
| Name of subsidiary | Registration nr | Registered office |
Beneficial interest % 2022 |
Beneficial interest % 2021 |
Minority interest % 2022 |
Minority interest % 2021 |
|---|---|---|---|---|---|---|
| Real Estate & Senior Care (continued) | ||||||
| Zorgcentrum Lucia | 0818.244.092 | Belgium | 92.50% | 7.50% | ||
| Résidence Parc des Princes | 0431.555.572 | Belgium | 92.50% | 7.50% | ||
| Résidence St. James | 0428.096.434 | Belgium | 92.50% | 7.50% | ||
| Château d'Awans | 0427.620.342 | Belgium | 92.50% | 7.50% | ||
| Home Scheut | 0458.643.516 | Belgium | 92.50% | 7.50% | ||
| Le Birmingham | 0428.227.284 | Belgium | 92.50% | 7.50% | ||
| Zandsteen | 0664.573.823 | Belgium | 92.50% | 7.50% | ||
| Les Résidences de l'Eden | 0455.832.197 | Belgium | 92.50% | 7.50% | ||
| Résidence Arcade | 0835.637.281 | Belgium | 92.50% | 7.50% | ||
| La Roseraie | 0466.582.668 | Belgium | 92.50% | 7.50% | ||
| Patrium | 0675.568.178 | Belgium | 92.50% | 7.50% | ||
| Elenchus Invest | 0478.953.930 | Belgium | 92.50% | 7.50% | ||
| Résidence Edelweiss | 0439.605.582 | Belgium | 92.50% | 7.50% | ||
| Résidence Neerveld | 0427.883.628 | Belgium | 92.50% | 7.50% | ||
| Villa 34 | 0432.423.822 | Belgium | 92.50% | 7.50% | ||
| Le Rossignol | 0432.049.381 | Belgium | 92.50% | 7.50% | ||
| Immo Markant | 0537.654.073 | Belgium | 92.50% | 7.50% | ||
| Les 3 Arbres | 0435.646.893 | Belgium | 92.50% | 7.50% | ||
| Saint-Vincent | 0465.771.630 | Belgium | 92.50% | 7.50% | ||
| Energy & Resources | ||||||
| AvH Resources India | U74300DL2001 PTC111685 |
India | 100.00% | 100.00% | ||
| AvH & Growth Capital | ||||||
| AvH Growth Capital | 0434.330.168 | Belgium | 100.00% | 100.00% | ||
| Sofinim Luxemburg | 2003.2218.661 | Luxembourg | 100.00% | 100.00% | ||
| Agidens International | 0468.070.629 | Belgium | 84.98% | 84.98% | 15.02% | 15.02% |
| Agidens Life Sciences | 0411.592.279 | Belgium | 84.98% | 84.98% | 15.02% | 15.02% |
| Agidens Proces Automation | 0465.624.744 | Belgium | 84.98% | 84.98% | 15.02% | 15.02% |
| Agidens Proces Automation BV | 005469272B01 | The Netherlands | 84.98% | 84.98% | 15.02% | 15.02% |
| Agidens Life Sciences BV | 850983411B01 | The Netherlands | 84.98% | 84.98% | 15.02% | 15.02% |
| Agidens Inc | 32.067.705.379 | USA | 84.98% | 84.98% | 15.02% | 15.02% |
| Agidens SAS | 10.813.818.424 | France | 84.98% | 84.98% | 15.02% | 15.02% |
| Agidens GmbH | 76301 | Germany | 84.98% | 84.98% | 15.02% | 15.02% |
| Agidens AG | 539301 | Switzerland | 84.98% | 84.98% | 15.02% | 15.02% |
| Argus Technologies | 0844.260.284 | Belgium | 84.98% | 84.98% | 15.02% | 15.02% |
| Baarbeek Immo | 651.662.133 | Belgium | 84.98% | 84.98% | 15.02% | 15.02% |
| Biolectric Group | 0422.609.402 | Belgium | 55.83% | 55.83% | 44.17% | 44.17% |
| Biolectric | 0879.126.440 | Belgium | 55.83% | 55.83% | 44.17% | 44.17% |
| Biolectric Ltd | UK | 55.83% | 55.83% | 44.17% | 44.17% | |
| Subholdings AvH | ||||||
| Anfima | 0426.265.213 | Belgium | 100.00% | 100.00% | ||
| AvH Singapore | 202118768G | Singapore | 100.00% | 100.00% | ||
| Brinvest | 0431.697.411 | Belgium | 100.00% | 100.00% | ||
| Profimolux | 1992.2213.650 | Luxembourg | 100.00% | 100.00% |
| (€ 1,000) Name of subsidiary | Registration nr |
Registered office |
Beneficial interest % 2022 |
Minority interest % 2022 |
Activity report |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting | |||||||||
| Rent-A-Port | |||||||||
| Infra Asia Investments (subgroup Rent-A-Port) (1) |
|||||||||
| Euro Jetty (Hong Kong) | Hong Kong | 38.10% | 11.90% | 17,401 | 10 | 455 | 2,435 | ||
| Deep C Green Energy (Hong Kong) | Hong Kong | 38.10% | 11.90% | 16,251 | 224 | 455 | 720 | ||
| Deep C Green Energy (Vietnam) | Vietnam | 38.10% | 11.90% | 19,896 | 17,367 | 35,635 | 582 | ||
| Euro Jetty (Vietnam) Company | Vietnam | 38.10% | 11.90% | 4,612 | 1,214 | 4,846 | 2,648 | ||
| Tien Phong Industrial Zone | Vietnam | 38.10% | 11.90% | 27,988 | 8,857 | 0 | -1,206 | ||
| Bac Tien Phong Industrial Zone | Vietnam | 38.10% | 11.90% | 83,859 | 36,248 | 17,286 | 3,774 | ||
| Hateco Deep C Port (2) |
Vietnam | 38.10% | 11.90% | 6 | 4 | 0 | -9 | ||
| Infra Asia Investments fund (liquidated) | 0648.714.620 | Belgium | |||||||
| Private Banking | |||||||||
| Delen Private Bank (3) |
0453.076.211 | Belgium | 78.75% | p. 98 | 2,582,456 | 1,503,860 | 512,143 | 160,623 | |
| Energy & Resources | |||||||||
| SIPEF (USD 1.000) (4) |
0404.491.285 | Belgium | 36.81% | p. 112 | 1,062,223 | 244,420 | 527,460 | 108,157 | |
| Verdant Bioscience (USD 1.000) (5) |
Singapore | 42.00% | p. 116 | 32,989 | 23,087 | 5,905 | -1,288 | ||
| AvH & Growth Capital | |||||||||
| Amsteldijk Beheer | 33.080.456 | The Netherlands |
50.00% | 5,349 | 4,711 | 592 | -56 | ||
| Manuchar (USD 1.000) (6) |
0407.045.751 | Belgium | |||||||
| Turbo's Hoet Groep | 0881.774.936 | Belgium | 50.00% | p. 129 | 399,859 | 247,563 | 653,767 | 24,826 | |
| Telemond | 0893.552.617 | Belgium | 50.00% | p. 128 | 99,490 | 30,051 | 128,408 | 15,156 |
(1) In December 2021, Rent-A-Port concluded an agreement to acquire an additional 32.6% stake in IAI, which brought its total participation to 94%. The closing of the transaction took place in the first quarter of 2022.
(2) Rent-A-Port acquired 50% of the shares of Hateco Deep C Port Jsc, active in the development and management of a barge terminal for the Hai Phong International Gateway Port Industrial Zone in Cat Hai.
(3) FinAx holds a 78.75% stake in Delen Private Bank NV. The shareholder agreements between AvH and the Jacques Delen family, which holds a 21.25% stake through Promofi NV, include, among other things, agreements concerning representation on the board of directors and decision-making at the level of the board of directors and the shareholders' meeting. The special majority requirements specified for certain key decisions lead to joint control.
(4) The shareholders' agreement between the Baron Bracht family and AvH results in joint control of SIPEF. AvH's stake in SIPEF increased from 35.13% to 36.81% in 2022.
(5) AvH holds 42% in Verdant Bioscience, a strategic investment in line with its 35.13% interest in SIPEF. SIPEF holds a 38% interest in VBS.
(6) Early 2022, an agreement was signed with Lone Star Funds for the sale of 100% of the share capital of Manuchar. In view of the announced sale of the participation in Manuchar, which was completed during the second quarter of 2022, this participation was already reclassified to 'Assets held for sale' at year-end 2021.
| (€ 1,000) Name of subsidiary | Registration nr |
Registered office |
Beneficial interest % 2021 |
Minority interest % 2021 |
Activity report |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting | |||||||||
| Rent-A-Port | |||||||||
| Infra Asia Investments (subgroup Rent-A-Port) | |||||||||
| Euro Jetty (Hong Kong) | Hong Kong | 24.89% | 25.11% | 14,132 | 9 | 406 | 1,764 | ||
| Deep C Green Energy (Hong Kong) | Hong Kong | 24.89% | 25.11% | 14,642 | 211 | 406 | 411 | ||
| Deep C Green Energy (Vietnam) | Vietnam | 24.89% | 25.11% | 14,495 | 12,687 | 26,307 | 374 | ||
| Euro Jetty (Vietnam) Company | Vietnam | 24.89% | 25.11% | 4,453 | 1,687 | 4,133 | 2,200 | ||
| Tien Phong Industrial Zone | Vietnam | 24.89% | 25.11% | 23,141 | 4,368 | 0 | -680 | ||
| Bac Tien Phong Industrial Zone | Vietnam | 24.89% | 25.11% | 61,965 | 19,010 | 11,739 | 5,074 | ||
| Infra Asia Investment Fund | 0648.714.620 | Belgium | 40.53% | 9.47% | 32,182 | 30,787 | 0 | 17 | |
| ESTOR-LUX | 0749.614.317 | Belgium | 24.32% | 5.68% | 9,689 | 7,792 | 432 | 158 | |
| Private Banking | |||||||||
| Delen Private Bank | 0453.076.211 | Belgium | 78.75% | p. 98 | 2,429,155 | 1,406,702 | 506,760 | 167,556 | |
| Energy & Resources | |||||||||
| SIPEF (USD 1.000) | 0404.491.285 | Belgium | 35.13% | p. 112 | 991,765 | 264,436 | 416,053 | 93,749 | |
| Verdant Bioscience (USD 1.000) | Singapore | 42.00% | p. 116 | 33,665 | 22,475 | 3,319 | -2,514 | ||
| AvH & Growth Capital | |||||||||
| Amsteldijk Beheer | 33.080.456 | The Netherlands |
50.00% | 5,529 | 4,835 | 847 | -1,160 | ||
| Manuchar (USD 1.000) | 0407.045.751 | Belgium | 30.00% | 796,436 | 622,605 | 2,481,657 | 62,610 | ||
| Turbo's Hoet Groep | 0881.774.936 | Belgium | 50.00% | p. 129 | 352,875 | 220,069 | 620,486 | 18,083 | |
| Telemond | 0893.552.617 | Belgium | 50.00% | p. 128 | 87,727 | 27,904 | 98,953 | 8,888 |
| (€ 1,000) Name of associated participating interest |
Registration nr |
Registered office |
Beneficial interest % 2022 |
Minority interest % 2022 |
Activity report |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting | |||||||||
| Rent-A-Port | |||||||||
| BSTOR (1) |
0648.717.687 | Belgium | 30.80% | 5,200 | 1,739 | 499 | -413 | ||
| ESTOR-LUX (1) |
0749.614.317 | Belgium | 23.10% | 13,402 | 8,456 | 5,010 | 3,031 | ||
| ESTOR-LUX II (1) |
0791.483.574 | Belgium | 23.10% | 684 | 192 | 0 | -8 | ||
| Green Offshore (2) |
|||||||||
| Rentel | 0700.246.364 | Belgium | 10.13% | 2.37% | p. 93 | 903,397 | 728,235 | 123,211 | 20,366 |
| SeaMade | 0543.401.324 | Belgium | 7.09% | 1.66% | p. 93 | 1,255,529 | 1,062,860 | 140,683 | 11,296 |
| Otary RS | 0833.507.538 | Belgium | 10.13% | 2.37% | 86,158 | 7,848 | 13,246 | 20,352 | |
| Otary BIS | 0842.251.889 | Belgium | 10.13% | 2.37% | 54,530 | 12 | 0 | 6,271 | |
| Energy & Resources | |||||||||
| Sagar Cements (INR million) (3) |
L26942AP19 81PLC002887 |
India | 19.64% | p. 117 | 36,535 | 21,358 | 21,097 | -830 | |
| AvH & Growth Capital | |||||||||
| Axe Investments | 419,822,730 | Belgium | 48.34% | p. 123 | 14,622 | 56 | 503 | 403 | |
| Financière EMG | 801.720.343 | France | 22.73% | p. 125 | 352,915 | 281,128 | 359,128 | 4,232 | |
| Mediahuis (4) |
439.849.666 | Belgium | 13.93% | p. 126 | 1,179,890 | 696,270 | 1,222,960 | 65,264 | |
| OM Partners | 428.328.442 | Belgium | 20.01% | p. 127 | 162,491 | 47,363 | 166,657 | 35,519 | |
| Van Moer Group | 885.987.706 | Belgium | 21.74% | p. 130 | 163,800 | 121,694 | 310,267 | 5,754 |
(1) Following SRIW Environnement's entry into the shareholding of BStor (formerly Rent-A-Port Green Energy), Rent-A-Port holds a 38% stake in BStor. With the Estor-Lux project, Bstor responds to the need for flexible solutions in the electricity markets.
(2) The stakes in the offshore wind farms Rentel and SeaMade (and the intermediate holdings Otary RS and Otary BIS) are held through Green Offshore, which is a 50/50 investment vehicle of AvH and CFE. AvH has a (transitive) participation of 10.13% in Rentel and 7.09% in SeaMade. When DEME's interests in Rentel and SeaMade are also taken into account, the (beneficial) interests of AvH amount to 21.9% and 15.3% respectively.
(3) As a result of a capital increase of Sagar Cements that was fully subscribed by a new shareholder, the participation of AvH in Sagar Cements was diluted from 21.85% (at year-end 2021) to 19.64%.
(4) AvH has at the end of 2022 a 49.9% stake in Mediacore, the controlling shareholder (53,5%) in Mediahuis Partners. Mediahuis Partners has a controlling share of 52.14% in Mediahuis. The participation percentage of AvH in Mediahuis is therefore 13.93%.
| (€ 1,000) Name of associated participating interest |
Registration nr |
Registered office |
Beneficial interest % 2021 |
Minority interest % 2021 |
Activity report |
Total assets |
Total liabilities |
Turnover | Net result |
|---|---|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting | |||||||||
| Green Offshore | |||||||||
| Rentel | 0700.246.364 | Belgium | 10.13% | 2.37% | p. 93 | 933,616 | 837,698 | 138,307 | 29,698 |
| SeaMade | 0543.401.324 | Belgium | 7.09% | 1.66% | p. 93 | 1,373,451 | 1,322,510 | 145,762 | 12,220 |
| Otary RS | 0833.507.538 | Belgium | 10.13% | 2.37% | 84,142 | 1,551 | 10,254 | 18,605 | |
| Otary BIS | 0842.251.889 | Belgium | 10.13% | 2.37% | 54,330 | 171 | 0 | 8,437 | |
| Energy & Resources | |||||||||
| Sagar Cements (INR million) | L26942AP19 81PLC002887 |
India | 21.85% | p. 117 | 32,605 | 19,840 | 15,128 | 1,278 | |
| AvH & Growth Capital | |||||||||
| Axe Investments | 419,822,730 | Belgium | 48.34% | p. 123 | 14,230 | 47 | 542 | -223 | |
| Financière EMG | 801.720.343 | France | 22.51% | p. 125 | 381,248 | 310,442 | 366,845 | 152 | |
| Mediahuis | 439.849.666 | Belgium | 13.51% | p. 126 | 1,107,536 | 625,059 | 1,130,790 | 117,321 | |
| OM Partners | 428.328.442 | Belgium | 20.01% | p. 127 | 125,662 | 42,167 | 115,713 | 23,777 | |
| Van Moer Group | 885.987.706 | Belgium | 21.74% | p. 130 | 119,051 | 82,785 | 222,378 | 1,328 |
| (€ 1,000) Name of the participation | Registration nr | Registered Activity report office |
Interest% 2022 (fully diluted) |
Interest% 2021 (fully diluted) |
|
|---|---|---|---|---|---|
| AvH & Growth Capital | |||||
| Life Sciences | |||||
| AstriVax (1) |
0787.990.881 | Belgium | p. 131 | 5.8% | |
| Biotalys | 0508.931.185 | Belgium | p. 132 | 11.9% | 11.9% |
| Bio Cap Invest (Epics Therapeutics) | 0719.433.261 | Belgium | 29.5% | 29.5% | |
| Indigo Diabetes | 0666.442.557 | Belgium | p. 133 | 11.9% | 9.1% |
| MRM Health | 0742.910.132 | Belgium | p. 134 | 15.9% | 17.2% |
| OncoDNA | 0501.631.837 | Belgium | p. 135 | 9.8% | 9.8% |
| India / South-East Asia | |||||
| Convergent Finance (2) |
160130 | Mauritius | p. 136 | 3.1% | |
| HealthQuad Fund I | U74999DL2019PTC352056 | India | p. 137 | 36.3% | 36.3% |
| HealthQuad Fund II (3) |
U74999DL2019PTC352056 | India | p. 137 | 11.0% | 10.0% |
| Medikabazaar (direct) (4) |
U51397MH2013PTC245092 | India | p. 138 | 8.9% | 8.7% |
| Venturi Fund I (5) |
T21VC0008K-SF001 | Singapore | p. 139 | 11.1% | 20.0% |
| Venturi Partners / Venturi I Capital | 201906515N | Singapore | p. 139 | 10.0% | 10.0% |
| Other | |||||
| Baarbeek | 0872.203.709 | Belgium | 100.00% | 100.00% | |
| Hofkouter (6) |
0687.984.772 | Belgium | 65.00% | ||
| Invest BW. | 0430.636.943 | Belgium | 25.0% | 25.0% | |
| Koffie F. Rombouts (7) |
0404.850.185 | Belgium | 4.0% | 5.0% | |
| Pluralis | 68.887.590 | The Netherlands | 2.1% | 2.1% | |
| Pribinvest | B0107957 | Luxembourg | 78.8% | 78.8% |
(1) In August 2022, AvH announced its investment in AstriVax (AvH 5.8%), as part of the capital round that was organised by the spin-off from KU Leuven. Over time, AvH will acquire a shareholding of 7.7% in AstriVax. AstriVax has raised a total of 30 million euros of seed capital. The company will develop new vaccines that are easier to produce, have less cold chain requirements, and offer broad and long-lasting protection against various viruses and other pathogens. (2) At the end of October, AvH announced a partnership with Convergent Finance, a Mumbai-based investment management and advisory partnership that focuses on investments in well-established
and listed companies in India. AvH invested 6 million euros in the partnership. Convergent focuses on various sectors such as food & beverages, specialty chemicals, clean technology and healthcare.
(3) In March 2022, HealthQuad completed the final closing of its second fund with 161 million USD committed funds. AvH participated as anchor investor with a commitment of 17.5 million USD. HealthQuad Fund II has already invested approximately 98 million USD in 11 companies. (4) Medikabazaar collected 65 million USD in a new capital round. Besides the contribution of the current investors, which include AvH, Lighthouse India Fund III has also joined the capital. (5) In June 2022, Venturi Fund I was closed with total commitments of 180 million USD. AvH participated in the initial closing and is an anchor investor, with a commitment of 20 million USD, to be
invested over a 4-year period. (6) At the end of 2022, Van Laere, a subsidiary of CFE, sold 65% of its stake in Hofkouter (the company whose sole property is Van Laere's former head office and workshops in Zwijndrecht) to AvH.
The capital gain that CFE realised on this was eliminated at AvH level.
(7) The stake in Koffie Rombouts was further reduced in 2022.
No business combinations took place in 2022.
| (€ 1,000) | Anima |
|---|---|
| Balance sheet | 30-06-2022 |
| Goodwill and intangible assets | 38,830 |
| Tangible assets | 211,722 |
| Cash and cash equivalents | 4,861 |
| Other assets | 29,928 |
| Total assets | 285,340 |
| Equity (group share AvH) | 68,235 |
| Minority interests | 5,734 |
| Current and non-current financial debts | 164,690 |
| Other liabilities | 46,682 |
| Total equity and liabilities | 285,340 |
| Total assets | 285,340 |
| Total liabilities | -211,372 |
| Minority interests | -5,734 |
| Net assets (91.8%) | 68,235 |
| Sales price | 308,163 |
| Provision - Reps & Warranties | -3,052 |
| Capital gain | 236,876 |
| Income statement | 30-06-2022 |
|---|---|
| Revenue | 60,127 |
| Operating expenses (-) | -54,271 |
| Profit (loss) on disposal of assets | -245 |
| Profit (loss) from operating activities | 5,611 |
| Financial result | -1,442 |
| Profit (loss) before tax | 4,169 |
| Income taxes | -1,118 |
| Profit (loss) of the period | 3,050 |
| Minority interests | -229 |
| Share of the group | 2,822 |
| Cash flow statement | 30-06-2022 |
|---|---|
| Cash and cash equivalents - opening balance on January 1, 2022 | 6,067 |
| Cash flow from operating activities | 6,695 |
| Cash flow from investing activities | -8,174 |
| Cash flow from financial activities | 273 |
| Cash and cash equivalents - ending balance on June 30, 2022 | 4,861 |
At the beginning of July 2022, AvH and the management of Anima transferred 100% of the Anima shares to AG. The transaction represents for AvH a cash
revenue of 308.2 million euros and a capital gain of 236.9 million euros.
At year-end 2022, 62.5 million euros in assets held for sale were recognised. Approximately half of that amount relates to one of DEME's vessels that will probably be sold in the second half of 2023 (Segment Marine Engineering & Contracting), while the balance represents the carrying amount of AvH's 50% participation in Telemond, which was sold in Q1 2023 (Segment AvH & Growth Capital).
End of 2021, the assets held for sale amounted to 230.7 million euros and consisted of:
DEME Group (full consolidation 62.12%), CFE (full consolidation 62.12%), Rent-A-Port (full consolidation 81.06%) and Green Offshore (full consolidation 81.06%).
On June 29, 2022, the Extraordinary General Meeting of Shareholders of CFE approved the partial demerger of CFE. On that date, CFE contributed its 100% participation in DEME to a new company, DEME Group, and transferred the shares of that company to its shareholders. The DEME Group shares were then listed on Euronext Brussels on June 30, 2022. Accordingly, as of June 30, 2022, CFE and DEME Group are separately listed companies.
The partial demerger of CFE did not change AvH's economic interest in DEME/CFE: the only change is that, as of June 30, 2022, AvH holds shares directly in the listed companies DEME Group (62.12%) and CFE (62.12%), whereas before that date DEME was a 100% participation of the listed company CFE, in which AvH held a 62.12% participation.
Consequently, this partial demerger has no consequences for the reporting of DEME (Group) by full consolidation in the consolidated financial statements of AvH.
Segment 2
Delen Private Bank (equity method 78.75%), Bank Van Breda (full consolidation 78.75%) and FinAx (full consolidation 100%).
Segment 3
Nextensa (full consolidation 58.53%)
On May 18, 2022, AvH announced an agreement on the sale to AG of its interest in Anima. This transaction was closed in the first half of July 2022. As a result, Anima's contribution relating to the first half of 2022 is reported in the consolidated income statement under "Profit from discontinued operations". As at 30 June, 2022, the assets and liabilities of Anima in the consolidated balance sheet were summarised in one item under "Assets/liabilities held for sale" and were derecognised in the second half of the year.
Segment 4
SIPEF (equity method 36.81%), Verdant Bioscience (equity method 42%), AvH India Resources (full consolidation 100%) and Sagar Cements (equity method 19.64%).
In 2022, AvH increased its participation in SIPEF from 35.13% to 36.81%, without this having an impact on the way in which this participation is reported in the consolidated financial statements.
The same applies to the participation in Sagar Cements, which was diluted from 21.85% at year-end 2021 to 19.64% in the first half year as a result of a capital increase of Sagar Cements that was fully subscribed by a new shareholder.
AvH India Resources holds no other participations than in Sagar Cements.
Early February 2023, after a successful collaboration of more than 30 years, AvH sold its 50% participation in Telemond to the German family Maas, its long-term partner. This sale earned AvH a cash revenue of 55 million euros and a capital gain of 19 million euros. Consequently, Telemond was reclassified to "Assets held for sale" as of December 31, 2022.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine | Private | Real Estate & | Energy & | AvH & | Eliminations | ||
| Engineering & Contracting |
Banking | Senior Care | Resources | Growth Capital |
between segments |
Total 2022 | |
| Revenue | 3,965,083 | 217,522 | 145,138 | 25 | 75,704 | -2,053 | 4,401,419 |
| Rendering of services | 0 | 0 | 0 | 0 | 2,008 | -1,966 | 42 |
| Real estate revenue | 85,392 | 0 | 135,999 | 0 | 0 | 221,392 | |
| Interest income - banking activities | 0 | 115,243 | 0 | 0 | 0 | 115,243 | |
| Fees and commissions - banking activities | 0 | 100,051 | 0 | 0 | 0 | 100,051 | |
| Revenue from construction contracts | 3,793,646 | 0 | 0 | 0 | 71,330 | -87 | 3,864,890 |
| Other operating revenue | 86,044 | 2,229 | 9,139 | 25 | 2,366 | 0 | 99,802 |
| Operating expenses (-) | -3,780,641 | -124,820 | -98,500 | -106 | -106,152 | 2,123 | -4,108,096 |
| Raw materials, consumables, services and subcontracted work (-) | -2,690,244 | -27,755 | -81,129 | -106 | -52,260 | 2,123 | -2,849,372 |
| Interest expenses Bank J.Van Breda & C° (-) | 0 | -20,047 | 0 | 0 | 0 | -20,047 | |
| Employee expenses (-) | -712,607 | -58,161 | -9,204 | 0 | -40,310 | -820,282 | |
| Depreciation (-) | -346,405 | -7,116 | -1,140 | 0 | -4,923 | -359,585 | |
| Impairment losses (-) | 2,388 | -925 | -409 | 0 | 0 | 1,053 | |
| Other operating expenses (-) | -29,818 | -13,693 | -7,170 | 0 | -774 | 0 | -51,455 |
| Provisions | -3,955 | 2,878 | 552 | 0 | -7,884 | -8,408 | |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
0 | 0 | -24,017 | 0 | 7,164 | 0 | -16,854 |
| Financial assets - Fair value through P/L (FVPL) | 0 | 0 | -12,397 | 0 | 7,164 | -5,234 | |
| Investment property | 0 | 0 | -11,620 | 0 | 0 | -11,620 | |
| Profit (loss) on disposal of assets | 19,181 | -2,559 | 28,346 | 0 | 334,433 | 0 | 379,402 |
| Realised gain (loss) on intangible and tangible assets | 9,433 | 0 | 0 | 0 | 59 | 9,491 | |
| Realised gain (loss) on investment property | 0 | 0 | 28,346 | 0 | 0 | 28,346 | |
| Realised gain (loss) on financial fixed assets | 9,749 | 0 | 0 | 0 | 334,117 | 343,866 | |
| Realised gain (loss) on other assets | 0 | -2,559 | 0 | 0 | 257 | -2,301 | |
| Profit (loss) from operating activities | 203,623 | 90,144 | 50,966 | -81 | 311,149 | 70 | 655,871 |
| Financial result | -31,909 | -1,578 | 19,226 | 10 | 4,165 | -70 | -10,156 |
| Interest income | 12,302 | 17 | 3,392 | 0 | 3,345 | -1,436 | 17,619 |
| Interest expenses (-) | -25,914 | 0 | -12,233 | 0 | -653 | 1,436 | -37,365 |
| (Un)realised foreign currency results | -9,947 | 0 | 0 | 11 | 716 | -9,219 | |
| Other financial income (expenses) | -8,350 | 218 | 331 | 0 | 757 | -70 | -7,114 |
| Derivative financial instruments designated at fair value through profit and loss |
0 | -1,814 | 27,737 | 0 | 0 | 25,923 | |
| Share of profit (loss) from equity accounted investments | 25,430 | 126,491 | 17,417 | 35,464 | 39,072 | 243,874 | |
| Other non-operating income | 0 | 0 | 0 | 0 | 0 | 0 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) before tax | 197,144 | 215,056 | 87,610 | 35,393 | 354,386 | 0 | 889,590 |
| Income taxes | -44,236 | -21,723 | -15,621 | -50 | -449 | 0 | -82,078 |
| Deferred taxes | 12,349 | 503 | -9,548 | 0 | -54 | 3,250 | |
| Current taxes | -56,585 | -22,226 | -6,073 | -50 | -394 | -85,328 | |
| Profit (loss) after tax from continuing operations | 152,908 | 193,334 | 71,989 | 35,343 | 353,937 | 0 | 807,512 |
| Profit (loss) after tax from discontinued operations | 0 | 0 | 3,050 | 0 | 0 | 3,050 | |
| Profit (loss) of the period | 152,908 | 193,334 | 75,040 | 35,343 | 353,937 | 0 | 810,562 |
| Minority interests | 58,343 | 13,199 | 29,702 | 1,020 | -357 | 101,907 | |
| Share of the group | 94,565 | 180,135 | 45,338 | 34,323 | 354,295 | 708,655 | |
AvH realised a net profit of 708.7 million euros (share of the group) over 2022. This record result is due to the strong results of all divisions of the AvH group and to the capital gains that were realised on the disposal of the participations in Anima and Manuchar.
The sale of Manuchar was realised on June 30, 2022 and that of Anima was closed in July 2022. Since the participation in Manuchar had already been reported as "Assets held for sale" in the 2021 financial statements, the contribution of Manuchar to the results of 2022 consists entirely of the capital gain of 97.2 million euros that was realised on the sale. The sale of Anima, however, took place in the second half of the year. Consequently, Anima's results for the first half of 2022 were still reported in the results at June 30, yet reclassified to "Profit from discontinued operations" In the second half of the year, a capital gain of 236.9 million euros on this exit was recognised in the group result. For the structure of the consolidated income statement, this means that in 2022 Nextensa is the only fully consolidated participation in the "Real Estate & Senior Care" segment. However, Anima is still fully reported in the comparative figures of 2021. The other changes in the consolidation scope have only a limited impact on the comparability of the 2022 consolidated income statement with that of the previous year.
Despite the derecognition of Anima's revenue in 2022 (2021: 106.1 million euros), the revenues nevertheless increased by 89.0 million euros to 4,401.4 million euros. This increase reflects the higher turnover at DEME, CFE and Rent-A-Port, as well as the higher interest and commission income at Bank Van Breda. The decreased revenue in "AvH & Growth Capital" is primarily explained by the decrease of the turnover at Agidens by 15.1 million euros.
In order to realise that higher revenue, the operating expenses increased as well by 84.1 million euros, of which 168.2 million euros in "Marine Engineering & Contracting" and 2.4 million euros in "Private Banking" respectively. The deconsolidation of Anima resulted in the elimination of 96.9 million euros operating expenses, while the lower turnover at Agidens led to a decrease of operating expenses by 12.8 million euros.
Throughout the whole AvH group, companies were confronted in 2022 with rising costs of raw materials, labour, energy and other services. DEME's investments in its fleet resulted in a higher depreciation cost. In 2022, an amount of 1 million euros was reversed on impairment losses, as opposed to a cost of 45.8 million euros in 2021.
Following the conclusion of an agreement, Bank Van Breda was able to reverse 2.9 million euros of the provision it had constituted in previous years. The operating expenses in "AvH & Growth Capital", on the other hand, included in 2022 a cost of 7.7 million euros to constitute a provision for liabilities and charges which AvH might be asked to draw upon in the context of warranties and representations given.
Assets/liabilities designated at fair value made, on balance, a negative contribution of 16.9 million euros to the results in 2022. In "Real Estate & Senior Care", the value of the Retail Estates shares at Nextensa was decreased by 12.7 million euros in accordance with the evolution of the share price during 2022, while a negative fair value adjustment of 11.6 million euros was recorded on the real estate portfolio based on external valuations. In "AvH & Growth Capital", the revaluation at fair value of AvH's investment portfolio resulted in a negative value adjustment of 6.6 million euros, while an upward value adjustment of 13.8 million euros was recognised on the non-consolidated participations of AvH Growth Capital.
As was already indicated above, capital gains made a substantial contribution to the group results in 2022. The disposal of the participations in Manuchar and Anima generated capital gains of 334.1 million euros in "AvH & Growth Capital". The sale by Nextensa of the Crescent, Monnet and Titanium buildings earned Nextensa a total capital gain of 28.3 million euros. DEME realised a capital gain of 7.3 million euros on the disposal of fixed assets (including the 'Thor'), and CFE 2.1 million euros. In CFE's real estate development activity, the Wooden project, in which CFE held a participating interest, was successfully sold.
As was also the case in previous years, the equity-accounted investments made a substantial contribution to the group profit. In 2022, this contribution amounted to 243.9 million euros (2021: 255.2 million euros, including a contribution from Manuchar). This profit from equity-accounted investments comprises a.o. the share of the AvH group in the net profit of Delen Private Bank, SIPEF, Verdant Bioscience, Sagar Cements and several "AvH & Growth Capital" participations. The full overview of this item is presented in Note 2. Jointly controlled subsidiaries and Note 3. Associated participating interests.
The general increase in interest rates did not lead to a significant increase of the interest expenses in 2022, although it had a positive impact on the fair value of hedging instruments at Nextensa. In 2022, foreign currency results had a negative impact of 9.2 million euros (primarily at DEME) on the group results, whereas in 2021 they still had a positive overall impact of 7.1 million euros.
The income taxes increased slightly to 82.1 million euros relative to last year. In the assessment of this figure in relation to the profit before tax, at least the following should be taken into account:
If the total tax expense of 82.1 million euros is compared with just the pre-tax profit after adjustment for the above elements, the tax rate would be 27.2%
| Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | |||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2022 | |
| I. Non-current assets | 3,631,135 | 6,119,539 | 1,465,500 | 341,798 | 445,377 | -34,840 | 11,968,509 |
| Intangible assets | 115,515 | 396 | 1,118 | 0 | 620 | 117,649 | |
| Goodwill | 173,980 | 134,247 | 0 | 0 | 11,727 | 319,953 | |
| Tangible assets | 2,632,211 | 53,009 | 6,719 | 0 | 28,769 | 2,720,708 | |
| Land and buildings | 181,802 | 45,625 | 0 | 0 | 19,355 | 246,782 | |
| Plant, machinery and equipment | 2,176,503 | 1,720 | 1,698 | 0 | 3,266 | 2,183,188 | |
| Furniture and vehicles | 38,826 | 5,014 | 730 | 0 | 4,726 | 49,296 | |
| Other tangible assets | 4,116 | 449 | 4,291 | 0 | 454 | 9,310 | |
| Assets under construction | 230,964 | 200 | 0 | 0 | 968 | 232,132 | |
| Investment property | 0 | 0 | 1,278,716 | 0 | 0 | 1,278,716 | |
| Participations accounted for using the equity method | 362,398 | 849,394 | 52,946 | 341,798 | 238,701 | 1,845,237 | |
| Non-current financial assets | 175,440 | 2,579 | 91,692 | 0 | 163,331 | -34,840 | 398,203 |
| Financial assets : shares - Fair value through P/L (FVPL) | 5,036 | 0 | 83,782 | 0 | 119,510 | 208,328 | |
| Receivables and warranties | 170,404 | 2,579 | 7,910 | 0 | 43,821 | -34,840 | 189,875 |
| Non-current hedging instruments | 40,076 | 86,120 | 32,715 | 0 | 0 | 158,911 | |
| Deferred tax assets | 131,515 | 19,492 | 1,592 | 0 | 2,230 | 154,829 | |
| Banks - receivables from credit institutions and clients after one year |
0 | 4,974,302 | 0 | 0 | 0 | 4,974,302 | |
| Banks - loans and receivables to clients | 0 | 4,974,302 | 0 | 0 | 0 | 4,974,302 | |
| Banks - changes in fair value of the hedged credit portfolio | 0 | 0 | 0 | 0 | 0 | 0 | |
| II. Current assets | 2,344,767 | 2,517,309 | 294,878 | 711 | 490,204 | -2,365 | 5,645,503 |
| Inventories | 290,062 | 0 | 98,257 | 0 | 1,392 | 389,711 | |
| Amounts due from customers under construction contracts | 445,465 | 0 | 83,186 | 0 | 3,638 | 532,289 | |
| Investments | 2 | 503,171 | 0 | 0 | 41,325 | 544,498 | |
| Financial assets : shares - Fair value through P/L (FVPL) | 2 | 0 | 0 | 0 | 41,325 | 41,328 | |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 0 | 502,908 | 0 | 0 | 0 | 502,908 | |
| Financial assets : shares - Fair value through OCI (FVOCI) | 0 | 263 | 0 | 0 | 0 | 263 | |
| Financial assets - at amortised cost | 0 | 0 | 0 | 0 | 0 | 0 | |
| Current hedging instruments | 22,228 | 2,131 | 0 | 0 | 0 | 24,359 | |
| Amounts receivable within one year Trade debtors |
739,242 683,217 |
11,279 48 |
68,220 15,371 |
68 0 |
29,538 21,841 |
-1,262 -1,262 |
847,085 719,214 |
| Other receivables | 56,026 | 11,231 | 52,849 | 68 | 7,698 | 0 | 127,871 |
| Current tax receivables | 25,548 | 0 | 11,333 | 0 | 499 | 37,379 | |
| Banks - receivables from credit | 0 | 1,965,939 | 0 | 0 | 0 | 1,965,939 | |
| institutions and clients within one year Banks - loans and advances to banks |
0 | 110,836 | 0 | 0 | 0 | 110,836 | |
| Banks - loans and receivables to clients | 0 | 1,214,188 | 0 | 0 | 0 | 1,214,188 | |
| Banks - changes in fair value of the hedged credit portfolio | 0 | 0 | 0 | 0 | 0 | 0 | |
| Banks - cash balances with central banks | 0 | 640,916 | 0 | 0 | 0 | 640,916 | |
| Cash and cash equivalents | 693,990 | 24,515 | 31,106 | 642 | 410,718 | 1,160,972 | |
| Deferred charges, accrued income and other current assets | 128,230 | 10,274 | 2,774 | 0 | 3,094 | -1,103 | 143,270 |
| III. Assets held for sale | 31,997 | 0 | 0 | 0 | 30,507 | 62,504 |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Segment information - pro forma turnover | Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2022 |
| Turnover EU member states | 2,793,622 | 538,551 | 135,999 | 56,860 | 730,256 | -1,966 | 4,253,323 |
| Other European countries | 363,593 | 78,461 | 0 | 34,582 | 63,182 | 539,818 | |
| Rest of the world | 722,758 | 0 | 0 | 146,138 | 13,327 | 882,223 | |
| Total | 3,879,973 | 617,012 | 135,999 | 237,580 | 806,766 | -1,966 | 5,675,363 |
The pro forma turnover comprises the turnover of all participations held by the AvH group, and therefore deviates from the turnover as reported in the legal IFRS consolidation drawn up on the basis of the consolidation scope reported in Note 2 and 3. In this pro forma presentation, all exclusive control interests are incorporated in full and the other interests proportionally.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine | Private | Real Estate & | Energy & | AvH & | Eliminations | ||
| Engineering & Contracting |
Banking | Senior Care | Resources | Growth Capital |
between segments |
Total 2022 | |
| I. Total equity | 2,275,511 | 1,639,351 | 841,492 | 342,495 | 903,607 | 6,002,456 | |
| Shareholders' equity - group share | 1,414,303 | 1,497,979 | 482,890 | 342,495 | 895,966 | 4,633,633 | |
| Issued capital | 0 | 0 | 0 | 0 | 113,907 | 113,907 | |
| Share capital | 0 | 0 | 0 | 0 | 2,295 | 2,295 | |
| Share premium | 0 | 0 | 0 | 0 | 111,612 | 111,612 | |
| Consolidated reserves | 1,388,917 | 1,533,242 | 479,175 | 317,111 | 829,477 | 4,547,922 | |
| Revaluation reserves | 25,386 | -35,263 | 3,715 | 25,383 | -6,821 | 12,401 | |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 0 | -32,964 | 0 | 0 | 0 | -32,964 | |
| Financial assets : shares - Fair value through OCI (FVOCI) | 0 | 129 | 0 | 0 | 0 | 129 | |
| Hedging reserves | 56,043 | 0 | 3,549 | 342 | 4 | 59,938 | |
| Actuarial gains (losses) defined benefit pension plans | -22,531 | -3,866 | 0 | -1,571 | 4,593 | -23,375 | |
| Translation differences | -8,127 | 1,438 | 166 | 26,612 | -11,417 | 8,673 | |
| Treasury shares (-) | 0 | 0 | 0 | 0 | -40,597 | -40,597 | |
| Minority interests | 861,208 | 141,372 | 358,602 | 0 | 7,641 | 1,368,824 | |
| II. Non-current liabilities | 1,337,753 | 896,493 | 693,493 | 0 | 23,242 | -34,840 | 2,916,141 |
| Provisions | 77,330 | 4,471 | 1,822 | 0 | 11,413 | 95,036 | |
| Pension liabilities | 69,049 | 7,485 | 0 | 0 | 421 | 76,955 | |
| Deferred tax liabilities | 94,174 | 0 | 56,716 | 0 | 745 | 151,635 | |
| Financial debts | 1,016,861 | 4,854 | 634,932 | 0 | 10,026 | -34,840 | 1,631,833 |
| Bank loans | 834,277 | 0 | 491,538 | 0 | 7,360 | 1,333,174 | |
| Bonds | 0 | 0 | 139,348 | 0 | 0 | 139,348 | |
| Subordinated loans | 677 | 0 | 0 | 0 | 0 | 677 | |
| Lease debts | 102,413 | 4,854 | 2,247 | 0 | 2,666 | 112,180 | |
| Other financial debts | 79,494 | 0 | 1,800 | 0 | 0 | -34,840 | 46,453 |
| Non-current hedging instruments | 53,661 | 208 | 23 | 0 | 0 | 53,892 | |
| Other amounts payable | 26,678 | 14,405 | 0 | 0 | 638 | 41,721 | |
| Banks - debts to credit institutions, clients & securities | 0 | 865,069 | 0 | 0 | 0 | 865,069 | |
| Banks - deposits from credit institutions | 0 | 0 | 0 | 0 | 0 | 0 | |
| Banks - deposits from clients | 0 | 736,385 | 0 | 0 | 0 | 736,385 | |
| Banks - debt certificates including bonds | 0 | 40,003 | 0 | 0 | 0 | 40,003 | |
| Banks - changes in fair value of the hedged credit portfolio | 0 | 88,681 | 0 | 0 | 0 | 88,681 | |
| III. Current liabilities | |||||||
| Provisions | 2,394,634 | 6,101,004 | 225,393 | 14 | 39,239 | -2,365 | 8,757,920 |
| Pension liabilities | 33,536 0 |
22 248 |
1,158 0 |
0 0 |
516 0 |
35,232 248 |
|
| Financial debts | 278,640 | 2,613 | 117,668 | 0 | 3,735 | 0 | 402,656 |
| Bank loans | 234,133 | 0 | 44,500 | 0 | 2,078 | 280,710 | |
| Bonds | 0 | 0 | 0 | 0 | 0 | 0 | |
| Subordinated loans | 0 | 0 | 0 | 0 | 0 | 0 | |
| Lease debts | 35,507 | 2,613 | 0 | 0 | 1,658 | 39,778 | |
| Other financial debts | 9,000 | 0 | 73,168 | 0 | 0 | 0 | 82,168 |
| Current hedging instruments | 31,702 | 191 | 0 | 0 | 0 | 31,893 | |
| Amounts due to customers under construction contracts | 516,780 | 0 | 0 | 0 | 9,569 | 526,349 | |
| Other amounts payable within one year | 1,419,762 | 32,313 | 54,951 | 11 | 24,003 | -1,262 | 1,529,778 |
| Trade payables | 1,093,327 | 55 | 34,841 | 11 | 9,269 | -1,262 | 1,136,241 |
| Advances received | 72,539 | 0 | 0 | 0 | 0 | 72,539 | |
| Amounts payable regarding remuneration and social security | 176,460 | 15,824 | 5,540 | 0 | 12,784 | 210,608 | |
| Other amounts payable | 77,437 | 16,434 | 14,570 | 0 | 1,950 | 110,391 | |
| Current tax payables | 82,847 | 0 | 14,771 | 3 | 510 | 98,131 | |
| Banks - debts to credit institutions, clients & securities | 0 | 6,059,308 | 0 | 0 | 0 | 6,059,308 | |
| Banks - deposits from credit institutions | 0 | 116,379 | 0 | 0 | 0 | 116,379 | |
| Banks - deposits from clients | 0 | 5,817,110 | 0 | 0 | 0 | 5,817,110 | |
| Banks - debt certificates including bonds | 0 | 124,766 | 0 | 0 | 0 | 124,766 | |
| Banks - changes in fair value of the hedged credit portfolio | 0 | 1,052 | 0 | 0 | 0 | 1,052 | |
| Accrued charges and deferred income | 31,367 | 6,310 | 36,846 | 0 | 906 | -1,103 | 74,326 |
| IV. Liabilities held for sale | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total equity and liabilities | 6,007,899 | 8,636,848 | 1,760,377 | 342,509 | 966,089 | -37,205 | 17,676,517 |
The consolidated balance sheet total of AvH increased further in 2022 to 17,677 million euros, an increase by 443 million euros (2.6%). This fairly limited increase is partly explained by the disposal in 2022 of the fully consolidated participation in Anima. In the balance sheet at year-end 2021, Anima had still contributed 279.5 million euros to the balance sheet total. Naturally, the impact of the disposal of Anima is not confined to just the balance sheet total, but also affects each of the balance sheet items which Anima contributed to.
Notwithstanding a further slight decrease of the contribution of "Private Banking" to the balance sheet total of the AvH group, the full consolidation of Bank Van Breda continues to have a considerable impact on both the size and the composition of the consolidated balance sheet. Due to its specific banking activity, Bank Van Breda has a very large balance sheet total compared to other companies of the AvH group. The full consolidation of Bank Van Breda alone already accounts for a balance sheet 7,657.0 million euros of the balance sheet total. Moreover, Bank Van Breda has a distinct balance sheet structure that is adapted to and structured according to its activities. And although Bank Van Breda is one of the best capitalised institutions in its sector, it clearly has different balance sheet ratios than the other participations of the AvH group.
The decrease of intangible assets and goodwill by 39.6 million euros relative to last year is virtually entirely explained by the disposal of Anima. The goodwill at year-end 2022 consists of goodwill of AvH on DEME, FinAx (Delen Private Bank and Bank Van Breda) and Biolectric, along with the goodwill from the balance sheets of fully consolidated participations.
Tangible assets amounted to 2,720.7 million euros at year-end 2022. As a result of the disposal of Anima, including its substantial real estate assets of residential care centres that had been accumulated over the years, the total tangible assets decreased slightly by 42.1 million euros, despite continuing investments in the fleet of DEME. The tangible assets and assets under construction of DEME, which consist primarily of its fleet, amounted to 2,521.0 million euros at year-end 2022.
The investment property on AvH's balance sheet is all situated in the Nextensa portfolio. Taking into account the 141 million euros "Assets held for sale" at the end of 2021, investment properties decreased in 2022.
The participations accounted for using the equity method comprise the interests in jointly controlled participations or in participations in which no controlling interest is held. In the portfolio of AvH this is the case with a.o. Delen Private Bank, the Rentel and SeaMade offshore wind farms, SIPEF, Sagar Cements and part of the Growth Capital participations. We refer to Note 6 Segment information for a full overview. This item also includes jointly controlled and associated participations held by fully consolidated participations.
Financial assets: shares - fair value through Proft&Loss: this item includes the investment portfolio of "AvH & Subholdings" and the non-consolidated participations, which mainly relate to the investments with a focus on Southeast Asia/India and life sciences in "AvH & Growth Capital". In "Real Estate & Senior Care", this item consists entirely of the 1,351,320 Retail Estates shares owned by Nextensa.
Several participations in the AvH group have a policy to hedge against rising finance costs. As a result of the rising market interest rates in 2022, these hedging instruments have increased in value, both in the long term and the short term.
The growth of the loan portfolio of Bank Van Breda led to an increase by 315 million euros of the receivables after one year to 4,974.3 million euros. The shortterm credit portfolio of Bank Van Breda increased as well, more particularly by 100.3 million euros. The total receivables within one year of Bank Van Breda, however, has decreased as a result of the decrease by 583.7 million euros of cash balances held by Bank Van Breda with central banks.
The increase of inventories and amounts due from customers under construction contracts in "Marine Engineering & Contracting" is explained by the higher level of activity and the evolution of the projects at DEME and CFE. The decrease of inventories in "Real Estate & Senior Care" reflects the lower inventory of development projects at Nextensa, although this is amply offset by a higher figure for projects in progress.
Investments amounted to a total value of 544.5 million euros at year-end 2022. They decreased at Bank Van Breda as well as in AvH's own investment portfolio at AvH & Subholdings, including the impact of negative fair value adjustments.
The largest part of the trade debtors is to be found in "Marine Engineering & Contracting". This is also the segment where the biggest turnover is realised.
The increase of cash and cash equivalents is for the most part situated in "AvH & Subholdings" and is explained by the increasing cash position following the disposal of the participations in Anima and Manuchar. We refer to the cash flow statement for a more detailed overview of the various elements that explain the evolution of the cash position.
At year-end 2022, 62.5 million euros in assets held for sale were recognised. Approximately half of that amount relates to one of DEME's vessels that will probably be sold in the second half of 2023, while the balance represents the carrying amount of AvH's 50% participation in Telemond, which was sold in Q1 2023.
For details of the composition and evolution of the equity, we refer to Note 5 of this report.
The increase of non-current provisions is explained by a.o. the constitution of provisions by AvH of 10.7 million euros for contingent liability as part of warranties and representations provided when disposing of participations, and by provisions for a.o. warranty obligations at DEME and CFE. In the case of DEME, those amounts were included in trade payables in 2021.
The increase of the long-term financial debts is primarily situated in "Marine Engineering & Contracting" and is explained by the uptake by DEME of more debt maturing after one year.
DEME's overall net financial debt position increased by 127.8 million euros in 2022. Both Nextensa and CFE repaid matured bonds in 2022. Other financial debts decreased significantly. This is due primarily to the reduction by DEME, Nextensa and AvH of short-term financial debts issued in the form of commercial paper.
The amounts due to customers under construction contracts increased by 184.5 million euros, an increase that is almost entirely attributable to "Marine Engineering & Contracting", where a similar increase was also noticeable on the assets side of the balance sheet and is explained by the increased level of activity at DEME and CFE.
Despite the increase of short-term deposits by 93.6 million euros from clients of Bank Van Breda, the total short-term debts to banks has decreased, mainly as a result of the reduction of deposits from other banks. In 2022, Bank Van Breda fully repaid the TLTRO facility of 400 million euros.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine | Private | Real Estate & | Energy & | AvH & | Eliminations | ||
| Engineering & Contracting |
Banking | Senior Care | Resources | Growth Capital |
between segments |
Total 2022 | |
| I. Cash and cash equivalents - opening balance | 726,526 | 45,362 | 73,327 | 576 | 37,938 | 0 | 883,730 |
| Profit (loss) from operating activities | 203,623 | 90,144 | 50,966 | -81 | 311,149 | 70 | 655,871 |
| Reclassification 'Profit (loss) on disposal of assets' | -17,569 | 2,559 | -28,346 | 0 | -334,433 | -377,790 | |
| to cash flow from divestments Dividends from participations accounted for |
|||||||
| using the equity method | 24,826 | 80,145 | 0 | 207 | 17,068 | 122,246 | |
| Other non-operating income (expenses) | 0 | 0 | 0 | 0 | 0 | 0 | |
| Income taxes (paid) | -55,636 | -22,226 | -6,073 | -50 | -394 | -84,378 | |
| Non-cash adjustments | |||||||
| Depreciation | 346,405 | 7,116 | 1,140 | 0 | 4,923 | 359,585 | |
| Impairment losses | -2,388 | 965 | 409 | 0 | 0 | -1,014 | |
| Share based payment | 0 | -7,211 | 0 | 0 | 1,377 | -5,834 | |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
0 | 0 | 24,017 | 0 | -7,164 | 16,854 | |
| (Decrease) increase of provisions | 4,597 | -3,406 | -552 | 0 | 7,884 | 8,523 | |
| Other non-cash expenses (income) | 1,084 | -2,109 | -233 | 0 | 307 | -951 | |
| Cash flow | 504,942 | 145,978 | 41,329 | 76 | 717 | 70 | 693,111 |
| Decrease (increase) of working capital | 50,840 | -27,168 | 2,341 | 16 | -1,755 | -750 | 23,524 |
| Decrease (increase) of inventories and construction contracts | -31,884 | 0 | 14,134 | 0 | -1,402 | -19,152 | |
| Decrease (increase) of amounts receivable | -110,092 | -5,612 | 6,178 | 7 | -5,913 | 2,500 | -112,931 |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
0 | 172,598 | 0 | 0 | 0 | 172,598 | |
| Increase (decrease) of liabilities (other than financial debts) | 207,267 | 11,066 | -7,866 | 8 | 6,159 | -3,250 | 213,384 |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) |
0 | -204,306 | 0 | 0 | 0 | -204,306 | |
| Decrease (increase) other | -14,451 | -914 | -10,104 | 0 | -600 | -26,069 | |
| Cash flow from operating activities | 555,782 | 118,810 | 43,670 | 91 | -1,038 | -680 | 716,635 |
| Investments | -568,506 | -284,265 | -44,841 | -10,605 | -65,482 | 19,569 | -954,131 |
| Acquisition of intangible and tangible assets | -505,268 | -3,591 | -2,683 | 0 | -2,989 | -514,530 | |
| Acquisition of investment property | 0 | 0 | -42,157 | 0 | 0 | -42,157 | |
| Acquisition of financial fixed assets (business combinations included) | -24,484 | 0 | 0 | -10,605 | -24,851 | -59,940 | |
| Cash acquired through business combinations | 4,433 | 0 | 0 | 0 | 0 | 4,433 | |
| New loans granted | -43,187 | -529 | 0 | 0 | -22,614 | 19,569 | -46,762 |
| Acquisition of investments | 0 | -280,146 | 0 | 0 | -15,028 | -295,174 | |
| Divestments | 57,968 | 245,544 | 169,036 | 0 | 487,979 | -3,704 | 956,824 |
| Disposal of intangible and tangible assets | 11,609 | 7 | 0 | 0 | 500 | 12,115 | |
| Disposal of investment property | 0 | 0 | 169,036 | 0 | 0 | 169,036 | |
| Disposal of financial fixed assets (business disposals included) | 20,452 | 0 | 0 | 0 | 468,256 | 488,707 | |
| Cash disposed of through business disposals | -541 | 0 | 0 | 0 | 0 | -541 | |
| Reimbursements of loans | 26,449 | 0 | 0 | 0 | 3,710 | -3,704 | 26,455 |
| Disposal of investments | 0 | 245,537 | 0 | 0 | 15,514 | 261,051 | |
| Cash flow from investing activities | -510,538 | -38,722 | 124,195 | -10,605 | 422,497 | 15,865 | 2,693 |
| Financial operations | |||||||
| Dividends received | 0 | 1,545 | 6,217 | 0 | 1,275 | 9,037 | |
| Interest received | 12,302 | 17 | 3,392 | 0 | 3,345 | -1,436 | 17,619 |
| Interest paid | -26,654 | -71 | -12,233 | 0 | -653 | 1,436 | -38,175 |
| Other financial income (costs) | -18,296 | -7 | -7,920 | 10 | -484 | -70 | -26,767 |
| Decrease (increase) of treasury shares - AvH | 0 | 0 | 0 | 0 | -8,550 | -8,550 | |
| Decrease (increase) of treasury shares - affiliates | -11,686 | 0 | -3,974 | 0 | 0 | -15,661 | |
| Increase of financial debts | 523,535 | 0 | 75,888 | 0 | 16,503 | -22,069 | 593,858 |
| (Decrease) of financial debts | -525,140 | -2,895 | -240,542 | 0 | -62,861 | 6,954 | -824,484 |
| (Investments) and divestments in controlling interests | -37,636 | 0 | -6,067 | 0 | -30 | -43,733 | |
| Dividends paid by AvH | 0 | 0 | 0 | 0 | -91,085 | -91,085 | |
| Dividends paid intra group | -4,050 | -94,000 | -14,635 | 0 | 112,685 | 0 | |
| Dividends paid to minority interests | -504 | -5,525 | -10,212 | 0 | 0 | -16,241 | |
| Cash flow from financial activities | -88,129 | -100,935 | -210,087 | 10 | -29,856 | -15,185 | -444,181 |
| II. Net increase (decrease) in cash and cash equivalents | -42,884 | -20,847 | -42,221 | -10,503 | 391,603 | 0 | 275,147 |
| Transfer between segments | 8,203 | 0 | 0 | 10,605 | -18,808 | 0 | |
| Impact of exchange rate changes on cash and cash equivalents | 2,145 | 0 | 0 | -36 | -15 | 2,095 | |
| III. Cash and cash equivalents - ending balance | 693,990 | 24,515 | 31,106 | 642 | 410,718 | 0 | 1,160,972 |
AvH realised an overall increase of its cash over 2022 by 275.1 million euros, a substantial increase compared to the 39.9 million euros during 2021.
As was explained in connection with the income statement, the operating activities of the AvH group generated a consolidated profit of 655.9 million euros, an 84% increase compared to last year. In order to go from the profit from operating activities to cash flow from operating activities, certain items have been reclassified to cash flow from investing activities or cash flow from financial activities, and a number of other adjustments have been made, of which the main ones are explained below:
After those reclassifications and non-cash adjustments, the cash flow amounts to 693.1 million euros. This is a decrease of 27.8 million euros compared to last year.
Despite the higher turnover of the group companies, 23.5 million euros cash was released from working capital, mainly thanks to DEME and CFE. At Bank Van Breda, both the client deposits and the loan portfolio continued to grow. The TLTRO facilities drawn down in previous years were repaid in full during 2022.
The investments of the fully consolidated companies of the AvH group peaked at 954.1 million euros in 2022. This is an increase of 316.6 million euros compared to last year. DEME invested a total of 483.9 million euros in additional tangible assets. This figure for 2022 includes that year's investments in the revolutionary installation vessel 'Orion', the substantial amounts spent on extensive maintenance and repairs to several vessels of the fleet, as well as the amounts spent on the transition of the 'Viking Neptun' and the 'Sea Installer'. The acquisition of investments by Bank Van Breda (280.1 million euros) should be seen in conjunction with the 245.5 million euros from the disposal of those investments. Those transactions are part of the ALM policy of Bank Van Breda. Nextensa invested 42.2 million euros in its real estate portfolio. Also in 2022, Nextensa sold its properties The Crescent (Anderlecht), Monnet (Luxembourg) and Titanium (Luxembourg) for a total sum of 169.0 million euros.
As was already mentioned earlier, AvH realised substantial capital gains on the disposal of its participations in Manuchar and Anima. Both these sales yielded 159.5 million euros and 308.2 million euros in cash respectively. During 2022, AvH invested 10.7 million euros in the increase of its shareholding percentage in SIPEF, 24.9 million euros in the further expansion of its "Growth Capital" portfolio with focus on Life Sciences and India/Southeast Asia, and, like CFE, granted an additional shareholder loan of 19 million euros to Rent-A-Port, enabling it to increase its participation in Infra Asia Investments, the company that coordinates the development of the various industrial zones in Vietnam.
Thanks to the considerable disposals of real estate by Nextensa and of Manuchar/Anima by AvH, the volume of divestments in 2022 is slightly higher (956.8 million euros) than the very substantial investments (954.1 million euros); as a result, the cash flow from investing activities turns out slightly positive, which is fairly unusual for AvH.
The cash flow from financial activities in 2022 was negative at 444.2 million euros. The net interest paid was virtually the same as last year, despite the interest rate increase during the year. As was also pointed out in connection with the income statement, exchange rates ultimately had a negative impact on the results and on the cash flows of 2022.
AvH, Extensa and CFE acquired treasury shares during 2022.
The divestments enabled Nextensa to reduce its financial debt by 164.4 million euros. AvH's divestments led to a net reduction by 46.4 million euros (the commercial paper programme, for instance, was repaid in full). The net increase of the cash position resulting from the divestments is situated in the cash and cash equivalents.
The additional investments in 2022 to the amount of 43.7 million euros in controlling interests includes 37.6 million euros for the acquisition by Rent-A-Port of an additional 32.59% interest in its subsidiary Infra Asia Investments.
AvH paid a dividend of 91.1 million euros to its shareholders, an increase of 13.2 million euros compared to the previous year. Subsidiaries of the group paid 16.2 million euros in dividends to shareholders outside the AvH group (2021: 35.6 million euros). The subsidiaries in question are primarily Bank Van Breda and Nextensa (in 2021 still Leasinvest Real Estate).
| (€ 1,000) | |
|---|---|
| Financial debts at 31-12-2021 | 2,381,618 |
| Movements in the Cashflow statement (Cash flow from financial activities) | |
| Increase of financial debts | 593,858 |
| (Decrease) of financial debts | -824,484 |
| Non-cash movements | |
| - Changes in consolidation scope - acquisitions | -106 |
| - Changes in consolidation scope - divestments | -162,905 |
| - IFRS 16 Leases - tangible assets | 49,675 |
| - IFRS 16 Leases - investment property | -2,155 |
| - Impact of exchange rates | -1,012 |
| - Others | 0 |
| Financial debts at 31-12-2022 | 2,034,489 |
| € Millions | 2022 | 2021 | 2020 | 2019 | 2018 |
|---|---|---|---|---|---|
| Treasury shares | 55.7 | 46.0 | 39.6 | 40.8 | 34.7 |
| Other investments | |||||
| - Portfolio shares | 41.3 | 48.2 | 51.2 | 55.7 | 37.2 |
| - Term deposits | 361.1 | 6.0 | 0.0 | 155.9 | 23.9 |
| Cash | 40.7 | 20.3 | 8.1 | 27.0 | 31.2 |
| Financial debts (commercial paper) | 0.0 | -42.7 | -31.0 | -12.0 | -24.0 |
| Net cash position | 498.7 | 77.7 | 68.0 | 267.4 | 102.9 |
(1) Includes treasury shares, the cash and financial debts to credit institutions and to financial markets of the consolidated subholdings recorded in the segment 'AvH & Growth Capital' and the cash of FinAx/Finaxis. To the extent that the treasury shares are held in portfolio to cover outstanding option obligations, the value of the treasury shares is matched to those obligations.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2021 | |
| Revenue | 3,782,502 | 205,011 | 237,428 | 18 | 89,529 | -2,114 | 4,312,374 |
| Rendering of services | 0 | 0 | 99,193 | 0 | 2,074 | -1,988 | 99,279 |
| Real estate revenue | 106,300 | 0 | 119,195 | 0 | 0 | 225,495 | |
| Interest income - banking activities | 0 | 103,801 | 0 | 0 | 0 | 103,801 | |
| Fees and commissions - banking activities | 0 | 98,566 | 0 | 0 | 0 | 98,566 | |
| Revenue from construction contracts | 3,580,181 | 0 | 0 | 0 | 84,328 | 0 | 3,664,508 |
| Other operating revenue | 96,021 | 2,644 | 19,041 | 18 | 3,128 | -126 | 120,726 |
| Operating expenses (-) | -3,612,459 | -122,400 | -175,942 | -58 | -116,029 | 2,898 | -4,023,991 |
| Raw materials, consumables, services and subcontracted work (-) | -2,518,605 | -24,176 | -80,876 | -58 | -53,125 | 2,898 | -2,673,943 |
| Interest expenses Bank J.Van Breda & C° (-) | 0 | -22,759 | 0 | 0 | 0 | -22,759 | |
| Employee expenses (-) | -697,784 | -57,533 | -75,769 | 0 | -46,604 | -877,690 | |
| Depreciation (-) | -326,558 | -7,220 | -11,967 | 0 | -4,808 | -350,553 | |
| Impairment losses (-) | -36,202 | 2,181 | -793 | 0 | -10,995 | -45,810 | |
| Other operating expenses (-) | -32,884 | -12,483 | -6,810 | 0 | -510 | 0 | -52,687 |
| Provisions | -425 | -409 | 272 | 0 | 13 | -550 | |
| Profit (loss) on assets/liabilities designated at fair value through profit and loss |
0 | 0 | 9,593 | 0 | 24,456 | 0 | 34,048 |
| Financial assets - Fair value through P/L (FVPL) | 0 | 0 | 16,621 | 0 | 24,456 | 41,077 | |
| Investment property | 0 | 0 | -7,029 | 0 | 0 | -7,029 | |
| Profit (loss) on disposal of assets | 26,003 | 492 | 4,984 | 0 | 3,221 | 0 | 34,699 |
| Realised gain (loss) on intangible and tangible assets | 6,071 | 492 | 581 | 0 | 39 | 7,182 | |
| Realised gain (loss) on investment property | 0 | 0 | 4,403 | 0 | 0 | 4,403 | |
| Realised gain (loss) on financial fixed assets | 19,931 | 0 | 0 | 0 | 3,019 | 22,951 | |
| Realised gain (loss) on other assets | 0 | 0 | 0 | 0 | 163 | 163 | |
| Profit (loss) from operating activities | 196,045 | 83,103 | 76,062 | -40 | 1,176 | 784 | 357,130 |
| Financial result | -14,378 | 583 | -9,675 | 7 | 3,037 | -784 | -21,210 |
| Interest income | 8,142 | 16 | 2,493 | 0 | 2,406 | -1,116 | 11,941 |
| Interest expenses (-) | -18,778 | -2 | -15,514 | 0 | -516 | 1,116 | -33,694 |
| (Un)realised foreign currency results | 7,313 | 0 | -87 | 4 | -174 | 7,056 | |
| Other financial income (expenses) | -11,055 | 193 | -2,208 | 4 | 1,320 | -784 | -12,530 |
| Derivative financial instruments designated at fair value through profit and loss |
0 | 376 | 5,642 | 0 | 0 | 6,018 | |
| Share of profit (loss) from equity accounted investments | 23,615 | 131,950 | 20,724 | 30,232 | 48,669 | 255,191 | |
| Other non-operating income | 0 | 0 | 0 | 0 | 548 | 548 | |
| Other non-operating expenses (-) | 0 | 0 | 0 | 0 | 0 | 0 | |
| Profit (loss) before tax | 205,282 | 215,636 | 87,111 | 30,199 | 53,430 | 0 | 591,659 |
| Income taxes | -45,293 | -19,599 | -13,674 | 0 | -884 | 0 | -79,449 |
| Deferred taxes | 13,700 | -1,274 | -7,685 | 0 | 882 | 5,624 | |
| Current taxes | -58,993 | -18,325 | -5,989 | 0 | -1,766 | -85,073 | |
| Profit (loss) after tax from continuing operations | 159,989 | 196,038 | 73,438 | 30,199 | 52,546 | 0 | 512,210 |
| Profit (loss) after tax from discontinued operations | 0 | 0 | 0 | 0 | -150 | -150 | |
| Profit (loss) of the period | 159,989 | 196,038 | 73,438 | 30,199 | 52,396 | 0 | 512,060 |
| Minority interests | 60,943 | 12,936 | 30,744 | 222 | 402 | 105,246 | |
| Share of the group | 99,046 | 183,102 | 42,694 | 29,978 | 51,994 | 406,814 |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2021 | |
| I. Cash and cash equivalents - opening balance | |||||||
| Profit (loss) from operating activities | 778,444 196,045 |
17,670 83,103 |
34,372 76,062 |
370 -40 |
11,552 1,176 |
0 784 |
842,408 357,130 |
| Reclassification 'Profit (loss) on disposal of assets' | -26,003 | -492 | -4,984 | 0 | -3,221 | -34,699 | |
| to cash flow from divestments Dividends from participations accounted for |
|||||||
| using the equity method Other non-operating income (expenses) |
23,474 0 |
78,810 0 |
0 0 |
259 0 |
9,954 548 |
112,496 548 |
|
| Income taxes (paid) | -52,717 | -18,325 | -5,989 | 0 | -1,766 | -78,797 | |
| Non-cash adjustments | |||||||
| Depreciation | 326,558 | 7,220 | 11,967 | 0 | 4,808 | 350,553 | |
| Impairment losses | 36,202 | -2,129 | 793 | 0 | 10,995 | 45,861 | |
| Share based payment | 0 | 4,115 | -339 | 0 | 1,121 | 4,896 | |
| Profit (loss) on assets/liabilities designated at | |||||||
| fair value through profit and loss | 0 | 0 | -9,593 | 0 | -24,456 | -34,048 | |
| (Decrease) increase of provisions | 1,706 | -5,681 | -280 | 0 | -13 | -4,268 | |
| Other non-cash expenses (income) | 562 | 844 | 0 | 0 | -209 | 1,197 | |
| Cash flow | 505,828 | 147,465 | 67,637 | 219 | -1,062 | 784 | 720,871 |
| Decrease (increase) of working capital | -6,250 | 15,046 | 45,427 | -46 | 9,100 | -2,400 | 60,877 |
| Decrease (increase) of inventories and construction contracts | -3,574 | 0 | 16,081 | 0 | 6,288 | 18,796 | |
| Decrease (increase) of amounts receivable | -108,191 | -84,816 | 41,752 | -45 | 7,553 | 81,000 | -62,748 |
| Decrease (increase) of receivables from credit institutions and clients (banks) |
0 | -538,081 | 0 | 0 | 0 | -538,081 | |
| Increase (decrease) of liabilities (other than financial debts) | 109,259 | 85,057 | 2,858 | -1 | -4,697 | -83,400 | 109,076 |
| Increase (decrease) of debts to credit institutions, clients & securities (banks) |
0 | 555,645 | 0 | 0 | 0 | 555,645 | |
| Decrease (increase) other | -3,744 | -2,760 | -15,264 | 0 | -44 | -21,812 | |
| Cash flow from operating activities | 499,577 | 162,511 | 113,065 | 172 | 8,038 | -1,616 | 781,747 |
| Investments | -339,715 | -200,989 | -55,459 | -2,338 | -39,796 | 769 | -637,527 |
| Acquisition of intangible and tangible assets | -299,310 | -4,001 | -13,333 | 0 | -2,374 | -319,018 | |
| Acquisition of investment property | 0 | 0 | -36,479 | 0 | 0 | -36,479 | |
| Acquisition of financial fixed assets (business combinations included) | -22,150 | 0 | -5,881 | -2,338 | -36,154 | -66,523 | |
| Cash acquired through business combinations | 953 | 0 | 235 | 0 | 0 | 1,187 | |
| New loans granted | -19,207 | -419 | 0 | 0 | -1,202 | 769 | -20,059 |
| Acquisition of investments | 0 | -196,569 | 0 | 0 | -66 | -196,635 | |
| Divestments | 53,712 | 157,143 | 28,834 | 0 | 28,192 | -1,676 | 266,205 |
| Disposal of intangible and tangible assets | 31,817 | 963 | 1,848 | 0 | 60 | 34,687 | |
| Disposal of investment property | 0 | 0 | 26,987 | 0 | 0 | 26,987 | |
| Disposal of financial fixed assets (business disposals included) | 8,740 | 426 | 0 | 0 | 19,002 | 28,169 | |
| Cash disposed of through business disposals | -35 | 0 | 0 | 0 | -481 | -517 | |
| Reimbursements of loans | 13,190 | 0 | 0 | 0 | 1,678 | -1,676 | 13,192 |
| Disposal of investments | 0 | 155,753 | 0 | 0 | 7,934 | 163,687 | |
| Cash flow from investing activities | -286,003 | -43,846 | -26,624 | -2,338 | -11,604 | -907 | -371,322 |
| Financial operations | |||||||
| Dividends received | 0 | 1,124 | 6,082 | 0 | 1,234 | 8,441 | |
| Interest received | 8,142 | 16 | 2,493 | 0 | 2,406 | -1,116 | 11,941 |
| Interest paid | -17,498 | -62 | -15,691 | 0 | -516 | 1,116 | -32,651 |
| Other financial income (costs) | -4,181 | -1 | -8,377 | 7 | -7 | -784 | -13,343 |
| Decrease (increase) of treasury shares - AvH | 0 | 0 | 0 | 0 | -3,132 | -3,132 | |
| Decrease (increase) of treasury shares - affiliates | 0 | 0 | 0 | 0 | 0 | 0 | |
| Increase of financial debts | 94,243 | 0 | 111,070 | 0 | 97,268 | -84,150 | 218,432 |
| (Decrease) of financial debts | -326,766 | -5,964 | -112,074 | 0 | -90,485 | 87,457 | -447,831 |
| (Investments) and divestments in controlling interests | 589 | 0 | 0 | 0 | 585 | 1,174 | |
| Dividends paid by AvH | 0 | 0 | 0 | 0 | -77,890 | -77,890 | |
| Dividends paid intra group | -15,721 | -83,600 | -9,336 | 0 | 108,657 | 0 | |
| Dividends paid to minority interests | -11,363 | -2,486 | -21,717 | 0 | -82 | -35,649 | |
| Cash flow from financial activities | -272,554 | -90,973 | -47,551 | 7 | 38,039 | 2,523 | -370,508 |
| II. Net increase (decrease) in cash and cash equivalents Transfer between segments |
-58,979 5,750 |
27,692 0 |
38,890 0 |
-2,159 2,338 |
34,473 -8,088 |
0 | 39,917 0 |
| Impact of exchange rate changes on cash and cash equivalents | 1,311 | 0 | 65 | 27 | 1 | 1,404 | |
| III. Cash and cash equivalents - ending balance | 726,526 | 45,362 | 73,327 | 576 | 37,938 | 0 | 883,730 |
| Marine AvH & Eliminations Private Real Estate & Energy & Engineering Growth between Total 2021 Banking Senior Care Resources & Contracting Capital segments I. Non-current assets 3,306,744 5,659,635 1,678,291 288,169 388,042 -18,976 11,301,905 Intangible assets 116,186 722 32,291 0 192 149,391 Goodwill 174,019 134,247 7,836 0 11,727 327,829 Tangible assets 2,464,061 54,113 214,463 0 30,208 2,762,846 Land and buildings 172,474 44,965 188,134 0 21,011 426,584 Plant, machinery and equipment 1,934,994 1,694 3,742 0 3,780 1,944,209 Furniture and vehicles 40,796 5,199 4,236 0 4,821 55,051 Other tangible assets 212 511 5,827 0 458 7,009 Assets under construction 315,585 1,745 12,524 0 139 329,992 Investment property 0 0 1,267,150 0 0 1,267,150 Participations accounted for using the equity method 267,220 805,182 44,287 288,169 242,338 1,647,196 Non-current financial assets 141,434 2,050 110,470 0 101,058 -18,976 336,038 Financial assets : shares - Fair value through P/L (FVPL) 6,890 0 97,215 0 73,245 177,351 Receivables and warranties 134,544 2,050 13,255 0 27,813 -18,976 158,687 Non-current hedging instruments 613 519 684 0 0 1,816 Deferred tax assets 143,210 3,441 1,110 0 2,519 150,279 Banks - receivables from credit 0 4,659,360 0 0 0 4,659,360 institutions and clients after one year Banks - loans and receivables to clients 0 4,634,354 0 0 0 4,634,354 Banks - changes in fair value of the hedged credit portfolio 0 25,007 0 0 0 25,007 II. Current assets 2,167,320 3,068,501 347,088 652 119,244 -2,362 5,700,443 Inventories 261,938 0 113,231 0 1,049 376,218 Amounts due from customers under construction contracts 412,240 0 63,448 0 2,811 478,499 Investments 2 527,792 0 0 48,187 575,982 Financial assets : shares - Fair value through P/L (FVPL) 2 0 0 0 48,187 48,190 Financial assets : bonds - Fair value through OCI (FVOCI) 0 507,529 0 0 0 507,529 Financial assets : shares - Fair value through OCI (FVOCI) 0 259 0 0 0 259 Financial assets - at amortised cost 0 20,005 0 0 0 20,005 Current hedging instruments 4,080 49 0 0 0 4,129 Amounts receivable within one year 655,358 3,771 90,977 76 26,779 -1,919 775,043 Trade debtors 570,349 56 39,665 0 19,810 -1,169 628,710 Other receivables 85,009 3,716 51,312 76 6,970 -750 146,332 Current tax receivables 36,238 1,895 4,111 0 351 42,595 Banks - receivables from credit 0 2,477,238 0 0 0 2,477,238 institutions and clients within one year Banks - loans and advances to banks 0 138,014 0 0 0 138,014 Banks - loans and receivables to clients 0 1,113,898 0 0 0 1,113,898 Banks - changes in fair value of the hedged credit portfolio 0 698 0 0 0 698 Banks - cash balances with central banks 0 1,224,628 0 0 0 1,224,628 Cash and cash equivalents 726,526 45,362 73,327 576 37,938 883,730 Deferred charges, accrued income and other current assets 70,938 12,393 1,993 0 2,129 -443 87,010 III. Assets held for sale 32,456 0 141,259 0 56,963 230,679 Total assets 5,506,520 8,728,136 2,166,638 288,822 564,249 -21,338 17,233,026 |
(€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | |
|---|---|---|---|---|---|---|---|
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Segment information - pro forma turnover | Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2021 |
| Turnover EU member states | 2,370,921 | 522,262 | 218,387 | 51,767 | 633,176 | -1,988 | 3,794,525 |
| Other European countries | 609,197 | 75,724 | 0 | 4,021 | 111,032 | 799,975 | |
| Rest of the world | 706,362 | 107,334 | 611,664 | 1,425,361 | |||
| Total | 3,686,480 | 597,986 | 218,387 | 163,122 | 1,355,872 | -1,988 | 6,019,860 |
The pro forma turnover comprises the turnover of all participations held by the AvH group, and therefore deviates from the turnover as reported in the legal IFRS consolidation drawn up on the basis of the consolidation scope reported in Note 2 and 3. In this pro forma presentation, all exclusive control interests are incorporated in full and the other interests proportionally.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine | Private | Real Estate & | Energy & | AvH & | Eliminations | ||
| Engineering & Contracting |
Banking | Senior Care | Resources | Growth Capital |
between segments |
Total 2021 | |
| I. Total equity | 2,027,218 | 1,592,550 | 852,585 | 288,816 | 473,834 | 5,235,002 | |
| Shareholders' equity - group share | 1,238,409 | 1,450,856 | 513,092 | 288,816 | 466,055 | 3,957,228 | |
| Issued capital | 0 | 0 | 0 | 0 | 113,907 | 113,907 | |
| Share capital | 0 | 0 | 0 | 0 | 2,295 | 2,295 | |
| Share premium | 0 | 0 | 0 | 0 | 111,612 | 111,612 | |
| Consolidated reserves | 1,301,088 | 1,447,897 | 518,993 | 277,807 | 397,232 | 3,943,016 | |
| Revaluation reserves | -62,678 | 2,959 | -5,901 | 11,009 | -11,833 | -66,445 | |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 0 | 1,620 | 0 | 0 | 0 | 1,620 | |
| Financial assets : shares - Fair value through OCI (FVOCI) | 0 | 126 | 0 | 0 | 0 | 126 | |
| Hedging reserves | -24,778 | 0 | -6,080 | -194 | 2 | -31,050 | |
| Actuarial gains (losses) defined benefit pension plans | -26,068 | -1,238 | 0 | -1,469 | 4,317 | -24,458 | |
| Translation differences | -11,832 | 2,451 | 179 | 12,672 | -16,152 | -12,682 | |
| Treasury shares (-) | 0 | 0 | 0 | 0 | -33,251 | -33,251 | |
| Minority interests | 788,808 | 141,694 | 339,494 | 0 | 7,778 | 1,277,774 | |
| II. Non-current liabilities | 1,001,586 | 749,813 | 790,873 | 0 | 14,617 | -18,976 | 2,537,913 |
| Provisions | 36,002 | 6,756 | 1,659 | 0 | 732 | 45,149 | |
| Pension liabilities | 77,183 | 4,224 | 16 | 0 | 316 | 81,739 | |
| Deferred tax liabilities | 101,775 | 0 | 58,982 | 0 | 1,093 | 161,849 | |
| Financial debts | 721,091 | 5,673 | 700,141 | 0 | 11,970 | -18,976 | 1,419,899 |
| Bank loans | 502,059 | 0 | 514,708 | 0 | 8,806 | 1,025,574 | |
| Bonds | 30,612 | 0 | 140,734 | 0 | 0 | 171,345 | |
| Subordinated loans | 61,625 | 0 | 0 | 0 | 0 | 61,625 | |
| Lease debts | 97,729 | 5,673 | 42,948 | 0 | 3,163 | 149,514 | |
| Other financial debts | 29,065 | 0 | 1,751 | 0 | 0 | -18,976 | 11,841 |
| Non-current hedging instruments | 26,868 | 26,452 | 20,714 | 0 | 0 | 74,034 | |
| Other amounts payable | 38,669 | 22,062 | 9,361 | 0 | 507 | 70,598 | |
| Banks - debts to credit institutions, clients & securities | 0 | 684,646 | 0 | 0 | 0 | 684,646 | |
| Banks - deposits from credit institutions | 0 | 0 | 0 | 0 | 0 | 0 | |
| Banks - deposits from clients | 0 | 644,663 | 0 | 0 | 0 | 644,663 | |
| Banks - debt certificates including bonds | 0 | 39,983 | 0 | 0 | 0 | 39,983 | |
| Banks - changes in fair value of the hedged credit portfolio | 0 | 0 | 0 | 0 | 0 | 0 | |
| III. Current liabilities | |||||||
| Provisions | 2,477,716 | 6,385,773 | 523,180 | 6 | 75,799 | -2,362 | 9,460,112 |
| Pension liabilities | 29,789 | 46 | 5,572 | 0 | 262 | 35,670 | |
| Financial debts | 0 529,567 |
298 2,516 |
8 383,659 |
0 0 |
0 46,727 |
-750 | 305 961,720 |
| Bank loans | 367,426 | 0 | 157,362 | 0 | 2,341 | 527,129 | |
| Bonds | 29,899 | 0 | 44,920 | 0 | 0 | 74,819 | |
| Subordinated loans | 33,527 | 0 | 0 | 0 | 0 | 33,527 | |
| Lease debts | 29,646 | 2,516 | 2,393 | 0 | 1,643 | 36,198 | |
| Other financial debts | 69,070 | 0 | 178,983 | 0 | 42,744 | -750 | 290,047 |
| Current hedging instruments | 14,080 | 2,234 | 0 | 0 | 0 | 16,315 | |
| Amounts due to customers under construction contracts | 333,773 | 0 | 0 | 0 | 8,110 | 341,883 | |
| Other amounts payable within one year | 1,451,567 | 21,240 | 73,864 | 2 | 19,185 | -1,169 | 1,564,689 |
| Trade payables | 1,095,776 | 43 | 43,226 | 2 | 7,235 | -1,169 | 1,145,112 |
| Advances received | 101,067 | 0 | 13 | 0 | 0 | 101,080 | |
| Amounts payable regarding remuneration and social security | 183,285 | 12,865 | 13,434 | 0 | 10,501 | 220,085 | |
| Other amounts payable | 71,439 | 8,332 | 17,191 | 0 | 1,449 | 98,411 | |
| Current tax payables | 92,391 | 7 | 15,846 | 3 | 949 | 109,196 | |
| Banks - debts to credit institutions, clients & securities | 0 | 6,354,225 | 0 | 0 | 0 | 6,354,225 | |
| Banks - deposits from credit institutions | 0 | 425,353 | 0 | 0 | 0 | 425,353 | |
| Banks - deposits from clients | 0 | 5,723,461 | 0 | 0 | 0 | 5,723,461 | |
| Banks - debt certificates including bonds | 0 | 205,412 | 0 | 0 | 0 | 205,412 | |
| Banks - changes in fair value of the hedged credit portfolio | 0 | 0 | 0 | 0 | 0 | 0 | |
| Accrued charges and deferred income | 26,549 | 5,206 | 44,231 | 0 | 565 | -443 | 76,108 |
| IV. Liabilities held for sale | 0 | 0 | 0 | 0 | 0 | 0 | |
| Total equity and liabilities | 5,506,520 | 8,728,136 | 2,166,638 | 288,822 | 564,249 | -21,338 | 17,233,026 |
| (€ 1,000) | Development costs |
Concessions, patents & licences |
Goodwill | Software | Other intangible assets |
Advance payments |
Total |
|---|---|---|---|---|---|---|---|
| Movements in intangible assets - financial year 2021 |
|||||||
| Intangible assets, opening balance | 41 | 25,994 | 28,686 | 2,859 | 89,851 | 331 | 147,762 |
| Gross amount | 5,112 | 50,712 | 28,686 | 32,378 | 99,184 | 331 | 216,403 |
| Cumulative depreciation & impairment (-) | -5,071 | -24,718 | 0 | -29,519 | -9,333 | 0 | -68,641 |
| Investments | 65 | 1,696 | 0 | 1,299 | 388 | 326 | 3,775 |
| Additions through business combinations | 0 | 0 | 1,395 | 0 | 54 | 0 | 1,449 |
| Disposals (-) | 0 | 0 | 0 | -8 | 0 | 0 | -7 |
| Disposals through business disposals (-) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Depreciations & Impairments (-) | -30 | -3,296 | -268 | -1,559 | -838 | 0 | -5,989 |
| Foreign currency exchange increase (decrease) | -1 | 2 | 0 | 15 | 308 | 0 | 324 |
| Transfer from (to) other items | 0 | -1,308 | 0 | 0 | 3,391 | 0 | 2,082 |
| Other increase (decrease) | 2 | -3 | 0 | -4 | 0 | 0 | -4 |
| Intangible assets, ending balance | 78 | 23,085 | 29,814 | 2,603 | 93,155 | 657 | 149,391 |
| Gross amount | 5,264 | 49,179 | 29,814 | 26,171 | 103,966 | 657 | 215,051 |
| Cumulative depreciation & impairment (-) | -5,186 | -26,095 | 0 | -23,568 | -10,811 | 0 | -65,660 |
| Movements in intangible assets - financial year 2022 |
|||||||
| Intangible assets, opening balance | 78 | 23,085 | 29,814 | 2,603 | 93,155 | 657 | 149,391 |
| Gross amount | 5,264 | 49,179 | 29,814 | 26,171 | 103,966 | 657 | 215,051 |
| Cumulative depreciation & impairment (-) | -5,186 | -26,095 | 0 | -23,568 | -10,811 | 0 | -65,660 |
| Investments | 2,242 | 594 | 0 | 1,778 | 83 | 146 | 4,843 |
| Additions through business combinations | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Disposals (-) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Disposals through business disposals (-) | 0 | -696 | -29,814 | -222 | -1,212 | 0 | -31,945 |
| Depreciations & Impairments (-) | -108 | -3,451 | 0 | -1,091 | -1,183 | 0 | -5,833 |
| Foreign currency exchange increase (decrease) | 0 | 0 | 0 | 0 | 247 | 0 | 248 |
| Transfer from (to) other items | -37 | 0 | 0 | 110 | 1,411 | -539 | 945 |
| Other increase (decrease) | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Intangible assets, ending balance | 2,175 | 19,532 | 0 | 3,179 | 92,501 | 264 | 117,649 |
| Gross amount | 6,794 | 36,751 | 0 | 26,788 | 102,689 | 264 | 173,285 |
| Cumulative depreciation & impairment (-) | -4,619 | -17,220 | 0 | -23,610 | -10,188 | 0 | -55,636 |
The decrease of intangible assets by 31.7 million euros relative to last year is virtually entirely explained by the disposal of Anima. The other movements mainly relate to investments in licences and software, capitalised development costs (mainly in DEME's Concessions segment) and depreciation cost.
The intangible assets consist of 15.2 million euros of trade names and 69.3 million euros of databases which were reported in the consolidated balance sheet at yearend 2013 following the acquisition of control over DEME. These intangible assets are not amortised (indefinite life) and are included in the annual impairment test performed on the goodwill following the acquisition of control over DEME at the end of 2013 (see Note 8. Goodwill).
On the acquisition by DEME in 2020 of the Dutch firm SPT Offshore, part of the value was attributed to the special environmentally friendly suction pile technology which can be used to secure both fixed and floating structures to the seabed, with a net book value of 14.4 million euros and depreciated over the economic life time of 10 years.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Movements in goodwill | ||
| Goodwill, opening balance | 327,829 | 325,937 |
| Gross amount - fully consolidated participations | 351,785 | 349,582 |
| Cumulative impairment losses - fully consolidated participations (-) | -23,956 | -23,646 |
| Additions through business combinations | 0 | 2,203 |
| Disposals through business disposals (-) | -7,404 | 0 |
| Impairments through profit and loss (-) | -432 | -311 |
| Other increase (decrease) | -39 | 0 |
| Goodwill, ending balance | 319,953 | 327,829 |
| Gross amount - fully consolidated participations | 341,531 | 351,785 |
| Cumulative impairment losses - fully consolidated participations (-) | -21,578 | -23,956 |
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Goodwill per segment | ||
| Marine Engineering & Contracting | 173,980 | 174,019 |
| Goodwill of AvH on DEME | 140,764 | 140,764 |
| Goodwill of DEME on its subsidiaries | 13,028 | 13,028 |
| Goodwill of CFE on its subsidiaries | 23,723 | 23,763 |
| Intercompany eliminations | -3,536 | -3,536 |
| Private Banking | 134,247 | 134,247 |
| Goodwill of AvH on FinAx | 134,247 | 134,247 |
| Real Estate & Senior Care | 0 | 7,836 |
| Goodwill of AvH on Nextensa | 0 | 432 |
| Goodwill of Anima on its subsidiaries | 0 | 7,404 |
| Energy & Resources | 0 | 0 |
| AvH & Growth Capital | 11,727 | 11,727 |
| Goodwill of Biolectric Group on its subsidiaries | 11,727 | 11,727 |
| Total | 319,953 | 327,829 |
| (€ 1,000) | Goodwill 2022 | Goodwill 2021 |
|---|---|---|
| Goodwill of AvH on DEME | 140,764 | 140,764 |
| Goodwill of AvH on FinAx | 134,247 | 134,247 |
| Goodwill of AvH on Nextensa | 0 | 432 |
The decrease of goodwill by 7.9 million euros relative to last year is virtually entirely explained by the disposal of Anima.
The goodwill is mainly attributable to FinAx, DEME (following the acquisition of control at year-end 2013), Biolectric Group and to the subsidiaries held by DEME and CFE. It should be pointed out that this does not include the goodwill (clients) of 222.8 million euros in the consolidated balance sheet of Delen Private Bank, as Delen Private Bank is recognized according to the equity method. This goodwill mainly results from the acquisition of Capital & Finance in 2007, JM Finn in 2011, and to a limited extent Oyens & Van Eeghen (end of 2015) and Nobel (end of 2019).
AvH subjects the goodwill on its balance sheet to an impairment test in case of impairment indications and at least annually. This means the goodwill that is reported as such in the consolidated balance sheet under the item 'Goodwill', as well as the goodwill that is contained in the item 'Participations accounted for using the equity method'. Each group company of AvH is treated as a distinct cash generating unit (CGU). As part of the impairment test, a fair value is determined for each CGU on the basis of publicly available market valuations (market price of listed companies / recent transactions / broker reports). If after this first step on the basis of a fair value approach it turns out that additional justification is required, a value in use will also be determined from the perspective of AvH based on a discounted cash flow (DCF) model or market multiples. If, after this second step, still no adequate justification can be given for the goodwill in the balance sheet, an 'impairment' will be recognized.
The impairment test at AvH level did not result in any material impairment loss.
| (€ 1,000) | Land and buildings |
Plant, machinery and equipment |
Furniture and vehicles |
Other tangible assets |
Assets under construction & advance payments |
Total 2021 |
|---|---|---|---|---|---|---|
| I. Movements in tangible assets - financial year 2021 |
||||||
| Tangible assets, opening balance | 415,415 | 1,835,423 | 53,525 | 4,736 | 516,454 | 2,825,552 |
| Gross amount | 592,112 | 4,221,775 | 151,275 | 14,993 | 516,454 | 5,496,608 |
| Cumulative depreciation & impairment (-) | -176,696 | -2,386,353 | -97,750 | -10,257 | 0 | -2,671,056 |
| Impact IFRS changes | 0 | 0 | 0 | 0 | 0 | 0 |
| Investments | 48,327 | 153,489 | 29,869 | 1,604 | 139,473 | 372,761 |
| Additions through business combinations | 1,985 | 141 | 52 | 0 | 0 | 2,178 |
| Disposals (-) | -9,021 | -24,508 | -664 | 84 | -348 | -34,457 |
| Disposals through business disposals (-) | 0 | -106 | -803 | -4 | 0 | -913 |
| Depreciation & impairment (-) | -34,055 | -311,057 | -25,340 | -822 | 0 | -371,273 |
| Foreign currency exchange increase (decrease) | 1,266 | 2,504 | 88 | -1 | 404 | 4,262 |
| Transfer from (to) other items | 2,667 | 288,323 | -1,675 | 1,412 | -325,991 | -35,263 |
| Other increase (decrease) | 0 | 0 | 0 | 0 | 0 | 0 |
| Tangible assets, ending balance | 426,584 | 1,944,209 | 55,051 | 7,009 | 329,992 | 2,762,846 |
| Gross amount | 624,902 | 4,504,531 | 158,421 | 18,604 | 329,992 | 5,636,450 |
| Cumulative depreciation & impairment (-) | -198,318 | -2,560,322 | -103,370 | -11,595 | 0 | -2,873,604 |
| II. Other information | ||||||
| Leases | ||||||
| Net carrying amount of tangible assets under lease | 130,674 | 9,919 | 38,696 | 179,290 | ||
| Tangible assets acquired under lease | 31,788 | 4,377 | 23,396 | 59,561 |
| (€ 1,000) | Land and buildings |
Plant, machinery and equipment |
Furniture and vehicles |
Other tangible assets |
Assets under construction & advance payments |
Total 2022 |
|---|---|---|---|---|---|---|
| I. Movements in tangible assets - financial year 2022 |
||||||
| Tangible assets, opening balance | 426,584 | 1,944,209 | 55,051 | 7,009 | 329,992 | 2,762,846 |
| Gross amount | 624,902 | 4,504,531 | 158,421 | 18,604 | 329,992 | 5,636,450 |
| Cumulative depreciation & impairment (-) | -198,318 | -2,560,322 | -103,370 | -11,595 | 0 | -2,873,604 |
| Impact IFRS changes | 0 | 0 | 0 | 0 | 0 | 0 |
| Investments | 41,065 | 178,776 | 23,856 | 1,294 | 324,441 | 569,431 |
| Additions through business combinations | 0 | 0 | 0 | 0 | 0 | 0 |
| Changes in scope | 212 | 0 | 60 | 1 | 0 | 272 |
| Disposals (-) | -4,791 | -3,367 | -1,686 | -6 | -281 | -10,131 |
| Disposals through business disposals (-) | -188,391 | -3,216 | -3,768 | -1,935 | -12,629 | -209,939 |
| Depreciation & impairment (-) | -28,463 | -299,912 | -24,533 | -1,279 | 0 | -354,187 |
| Foreign currency exchange increase (decrease) | -100 | -333 | 55 | 1 | 219 | -158 |
| Transfer from (to) other items | 3,086 | 367,030 | 80 | 4,226 | -409,452 | -35,030 |
| Other increase (decrease) | -2,421 | 0 | 182 | 0 | -158 | -2,397 |
| Tangible assets, ending balance | 246,782 | 2,183,188 | 49,296 | 9,310 | 232,132 | 2,720,708 |
| Gross amount | 410,286 | 4,932,722 | 150,486 | 17,405 | 232,132 | 5,743,032 |
| Cumulative depreciation & impairment (-) | -163,504 | -2,749,534 | -101,191 | -8,095 | 0 | -3,022,324 |
| II. Other information | ||||||
| Leases | ||||||
| Net carrying amount of tangible assets under lease | 92,710 | 17,969 | 37,495 | 148,174 | ||
| Tangible assets acquired under lease | 23,887 | 18,044 | 17,927 | 59,857 |
Tangible assets amounted to 2,720.7 million euros at year-end 2022. Of this figure, DEME accounts for 93%, its main assets being its fleet. In addition, this balance sheet item includes the offices, machinery and vehicle fleets of CFE, Bank Van Breda, Rent-A-Port, Nextensa, Agidens, Biolectric and AvH.
As a result of the disposal of Anima, including its substantial real estate assets of residential care centres that had been accumulated over the years, the total tangible assets decreased slightly by 42.1 million euros, despite continuing investments in the fleet of DEME.
DEME invested a total of 483.9 million euros in additional tangible assets. This figure for 2022 includes that year's investments in the revolutionary installation vessel 'Orion', the substantial amounts spent on extensive maintenance and repairs to several vessels of the fleet, as well as the amounts spent on the transition of the 'Viking Neptun' and the 'Sea Installer'. At December 31, 2022, DEME has commitments for a remaining amount of 192.6 million euros for assets under construction to be completed, mainly for the upgrades to the vessels 'Viking Neptun' and 'Sea Installer', the new fallpipe vessel and some additional adjustments to the 'Orion'.
A vessel within the Offshore Energy segment, with a net carrying amount of 32 million euros, has been reclassified to 'Assets held for sale' (Note 5).
DEME's investments in its fleet resulted in a higher depreciation cost. In 2021 DEME had recognised impairment losses for 25.5 million euros to its cutter suction dredgers 'Al Mahaar' and 'Al Jarraf', following the low anticipated utilization rates. In 2022, impairment losses were limited to 0.4 million euros.
| (€ 1,000) | Leased buildings | Development projects |
Assets held for sale |
Total |
|---|---|---|---|---|
| I. Movement in investment property at fair value - financial year 2021 | ||||
| Investment property, opening balance | 1,369,323 | 44,734 | 199 | 1,414,256 |
| Gross amount | 1,369,323 | 44,734 | 199 | 1,414,256 |
| Investments | 30,578 | 5,902 | 0 | 36,479 |
| Additions through business combinations | 0 | 0 | 0 | 0 |
| Disposals (-) | -22,584 | 0 | -97 | -22,680 |
| Disposals through business disposals (-) | 0 | 0 | 0 | 0 |
| Gains (losses) from fair value adjustments | -4,509 | -2,520 | 0 | -7,029 |
| Transfer from (to) other items | -132,840 | -7,929 | 141,157 | 388 |
| Other increase (decrease) | -13,005 | 0 | 0 | -13,005 |
| Investment property, ending balance | 1,226,963 | 40,187 | 141,259 | 1,408,409 |
| Gross amount | 1,226,963 | 40,187 | 141,259 | 1,408,409 |
| I. Movement in investment property at fair value - financial year 2022 | ||||
| Investment property, opening balance | 1,226,963 | 40,187 | 141,259 | 1,408,409 |
| Gross amount | 1,226,963 | 40,187 | 141,259 | 1,408,409 |
| Investments | 34,870 | 7,264 | 23 | 42,157 |
| Additions through business combinations | 0 | 0 | 0 | 0 |
| Disposals (-) | -1,848 | 0 | -140,691 | -142,538 |
| Disposals through business disposals (-) | 0 | 0 | -490 | -490 |
| Gains (losses) from fair value adjustments | -11,729 | 199 | -91 | -11,620 |
| Transfer from (to) other items | 0 | -17,190 | 0 | -17,190 |
| Other increase (decrease) | 0 | 0 | -11 | -11 |
| Investment property, ending balance Gross amount |
1,248,256 | 30,460 | 0 | 1,278,716 |
| 1,248,256 | 30,460 | 0 | 1,278,716 |
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Key figures | ||
| Rental income | 67,400 | 69,127 |
| Rental yield (%) | 5.30% | 5.20% |
| Occupancy rate (%) | 88.48% | 89.09% |
Nextensa invested 42.2 million euros, of which 11.5 million euros is attributable to investments in several buildings owned on the Tour & Taxis site. The remaining balance of 30.7 million euros mainly relates to the extension of the Knauf shopping centre in Schmiede and the repositioning/renovation of the EBBC business park (Moonar) in Luxemburg.
In 2022, Nextensa sold its properties The Crescent (Anderlecht), Monnet (Luxembourg) and Titanium (Luxembourg) for a total sum of 169.0 million euros. These sales generated a capital gain of 28.3 million euros.
In 2022, the value of the real estate portfolio was adjusted downward by 11.6 million euros based on external valuations, which corresponds to less than 1% of the total fair value.
The average rental yield on the investment property increased from 5.20% at yearend 2021 to 5.30% at year-end 2022.
Nextensa uses the following methods to define the fair value according to IFRS 13:
The fair value is the result of the yield applied on the estimated rental value (capitalisation method or market approach) corrected by the net present value of the difference between the current rent and the estimated rental value at the valuation date, and this, for the period till the next break possibility of the current rental contracts.
The DCF method consists in defining the present value of the future cash flows. The future rental income is estimated on the basis of the existing contractual rents and the real estate market outlook for each building in the following periods. Moreover, the future maintenance costs are also estimated and taken into account. The actualisation rate applied takes into account the risk premium for the object defined by the market. The obtained value is also compared to the market on the basis of the definition of the residual land value.
Buildings to renovate or in the course of renovation, or planned projects are valued based on the value after renovation, under deduction of the amount for the remainder of the work to be carried out, including costs, interests, vacancy and risk premium.
Assets and liabilities valued at fair value after their initial booking can be presented in three levels (1-3):
The investment properties of Nextensa fall under level 3. The valuations at the end of 2022 were carried out by external parties: Cushman & Wakefield, Stadim (Belux) and Oerag (Austria). The table below provides an overview of the valuation techniques applied per asset class.
| Asset class | Fair value 2022 (€ 1,000) |
Fair value 2021 (€ 1,000) |
Valuation technique |
Important input data | 31/12/2022 Min-Max (weighted average) |
31/12/2021 Min-Max (weighted average) |
|---|---|---|---|---|---|---|
| Retail Grand Duchy of Luxembourg & Belgium |
377,629 | 370,170 | Actualization of estimated rental income |
a) Estimated rental value spread b) Average weighted estimated rental value c) Capitalization rate spread d) Weighted average cap. rate e) Remaining duration f) Number m² |
a) [0.34 €/m² - 18.66 € /m²] b) [13.72 € /m²] c) [0.90% - 11.58%] d) [6.51%] e) 3.62 years f) 166 950 m² |
a) [0.34 €/m² - 17.61 € /m²] b) [11.26 € /m²] c) [1.77% - 7.58%] d) [6.61%] e) 2.72 years f) 170 731 m² |
| Retail Austria | 189,581 | 185,369 | DCF (discounted cash flow) |
a) Estimated rental value spread b) Average weighted estimated rental value c) Capitalization rate spread d) Weighted average cap. rate e) Remaining duration f) Number m² |
a) [8.79 €/m² - 15.09 € /m²] b) [12.71 €/m²] c) [3.70% - 6.11%] d) [5.38%] e) 5.21 years f) 69 219 m² |
a) [11.12 €/m² - 13.82 € /m²] b) [12.32 €/m²] c) [5.20% - 5.80%] d) [5.46%] e) 4.49 years f) 69 533 m² |
| Offices Grand Duchy of Luxembourg |
186,660 | 283,280 | Actualization of estimated rental income |
a) Estimated rental value spread b) Average weighted estimated rental value c) Capitalization rate spread d) Weighted average cap. rate e) Remaining duration f) Number m² |
a) [22.57 €/m² - 46.58 € /m²] b) [26.71 €/m²] c) [0.58% - 6.75%] d) [4.74%] e) 1.46 years f) 35 550 m² |
a) [16.52 €/m² - 40.28 € /m²] b) [22.99 €/m²] c) [3.75% - 6.10%] d) [4.91%] e) 2.40 years f) 45 433 m² |
| Offices Belgium | 409,511 | 436,610 | Actualization of estimated rental income |
a) Estimated rental value spread b) Average weighted estimated rental value c) Capitalization rate spread d) Weighted average cap. rate e) Remaining duration f) Number m² |
a) [11.68 €/m² - 25.18 €/m²] b) [17.03 €/m²] c) [3.78% - 8.80%] d) [4.93%] e) 6.68 years f) 112 891 m² |
a) [10.09 €/m² - 27.98 €/m²] b) [12.37 €/m²] c) [3.60% - 8.75%] d) [4.56%] e) 6.76 years f) 132 455 m² |
| Other | 115,335 | 132,490 | DCF (discounted cash flow or net present value of cash-flows at discount rate) |
a) Estimated rental value spread b) Average weighted estimated rental value c) Average discount rate d) Economic life e) Remaining duration f) Number m² |
a) Not applicable b) Not applicable c) Not applicable d) 30 years e) 3.41 years f) 32 629 m² |
a) [2.24 €/m² - 7.30 € /m²] b) [2.24 € /m²] c) 5.02% d) 30 years e) 2.35 years f) 47 057 m² |
| Total | 1,278,716 | 1,407,919 |
Nextensa's investment portfolio was valued at 1.3 billion euros on December 31, 2022 and is divided over Belgium (44%), Luxembourg (41%) and Austria (15%). According to the type of properties, the portfolio comprises 47% offices and 44% retail. The remaining 9% represents 'Other' real estate, such as car parks and real estate for events.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Participations accounted for using the equity method | ||
| Marine Engineering & Contracting | 362,398 | 267,220 |
| Private Banking | 849,394 | 805,182 |
| Real Estate & Senior Care | 52,946 | 44,287 |
| Energy & Resources | 341,798 | 288,169 |
| AvH & Growth Capital | 238,701 | 242,338 |
| Total | 1,845,237 | 1,647,196 |
| (€ 1,000) | Equity value | Goodwill allocated |
Total 2022 | Total 2021 |
|---|---|---|---|---|
| Movements in participations accounted for using the equity method | ||||
| Participations accounted for using the equity method: opening balance | 1,555,045 | 92,151 | 1,647,196 | 1,456,070 |
| Additions | 35,375 | -204 | 35,171 | 25,729 |
| Additions through business combinations | 0 | 0 | 0 | 0 |
| Disposals (-) | -19,389 | 0 | -19,389 | -4,051 |
| Disposals through business disposals (-) | 0 | 0 | 0 | 139 |
| Share of profit (loss) from equity accounted investments | 243,874 | 0 | 243,874 | 255,191 |
| Impairments through profit and loss | 0 | 0 | 0 | 0 |
| Foreign currency exchange increase (decrease) | 11,746 | 0 | 11,746 | 35,118 |
| Impact of dividends distributed by the participations (-) | -122,246 | 0 | -122,246 | -112,497 |
| Transfers (to) from other items | -21,507 | -4,421 | -25,928 | -35,505 |
| Other increase (decrease) | 74,812 | 0 | 74,812 | 27,003 |
| Participations accounted for using the equity method: ending balance | 1,757,711 | 87,526 | 1,845,237 | 1,647,196 |
The participations accounted for using the equity method comprise the interests in jointly controlled participations or in participations in which no controlling interest is held. This is the case amongst others with Delen Private Bank, the offshore wind farms Rentel, SeaMade and C-Power, SIPEF, Sagar Cements, as well as many of the participations in the "Growth Capital" segment of AvH's portfolio. The increase in the 'Participations accounted for using the equity method' by 198.0 million euros is explained by AvH's 243.9 million euros share in the profits of those participations, less the dividends that those participations pay to AvH. Furthermore, in 2021 AvH Growth Capital acquired a new participation in Van Moer Logistics. In view of the announced sale of the participation in Manuchar, which is expected to be completed during the second quarter of 2022, this participation was already reclassified to 'Assets held for sale' at year-end 2021.
During the past year 2022, the group invested 35.2 million euros:
The disposals essentially relate to the sale by CFE and Nextensa of a number of property developments that were held in partnership with other parties. The participation in Manuchar had already been recognised as 'Asset held for sale' in the 2021 financial statements.
As it was also the case in previous years, the equity-accounted investments made a substantial contribution to the group profit. In 2022, this contribution amounted to 243.9 million euros (2021: 255.2 million euros, including a contribution from Manuchar). This profit from equity-accounted investments comprises a.o. the share of the AvH group in the net profit of Delen Private Bank, SIPEF, Verdant Bioscience, Sagar Cements and several "AvH & Growth Capital" participations.
In 2022, the Group received 122.2 million euros worth of dividends from participations accounted for using the equity method. This figure is 9.8 million euros higher than in 2021. Delen Private Bank (80.1 million euros), SIPEF (7.6 million euros) and equity-accounted participations of DEME and CFE made the biggest contributions to this amount of 122.2 million euros.
The 'Transfer (to) from other items' is primarily explained by the reclassification of the Telemond participation to 'Assets held for sale' as a result of the sale of Telemond in the first quarter of 2023.
The 'Other increase (decrease)' item reflects movements in the equity of the participations, with the positive fair value evolution in 2021 as well as in 2022 of the cash flow hedges at the participations of DEME and Green Offshore in the Rentel and SeaMade offshore wind farms, having the greatest impact (25.4 million euros respectively 22.1 million euros). Other movements in the equity of the participations include a.o. the eliminations of results on sales of treasury shares, the impact of the buy-out of minority interests, and the impact of the measurement of the purchase obligation resting on certain shares.
AvH applies the equity method to the jointly controlled subsidiaries Delen Private Bank (78.75%), SIPEF (36.8%), Verdant Bioscience (42%), Amsteldijk Beheer (50%), Turbo's Hoet Groep (50%) and Telemond (50%, reclassed to 'Assets held for sale'). This balance sheet item also comprises the associated interests in Sagar Cements (19.6%), Axe Investments (48.3%), Financière EMG (22.7%), Mediahuis (13.9%), OM Partners (20%) and Van Moer Logistics (21.7%). For a more detailed description of the changes in the scope, see Note 6. Segment information.
Some of the group companies mentioned above are listed on the stock market. If the interests in SIPEF and Sagar Cements were to be valued at the market price at year-end 2022 those companies would represent stock market values of 229.4 million euros and 67.8 million euros respectively. If the stock market value at the end of the year was lower than the consolidated equity method value, other elements were considered in the assessment as to whether an impairment was necessary. This was not the case at the end of 2022.
Indirectly held participations accounted for using the equity method
The full consolidation of CFE, DEME, Rent-A-Port, Green Offshore and Nextensa gives rise to the recognition of their jointly controlled subsidiaries and associated
Both CFE and DEME have set up procedures to limit the risk of their trade receivables. To limit the credit risk, both participations constantly monitor their outstanding trade receivables and adjust their positions if necessary. For the purposes of major foreign contracts, for instance, DEME regularly uses the services of the Credendo Group insofar as the country concerned qualifies for this service and the risk can be covered by credit insurance. A large part of the consolidated turnover is realized through public or semi-public sector customers. The level of counterparty risk is limited by the large number of customers. For large-scale infrastructure contracts, DEME is dependent on the ability of customers to obtain financing and can, if necessary, help to organize project financing. Although the credit risk cannot be ruled out altogether, it is still limited. Moreover, as a worldwide player, DEME is exposed to political risks and negative developments that may manifest themselves at the macroeconomic level.
The credit risk of Rent-A-Port, primarily active in Vietnam, is limited by advances received on the sale of acquired rights over developed sites (industrial zones) and by the monthly invoicing and the wide spread of customers when providing utilities, maintenance and management services in those industrial zones.
For the credit risk regarding the loan portfolio of Bank Van Breda we refer to the credit risk policy as described in Note 14.
participating interests for a total amount of 415,3 million euros, the main interests being those of DEME in C-Power (6.5%), of DEME/Green Offshore in Rentel (18.9% and 12.5% respectively) and in SeaMade (13.2% and 8.75% respectively), of DEME in CDWE Taiwan, Deeprock and GEM/EMW, as well as the real estate and PPP projects set up by CFE and Nextensa together with partners and portrelated partnerships at Rent-A-Port.
Nextensa aims at a good spread both in terms of the number of tenants and the sectors in which these tenants are active in order to limit the risk of bad debts and bankruptcies by tenants. Furthermore, the solvency of the tenants is screened on a regular basis by an external rating agency, and long-term lease agreements are sought to ensure a recurrent rental income flow and increase the duration of the lease agreements. In the real estate development activity an extensive analysis of the related technical, legal and financial risks is made, prior to the signing of a new project.
Agidens manages its debtor risk in accordance with the relevant policy, procedures and checks that have been set out by the group. Outstanding receivables are periodically monitored, and large-scale projects are generally covered by bank or other similar guarantees. The same applies to Biolectric.
In the AvH & Growth Capital segment the group invests for the long term in companies with international growth potential. The diversified character of these investments contributes to a balanced spread of the economic and financial risks. Furthermore, AvH usually finances these investments with shareholders' equity.
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2021 | |
| Financial fixed assets - receivables and warranties | 134,544 | 2,050 | 13,255 | 0 | 27,813 | -18,976 | 158,687 |
| Other receivables | 85,009 | 3,716 | 51,312 | 76 | 6,970 | -750 | 146,332 |
| Trade debtors | 570,349 | 56 | 39,665 | 0 | 19,810 | -1,169 | 628,710 |
| Total (net - accumulated impairments included) | 789,902 | 5,822 | 104,232 | 76 | 54,592 | -20,895 | 933,729 |
| % | 85% | 1% | 11% | 0% | 6% | -2% | 100% |
| not expired | 662,973 | 5,822 | 100,964 | 76 | 51,712 | -20,895 | 800,652 |
| expired < 30 d | 29,707 | 0 | 657 | 0 | 2,121 | 0 | 32,484 |
| expired < 60 d | 19,093 | 0 | 1,838 | 0 | 248 | 0 | 21,179 |
| expired < 120 d | 17,968 | 0 | 674 | 0 | 304 | 0 | 18,945 |
| expired > 120 d | 60,162 | 0 | 100 | 0 | 207 | 0 | 60,469 |
| Total (net - accumulated impairments included) | 789,902 | 5,822 | 104,232 | 76 | 54,592 | -20,895 | 933,729 |
| % | 85% | 1% | 11% | 0% | 6% | -2% | 100% |
| Accumulated impairments | |||||||
| Financial fixed assets - receivables and warranties (impairments) | -4,724 | 0 | 0 | 0 | -10,985 | 0 | -15,709 |
| Other receivables (impairments) | -117 | 0 | -43 | 0 | -1,981 | 0 | -2,140 |
| Trade debtors (impairments) | -41,042 | 0 | -1,905 | 0 | -94 | 0 | -43,041 |
| -45,883 | 0 | -1,948 | 0 | -13,059 | 0 | -60,890 |
| (€ 1,000) | Segment 1 | Segment 2 | Segment 3 | Segment 4 | Segment 5 | ||
|---|---|---|---|---|---|---|---|
| Marine Engineering & Contracting |
Private Banking |
Real Estate & Senior Care |
Energy & Resources |
AvH & Growth Capital |
Eliminations between segments |
Total 2022 | |
| Financial fixed assets - receivables and warranties | 170,404 | 2,579 | 7,910 | 0 | 43,821 | -34,840 | 189,875 |
| Other receivables | 56,026 | 11,231 | 52,849 | 68 | 7,698 | 0 | 127,871 |
| Trade debtors | 683,217 | 48 | 15,371 | 0 | 21,841 | -1,262 | 719,214 |
| Total (net - accumulated impairments included) | 909,646 | 13,858 | 76,131 | 68 | 73,359 | -36,102 | 1,036,960 |
| % | 88% | 1% | 7% | 0% | 7% | -3% | 100% |
| not expired | 721,903 | 13,858 | 73,268 | 68 | 68,541 | -36,102 | 841,536 |
| expired < 30 d | 48,354 | 0 | 650 | 0 | 3,017 | 0 | 52,021 |
| expired < 60 d | 51,388 | 0 | 405 | 0 | 497 | 0 | 52,290 |
| expired < 120 d | 40,792 | 0 | 1,457 | 0 | 438 | 0 | 42,688 |
| expired > 120 d | 47,210 | 0 | 350 | 0 | 866 | 0 | 48,425 |
| Total (net - accumulated impairments included) | 909,646 | 13,858 | 76,131 | 68 | 73,359 | -36,102 | 1,036,960 |
| % | 88% | 1% | 7% | 0% | 7% | -3% | 100% |
| Accumulated impairments | |||||||
| Financial fixed assets - receivables and warranties (impairments) | -5,229 | 0 | 0 | 0 | -10,985 | 0 | -16,213 |
| Other receivables (impairments) | -212 | 0 | 0 | 0 | -1,981 | 0 | -2,192 |
| Trade debtors (impairments) | -36,203 | 0 | -821 | 0 | -50 | 0 | -37,074 |
| -41,644 | 0 | -821 | 0 | -13,016 | 0 | -55,480 |
Overdue receivables in contracting mainly relate to settlements and additional charges, but which still have to be included in the budgets or are to be covered by an overall agreement. CFE and DEME have a number of negotiations and/or procedures pending. Overdue receivables (mostly attributable to DEME) are mainly covered by Credendo. Expected losses on construction contracts are adequately recorded in the balance sheet item 'Construction contracts' (Note 15).
The turnover of Rent-A-Port, primarily active in Vietnam, derives from (i) the sale of acquired rights over developed sites (industrial zones), (ii) the provision of utilities (electricity and water) and (iii) of maintenance and management services in those industrial zones:
• The compensation for the sale of acquired rights over developed sites, usually varying from 40 to 50 years, is largely paid in advance (80% to 100%) by the customers of the Rent-A-Port group. Once the land is delivered to the customer, the risks and rewards of the land use rights are transferred.
• The charges for the provision of utilities, maintenance and management services are invoiced on a monthly basis, and given the wide spread of customers, the credit risk is fairly limited.
We refer to Note 14 for more details regarding the credit risk of Bank Van Breda.
In 2022, no customer accounted for more than 10% of group revenue.
The financial debts, after intercompany elimination, relate to the following segments:
| (€ 1,000) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Financial debt - Financial debt - |
Net financial | Financial debt - | Financial debt - | Net financial | |||
| ST | LT | debt | ST | LT | debt | ||
| Marine Engineering & Contracting | 278,640 | 1,016,861 | 601,511 | 529,567 | 721,091 | 524,132 | |
| Private Banking (IFRS 16 leases) | 2,613 | 4,854 | -17,048 | 2,516 | 5,673 | -37,173 | |
| Real Estate & Senior Care | 117,668 | 634,932 | 721,493 | 383,659 | 700,141 | 1,010,472 | |
| Energy & Resources | 0 | 0 | -642 | 0 | 0 | -576 | |
| AvH & Growth Capital | 3,735 | 10,026 | -396,956 | 46,727 | 11,970 | 20,759 | |
| Intercompany | 0 | -34,840 | -34,840 | -750 | -18,976 | -19,726 | |
| Total | 402,656 | 1,631,833 | 873,517 | 961,720 | 1,419,899 | 1,497,889 |
DEME's liquidity risk is limited by spreading the financing over several banks and by preference over the long term. DEME has major credit and guarantee lines with a whole string of international banks. Certain ratios (covenants) were agreed in the loan agreements with the relevant banks which DEME must observe. This was the case at year end 2022. In addition, it has a commercial paper programme to cover short-term financial needs. DEME predominantly invests in equipment with a long life which is depreciated over several years. For that reason, DEME seeks to schedule a substantial part of its debts over a long term. DEME converted all its long-term financing into sustainability-linked loans in February 2022 (we refer to the sustainability report p. 69 for more details).
CFE finances its construction and real estate development activities with bank loans, medium term notes and commercial paper. During the second quarter of 2022, CFE set up new credit lines that incorporate sustainability criteria. The bond of 30 million euros that matured at year-end 2022 was repaid by BPI, CFE's real estate development subsidiary.
Both DEME and CFE had a substantial cash position (cash and cash equivalents) at year-end 2022.
The Rent-A-Port group is financed primarily by equity, bank and shareholder loans. Infra Asia Investment Hong Kong entered into a new roll-over facility for a total amount of 35 million USD (in addition to the existing 10 million USD), replacing the 29,2 million euros and 1,8 million USD bond loans which were redeemed early per 3 May 2022.
Rent-A-Port increased its stake in IAI by 32.6% to 94% in the first quarter of 2022. Rent-A-Port paid for this transaction at the beginning of July 2022 thanks to additional shareholder loans from AvH and CFE.
Nextensa has the necessary long-term credit facilities and backup lines for its commercial paper to cover present and future investment needs. Those credit facilities and backup lines serve to hedge the financing risk. The liquidity risk is limited by having the financing spread over several financial counterparties and by tapping various sources of funding, as well as by diversifying the expiration dates of the credit facilities.
On November 20, 2019, Nextensa closed a private placement of bonds with sevenyear maturity and a fixed annual coupon of 1.95% for an amount of 100 million euros (with a final maturity on November 28, 2026). Its subsidiary, Extensa Group, had previously closed two private placements for an amount of 45 million euros (fixed interest rate of 3.00% and fully repaid on maturity date June 29, 2022) and of 40 million euros (fixed interest rate 3.38% and maturing on June 5, 2024). The amounts drawn down on the bilateral bank loans were 491.5 million euros in the long term and 44.5 million euros in the short term at year-end 2022.
The financial debts reported by the AvH & Growth Capital segment are entirely attributable to Agidens and Biolectric Group. The debts of Agidens relate to the financing of the main building, the leases of cars and a straight loan regarding working capital management. The financial debts of Biolectric relate to its headquarters, the acquisition loan, its working capital and the biogas installations that remain in ownership of Biolectric so to operate them and to sell the electricity produced to farmers.
Thanks to the divestments realised in 2022 (Manuchar and Anima), the commercial paper programme was fully repaid, and AvH (and subholdings) has a net cash position of 498.7 million euros (see Note 6. Segment information Cash flow statement for more details).
AvH disposes of confirmed credit lines (280 million euros), spread over different banks.
Several fully consolidated companies have agreed on certain ratios (covenants) in their credit agreements and these were respected end on December, 31 2022.
The evolution of the financial debts and the net financial debt position is further explained in Note 19 Financial debts.
| (€ 1,000) | Notional amount 2022 |
Book value 2022 | Notional amount 2021 |
Book value 2021 |
|---|---|---|---|---|
| I. Interest rate hedges | ||||
| Assets | ||||
| Fair value hedges - Bank Van Breda | 870,000 | 88,251 | 40,000 | 568 |
| Cash flow hedges | 1,269,235 | 82,695 | 0 | 0 |
| Hedging instruments that do not meet the requirements of cash flow hedging | 185,000 | 7,732 | 140,000 | 684 |
| Accrued interest | 0 | 0 | ||
| Total | 178,677 | 1,252 | ||
| Liabilities | ||||
| Fair value hedges - Bank Van Breda | 25,000 | -399 | 745,000 | -28,687 |
| Cash flow hedges | 0 | 0 | 930,226 | -20,454 |
| Hedging instruments that do not meet the requirements of cash flow hedging | 15,000 | -23 | 280,000 | -5,599 |
| Accrued interest | 0 | 0 | ||
| Total | -422 | -54,740 | ||
| II. Currency hedges | ||||
| Assets | 198,298 | 2,549 | 183,934 | 2,043 |
| Liabilities | 1,148,935 | -84,188 | 1,354,132 | -35,295 |
| -81,639 | -33,252 | |||
| III. Commodity risks | ||||
| Assets | 2,044 | 2,651 | ||
| Liabilities | -1,175 | -314 | ||
| 869 | 2,337 | |||
| Reconciliation with consolidated balance sheet | Asset side | Asset side | ||
| Non-current hedging instruments | 158,911 | 1,816 | ||
| Current hedging instruments | 24,359 | 4,129 | ||
| 183,270 | 5,945 | |||
| Liability side | Liability side | |||
| Non-current hedging instruments | -53,892 | -74,034 | ||
| Current hedging instruments | -31,893 | -16,315 | ||
| -85,785 | -90,348 |
The interest rate risk within the CFE group is managed according to the type of activity. The Contracting activities are characterized by an excess of cash which partially compensates the real estate commitments. Cash management is mainly centralized through the cash pooling. DEME enters into substantial financing for the acquisition of dredging vessels. DEME uses interest rate swaps to achieve the best possible balance between financing costs and the volatility of the financial results.
The Rent-A-Port group is financed primarily by equity, bank and shareholder loans. Infra Asia Investment Hong Kong entered into a new roll-over facility for a total amount of 35 million USD (in addition to the existing 10 million USD). 50% of the interest rate risk on this credit facility is hedged by a forward interest rate swap.
The hedging policy of Nextensa is to ringfence the interest rate risks for approximately 75% of the financial debt for a period of 4-5 years and approximately 50% for the following 5 years. The hedge ratio for the investment portfolio at year-end 2022 is 74%, compared to 67% at year-end 2021. As of December 31, 2022, the weighted residual maturity of the loan portfolio allocated to the investment property evolved from 2.98 years at year-end 2021 to 2.85 years at year-end 2022. The weighted residual maturity of the hedging products decreased from 3.98 years (year-end 2021) to 3.52 years at year-end 2022.
The financial debts of the AvH & Growth Capital segment entirely consist of the debt entered into by Agidens and Biolectric regarding offices, the car park and the funding of working capital. No interest hedging contracts were outstanding at the 2022 year end.
If Euribor rises by 50 base points this will mean an interest charge increase of 0.9 million euros (CFE), negligible due to almost 100% hedge ratio (DEME), 0.9 million euros (Nextensa), 0.1 million euros (Agidens) and 0.1 million euros (Biolectric). AvH (& subholdings) is debt-free. However, this does not take into account the impact we would observe on the assets.
Given the international character of its business operations and the execution of contracts in foreign currency, DEME is exposed to currency risks. DEME's transactional foreign currency risk arises from commercial flows denominated in currencies other than the euro. However, 79% of DEME's revenues (2021: 62%) related to transactions expressed in euros and, as such, represented the largest portion of DEME's revenues realised. Turnover in foreign currency related to a.o.: US dollar, Singapore dollar, Indian rupee, British pound, Danish krone, Brazilian Real and the Uruguayan peso. DEME's expenses are also predominantly in euro, except for contracts that are carried out in non-euro countries. The residual foreign currency risk is assessed on a case-by-case basis and, if necessary, DEME uses forward-exchange contracts to hedge its residual foreign currency risk on projected net commercial flows denominated in currencies other than the euro.
In the case of CFE, most operations take place within the eurozone; nevertheless, exposure to foreign currency fluctuations (mainly Polish Zloty) is limited as much as possible.
Rent-A-Port primarily operates in Southeast Asia and is essentially exposed to an exchange rate risk relating to the US dollar and the Vietnamese dong. Since the subsidiaries of Rent-A-Port mainly effect purchases and sales in local currencies, the group's exposure to exchange rate fluctuations in commercial transactions is limited in a natural way. The translation of the functional currency (USD) into euros upon consolidation embodies an exchange rate risk.
Nextensa operates in Belgium, Luxembourg and Austria, and is therefore not subject to exchange risks.
The exchange rate risk of Bank Van Breda is limited, as the bank only operates in Belgium and the nature of its clients is such that it does not hold any significant own currency position.
Agidens, with its worldwide operations, has a (limited) exchange rate exposure to the US dollar and Swiss franc, and hedges its currency risk by using the same currency as much as possible for the income and expenses in question (natural hedging). If necessary, a currency swap is concluded with approved and reputable counterparties. Biolectric has a limited GBP exposure through its branch in the United Kingdom The strategy of AvH to look towards emerging markets resulted in investments in Indian rupees (Sagar Cements, the Healthquad I and II Funds and Medikabazaar) and in US Dollar (the Venturi Partners Fund I and Convergent Finance). This risk is not hedged as it concerns long term investments.
The remaining fully consolidated participations are not subject to significant exchange rate risks since they mainly operate in the eurozone.
Various non-fully consolidated participations such as Delen Private Bank, SIPEF and Verdant Bioscience, as well as Turbo's Hoet Groep and others, operate to a significant extent outside the eurozone. This may give rise to greater risks as a result of geopolitical developments or events.
The exchange rate risk in each of these cases is followed up and controlled at the level of the participation itself.
The exchange rate risk at Delen Private Bank is limited to the foreign currency subsidiaries (JM Finn and to a lesser extent Delen Suisse). The net exposure to the British Pound is currently limited as the impact of any exchange rate fluctuation on the JM Finn equity is neutralized by an opposite impact on the liquidity obligation on the remaining 7% minority stake in JM Finn. At SIPEF the majority of the costs are incurred abroad (in Indonesia and Papua New Guinea), whereas sales are realised in USD. This is a structural risk that is not hedged by the company and is therefore considered as a general business risk. Transactional risks are generally limited by short payment terms, and translation differences are limited by making the functional currency and reporting currency the same as much as possible. Turbo's Hoet Groep, finally has developed a significant level of activity in Eastern Europe. Turbo's Hoet Groep realizes its turnover in those markets on the basis of local currency. Although Turbo's Hoet Groep tries to pass on the impact of any depreciations in those local currencies to the final customer, market conditions do not always allow it. Turbo's Hoet Group has subsidiaries in Russia and Belarus that are active in the sale and servicing of trucks. In the course of 2022, THG limited its exposure to those markets.
Some of the main exchange rates that have been used to convert the balance sheets and results of the foreign entities into euro.
| Conversion from foreign currency to Euro | Closing rate | Average rate | Closing rate | Average rate | ||
|---|---|---|---|---|---|---|
| Australian Dollar | 0.6366 | 0.6570 | Polish Zloty | 0.2135 | 0.2139 | |
| British Pound | 1.1303 | 1.1717 | Singapore Dollar | 0.6974 | 0.6876 | |
| Brazilian Real | 0.1768 | 0.1835 | Taiwan Dollar | 0.0306 | 0.0319 | |
| Egyptian Pound | 0.0378 | 0.0498 | US Dollar | 0.9344 | 0.9462 | |
| Danish Krone | 0.1345 | 0.1345 | Vietnamese Dong | 0.00003957 | 0.00004058 | |
| Indian Rupee | 0.0113 | 0.0121 | ||||
| Conversion from foreign currency to Euro | Closing rate | Average rate | Closing rate | Average rate | |
|---|---|---|---|---|---|
| Australian Dollar | 0.6366 | 0.6570 | Polish Zloty | 0.2135 | 0.2139 |
| British Pound | 1.1303 | 1.1717 | Singapore Dollar | 0.6974 | 0.6876 |
| Brazilian Real | 0.1768 | 0.1835 | Taiwan Dollar | 0.0306 | 0.0319 |
| Egyptian Pound | 0.0378 | 0.0498 | US Dollar | 0.9344 | 0.9462 |
| Danish Krone | 0.1345 | 0.1345 | Vietnamese Dong | 0.00003957 | 0.00004058 |
| Indian Rupee | 0.0113 | 0.0121 | |||
The table below gives an overview of the relevant financial instruments used at DEME and to a lesser extent CFE:
| (€ 1,000) | Notional value | ||||||
|---|---|---|---|---|---|---|---|
| USD US Dollar | SGD Singapore Dollar |
PLN Polish Zloty | GBP GB Pound | EGP Egyptian Pound |
Other | Total | |
| Term purchases | 110,362 | 73,464 | 0 | 7,510 | 0 | 6,963 | 198,298 |
| Term sales | 1,100,913 | 0 | 28,375 | 6,104 | 5,670 | 7,873 | 1,148,935 |
| (€ 1,000) | Fair value | ||||||
|---|---|---|---|---|---|---|---|
| USD US Dollar | SGD Singapore Dollar |
PLN Polish Zloty | GBP GB Pound | EGP Egyptian Pound |
Other | Total | |
| Term purchases | 463 | -580 | 0 | -91 | 0 | -12 | -221 |
| Term sales | 81,342 | 0 | 298 | -177 | 369 | -414 | 81,418 |
| Impact of the | Impact of the | |
|---|---|---|
| sensitivity | sensitivity | |
| (€ 1,000) | calculation | calculation |
| depreciation of | appreciation of | |
| 5% of the euro | 5% of the euro | |
| Balance sheet impact (+ is debit / - is credit) | ||
| Non-current interest-bearing debts (+ current portion due in the year) after hedge accounting | 0 | 0 |
| Net short-term financial debts after hedge accounting | 4,309 | -3,899 |
| Outstanding trade receivables & payables | 11,871 | -11,871 |
| Impact of the | Impact of the | |
|---|---|---|
| sensitivity | sensitivity | |
| (€ 1,000) | calculation | calculation |
| depreciation of | appreciation of | |
| 5% of the euro | 5% of the euro | |
| Balance sheet impact (+ is debit / - is credit) | ||
| Non-current interest-bearing debts (+ current portion due in the year) after hedge accounting | 0 | 0 |
| Net short-term financial debts after hedge accounting | 2,593 | -2,346 |
| Outstanding trade receivables & payables | 18,894 | -18,894 |
Commodity risks are also linked to DEME, which hedges against oil price fluctuations by entering into forward contracts.
| (€ 1,000) | Fair value | Book value | |||
|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||
| Financial assets | |||||
| Financial assets : shares - Fair value through P/L (FVPL) | 249,656 | 225,541 | 249,656 | 225,541 | |
| Financial assets : bonds - Fair value through OCI (FVOCI) | 502,908 | 507,529 | 502,908 | 507,529 | |
| Financial assets : shares - Fair value through OCI (FVOCI) | 263 | 259 | 263 | 259 | |
| Financial assets - at amortised cost | 0 | 20,005 | 0 | 20,005 | |
| Receivables and cash | |||||
| Financial fixed assets - receivables and warranties | 189,875 | 158,687 | 189,875 | 158,687 | |
| Other receivables | 127,871 | 146,332 | 127,871 | 146,332 | |
| Trade debtors | 719,214 | 628,710 | 719,214 | 628,710 | |
| Cash and cash equivalents | 1,160,972 | 883,730 | 1,160,972 | 883,730 | |
| Banks - receivables from credit institutions & clients | 6,780,990 | 7,479,264 | 6,940,242 | 7,110,893 | |
| Banks - changes in fair value of the hedged credit portfolio | -89,733 | 25,705 | -89,733 | 25,705 | |
| Hedging instruments | 183,270 | 5,945 | 183,270 | 5,945 |
| (€ 1,000) | Fair value | Book value | |||
|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||
| Financial liabilities | |||||
| Financial liabilities valued at amortised cost | |||||
| Financial debts | |||||
| Bank loans | 1,577,488 | 1,571,727 | 1,613,885 | 1,552,702 | |
| Bonds | 139,348 | 248,960 | 139,348 | 246,164 | |
| Surbordinated loans | 677 | 97,344 | 677 | 95,152 | |
| Lease debts | 151,959 | 185,713 | 151,959 | 185,712 | |
| Other financial debts | 128,621 | 301,887 | 128,621 | 301,887 | |
| Other debts | |||||
| Trade payables | 1,136,241 | 1,145,112 | 1,136,241 | 1,145,112 | |
| Advances received | 72,539 | 101,080 | 72,539 | 101,080 | |
| Amounts payable regarding remuneration and social security | 210,608 | 220,085 | 210,608 | 220,085 | |
| Other amounts payable | 110,391 | 98,411 | 110,391 | 98,411 | |
| Banks - debts to credit institutions, clients & securities | 6,792,663 | 7,059,336 | 6,834,644 | 7,038,871 | |
| Hedging instruments | 85,785 | 90,348 | 85,785 | 90,348 |
'Banks - changes in fair value of the hedged credit portfolio' appear in Bank Van Breda's balance sheet under liabilities when the item shows a negative balance, as was the case at the end of 2022. However, the cumulative fair value adjustments - regardless of the balance - always relate to the hedged customer loans (which are included in asset heading 'Banks - receivables from credit institutions & clients'). The book value of the 'Banks - debts to credit institutions, clients & securities' has been adjusted by 89,733 ('000) euros in the above table for this purpose."
| (€ 1,000) | 2022 | 2021 | ||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 | Level 3 | |
| Financial assets | ||||||
| Financial assets : shares - Fair value through P/L (FVPL) | 152,405 | 97,251 | 173,254 | 52,287 | ||
| Financial assets : bonds - Fair value through OCI (FVOCI) | 502,908 | 507,529 | ||||
| Financial assets : shares - Fair value through OCI (FVOCI) | 263 | 259 | ||||
| Financial assets - at amortised cost | 0 | 20,005 | ||||
| Receivables and cash | ||||||
| Banks - receivables from credit institutions & clients | 751,761 | 6,029,229 | 1,362,479 | 6,116,785 | ||
| Banks - changes in fair value of the hedged credit portfolio | -89,733 | 25,705 | ||||
| Hedging instruments | 183,270 | 5,945 | ||||
| Financial liabilities | ||||||
| Financial debts | ||||||
| Bank loans | 1,577,488 | 1,571,727 | ||||
| Bonds | 139,348 | 29,899 | 219,061 | |||
| Surbordinated loans | 677 | 97,344 | ||||
| Lease debts | 151,959 | 185,713 | ||||
| Banks - debts to credit institutions, clients & securities | 6,792,663 | 7,059,336 | ||||
| Hedging instruments | 85,785 | 90,348 |
The fair values must be classified in three levels according to the valuation hierarchy of IFRS 13, depending on the type of input used for the valuation of financial instruments:
We find the following financial assets and liabilities in level 2:
We find the following financial assets in level 3:
The fair value of the securities in the investment portfolio of the Group is determined on the basis of the listing on the public market (level 1). The same applied to the bond issued by BPI (2021). The bonds issued by Nextensa and Rent-A-Port (2021) are reported under level 2.
The above table gives no fair value information for financial assets and liabilities that are not measured at fair value, such as receivables and warranties, other receivables and payables, trade receivables and trade payables, advance payments, amounts payable regarding remuneration and social security, and cash and cash equivalents, since their carrying amount is a reasonable approximation of their fair value.
| (€ 1,000) | Financial fixed | Investments - | Investments - | Investments - at | Investments - |
|---|---|---|---|---|---|
| assets - FVPL | FVPL | FVOCI | amortised cost | Total | |
| Financial assets : at fair value through OCI or through P/L - financial year 2021 |
|||||
| Financial assets: opening balance at fair value | 131,391 | 51,155 | 475,164 | 20,003 | 546,322 |
| Financial assets - carrying amount (including accumulated fair value adjustments through P/L - FVPL) |
131,391 | 51,155 | 463,025 | 20,003 | 534,183 |
| Financial assets - adjustment to fair value | 11,246 | 11,246 | |||
| Financial assets - accrued interest | 893 | 893 | |||
| Additions | 24,453 | 66 | 88,967 | 107,601 | 196,635 |
| Additions through business combinations | 0 | 0 | 0 | 0 | 0 |
| Actuarial return | 0 | -1,108 | -100 | -1,208 | |
| Disposals (-) | -14,971 | -7,770 | -48,253 | -107,500 | -163,523 |
| Disposals through business disposals (-) | 0 | 0 | 0 | 0 | 0 |
| Increase (decrease) through changes in fair value (FVPL) | 36,338 | 4,739 | 0 | 4,739 | |
| Increase (decrease) through changes in fair value (FVOCI) | -8,347 | -8,347 | |||
| Impairment losses recognized in the income statement (-) | 0 | 0 | |||
| Foreign currency exchange increase (decrease) | 140 | -1 | 1,505 | 1 | 1,505 |
| Transfer from (to) other items | 0 | 0 | 0 | 0 | 0 |
| Other increase (decrease) | 0 | 0 | -140 | 0 | -140 |
| Financial assets: ending balance at fair value | 177,351 | 48,190 | 507,788 | 20,005 | 575,982 |
| Financial assets - carrying amount (including accumulated fair value adjustments through P/L - FVPL) |
177,351 | 48,190 | 504,139 | 20,005 | 572,334 |
| Financial assets - adjustment to fair value (FVOCI) | 2,895 | 2,895 | |||
| Financial assets - accrued interest | 753 | 753 |
| (€ 1,000) | Financial fixed assets - FVPL |
Investments - FVPL |
Investments - FVOCI |
Investments - at amortised cost |
Investments - Total |
|---|---|---|---|---|---|
| Financial assets : at fair value through OCI or through P/L - financial year 2022 |
|||||
| Financial assets: opening balance at fair value | 177,351 | 48,190 | 507,788 | 20,005 | 575,982 |
| Financial assets - carrying amount (including accumulated fair value adjustments through P/L - FVPL) |
177,351 | 48,190 | 504,139 | 20,005 | 572,334 |
| Financial assets - adjustment to fair value | 2,895 | 2,895 | |||
| Financial assets - accrued interest | 753 | 753 | |||
| Additions | 33,058 | 15,028 | 172,660 | 107,486 | 295,174 |
| Additions through business combinations | 0 | 0 | 0 | 0 | 0 |
| Actuarial return | -731 | -731 | |||
| Disposals (-) | -618 | -15,254 | -120,595 | -127,500 | -263,349 |
| Disposals through business disposals (-) | 0 | 0 | 0 | 0 | 0 |
| Increase (decrease) through changes in fair value (FVPL) | 1,402 | -6,636 | 0 | -6,636 | |
| Increase (decrease) through changes in fair value (FVOCI) | -58,551 | -58,551 | |||
| Impairment losses recognized in the income statement (-) | 0 | 0 | |||
| Foreign currency exchange increase (decrease) | 8 | 0 | 2,173 | 0 | 2,173 |
| Transfer from (to) other items | -2,872 | 0 | 0 | 0 | 0 |
| Other increase (decrease) | 0 | 0 | 427 | 10 | 437 |
| Financial assets: ending balance at fair value | 208,328 | 41,328 | 503,171 | 0 | 544,498 |
| Financial assets - carrying amount (including accumulated fair value adjustments through P/L - FVPL) |
208,328 | 41,328 | 557,646 | 0 | 598,974 |
| Financial assets - adjustment to fair value (FVOCI) | -55,655 | -55,655 | |||
| Financial assets - accrued interest | 1,180 | 1,180 |
The Financial assets at fair value through Profit&Loss include the nonconsolidated participations of "AvH & Growth Capital" (mainly investments with a focus on Southeast Asia/India and life sciences) and the investment portfolio of "AvH & Subholdings". These are the main components of this item, along with the 9.6% interest that Nextensa holds in Retail Estates.
The recognition of these assets at fair value made, on balance, a negative contribution of 5.2 million euros to the results in 2022. In "Real Estate & Senior Care", the value of the Retail Estates shares at Nextensa was decreased by 12.7 million euros in accordance with the evolution of the share price during 2022. In "AvH & Growth Capital", an upward value adjustment of 13.8 million euros was recognised on the non-consolidated participations of AvH Growth Capital, while the revaluation at fair value of AvH's investment portfolio resulted in a negative value adjustment of 6.6 million euros.
During 2022, AvH invested 24.9 million euros in the further expansion of its "Growth Capital" portfolio with focus on Life Sciences and India/Southeast Asia, mainly in Health Quad II, Medikabazaar, Venturi Fund I and the new participations in Convergent Finance and AstriVax.
The "investments-FVOCI" and "investments at amortised cost" are largely attributable to Bank Van Breda, and relate to transactions realized as part of its Asset & Liability management (ALM).
| (€ 1,000) Financial fixed assets at Fair value through P/L | Interest% 2022 (fully diluted) |
Interest% 2021 (fully diluted) |
Valuation - Level |
Fair value in Profit & Loss 2022 |
Fair value in Profit & Loss 2021 |
|---|---|---|---|---|---|
| Marine Engineering & Contracting | |||||
| Small stakes | Level 3 | ||||
| Fair value | 5,036 | 6,890 | 0 | 0 | |
| Real Estate & Senior Care | |||||
| Retail Estates | 9.6% | 9.6% | Level 1 | -12,702 | 16,621 |
| Small stakes | Level 3 | 305 | |||
| Fair value | 83,782 | 97,215 | -12,397 | 16,621 | |
| AvH & Growth Capital | |||||
| Life Sciences | |||||
| AstriVax | 5.8% | Level 3 | |||
| Biotalys | 11.9% | 11.9% | Level 1 | ||
| Epics Therapeutics (Bio Cap Invest) | 29.5% | 29.5% | Level 3 | ||
| Indigo Diabetes | 11.9% | 9.1% | Level 3 | ||
| MRM Health | 15.9% | 17.2% | Level 3 | ||
| OncoDNA | 9.8% | 9.8% | Level 3 | ||
| Life Sciences - Fair value | 40,150 | 40,620 | -5,383 | 12,956 | |
| India / South-East Asia | |||||
| Convergent Finance | 3.1% | Level 3 | |||
| HealthQuad Fund I | 36.3% | 36.3% | Level 3 | ||
| HealthQuad Fund II | 11.0% | 10.0% | Level 3 | ||
| Medikabazaar (direct) | 8.9% | 8.7% | Level 3 | ||
| Venturi Fund I | 11.1% | 20.0% | Level 3 | ||
| Venturi Partners / Venturi I Capital | 10.0% | 10.0% | Level 3 | ||
| India / South-East Asia - Fair value | 69,346 | 27,973 | 19,183 | 5,190 | |
| Other | |||||
| Baarbeek | 100.00% | 100.00% | Level 3 | ||
| Hofkouter | 65.00% | Level 3 | |||
| Invest BW. | 25.0% | 25.0% | Level 3 | ||
| Koffie Rombouts | 4.0% | 5.0% | Level 3 | ||
| Pluralis | 2.1% | 2.1% | Level 3 | ||
| Pribinvest | 78.8% | 78.8% | Level 3 | ||
| Other - Fair value | 10,014 | 4,654 | 0 | 1,571 | |
| Subtotal AvH & Growth Capital | 119,510 | 73,246 | 13,800 | 19,716 | |
| Fair value - Total | 208,328 | 177,351 | 1,402 | 36,338 |
| Other | 506 544,498 |
|
|---|---|---|
| Ageas | 278,284 | 11,527 |
| Funds managed by Delen Private Bank | 29,295 | |
| Investment portfolio Bank Van Breda | 503,171 | |
| The investments consist of (€ 1,000): | Number of shares |
Fair value |
| The breakdown per segment of the fair value of the investments is as follows (€ 1,000): | Fair value | |
|---|---|---|
| Private Banking (Bank Van Breda) | 503,171 | |
| AvH & Growth Capital | 41,325 | |
| Marine Engineering & Contracting | 2 | |
| Real Estate & Senior Care | 0 | |
| Energy & Resources | 0 | |
| 544,498 |
The risk profile of the investment portfolio has for years now deliberately been kept very low. The investment portfolio at year-end 2022 contains 99% government and government-guaranteed bonds with a minimum Aa3 rating (Moody's rating) and less than 1% shares and private equity.
The investment framework that is submitted annually for the approval of the board of directors of Bank Van Breda determines which investments can be made and the limits that apply. The following table shows the composition of the consolidated investment portfolio by rating and maturity.
| Composition of the investment portfolio 31/12/2022 | Rating | Remaining duration |
|
|---|---|---|---|
| Government bonds Aaa | 40% | 2023 | 19% |
| Government bonds Aa1 | 20% | 2024 | 15% |
| Government bonds Aa2 | 9% | 2025 | 7% |
| Government bonds Aa3 | 30% | 2026 | 9% |
| Government bonds A2 | 0% | 2027 | 7% |
| Corporate bonds and commercial paper & other | 1% | > 2027 | 43% |
| indefinite | 1% |
| (€ 1,000) | Fair value | Book value | |||
|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | ||
| Loans and receivables to clients | 5,939,496 | 6,116,786 | 6,188,490 | 5,748,252 | |
| Changes in fair value of the hedged credit portfolio | 0 | 25,704 | 0 | 25,704 | |
| Loans and advances to banks | 110,845 | 137,851 | 110,836 | 138,014 | |
| Cash balances with central banks | 640,916 | 1,224,628 | 640,916 | 1,224,628 | |
| 6,691,257 | 7,504,969 | 6,940,242 | 7,136,598 |
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Loans and receivables to clients | ||
| Finance lease | 366,374 | 279,004 |
| Investment credits and financing | 2,815,391 | 2,670,776 |
| Mortgage loans | 2,617,715 | 2,438,038 |
| Operating appropriations | 404,040 | 371,689 |
| Other | 12,373 | 17,901 |
| Subtotal - Gross loans and advances | 6,215,893 | 5,777,408 |
| Provisions Expected Credit Losses/write-offs | -27,403 | -29,156 |
| Loans and receivables to clients | 6,188,490 | 5,748,252 |
The full consolidation of Bank Van Breda results in the inclusion of the specific banking receivables and debts in the balance sheet of AvH. These items have been grouped in order to keep the balance sheet as transparent as possible.
The loans and advances to clients comprise the following:
The strong commercial performance of the bank explains the significant increase of loans and advances to clients.
The credit portfolio of Bank Van Breda is very widely spread throughout the local economic fabric of family businesses and liberal professions. The bank applies concentration limits per sector and maximum credit amounts per client. The credit portfolio of the Van Breda Car Finance division consists of car loans and car finance leases, and is very widely spread. Constant fine-tuning of the acceptance criteria and proactive debtor monitoring also give this portfolio a low risk profile.
Internal rating per category – loans and advances to clients
The credit portfolio is divided into risk categories, each of which is monitored in its own specific way. The board of directors of Bank Van Breda periodically receives a report on credit facilities in the highest risk category.
Debts which become doubtful are transferred to the Litigation department. There are specific criteria for mandatory transfer when specific events arise with clients, borrowers or guarantors. For credit facilities in the highest risk category and for debts that become doubtful, it will be determined whether impairments are required.
The valuation rules (Note 1) offer an explanation of the methodology which Bank Van Breda uses under normal circumstances to determine the expected credit losses (stage 1 and stage 2) and the impairments (stage 3) for the whole credit portfolio.
Despite the very challenging environment for its clients due to the geopolitical tensions and the sharply increased inflation, Bank Van Breda did not report any significant losses on loans in 2022. The total provision for credit losses (including Expected Credit Losses or ECL) remains low at +0.02% of the average loan portfolio. In 2021, there was a net positive impact on the results due to the partial reversal of the so-called 'corona provision'. This proves the strong quality of the bank's credit portfolio as well as the resilience of its clients.
| Loans and advances to clients - internal rating per category | Stage 1 | Stage 2 | Stage 3 | 2022 | ||
|---|---|---|---|---|---|---|
| (€ 1,000) | Individual | Collective | Individual | Collective | ||
| Performing | ||||||
| Low risk | 2,599,257 | 0 | 19,099 | 15,313 | 0 | 2,633,669 |
| Medium risk | 2,348,294 | 0 | 361,644 | 59,268 | 0 | 2,769,205 |
| High risk | 328,614 | 0 | 372,495 | 19,408 | 0 | 720,516 |
| Overdue | 33,343 | 0 | 14,523 | 222 | 0 | 48,088 |
| Non-performing | ||||||
| Submitted to write off | 0 | 0 | 0 | 0 | 44,416 | 44,416 |
| Total | 5,309,507 | 0 | 767,760 | 94,210 | 44,416 | 6,215,893 |
| Loans and advances to clients - internal rating per category | Stage 1 | Stage 2 | Stage 3 | 2021 | ||
|---|---|---|---|---|---|---|
| (€ 1,000) | Individual | Collective | Individual | Collective | ||
| Performing | ||||||
| Low risk | 2,376,878 | 0 | 21,069 | 23,856 | 0 | 2,421,803 |
| Medium risk | 2,114,646 | 0 | 342,933 | 77,093 | 0 | 2,534,673 |
| High risk | 325,611 | 0 | 364,838 | 27,219 | 0 | 717,668 |
| Overdue | 33,601 | 0 | 15,380 | 649 | 0 | 49,629 |
| Non-performing | ||||||
| Submitted to write off | 0 | 0 | 0 | 0 | 53,635 | 53,635 |
| Total | 4,850,736 | 0 | 744,219 | 128,818 | 53,635 | 5,777,408 |
| Loans and advances to clients - evolution in 2022 | Stage 1 | Stage 2 | Stage 3 | Total | ||
|---|---|---|---|---|---|---|
| (€ 1,000) | Individual | Collective | Individual | Collective | ||
| 31/12/2021 | 4,850,736 | 0 | 744,219 | 128,818 | 53,635 | 5,777,408 |
| Impact from collective staging | -25,592 | 25,592 | 38,017 | -38,017 | 0 | 0 |
| Recognition | 1,612,423 | 0 | 163,399 | 4,838 | 4,280 | 1,784,939 |
| Derecognition | -753,174 | 0 | -122,768 | -17,408 | -12,247 | -905,597 |
| Repayments | -371,329 | 0 | -51,094 | -9,611 | -7,568 | -439,602 |
| Transfers to stage 1 | 248,372 | 0 | -247,216 | 0 | -1,156 | 0 |
| Transfers to stage 2 | -244,345 | -25,592 | 246,576 | 25,592 | -2,231 | 0 |
| Transfers to stage 3 | -7,461 | 0 | -3,289 | 0 | 10,751 | 0 |
| Methodology modifications | -123 | 0 | -84 | 0 | -8 | -215 |
| Write offs | 0 | 0 | 0 | 0 | -1,040 | -1,040 |
| 31/12/2022 | 5,309,507 | 0 | 767,760 | 94,210 | 44,416 | 6,215,893 |
| Accumulated impairments | Stage 1 | Stage 2 | Stage 3 | Total | ||
|---|---|---|---|---|---|---|
| (€ 1,000) | Individual | Collective | Individual | Collective | ||
| 31/12/2021 | -4,192 | 0 | -1,926 | -245 | -22,792 | -29,156 |
| Impact from collective staging | 16 | -16 | -63 | 63 | 0 | 0 |
| Recognition | -4,042 | -8 | -673 | -1 | -1,376 | -6,100 |
| Derecognition | 1,266 | 0 | 484 | 6 | 1,524 | 3,280 |
| Repayments | 1,634 | 3 | 499 | 7 | 0 | 2,142 |
| Transfers to Stage 1 | -1,422 | 0 | 1,361 | 0 | 60 | 0 |
| Transfers to Stage 2 | 164 | 24 | -290 | -24 | 126 | 0 |
| Transfers to Stage 3 | 26 | 0 | 150 | 0 | -176 | 0 |
| Impact on ECL by Stage Transfer | 1,249 | 0 | -2,014 | -83 | -2,655 | -3,502 |
| Other adjustments to credit risk | 528 | -3 | 326 | 102 | 2,871 | 3,824 |
| Methodology modifications | 1 | 0 | 0 | 0 | 0 | 1 |
| Model modifications | -32 | 0 | 101 | 0 | 0 | 69 |
| Write-offs | 0 | 0 | 0 | 0 | 2,039 | 2,039 |
| 31/12/2022 | -4,805 | 0 | -2,045 | -176 | -20,377 | -27,403 |
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| I. Inventories, net amount | 389,711 | 376,218 |
| Gross carrying amount | 391,376 | 378,412 |
| Raw materials and consumables | 62,879 | 50,638 |
| Goods in progress | 63,361 | 55,600 |
| Finished products | 5,213 | 4,919 |
| Goods purchased for sale | 1,468 | 1,107 |
| Immovable property acquired or constructed for resale | 258,453 | 266,149 |
| Prepayments | 0 | 0 |
| Depreciation and impairments (-) | -1,664 | -2,194 |
| Impairment on inventory through income statement during the financial year | 38 | 1,056 |
| Impairment on inventory reversed in the income statement during the financial year | 185 | 0 |
| II. Construction contracts | ||
| Amounts due from (to) customers under construction contracts, net | 5,940 | 136,616 |
| Amounts due from customers under construction contracts | 532,289 | 478,499 |
| Amounts due to customers under construction contracts | -526,349 | -341,883 |
| Construction contracts on closing date | ||
| Amount of contract costs incurred and recognized profits less losses | 7,170,207 | 7,168,801 |
| Amount of contract revenue | -7,164,266 | -7,032,186 |
| Prepayments received (CFE-DEME) | -79,734 | -107,147 |
CFE's real estate development projects, Nextensa's landholdings, and the portrelated developments in Vietnam by Rent-A-Port are the main components within 'Inventories'.
CFE's inventories are essentially real estate projects developed by BPI and its fully consolidated participations.
The inventory of Nextensa consists mainly of the land bank of Tour & Taxis on which about 130,000 m² of mixed residential/offices can still be developed in the future on Zone A and B. The decrease of inventories in "Real Estate & Senior Care" reflects the lower inventory of development projects at Nextensa, although this is amply offset by a higher figure for projects in progress.
In 2022, Rent-A-Port accelerated the development of the DEEP C Industrial Zones in Haiphong (Vietnam). At present its affiliate Infra Asia Investments already owns a land portfolio of approximately 3,400 hectares near the new deep-sea port of Lach Huyen. This represents around 25% of all the available industrial land in northern Vietnam.
The construction & project contracts of CFE, DEME and Agidens are valued according to the 'Percentage of Completion'-method, whereby results are recognized in accordance with the progress of the work. Expected losses are immediately recognized as an expense through in the income statement.
The execution of projects always entails a certain operational risk, but also means that certain estimates of profitability need to be made at the end of such a project. This risk is inherent to the activity, as well as the risk of disagreements with customers over divergent costs or changes in execution and the collection of these receivables. DEME is involved, both as claimant and as defendant, in discussions with customers about the financial consequences of deviations in the execution of contracting projects. In a small number of cases they may result in lawsuits. In so far as the consequences of such lawsuits can be reliably estimated, provisions are made for this in the accounts.
The current construction contracts of CFE will generate a turnover of 961 million euros in the next years, of which 471 million euros is estimated in 2023. DEME estimates the pace of execution of its current contracts as follows: 55% in 2023, followed by 20% in 2024, 15% in 2025 and 10% after that.
Nextensa's real estate development projects are also contained in this balance sheet item, as the results of the pre-sold entities that are still under construction are also recognized according to the 'Percentage of Completion' method. On the Tour & Taxis site, all 319 apartments in the 4 buildings of Park Lane phase I were completed in 2022. Of this phase, 5 apartments and 4 ground-floor retail spaces were still available at year-end 2022.
The progress of the work is defined based on the expenditures versus the estimated cost price of the entire project.
| (€ 1,000) | Minority % | Minority share in the AvH balance sheet |
Minority share in the profit for the period |
|||
|---|---|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |
| I. Marine Engineering & Contracting | ||||||
| CFE - DEME (1) | 37.90% | 740,856 | 59,045 | |||
| DEME Group (1) | 37.88% | 769,598 | 43,831 | |||
| CFE (1) | 37.88% | 68,995 | 10,648 | |||
| Rent-A-Port (Infra Asia Investments) (2) | 18.94% | 18.95% | 20,365 | 49,324 | 3,164 | 957 |
| II. Private Banking | ||||||
| Bank Van Breda (3) | 21.25% | 21.25% | 141,372 | 141,694 | 13,199 | 12,936 |
| III. Real Estate & Senior Care | ||||||
| Nextensa | 41.47% | 41.47% | 358,602 | 333,989 | 29,473 | 30,172 |
| IV. AvH & Growth Capital | ||||||
| Agidens | 15.02% | 15.02% | 3,392 | 3,464 | -74 | 807 |
| Other | 6,499 | 8,447 | 1,666 | 1,328 | ||
| Total | 1,368,824 | 1,277,774 | 101,907 | 105,246 |
(1) On June 29, 2022, the Extraordinary General Meeting of Shareholders of CFE approved the partial demerger of CFE. On that date, CFE contributed its 100% participation in DEME to a new company, DEME Group, and transferred the shares of that company to its shareholders. The DEME Group shares were then listed on Euronext Brussels on June 30, 2022. Accordingly, as of June 30, 2022, CFE and DEME Group are separately listed companies. The partial demerger of CFE did not change AvH's economic interest in DEME/CFE: the only change is that, as of June 30, 2022, AvH holds shares directly in the listed companies DEME Group (62.12%) and CFE (62.12%), whereas before that date DEME was a 100% participation of the listed company CFE, in which AvH held a 62.12% participation. Consequently, this partial demerger has no consequences for the reporting of DEME (Group) by full consolidation in the consolidated financial statements of AvH.
(2) In December 2021, Rent-A-Port concluded an agreement to acquire an additional 32.6% stake in IAI, which brought its total participation to 94%. The closing of the transaction took place in the first quarter of 2022. AvH/CFE's direct stake in Rent-A-Port remained unchanged.
(3) In 2018 the shareholder structure of Delen Private Bank and Bank Van Breda was simplified. AvH now holds, via the 100%-affiliate FinAx, a direct stake of 78.75% in Delen Private Bank, equity accounted directly.
| (€ 1,000) | DEME Group (1) | CFE (1) | Bank Van Breda | Rent-A-Port | Nextensa | Agidens |
|---|---|---|---|---|---|---|
| Revenue | 2,654,725 | 1,167,221 | 194,602 | 58,027 | 135,999 | 59,745 |
| Profit (loss) from operating activities | 155,236 | 42,358 | 90,048 | 14,827 | 51,165 | 487 |
| Finance result | -24,311 | -217 | -3,822 | -8,511 | -444 | |
| Profit (loss) before tax | 146,752 | 47,359 | 90,048 | 14,885 | 86,828 | 43 |
| Profit (loss) of the period | 115,391 | 38,398 | 68,325 | 9,732 | 71,208 | -492 |
| At the level of the individual company | 115,391 | 38,398 | 68,325 | 9,732 | 71,208 | -492 |
| - Minority interests | 2,671 | -36 | 0 | 1,629 | -102 | 0 |
| - Share of the group | 112,720 | 38,434 | 68,325 | 8,104 | 71,310 | -492 |
| At the level of AvH (a) | 111,313 | 28,166 | 67,005 | 9,732 | 71,989 | -492 |
| - Minority interests | 43,831 | 10,648 | 13,199 | 3,164 | 29,473 | -74 |
| - Share of the group | 67,482 | 17,518 | 53,806 | 6,569 | 42,516 | -418 |
(a) Including a limited number of consolidation adjustments
| (€ 1,000) | CFE - DEME | Bank Van Breda | Rent-A-Port | Nextensa | Agidens |
|---|---|---|---|---|---|
| Revenue | 3,635,953 | 184,193 | 50,527 | 65,174 | 74,807 |
| Profit (loss) from operating activities | 196,668 | 84,792 | 6,167 | 53,116 | 7,112 |
| Finance result | -11,451 | -2,819 | 11,828 | -424 | |
| Profit (loss) before tax | 195,035 | 84,792 | 6,881 | 64,944 | 6,688 |
| Profit (loss) of the period | 152,766 | 65,193 | 3,858 | 53,355 | 5,410 |
| At the level of the individual company | 152,766 | 65,193 | 3,858 | 53,355 | 5,410 |
| - Minority interests | 2,757 | 15 | 279 | 111 | |
| - Share of the group | 150,008 | 65,178 | 3,578 | 53,244 | 5,410 |
| At the level of AvH (a) | 151,167 | 64,263 | 3,858 | 53,842 | 5,410 |
| - Minority interests | 59,045 | 12,936 | 957 | 30,172 | 807 |
| - Share of the group | 92,122 | 51,328 | 2,900 | 23,670 | 4,602 |
(a) Including a limited number of consolidation adjustments
| (€ 1,000) | DEME Group (1) | CFE (1) | Bank Van Breda | Rent-A-Port | Nextensa | Agidens |
|---|---|---|---|---|---|---|
| At the level of the individual company | 218,416 | 54,249 | 22,374 | 12,095 | 87,639 | -504 |
| Profit (loss) of the period | 115,391 | 38,398 | 68,325 | 9,732 | 71,208 | -492 |
| - Minority interests | 2,671 | -36 | 0 | 1,629 | -102 | 0 |
| - Share of the group | 112,720 | 38,434 | 68,325 | 8,104 | 71,310 | -492 |
| Other comprehensive income | 103,025 | 15,851 | -45,951 | 2,363 | 16,431 | -12 |
| - Minority interests | 498 | |||||
| - Share of the group | 102,527 | 15,851 | -45,951 | 2,363 | 16,431 | -12 |
| At the level of AvH | 213,840 | 33,651 | 20,365 | 12,095 | 88,420 | -504 |
| Profit (loss) of the period | 111,313 | 28,166 | 67,005 | 9,732 | 71,989 | -492 |
| - Minority interests | 43,831 | 10,648 | 13,199 | 3,164 | 29,473 | -74 |
| - Share of the group | 67,482 | 17,518 | 53,806 | 6,569 | 42,516 | -418 |
| Other comprehensive income | 102,528 | 5,485 | -46,640 | 2,363 | 16,431 | -12 |
| - Minority interests | 38,850 | 2,080 | -9,911 | 448 | 6,815 | -2 |
| - Share of the group | 63,678 | 3,405 | -36,729 | 1,915 | 9,617 | -10 |
| (€ 1,000) | CFE - DEME | Bank Van Breda | Rent-A-Port | Nextensa | Agidens |
|---|---|---|---|---|---|
| At the level of the individual company | 177,382 | 60,359 | 8,151 | 65,642 | 5,146 |
| Profit (loss) of the period | 152,766 | 65,193 | 3,858 | 53,355 | 5,410 |
| - Minority interests | 2,757 | 15 | 279 | 111 | 0 |
| - Share of the group | 150,008 | 65,178 | 3,578 | 53,244 | 5,410 |
| Other comprehensive income | 24,616 | -4,834 | 4,294 | 12,287 | -264 |
| - Minority interests | 88 | ||||
| - Share of the group | 24,528 | -4,834 | 4,294 | 12,287 | -264 |
| At the level of AvH | 175,783 | 59,026 | 8,151 | 66,434 | 5,146 |
| Profit (loss) of the period | 151,167 | 64,263 | 3,858 | 53,842 | 5,410 |
| - Minority interests | 59,045 | 12,936 | 957 | 30,172 | 807 |
| - Share of the group | 92,122 | 51,328 | 2,900 | 23,670 | 4,602 |
| Other comprehensive income | 24,616 | -5,237 | 4,294 | 12,592 | -264 |
| - Minority interests | 11,570 | -1,113 | 814 | 11,690 | -36 |
| - Share of the group | 13,046 | -4,124 | 3,480 | 903 | -227 |
| (€ 1,000) | DEME Group (1) | CFE (1) | Bank Van Breda | Rent-A-Port | Nextensa | Agidens |
|---|---|---|---|---|---|---|
| Non-current assets | 2,969,289 | 372,143 | 5,134,536 | 109,734 | 1,471,663 | 18,529 |
| Current assets | 1,540,489 | 685,936 | 2,522,491 | 150,831 | 296,738 | 28,784 |
| Non-current liabilities | 1,015,460 | 209,731 | 882,087 | 104,858 | 693,493 | 6,895 |
| Current liabilities | 1,718,053 | 623,822 | 6,100,799 | 55,709 | 225,393 | 17,830 |
| Equity | 1,776,265 | 224,526 | 674,141 | 99,998 | 849,516 | 22,589 |
| - Group Share | 1,753,947 | 224,653 | 674,141 | 83,514 | 838,798 | 22,589 |
| - Minority interests | 22,318 | -127 | 0 | 16,483 | 10,718 | 0 |
| Dividend distributed to minority interests | -504 | 0 | -5,525 | 0 | -10,212 | 0 |
| (€ 1,000) | CFE - DEME | Bank Van Breda | Rent-A-Port | Nextensa | Agidens |
|---|---|---|---|---|---|
| Non-current assets | 2,863,509 | 4,719,074 | 98,891 | 1,433,991 | 19,407 |
| Current assets | 2,436,490 | 3,072,728 | 155,796 | 461,971 | 30,921 |
| Non-current liabilities | 914,184 | 727,751 | 54,540 | 630,533 | 7,803 |
| Current liabilities | 2,429,789 | 6,385,592 | 74,402 | 474,956 | 19,457 |
| Equity | 1,956,026 | 678,459 | 125,746 | 790,473 | 23,068 |
| - Group Share | 1,936,335 | 678,459 | 79,555 | 779,970 | 23,068 |
| - Minority interests | 19,691 | 0 | 46,191 | 10,503 | 0 |
| Dividend distributed to minority interests | -9,594 | -2,486 | -1,770 | -21,778 | -82 |
Bank Van Breda is active in the sector of car finance and finance leasing of cars via its division Van Breda Car Finance. We refer to Note 14 for more information.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Assets | ||
| Tangible assets | 148,174 | 179,290 |
| Land and buildings | 92,710 | 130,674 |
| Plant, machinery and equipment | 17,969 | 9,919 |
| Furniture and vehicles | 37,495 | 38,696 |
| Investment property | 2,309 | 4,181 |
| Total - Assets | 150,483 | 183,471 |
| Liabilities | ||
| Equity - group share | -1,476 | -2,242 |
| Financial debts | 151,959 | 185,712 |
| Non-current lease debts | 112,180 | 149,514 |
| Current lease debts | 39,778 | 36,198 |
| Total - Liabilities | 150,483 | 183,471 |
As a result of the application of IFRS 16 Leases, the group recognized on December 31, 2022 a right-of-use asset of 150.5 million euros and a lease obligation of 152.0 million euros, of which 92% is attributable to DEME and CFE. The decrease of 33 million euros is mainly explained by investments (60 million euros) on the one hand and the sale of Anima (40 million euros), depreciation expense (43 million euros) and divestments (6 million euros) on the other.
There are no material leases concluded at reporting date that did not commence as of December 31, 2022. The amount of renewal options and termination options not reflected in the lease liabilities is immaterial.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Income statement | ||
| Reversal of rental charges | 44,588 | 38,922 |
| Depreciation | -43,995 | -36,859 |
| Interest expenses | -2,036 | -2,508 |
The depreciation cost primarily relates to land and buildings. The expenses related to short-term lease contracts and low value lease contracts are considered immaterial. There are no expenses incurred which relate to variable lease payments. Income derived from sub-leasing right-of-use assets is considered immaterial.
| (€ 1,000) | Warranty provisions |
Legal proceeding provisions |
Environmental provisions |
Provisions for restructuring |
Provisions for contractual obligations |
Provisions for negative equity method values |
Other provisions |
Total |
|---|---|---|---|---|---|---|---|---|
| Provisions - financial year 2021 |
||||||||
| Provisions, opening balance | 16,990 | 7,859 | 0 | 3,309 | 8,269 | 10,758 | 37,072 | 84,257 |
| Additional provisions | 1,409 | 393 | 0 | 1,059 | 209 | 0 | 9,628 | 12,698 |
| Increase of existing provisions | 0 | 0 | 0 | 0 | 20 | 0 | 571 | 590 |
| Increase through business combinations | 0 | 16 | 0 | 0 | 0 | 0 | 0 | 16 |
| Amounts of provisions used (-) | -2,060 | -905 | 0 | -2,435 | -2,712 | 0 | -8,093 | -16,205 |
| Reversal of unused amounts of provisions (-) |
-61 | 0 | 0 | 0 | -18 | 0 | -2,737 | -2,815 |
| Decrease through business disposals (-) | -253 | 0 | 0 | 0 | 0 | 0 | 0 | -253 |
| Foreign currency exchange increase (decrease) |
-13 | -13 | 0 | 0 | 0 | 0 | -42 | -68 |
| Transfer from (to) other items | 0 | -1,000 | 0 | 0 | 0 | 1,837 | 1,776 | 2,613 |
| Other increase (decrease) | 0 | 0 | 0 | 0 | 0 | 0 | -14 | -14 |
| Provisions, ending balance | 16,012 | 6,349 | 0 | 1,933 | 5,768 | 12,595 | 38,162 | 80,819 |
| (€ 1,000) | Warranty provisions |
Legal proceeding provisions |
Environmental provisions |
Provisions for restructuring |
Provisions for contractual obligations |
Provisions for negative equity method values |
Other provisions |
Total |
|---|---|---|---|---|---|---|---|---|
| Provisions - financial year 2022 |
||||||||
| Provisions, opening balance | 16,012 | 6,349 | 0 | 1,933 | 5,768 | 12,595 | 38,162 | 80,819 |
| Additional provisions | 6,545 | 1,480 | 0 | 659 | 11,342 | 0 | 1,448 | 21,475 |
| Increase of existing provisions | 670 | 10 | 0 | 0 | 0 | 0 | 0 | 679 |
| Increase through business combinations | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Amounts of provisions used (-) | -1,884 | -733 | 0 | -155 | -4,142 | 0 | -3,461 | -10,373 |
| Reversal of unused amounts of provisions (-) |
0 | -13 | 0 | 0 | -552 | 0 | -2,945 | -3,510 |
| Decrease through business disposals (-) | 0 | -42 | 0 | 0 | 0 | 0 | -25 | -67 |
| Foreign currency exchange increase (decrease) |
-33 | 0 | 0 | 0 | 0 | 0 | -107 | -140 |
| Transfer from (to) other items | 37,378 | 0 | 0 | 0 | 0 | 4,080 | 2,754 | 44,212 |
| Other increase (decrease) | 0 | 0 | 0 | 0 | 0 | 0 | -2,827 | -2,827 |
| Provisions, ending balance | 58,688 | 7,051 | 0 | 2,437 | 12,416 | 16,675 | 33,000 | 130,268 |
The significant increase in warranty provisions is explained by the reclassification of the warranty provisions at DEME (previously included in trade payables) and increased business operations.
The acquisition of control over CFE at year-end 2013 gave rise to the recognition of a contingent liability for risks of 60.3 million euros in connection with CFE's construction and real estate development activities. In the course of 2014-2021, 47.8 million euros (group share 28.9 million euros) was reversed because the risks in question at CFE were either no longer present or were reported in CFE's own financial statements. The balance of 12.5 million euros (group share 7.6 million euros) remained unchanged in 2022.
When disposing of participating interests and/or activities, AvH and its subholdings are regularly required to provide certain warranties and representations. These may give rise to claims - legitimate or otherwise - from buyers for compensation on that basis. In 2022, AvH constituted provisions totalling 10.7 million euros for two cases. Although AvH believes that in both instances it has a solid case, the maximum amount that might be claimed was provided.
'Provisions for negative equity method consolidation values' increased by 4.1 million euros.
Following the conclusion of an agreement, Bank Van Breda was able to reverse 2.9 million euros of the provision it had constituted in previous years.
The other evolutions are largely attributable to variations within CFE's accounts.
Several group companies of AvH (such as DEME, CFE, Agidens...) are actively involved in the execution of projects. This always entails a certain operational risk, but also means that certain estimates of profitability need to be made at the end of such a project. This risk is inherent to the activity, as well as the risk of disagreements with customers over divergent costs or changes in execution and the collection of these receivables. DEME is involved, both as claimant and as defendant, in discussions with customers about the financial consequences of deviations in the execution of contracting projects. In a small number of cases they may result in lawsuits. In so far as the consequences of such lawsuits can be reliably estimated, provisions are made for this in the accounts.
Following contingent assets and liabilities are related to DEME:
• In December 2022, the Chamber of Indictment at the Court of Appeal of Ghent decided to refer certain companies of the DEME-group to court.
The decision follows a judicial investigation carried out in respect of the circumstances in which a contract was awarded in the framework of a negotiated procedure to Mordraga, a Russian former joint venture company of the DEME-group, for the execution of dredging works in the port of Sabetta (Russia) in April 2014. The works were carried out during the summer months of 2014 and 2015.
The judicial investigation was initiated after a complaint filed by a competitor, to whom the aforementioned contract was not awarded.
DEME emphasizes that the Chamber of Indictment has only decided on the referral to court. This means that none of the parties involved have yet had the opportunity to submit substantive arguments regarding the charges brought by the Public Prosecutor.
In the current circumstances, it is therefore premature to speculate on the outcome of these proceedings. In light of the foregoing, DEME cannot for the time being make a reliable assessment of the possible financial impact of the pending investigation.
| (€ 1,000) | < 1 year | 1 year < 5 years |
> 5 years | Total 2022 | < 1 year | 1 year < 5 years |
> 5 years | Total 2021 |
|---|---|---|---|---|---|---|---|---|
| Remaining | Remaining | |||||||
| term | term | |||||||
| I. Financial debts | ||||||||
| Bank loans | 280,710 | 1,134,375 | 198,800 | 1,613,885 | 527,129 | 917,939 | 107,634 | 1,552,702 |
| Bonds | 0 | 139,348 | 0 | 139,348 | 74,819 | 171,345 | 0 | 246,164 |
| Subordinated loans | 0 | 677 | 0 | 677 | 33,527 | 59,995 | 1,630 | 95,152 |
| Lease debts | 39,778 | 67,946 | 44,234 | 151,959 | 36,198 | 73,329 | 76,184 | 185,712 |
| Other financial debts | 82,168 | 46,453 | 0 | 128,621 | 290,047 | 11,615 | 226 | 301,887 |
| Financial debts - Total | 402,656 | 1,388,799 | 243,034 | 2,034,489 | 961,720 | 1,234,224 | 185,675 | 2,381,618 |
| Cash and cash equivalents | -1,160,972 | -883,730 | ||||||
| Net financial debt | 402,656 | 1,388,799 | 243,034 | 873,517 | 961,720 | 1,234,224 | 185,675 | 1,497,889 |
| (€ 1,000) | 2022 | 2021 | |||||
|---|---|---|---|---|---|---|---|
| Financial debt - | Financial debt - | Net financial | Financial debt - | Financial debt - | Net financial | ||
| ST | LT | debt | ST | LT | debt | ||
| Marine Engineering & Contracting | 278,640 | 1,016,861 | 601,511 | 529,567 | 721,091 | 524,132 | |
| Private Banking (IFRS 16 leases) | 2,613 | 4,854 | -17,048 | 2,516 | 5,673 | -37,173 | |
| Real Estate & Senior Care | 117,668 | 634,932 | 721,493 | 383,659 | 700,141 | 1,010,472 | |
| Energy & Resources | 0 | 0 | -642 | 0 | 0 | -576 | |
| AvH & Growth Capital | 3,735 | 10,026 | -396,956 | 46,727 | 11,970 | 20,759 | |
| Intercompany | 0 | -34,840 | -34,840 | -750 | -18,976 | -19,726 | |
| Total | 402,656 | 1,631,833 | 873,517 | 961,720 | 1,419,899 | 1,497,889 |
| (€ 1,000) | |
|---|---|
| Financial debts at 31-12-2021 | 2,381,618 |
| Movements in the Cashflow statement (Cash flow from financial activities) | |
| Increase of financial debts | 593,858 |
| (Decrease) of financial debts | -824,484 |
| Non-cash movements | |
| - Changes in consolidation scope - acquisitions | -106 |
| - Changes in consolidation scope - divestments | -162,905 |
| - IFRS 16 Leases - tangible assets | 49,675 |
| - IFRS 16 Leases - investment property | -2,155 |
| - Impact of exchange rates | -1,012 |
| - Others | 0 |
| Financial debts at 31-12-2022 | 2,034,489 |
We refer to 'Note 12. Financial risk management and financial derivatives' for more details regarding the liquidity risk and capital management of the fully consolidated subsidiaries.
The financial debts are attributable to the fully consolidated participations. Those participations are, taking into account their own creditworthiness, responsible for obtaining market terms from lenders. The participation should also assess on a case-by-case basis whether debt instruments, subject to variable interest rates and/or foreign currency fluctuations, require hedging so as to retain an acceptable residual risk.
The decrease of financial debts by 347.1 million euros is attributable for 162.9 million euros to the disposal of Anima, for 230.6 million euros to debt repayment, and for 47.5 million euros to additional (non-cash) IFRS 16 lease debts.
Following the prospectus, DEME performed a reclassification (from subordinated loans to bank loans), which explains the decrease in subordinated loans.
When cash and cash equivalents are taken into account, the net financial debt position actually decreased by 624.4 million euros:
Both Nextensa and CFE repaid matured bonds in 2022. Other financial debts decreased significantly. This is due primarily to the reduction by DEME, Nextensa and AvH of short-term financial debts issued in the form of commercial paper.
DEME: bilateral loans and long term credit facilities are subject to specific covenants. At December 31, 2022 DEME complies with the solvency ratio (>25%), the debt/EBITDA ratio (<3), and the interest cover ratio (>3), that were agreed upon within the contractual terms of the loans received.
CFE: the credit facilities are subject to specific covenants that take into account criteria such as financial debt and the ratio of debt to equity or fixed assets, as well as cash flow. These covenants were fully honoured as of December 31, 2022.
Rent-A-Port: the credit facilities are subject to specific covenants that take into account criteria such as financial debt and the ratio of debt to equity or total assets. These covenants were fully honoured as of December 31, 2022.
Nextensa: the financial institutions grant loans to Nextensa on the basis of the company's reputation and various financial and other covenants. Failure to honour these covenants may result in the early cancellation of these loans. The loans received contain conventional covenants. The company was in compliance with all covenants as of year-end 2022.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| II. Amounts payable (or the portion thereof), which are guaranteed by real guarantees given or irrevocably promised on the assets of the enterprises included in the consolidation |
||
| Bank loans | 230,604 | 323,602 |
| Bonds | 0 | 30,612 |
| Lease debts | 0 | 0 |
| Other financial debts | 0 | 0 |
| Total | 230,604 | 354,213 |
The debts guaranteed by real guarantees given mainly relate to the concessionsactivity of Rent-A-Port, the real estate projects by Nextensa and the real estate assets of the residential care centres of Anima (in 2021). The disposal of Anima in 2022 explains the significant decrease.
Rent-A-Port: its subsidiary Infra Asia Investment Hong Kong entered into a new roll-over facility for a total amount of 35 million USD (in addition to the existing 10 million USD), replacing the 29,2 million euros and 1,8 million USD bond loans which were redeemed early per 3 May 2022.
Nextensa : In the context of various development projects, Nextensa provided pledges as security for financial debt amounting to 181.7 million euros.
| (€ 1,000) | Fair value | Book value | ||
|---|---|---|---|---|
| 2022 | 2021 | 2022 | 2021 | |
| Debts to credit institutions and central banks | 116,334 | 424,484 | 116,379 | 425,353 |
| Debts to clients | 6,504,730 | 6,378,531 | 6,553,495 | 6,368,123 |
| of which subordinated - |
560 | 10,234 | 560 | 9,883 |
| Securities including bonds | 171,599 | 256,321 | 164,769 | 245,395 |
| of which subordinated - |
47,155 | 50,745 | 40,236 | 40,216 |
| Banks - changes in fair value of the hedged credit portfolio | 89,733 | 0 | 89,733 | 0 |
| 6,882,396 | 7,059,336 | 6,924,377 | 7,038,871 |
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Debts to credit institutions and central banks | ||
| Current accounts / overnight deposits | 104,845 | 13,869 |
| Deposits with agreed maturity | 11,534 | 16,531 |
| ECB TLTRO III | 0 | 394,847 |
| Accrued interests | 0 | 106 |
| Total | 116,379 | 425,353 |
| Debts to clients | ||
| Current accounts / overnight deposits | 4,197,238 | 4,218,578 |
| Deposits with agreed maturity | 1,248,652 | 1,045,537 |
| Special deposits | 56,798 | 64,876 |
| Regulated deposits | 1,050,247 | 1,029,249 |
| Subordinated certificats | 560 | 9,883 |
| Total | 6,553,495 | 6,368,123 |
| Securities including bonds | ||
| Debt certificates | 124,533 | 205,178 |
| Subordinated bonds | 40,236 | 40,216 |
| Total | 164,769 | 245,395 |
| Banks - changes in fair value of the hedged credit portfolio | 89,733 | 0 |
| Total debts to credit institutions, clients and securities | 6,924,377 | 7,038,871 |
The full consolidation of Bank Van Breda results in the recording of specific bank receivables and debts in the balance sheet of AvH. These items were grouped for maximum transparency of the balance sheet.
Liquidity risk is the risk that the bank has insufficient funds available, or is unable to release funds quickly enough and at a reasonable cost to meet its short-term commitments. The commercial banking activities are the main source of liquidity risk. A bank's sources of funding traditionally have a shorter maturity than the financed assets, resulting in a maturity mismatch. The liquidity management of Bank Van Breda constantly monitors this mismatch and works out a financing strategy to confine it within the guidelines that are set out in a liquidity control framework. In this area, too, the bank pursues a deliberately low risk profile. Bank Van Breda maintains a solid and high-quality liquidity buffer to absorb fluctuations in the treasury position. This buffer stood at 1,252 million euros at year end 2022 and consists primarily of cash, placed at the ECB, and a highly liquid portfolio of bonds.
The bank's financing mix is very stable, with the deposits of the core clients as the main source of funding. The core clients use the bank for their investments and everyday banking transactions. The bank also closely watches the loan-to-deposit ratio and applies strict limits to this ratio between client credit portfolio and client deposits, which at year-end 2022 stood at 94%. Dependence on external institutional financing is kept to a minimum and in 2022 accounted for only 2.5% of total assets.
Two liquidity ratios were introduced in the Basel regulations and the CRR/CRD IV directive:
At year-end 2022, those ratios stood at 138% (according to LCR Delegated Act 2015/61) and 131% (according to CRR2) respectively. Both ratios are well above the lower limit of 100% that is imposed by the regulatory authority.
The still generous liquidity position decreased in 2022, primarily due to the repayment of 400 million euros of TLTRO loans and a credit increase that was greater than the deposit increase.
The bank's liquidity risk is monitored constantly by means of proactive treasury management, within the lines defined by the Asset & Liability Management and the investment framework. For its liquidity management, the bank uses, among other things, liquidity gap reports, ratio analysis and short- and long-term volume prognoses.
In the following table the assets and liabilities are grouped by maturity period and internal assumptions for deposits without maturity date were taken into account.
| (€ 1,000) | < 1 month | 1-3 months | 3-12 months | 1-5 years | 5-10 years | > 10 years | Indefinite |
|---|---|---|---|---|---|---|---|
| 31/12/2022 | |||||||
| Assets | 1,078,000 | 161,000 | 900,000 | 2,903,000 | 1,816,000 | 652,000 | 39,000 |
| Liabilities | -1,000,000 | -790,000 | -1,925,000 | -1,675,000 | -1,101,000 | -343,000 | -51,000 |
| Derivatives | 1,000 | 2,000 | 16,000 | 55,000 | 23,000 | 0 | 0 |
| Liquidity Gap | 79,000 | -627,000 | -1,009,000 | 1,283,000 | 738,000 | 309,000 | -12,000 |
| 31/12/2021 | |||||||
| Assets | 1,686,000 | 209,000 | 870,000 | 2,764,000 | 1,588,000 | 553,000 | 39,000 |
| Liabilities | -981,000 | -929,000 | -2,460,000 | -1,447,000 | -925,000 | -286,000 | -63,000 |
| Derivatives | -1,000 | -2,000 | -7,000 | -14,000 | -4,000 | 0 | 0 |
| Liquidity Gap | 704,000 | -722,000 | -1,597,000 | 1,303,000 | 659,000 | 267,000 | -24,000 |
Interest rate risk can be defined as the extent to which the results or value of a financial transaction are affected by a change in market interest rates. Applied to a financial institution, interest rate risk is the extent to which the (interest) earnings and/or fair value of this institution is liable to be adversely affected by a change in market interest rates.
The bank opts to keep the interest rate risk at a relatively low level:
Equity value sensitivity and earnings sensitivity are monitored by means of scenario analyses that take account of changing market conditions, enabling the impact of stress scenarios to be analysed. This equity value and earnings sensitivity is measured using the Basis Point Value (BPV) methodology which shows the value change of the portfolio being analyzed when confronted with an increase in inte rest rates over the entire curve.
| Impact of an immediate increase of the yield curve with 100 base points (1%) on: | 2021 | |
|---|---|---|
| The interest result | 2,827 | 4,907 |
| (earnings sensitivity) | ||
| The faire value of the equity | -53,698 | -47,409 |
| (equity value sensitivity) (= BPV) |
For the interest gap analysis both balance sheet and off balance sheet products are grouped together per period of maturity. In this way the mismatch structure becomes visible.
| (€ 1,000) | ≤ 1 month | 1-3 months | 3-12 months | 1-5 years | 5-10 years | > 10 years | Indefinite |
|---|---|---|---|---|---|---|---|
| 31/12/2022 | |||||||
| Assets | 1,143,000 | 307,000 | 957,000 | 2,916,000 | 1,625,000 | 546,000 | 48,000 |
| Liabilities | -1,045,000 | -789,000 | -1,943,000 | -1,662,000 | -1,056,000 | -338,000 | -38,000 |
| Derivatives | 325,000 | 570,000 | -60,000 | -370,000 | -410,000 | -55,000 | 0 |
| Interest Gap | 423,000 | 88,000 | -1,046,000 | 884,000 | 159,000 | 153,000 | 10,000 |
| 31/12/2021 | |||||||
| Assets | 1,786,000 | 414,000 | 1,126,000 | 2,775,000 | 1,210,000 | 345,000 | 48,000 |
| Liabilities | -979,000 | -931,000 | -2,457,000 | -1,491,000 | -894,000 | -295,000 | -37,000 |
| Derivatives | 270,000 | 515,000 | -80,000 | -355,000 | -310,000 | -40,000 | 0 |
| Interest Gap | 1,077,000 | -2,000 | -1,411,000 | 929,000 | 6,000 | 10,000 | 11,000 |
| (€ 1,000) | Assets 2022 | Liabilities 2022 | Net 2022 | Assets 2021 | Liabilities 2021 | Net 2021 |
|---|---|---|---|---|---|---|
| Intangible assets | 0 | 21,132 | -21,132 | 27 | 26,470 | -26,443 |
| Tangible assets | 23,365 | 37,683 | -14,318 | 26,979 | 68,382 | -41,403 |
| Investment property | 0 | 33,726 | -33,726 | 167 | 34,768 | -34,601 |
| Financial fixed assets | 0 | 1,626 | -1,626 | 0 | 4,802 | -4,802 |
| Investments | 13,953 | 0 | 13,953 | -686 | 0 | -686 |
| Employee benefits | 17,648 | 705 | 16,943 | 16,134 | 867 | 15,267 |
| Provisions | 4,878 | 464 | 4,414 | 4,563 | 7,613 | -3,050 |
| Financial derivative instruments | 1,057 | 21,216 | -20,159 | 1,533 | -4,942 | 6,474 |
| Working capital items | 43,099 | 65,556 | -22,457 | 59,500 | 63,394 | -3,893 |
| Tax losses and tax credits / deduction for investment | 71,450 | -9,852 | 81,302 | 68,841 | -12,726 | 81,567 |
| Set-off | -20,621 | -20,621 | 0 | -26,778 | -26,778 | 0 |
| Total | 154,829 | 151,635 | 3,195 | 150,279 | 161,849 | -11,570 |
Deferred taxes are mainly due to the revaluation of assets and liabilities as a result of business combinations. The Group regularly assesses its uncertain tax positions. In accordance with IFRIC 23, and where appropriate, provisions are made which are recorded under the deferred tax liabilities.
The management of DEME periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. These provisions for uncertain tax positions (UTP) are booked as a deferred tax liability. In this regard,
management considers UTP's individually, based on an approach which provides the best prediction of the resolution of the uncertainties with the tax authority. For 2022 (and 2021) each UTP has been measured using the most likely single amount. Currently, the major UTP's relate to ongoing tax litigations in the Philippines, India, and Nigeria.
The item 'Set-off' reflects the set-off between deferred tax assets and liabilities per entity at DEME.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Unrecognized receivables following tax losses | 118,286 | 145,645 |
| Other unrecognized deferred tax assets (1) | 0 | 0 |
| Total | 118,286 | 145,645 |
(1) The other unrecognized deferred tax assets principally concern amounts whose recuperation is restricted in time and dependent upon the extent to which taxable results can be achieved within this period. Claims which stem from the reclamation of unapplied taxable fixed income surplus are not mentioned in this overview.
Unrecognized deferred tax assets are largely attributable to DEME and CFE.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Current income tax expense, net | ||
| Current period tax expense | -89,723 | -90,272 |
| Adjustments to current tax of prior periods | 4,395 | 5,199 |
| Total | -85,328 | -85,073 |
| Deferred taxes, net | ||
| Origination and reversal of temporary differences | 3,154 | 4,787 |
| Additions (use) of tax losses | 245 | 920 |
| Other deferred taxes | -150 | -83 |
| Total | 3,250 | 5,624 |
| Total current and deferred tax (expenses) income | -82,078 | -79,449 |
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Profit (loss) before taxes | 889,590 | 591,659 |
| Profit (loss) of participations accounted for using the equity method (-) | -243,874 | -255,191 |
| Profit (loss) before taxes, excluding result from participations accounted for using the equity method | 645,716 | 336,469 |
| Statutory tax rate (%) | 25.00% | 25.00% |
| Tax expense using the statutory tax rate | -161,429 | -84,117 |
| Tax effect of rates in other jurisdictions | 427 | -468 |
| Tax effect of tax-exempt revenues | 99,041 | 39,386 |
| Tax effect of non-deductible expenses | -15,029 | -18,573 |
| Tax effect of tax losses | -4,930 | -5,393 |
| Tax effect from (under) or over provisions in prior periods | -2,847 | -9,765 |
| Other increase (decrease) | 2,689 | -518 |
| Tax expense using the effective tax rate | -82,078 | -79,449 |
| Profit (loss) before taxes | 889,590 | 591,659 |
| Profit (loss) of participations accounted for using the equity method (-) | -243,874 | -255,191 |
| Profit (loss) before taxes, excluding result from participations accounted for using the equity method | 645,716 | 336,469 |
| Effective tax rate (%) | 12.71% | 23.61% |
The income taxes increased slightly to 82.1 million euros relative to last year. In the assessment of this figure in relation to the profit before tax, at least the following should be taken into account:
i. the contribution from the equity-accounted investments is reported on the basis of the net result, in other words, after the taxes borne by those entities.
ii. In 2022, a substantial part of the result consisted of gains on the disposal of participations which AvH held over the long term and are exempt from tax.
If the total tax expense of 82.1 million euros is compared with just the pretax profit after adjustment for the above elements, the tax rate would be 27.2%.
| Grant date | Number options accepted |
Number options exercised |
Number options expired |
Balance | Exercise price (€) | Exercise period |
|---|---|---|---|---|---|---|
| 2015 | 50,500 | -46,500 | 4,000 | 100.23 | 01/01/2019 - 05/01/2023 | |
| 2016 | 40,500 | -3,000 | 37,500 | 130.95 | 01/01/2020 - 03/01/2024 | |
| 2017 | 46,000 | 0 | 46,000 | 128.30 | 01/01/2021 - 12/01/2025 | |
| 2018 | 46,000 | 0 | -500 | 45,500 | 148.64 | 01/01/2022 - 11/01/2026 |
| 2019 | 46,000 | 0 | 46,000 | 132.52 | 01/01/2023 - 14/01/2027 | |
| 2020 | 23,750 | 0 | 23,750 | 141.09 | 01/01/2024 - 13/01/2028 | |
| 2021 | 55,000 | 0 | 55,000 | 124.67 | 01/01/2025 - 14/01/2029 | |
| 2022 | 59,350 | 0 | 59,350 | 166.35 | 01/01/2026 - 13/01/2030 | |
| 367,100 | -49,500 | -500 | 317,100 |
AvH's stock option plan, which was approved in March 1999, is intended to provide long-term motivation for executive directors, members of the executive committee and management whose activities are essential to the success of the group. The options give them the right to acquire a corresponding number of shares in Ackermans & van Haaren.
The remuneration committee is responsible for monitoring this plan and selecting the beneficiaries. The options are provided free of charge and their exercise period is 8 years.
The total value of the outstanding options of 2015-2022 (measured at the fair value when granted) amounts to 8.9 million euros and is calculated by an external party according to an adjusted Black & Scholes model of which the main components are:
| Year of grant | Share price (€) | Dividend yield | Volatility | Interest rate | Estimated expected lifetime |
Black & Scholes Value (€) |
|---|---|---|---|---|---|---|
| 2015 | 101.35 | 2.19% | 19.00% | 0.47% | 7.79 | 13.76 |
| 2016 | 131.95 | 1.28% | 23.00% | 0.59% | 7.79 | 27.72 |
| 2017 | 129.40 | 1.40% | 23.00% | 0.34% | 7.79 | 25.70 |
| 2018 | 149.20 | 1.30% | 20.00% | 0.68% | 7.79 | 27.32 |
| 2019 | 135.50 | 1.43% | 20.40% | 0.52% | 7.90 | 24.92 |
| 2020 | 141.80 | 1.77% | 21.00% | -0.01% | 7.90 | 22.43 |
| 2021 | 129.50 | 1.35% | 24.00% | -0.36% | 7.90 | 26.59 |
| 2022 | 174.30 | 1.00% | 22.00% | 0.25% | 7.90 | 38.20 |
| Movement schedule - Stock options | 2022 | 2021 |
|---|---|---|
| Opening balance | 306,250 | 304,750 |
| Number of options accepted | 59,350 | 55,000 |
| Number of options exercised | -48,500 | -53,500 |
| Number of options expired | 0 | 0 |
| Ending balance | 317,100 | 306,250 |
In 2022, 59,350 new stock options were granted with an exercise price of 166.35 euros per share. The fair value when granted was fixed at 2.3 million euros and is recorded in the profit and loss account over the vesting period of 4 years. In 2022 48,500 options were exercised (weighted average stock price of 157.04 euros).
At the end of 2022, the total number of outstanding stock options was 317,100. To hedge this obligation AvH had a total of 317,100 shares in portfolio at the end of 2022.
The beneficiaries of the option plans of Delen Private Bank, Bank Van Breda, Agidens and Turbo's Hoet Groep have a put option on the respective parent companies FinAx/Promofi and AvH Growth Capital (these companies have call options and a pre-emption right to prevent the shares from being transferred to third parties).
These option plans concern shares which are not listed on a stock exchange and whose value is determined in the option plan. The valuation of the option price is (depending on the option plan) based on the growth of the equity, a multiple on the growth of the consolidated profit or a market valuation of the company.
These option plans are accounted for in accordance with IFRS 2, and as such a liability is recorded in the balance sheet. The liabilities are reviewed as a result of an exercise, a regranting or modification of the parameters. These in- or decreases of the liability result respectively in a loss or profit in the income statement.
The total liability of the option plans of the fully consolidated subsidiaries as of 31 December 2022 amounts to 15,0 million euros, included in the other non-current liabilities
| Treasury shares as part of the stock option plan | 2022 | 2021 |
|---|---|---|
| Opening balance | 345,250 | 343,750 |
| Acquisition of treasury shares | 20,350 | 55,000 |
| Disposal of treasury shares | -48,500 | -53,500 |
| Ending balance | 317,100 | 345,250 |
In 2022, AvH has purchased 20,350 treasury shares in order to hedge options for the benefit of staff. Over the same period, beneficiaries of the share option plan exercised options on 48,500 AvH shares. On December 31, 2022, options were outstanding on a total of 317,100 AvH shares. In order to hedge this obligation, AvH owned the same number of treasury shares on the same date.
| Treasury shares as part of the liquidity contract | 2022 | 2021 |
|---|---|---|
| Opening balance | 1,842 | 6,467 |
| Acquisition of treasury shares | 347,174 | 211,979 |
| Disposal of treasury shares | -345,510 | -216,604 |
| Ending balance | 3,506 | 1,842 |
In addition, 347,174 AvH shares were purchased and 345,510 shares were sold in 2022 in the context of the contract that AvH entered into with Kepler Cheuvreux in order to support the liquidity of the AvH share. These transactions are initiated entirely autonomously by Kepler Cheuvreux, but as they take place on behalf of AvH, the net purchase of 1,664 AvH shares has an impact on AvH's equity. On December 31, 2022, the number of treasury shares in the portfolio in the context of this liquidity agreement amounts to 3,506.
| Treasury shares as part of the share buyback programme | 2022 | 2021 |
|---|---|---|
| Opening balance | 0 | 0 |
| Acquisition of treasury shares | 70,633 | 0 |
| Disposal of treasury shares | 0 | 0 |
| Ending balance | 70,633 | 0 |
Additionally, in October 2022, AvH announced the start of a share buyback programme of up to 70.0 million euros. The programme started on October 5, 2022 and will in principle run until the annual meeting of May 22, 2023, unless the maximum amount has been invested prior to that date. In pursuance of this plan, 70,633 shares have been purchased for a total amount of 9.6 million euros as at December 31, 2022.
| (€ 1,000) | 2022 | 2021 | |
|---|---|---|---|
| Amount of personal guarantees, given or irrevocably promised by the enterprises included in the consolidation, as security for debts or commitments | 635,278 | 315,063 | |
| and commitments of enterprises included in the consolidation | Amount of real guarantees, given or irrevocably promised by the enterprises included in the consolidation on their own assets, as security for debts | 303,463 | 588,793 |
| Goods and values, not disclosed in the balance sheet, held by third parties in their own name but at risk to and for the benefit of the enterprise | 0 | 0 | |
| Commitments to acquire fixed assets | 96,816 | 177,449 | |
| Commitments to dispose of fixed assets | 312,230 | 291,336 | |
| Rights and commitments not reflected in the balance sheet of banks (Bank Van Breda) | |||
| - Loan commitments | 610,220 | 489,579 | |
| - Financial guarantees | 49,465 | 52,181 | |
| - Repo transactions + collateral | 2,000 | 401,700 | |
The personal guarantees in 2022 are represented by 48.3 million euros in guarantees for Nextensa real estate projects and 1.2 million euros in guarantees for Agidens projects. The balance of 585.8 million euros mainly concerns guarantees entered into by AvH & subholdings relating to the sale of participations. The amount of personal guarantees given increased as a result of the sale of Anima.
The real guarantees concern 181.7 million euros in guarantees put up by Nextensa regarding the financing of its activities in land and real estate development and 113.5 million euros in the scope of Rent-A-Port development projects. The 337.5 million euros in guarantees given by Anima at year-end 2021 for real estate financing have been derecognised from the off-balance sheet commitments as a result of the deconsolidation of Anima. On balance, there remains 3.8 million euros from Agidens (financing of the headquarter) and 4.5 million euros from Biolectric (regarding the acquisition loan).
The commitments to acquire fixed assets concern options as part of stock option plans or options as part of shareholders' agreements for a total of 96.8 million euros. The agreement signed by Rent-A-Port at year-end 2021 to acquire an additional 32.6% stake in IAI was executed in 2022.
The commitments to dispose of fixed assets are for call options (including conditional options) on the assets of AvH & Growth Capital for the amount of 312.2 million euros.
The off-balance-sheet commitments of Bank Van Breda consist primarily of the unused part of loans/credit lines granted. Bank guarantees, security loans and documentary credits have also been granted to clients. These off-balance-sheet commitments are also taken into account in the assessment of the credit risk.
Bank Van Breda has also given certain real guarantees on its own behalf: in 2022, the TLTRO loan from the ECB was repaid, thus ending the pledging of bonds from the investment portfolio.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Commitments | ||
| Amount of real guarantees, given or irrevocably promised by the enterprises included in the consolidation on their own assets, as security for debts and commitments of enterprises included in the consolidation |
0 | 18,281 |
| Bank and insurance guarantees for commitments of enterprises included in the consolidation | 1,623,964 | 1,653,213 |
| Other commitments given | 35,869 | 4,870 |
| Total | 1,659,833 | 1,676,364 |
| Rights | ||
| Bank guarantees received as security for commitments to enterprises included in the consolidation | 180,335 | 310,905 |
| Other commitments received | 4,308 | 3,677 |
| Total | 184,643 | 314,582 |
Bank and insurance guarantees relate to guarantees given in connection with the performance of construction contracts. Guarantees are also given in the context of tenders. The real guarantees of DEME worth 18.3 million euros were released in 2022 as a result of the early repayment of financing of the fleet. The 'Other commitments given' refer to the 'progress guarantee' (Breyne Act) at CFE.
| 2022 | 2021 | |
|---|---|---|
| Employees | 5,732 | 6,836 |
| Workers | 3,771 | 4,074 |
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Remuneration and social charges | -795,125 | -846,764 |
| Pension expenses (defined contribution and defined benefit plans) | -23,112 | -22,998 |
| Share based payment | -2,045 | -7,928 |
| Total | -820,282 | -877,690 |
The sale of Anima resulted in a 15% decrease in headcount and 7% decrease in total personnel charges. On balance, headcount increased by 2%, mainly at DEME, and personnel charges increased by 1%.
AvH, AvH Growth Capital en AvH Singapore count for 38 employees. A pro forma headcount of 21,453 is cited in the section '2022 at a glance' (page 8). This pro forma figure comprises the staff of all participations held by the AvH group, and therefore deviates from the average headcount reported above which is based on the IFRS consolidation, which was drawn up on the basis of the consolidation scope reported in Note 2 and 3. In this pro forma presentation, all exclusive control interests are incorporated in full and the other interests proportionally.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Raw materials and consumables used | -2,260,861 | -2,088,071 |
| Changes in inventories of finished goods, raw materials & consumables | 48,720 | -4,154 |
| General and administrative expenses, including subcontracted work | -637,231 | -581,717 |
| Total | -2,849,372 | -2,673,943 |
These costs vary according to the turnover, but also depend on a number of other factors, including and more specifically in the case of DEME/CFE, the nature of the work performed (execution only, EPC, …) and its contractual structure (subcontractors, sole contractor or joint ventures, …).
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Defined benefit pension plans | -72,038 | -76,668 |
| Other pension obligations (early retirement) | -5,164 | -5,376 |
| Total pension obligations | -77,202 | -82,044 |
| Total pension assets | 2,820 | 3,467 |
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| 1. Amounts as recorded in the balance sheet | ||
| Net funded defined benefit plan (obligation) asset | -69,218 | -73,201 |
| Present value of wholly or partially funded obligations (-) | -289,860 | -358,746 |
| Fair value of plan assets | 220,642 | 285,545 |
| Defined benefit plan (obligation) asset, total | -69,218 | -73,201 |
| Liabilities (-) | -72,038 | -76,668 |
| Assets | 2,820 | 3,467 |
| Movements in plan assets (obligations) as recorded in the balance sheet | ||
| Net defined benefit plan asset (obligation) recorded in the balance sheet, opening balance | -73,201 | -73,049 |
| Increase (decrease) from business combinations/disposals | 0 | 0 |
| Net defined benefit cost recorded in the income statement | -22,034 | -21,382 |
| Net defined benefit cost recorded in 'Other Comprehensive Income' | 3,338 | 687 |
| Contributions from employer / employee | 22,515 | 20,336 |
| Other increase (decrease) | 164 | 208 |
| Net defined benefit plan asset (obligation) recorded in the balance sheet, ending balance | -69,218 | -73,201 |
| 2a. Net cost recorded in the income statement | -22,034 | -21,382 |
| Current service cost | -21,659 | -21,031 |
| Interest cost | -3,269 | -1,663 |
| Interest income on plan assets (-) | 2,679 | 1,394 |
| Past service cost | 216 | -82 |
| 2b. Net cost recorded in 'Other Comprehensive Income' | 3,338 | 687 |
| Actuarial gains/(losses) recognised in 'Other Comprehensive Income' | 80,252 | 7,189 |
| Return on plan assets, excluding interest income (-) | -75,978 | -6,455 |
| Exchange differences | 0 | 0 |
| Other | -935 | -48 |
| 3a. Movements in defined benefit plan obligations | ||
| Defined benefit plan obligations recorded in the balance sheet, opening balance | -358,746 | -368,346 |
| Increase as a result of business combinations | 0 | 0 |
| Decrease as a result of business disposals | 0 | 3,167 |
| Current service cost | -21,659 | -21,031 |
| Interest cost | -3,269 | -1,663 |
| Contributions from employee | -922 | -913 |
| Benefit payments (-) | 11,900 | 20,265 |
| Remeasurement (gains)/losses (net) | 80,252 | 7,189 |
| of which: actuarial (gains)/losses on DBO arising from changes in demographic assumptions | 325 | -7,449 |
| of which: actuarial (gains)/losses on DBO arising from changes in financial assumptions | 102,473 | 17,788 |
| of which: actuarial (gains)/losses on DBO arising from experience | -22,546 | -3,150 |
| Past service cost | 0 | 0 |
| Exchange differences | 170 | 0 |
| Other increase (decrease) | 2,414 | 2,586 |
| Defined benefit plan obligations recorded in the balance sheet, ending balance | -289,861 | -358,746 |
| 3b. Movements in plan assets Fair value of the plan assets, opening balance |
285,545 | 295,297 |
| Increase as a result of business combinations | 0 | 0 |
| Decrease through business disposals | 0 | -3,054 |
| Return on plan assets excluding interest income | -75,978 | -6,455 |
| Interest income on plan assets | 2,679 | 1,394 |
| Contributions from employer / employee | 23,327 | 21,249 |
| Benefit payments (-) | -11,900 | -20,265 |
| Exchange differences | -170 | 0 |
| Other increase (decrease) Fair value of the plan assets, ending balance |
-2,860 220,642 |
-2,621 285,545 |
| 4. Principal actuarial assumptions | ||
|---|---|---|
| Discount rate used | 3.5% | 0.9% |
| Expected rate of salary increase | 3.7% | 3.4% |
| Inflation | 2.2% | 1.9% |
| Mortality tables | MR/FR | MR/FR |
| 5. Other information | ||
| Term (in years) | 13.84 | 15.74 |
| Average actual return on plan assets | -25.16% | -1.71% |
| Expected contribution in next financial year | 20,534 | 17,750 |
| 6. Sensitivity analysis | ||
| Discount rate | ||
| 25 base point increase | -3.8% | -4.7% |
| 25 base point decrease | 2.4% | 2.9% |
| Expected rate of salary increase | ||
| 25 base point increase | 1.0% | 0.8% |
| 25 base point decrease | -2.1% | -2.8% |
AvH took out 'defined benefit' as well as 'defined contribution' pension plans. These plans are underwritten by insurers in class 21 (life insurance policies with guaranteed interest rate).
Belgian law requires that employers guarantee a minimum yield of 3.25% on their own contributions to defined contribution plans; this applies to all payments made up to 31/12/2015 and until retirement age. On January 1, 2016, the Act of December 18, 2015 came into effect. The WAP (Law on Supplementary Pensions) yield guaranteed by the employer is a 'variable' interest rate, linked to the yield on the bond market which will be defined each year as of January 1 on the basis of a formula specified in the Law on Supplementary Pensions. For the periods 2017 up to 2022, the guaranteed yield was 1.75%.
The guarantee which the employer offers under the Law on Supplementary Pensions is a secondary guarantee: the employer only has to make up the difference if the yield guaranteed by the insurer on plan assets is lower than the legally guaranteed yield.
In accordance with IAS 19R, an actuarial calculation is carried out according to the Projected Unit Credit method for the defined benefit plans. The plan assets are measured at the discounted value of the reserves, taking into account the interest rates guaranteed by the insurers. Actuarial gains and losses are reported as other comprehensive income in the equity (see the item 'Actuarial gains and losses on defined benefit pension plans' in the statement of changes in consolidated equity).
The decrease in retirement obligations is related to the evolution in the macroeconomic environment and more specifically to the evolution of the interest rates and the inflation. Per December 31, 2022, the discount rate increased to 3.5% compared to 0.9% at the end of 2021. This resulted in a very negative return on assets on the one hand and in a significant gain in the remeasurement of retirement benefit plan obligations due to change in financial assumptions on the other hand. The net positive effect was only slightly impacted by the increase of the inflation rate from 1.9% to 2.2%.
| (€ 1,000) | Financial 2022 year |
Financial 2021 year |
||||||
|---|---|---|---|---|---|---|---|---|
| Subsidiaries | participations Associated |
Other related parties |
TOTAL 2022 | Subsidiaries | participations Associated |
Other related parties |
TOTAL 2021 | |
| I. Assets with related parties - balance sheet |
||||||||
| Financial fixed assets | 0 | 4,128 | 0 | 4,128 | 0 | 11,449 | 0 | 11,449 |
| Receivables and warranties: gross amount | 0 | 4,128 | 0 | 4,128 | 0 | 11,449 | 0 | 11,449 |
| Receivables and warranties: impairments | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Amounts receivable | 21,705 | 11,966 | 4 | 33,675 | 6,913 | 7,932 | 4 | 14,848 |
| Trade debtors | 17 | 0 | 4 | 20 | 499 | 21 | 4 | 524 |
| Other receivables: gross amount | 21,689 | 11,966 | 0 | 33,654 | 6,414 | 9,891 | 0 | 16,305 |
| Other receivables: impairments | 0 | 0 | 0 | 0 | 0 | -1,981 | 0 | -1,981 |
| Banks - receivables from credit institutions & clients | 5,091 | 0 | 0 | 5,091 | 5,091 | 0 | 0 | 5,091 |
| Deferred charges & accrued income | 6,819 | 390 | 0 | 7,209 | 8,497 | 609 | 0 | 9,106 |
| Total | 33,616 | 16,484 | 4 | 50,103 | 20,501 | 19,989 | 4 | 40,494 |
| II. Liabilities with related parties - balance sheet |
||||||||
| Financial debts | 0 | 0 | 0 | 0 | 30,787 | 0 | 0 | 30,787 |
| Subordinated loans | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other financial debts | 0 | 0 | 0 | 0 | 30,787 | 0 | 0 | 30,787 |
| Other debts | 155 | 150 | 0 | 305 | 30 | 150 | 0 | 180 |
| Trade payables | 152 | 0 | 0 | 152 | 12 | 0 | 0 | 12 |
| Other amounts payable | 3 | 150 | 0 | 153 | 18 | 150 | 0 | 168 |
| Banks - debts to credit institutions, clients & securities |
79,614 | 0 | 0 | 79,614 | 151,033 | 0 | 0 | 151,033 |
| Accrued charges and deferred income | 0 | 0 | 0 | 0 | 1,209 | 0 | 0 | 1,209 |
| Total | 79,769 | 150 | 0 | 79,919 | 183,059 | 150 | 0 | 183,209 |
| III. Transactions with related parties - income statement |
||||||||
| Revenue | 65,972 | 125 | 3 | 66,100 | 61,872 | 445 | 3 | 62,319 |
| Rendering of services | 2,887 | 35 | 3 | 2,925 | 2,232 | 75 | 3 | 2,311 |
| Real estate revenue | 20 | 0 | 0 | 20 | 48 | 0 | 0 | 48 |
| Interest income of banking activities | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Commissions receivable of banking activities | 63,040 | 0 | 0 | 63,040 | 59,567 | 0 | 0 | 59,567 |
| Revenue from construction contracts | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Other operating revenue | 25 | 90 | 0 | 115 | 25 | 369 | 0 | 394 |
| Operating expenses (-) | -173 | 0 | 0 | -173 | -88 | 0 | 0 | -88 |
| Raw materials, consum., services & subcontracted work (-) | -173 | 0 | 0 | -173 | -88 | 0 | 0 | -88 |
| Interest expenses Bank Van Breda (-) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Impairment losses (-) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Financial result | 3,689 | 996 | 0 | 4,685 | -832 | 1,568 | 0 | 736 |
| Interest income | 3,689 | 996 | 0 | 4,685 | 1,118 | 1,568 | 0 | 2,686 |
| Interest expenses | 0 | 0 | 0 | 0 | -1,950 | 0 | 0 | -1,950 |
The loans that AvH (and subholdings) have granted to participations that are not fully consolidated are included in the above table. The interest rate charged for these intra-group loans is at arm's length. The same applies for financing loans that Nextensa, Rent-A-Port and Green Offshore grant to their equity-method participations (or receive from them, as is the case at Rent-A-Port).
Through the full consolidation of Bank Van Breda and the inclusion of Delen Private Bank using the equity method, the commercial paper of Bank Van Breda held by Delen Private Bank (71.8 million euros) and the time deposits (7.8 million euros) are reported as a debt of Bank Van Breda to a related party.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Assets with related parties CFE-DEME | 213,973 | 144,286 |
| Non current financial assets | 162,467 | 109,788 |
| Trade and other receivables | 45,190 | 29,043 |
| Other current assets | 6,316 | 5,455 |
| Liabilities with related parties CFE-DEME | 48,296 | 35,781 |
| Other non current liabilities | 13,666 | 15,061 |
| Trade and other liabilities | 34,630 | 20,720 |
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Revenues and expenses with related parties CFE-DEME | 281,050 | 229,758 |
| Revenue and revenue from auxiliary activities | 303,068 | 242,452 |
| Purchases and other operating expenses | -28,822 | -17,505 |
| Net financial income/(expense) | 6,804 | 4,811 |
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Remuneration of the directors | ||
| Tantièmes at the expense of AvH | 630 | 605 |
| Remuneration of the members of the executive committee | ||
| Fixed remuneration | 3,548 | 3,079 |
| Variable remuneration | 6,798 | 3,395 |
| Share based payment | 1,862 | 1,059 |
| Group and hospitalisation insurance | 572 | 367 |
| Benefits in kind (company car) | 38 | 33 |
| (€ 1,000) | AvH | Subsidiaries (1) | Total 2022 | AvH | Subsidiaries (1) | Total 2021 |
|---|---|---|---|---|---|---|
| The statutory mandate | 71 | 3,227 | 3,298 | 66 | 2,562 | 2,628 |
| Special missions | ||||||
| - Other control missions | 0 | 331 | 331 | 14 | 212 | 226 |
| - Tax advice | 6 | 416 | 422 | 6 | 419 | 425 |
| - Other missions than statutory | 9 | 86 | 95 | 8 | 70 | 79 |
| Total | 86 | 4,060 | 4,146 | 94 | 3,263 | 3,358 |
(1) Including jointly controlled subsidiaries accounted for using the equity method.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Net consolidated result, group share (€ 1,000) | 708,655 | 406,814 |
| Weighted average number of shares (1) | 33,127,739 | 33,148,250 |
| Earnings per share (€) | 21.39 | 12.27 |
| Net consolidated result, group share (€ 1,000) | 708,655 | 406,814 |
| Weighted average number of shares (1) | 33,127,739 | 33,148,250 |
| Impact stock options | 34,772 | 34,242 |
| Adjusted weighted average number of shares | 33,162,510 | 33,182,491 |
| Diluted earnings per share (€) | 21.37 | 12.26 |
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Net consolidated result from continuing operations, group share (€ 1,000) | 705,834 | 406,964 |
| Weighted average number of shares (1) | 33,127,739 | 33,148,250 |
| Earnings per share (€) | 21.31 | 12.28 |
| Net consolidated result from continuing operations, group share (€ 1,000) | 705,834 | 406,964 |
| Weighted average number of shares (1) | 33,127,739 | 33,148,250 |
| Impact stock options | 34,772 | 34,242 |
| Adjusted weighted average number of shares | 33,162,510 | 33,182,491 |
| Diluted earnings per share (€) | 21.28 | 12.26 |
(1) Based on number of shares issued, adjusted for treasury shares in portfolio
A dividend of EUR 3.10 per share will be proposed for approval to the ordinary general meeting of shareholders which will take place on 22 May 2023.
| (€ 1,000) | 2022 | 2021 |
|---|---|---|
| Dividend on ordinary shares distributed in: | ||
| - Final dividend 2021: 2.75 euros per share | -91,085 | -77,890 |
| (€ 1,000) | |
|---|---|
| Dividend on ordinary shares: | |
| - Final dividend 2022: 3.10 euros per share (1) | -103,840 |
(1) Maximum amount of dividend, based upon the total number of shares, without taking into account the treasury shares.
| 2022 | 2021 | |
|---|---|---|
| Gross | 3.1000 | 2.7500 |
| Net (witholding tax 30%) | 2.1700 | 1.9250 |
Early February 2023, after a successful collaboration of more than 30 years, AvH sold its 50% participation in Telemond to the German family Maas, its long-term partner. This sale earned AvH a cash revenue of 55 million euros and a capital gain of 19 million euros.
AvH is proud to have been selected as one of the 20 companies in the new BEL ESG Index, which was launched by Euronext on February 15. This sustainability index monitors the 20 companies listed in Brussels with the best ESG practices (Environmental, Social & Governance). This selection acknowledges AvH for the way in which it develops its ESG policy and takes related initiatives.
Independent auditor's report to the general meeting of Ackermans & van Haaren NV for the year ended December 31, 2022.
In the context of the statutory audit of the Consolidated Financial Statements of Ackermans & van Haaren NV (the "Company") and its subsidiaries (together the "Group"), we report to you as statutory auditor. This report includes our opinion on the consolidated statement of the financial position as at 31 December 2022, the consolidated statement of income and consolidated statement of comprehensive income, the realized and un-realized results, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year ended 31 December 2022 and the disclosures (all elements together the "Consolidated Financial Statements") and includes as well our report on other legal and regulatory requirements. These two reports are considered as one report and are inseparable.
We have been appointed as statutory auditor by the shareholders' meeting of 23 May 2022, in accordance with the proposition by the Board of Directors following recommendation of the Audit Committee. Our mandate expires at the shareholders' meeting that will deliberate on the Consolidated Financial Statements for the year ending 31 December 2024. We performed the audit of the Consolidated Financial Statements of the Group during 22 consecutive years. As a result of the legislation regarding the rotation of audit offices, we need to resign as statutory auditor of the company after the audit of the accounting year ending on 31 December 2023.
We have audited the Consolidated Financial Statements of Ackermans & van Haaren NV, that comprise of the consolidated statement of the financial position as at 31 December 2022, the consolidated statement of income and consolidated statement of comprehensive income , the consolidated statement of changes in equity and the consolidated statement of cash flows for the year ended for the year ended 31 December 2022 and the disclosures, which show a consolidated balance sheet total of € 17,676,517,(000) and of which the consolidated income statement shows a profit for the year (attributable to the owners of the Company) of € 708,655,(000).
In our opinion, the Consolidated Financial Statements give a true and fair view of the consolidated net equity and financial position as at 31 December 2022, and of its consolidated results for the year then ended, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("IFRS") and with applicable legal and regulatory requirements in Belgium.
We conducted our audit in accordance with International Standards on Auditing ("ISAs"). Our responsibilities under those standards are further described in the "Our responsibilities for the audit of the consolidated financial statements" section of our report.
We have complied with all ethical requirements that are relevant to our audit of the Consolidated Financial Statements in Belgium, including those with respect of independence.
We have obtained from the Board of Directors and the officials of the Company the explanations and information necessary for the performance of our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting period.
These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters.
• Description of the key audit matter
For the majority of its contracts (hereafter the "contracts" or the "projects"), the Group recognizes revenue and profit on the stage of completion based on the proportion of contract costs incurred for the work performed to the balance sheet date, relative to the estimated total costs of the contract at completion. The recognition of revenue and profit therefore relies on estimates in relation to the forecast total costs on each contract. Cost contingencies may also be included in these estimates to take account of specific uncertain risks, or disputed claims against the Group, arising within each contract. The revenue on contracts may also include variations and claims, which are recognized on a contract-by-contract basis when the additional contract revenue can be measured reliably.
Revenue recognition and contract accounting often involves a high degree of judgment due to the complexity of projects, uncertainty about costs to complete and uncertainty about the outcome of discussions with clients on variation orders and claims. This is a key audit matter because there is a high degree of risk and related management judgement in estimating the amount of revenue and associated profit or loss to be recognized, and changes to these estimates could give rise to important variances.
with prior project estimates and assessed consistency with the developments of the project during the year.
The methodology applied in recognizing revenue and contract accounting is set out in note 1 (IFRS valuation rules) and note 15 (Inventories and construction contracts) to the Consolidated Financial Statements.
• Description of the key audit matter
DEME operates its global business across a variety of countries subject to different tax regimes. The taxation of its operations can be subject to judgements and might result in diverging views of local tax authorities and that may span multiple years to get resolved. Where the amount of tax payable is uncertain, management establishes an accrual based on its best estimate of the probable amount to settle the liability. Management exercises significant judgement in assessing the liability for uncertain tax positions at balance sheet date and changes to these estimates could give rise to important variances.
• Description of the key audit matter
The valuation of the land positions and the incurred constructions costs for residential property developments are based on the historical cost or lower net realizable value. The assessment of the net realizable values involves assumptions relating to future market developments, permit decisions of governmental bodies, discount rates and future changes in costs and selling prices. These estimates involve various terms and are sensitive to scenarios and assumptions used and involve as such significant management judgement. Risk exists that potential impairments of inventories are not appropriately accounted for in the Consolidated Financial Statements.
Revenues and results are recognized to the extent that components (housing units) have been sold and based on the percentage of completion of the development. The recognition of revenue and profit therefore relies on estimates in relation to the forecasted total costs on each project.
This often involves a high degree of judgement due to the complexity of projects and uncertainty about costs to complete. This is a key audit matter because there is a high degree of risk associated with estimating the amount of revenue and related profit to be recognized for the period and changes to these estimates could give rise to important variances.
Refer to note 1 (IFRS valuation rules) and note 15 (inventories and construction contracts)
• Description of the key audit matter
The net portfolio of loans and advances to customers amounted to € 6,188 million as at 31 December 2022. Loans and advances to customers are measured at amortized cost, net of the allowance for loan losses (€ 28.86 million, including committed loans not (yet) recognised in the balance sheet).
Certain aspects of the accounting for allowance for loan losses require significant judgement by management, such as the identification of loans and advances to customers that are deteriorating, the assessment of objective evidence for impairment, the value of collateral and the estimation of the recoverable amount.
The use of different modeling techniques and assumptions can lead to considerably different estimates of impairments for credit losses.
Due to the significance of loans and advances to customers and the related estimation uncertainty, the valuation of loans and advances to customers is considered as a key audit matter.
The following audit procedures were performed, amongst others:
• Description of the key audit matter
As per 31 December 2022 the Group presents Investment property for a total amount of € 1,279 million on its balance sheet.
In accordance with the accounting policies and IAS 40 standard "Investment property", investment property is valued at fair value, and the changes in the fair value of investment property are recognized in the income statement.
The fair value of investment properties belongs to the level 3 of the fair value hierarchy defined within the IFRS 13 standard "Fair Value Measurement". Some parameters used for valuation purposes are based on data that can be observed to a limited extent (discount rate, future occupancy rate, …) and therefore require judgment of management.
The audit risk appears in the valuation of these investment properties and is therefore a key audit matter.
The group uses external appraisers to make an estimate of the fair value of the investment properties of the Group, with the support of internal real estate valuation specialists, the valuation reports were evaluated. More precisely we have:
• Reference to information or notes in the Consolidated Financial statements
Assessment of the appropriateness of the information on the fair value of the investment properties disclosed in note 1 (IFRS valuation rules) and note 10 (Investment property at fair value) of the Consolidated Financial Statements.
Different companies within the group use interest rate swaps (IRS) to hedge its interest rate risk on its variable rate debts. The measurement of the derivatives at fair value is an important source of volatility of the result and/or the shareholders' equity. As a matter of fact. In accordance with IFRS 9 "Financial Instruments: Recognition and Measurement", these derivatives are valued at fair value (considered to belong to the level 2 of the fair value hierarchy defined by IFRS 13 "Fair Value Measurement"). The changes in fair value are recognized in the income statements except for those IRS for which the Company applies hedge accounting ("cash-flow hedging"), which allows to classify most of the changes in fair value in the caption of the shareholders' equity ("Hedge reserves"). The audit risk appears on the one hand in the complexities involved in determining the fair value of these derivatives and on the other hand in the correct application of hedge accounting for the IRS contracts that were classified by the Group as cash flow hedges and are therefore a key audit matter.
• Summary of audit procedures performed
As per 31 December 2022 the Group presents goodwill for a total amount of € 320 million on its balance sheet.
The impairment analysis is yearly performed by management based on different factors such as (i) stock exchange share prices, (ii) equity values, (iii) discounted cash flow analysis ("DCF analysis") of the underlying participations based on forecasts approved by the board of directors of the companies and (iv) sales prices based on ongoing negotiations. This requires assessment and valuation of the assumptions used by management, such as the underlying recoverable value of the participation. The determination of the future cash flows of the cash generating units ("CGU") and of the used discount rate is complex and subjective. Changes in these assumptions can result in material deviations in the value-in-use calculations, which influences the potential impairment loss to be recorded on goodwill.
Assessment of the appropriateness of the information on the financial instruments disclosed in note 1 (IFRS valuation rules – principles of consolidation) and note 8 (Goodwill) to the Consolidated Financial Statements.
A large number of companies are accounted for using the equity method in the Consolidated Financial Statements of the Group. Per 31 December 2022 this amounts to € 1,845 million in the balance sheet and they contribute for € 244 million in the consolidated result of the year. The information on participations accounted for using the equity method is included in note 11 to the Consolidated Financial Statements.
The risks exists that key audit matters are related to those companies which are significant to the Consolidated Financial Statements of the Group.
Delen Private Bank has acquired clientele, as a result of several acquisitions, which are included under intangible fixed assets, the majority of the purchased clientele is considered as intangible assets with an indefinite useful life. The statistical data from the past show that only a limited part of the purchased clientele has a definite useful life. With each acquisition of clientele, on the basis of the statistics, it is determined how much of the purchased clientele is to be considered as an intangible fixed asset with a certain useful life, which is amortized pro rata over this useful life. The remainder is not amortized. Management conducts an annual impairment analysis on the basis of its own developed model for both clientele with a definite and indefinite useful life, whereby the purchased clientele is subdivided per group office.
The valuation of the purchased clientele is complex and requires estimates from the management. The valuation of the clientele is based on the assets entrusted by the clientele (Assets under management, hereinafter "AuMs") that represents the purchased clientele on which a factor is applied.
A change in these parameters or the use of erroneous data would have an important impact on the valuation of the purchased clientele.
For these reasons, the valuation of the activated, acquired clientele is a key audit matter.
With regard to the valuation of the activated, acquired clientele of Delen Private Bank, the following audit procedures were carried out:
With respect to the key audit matters in the balance sheets of the companies accounted for using the equity method, the following audit procedures were performed, amongst others:
The Board of Directors is responsible for the preparation of the Consolidated Financial Statements that give a true and fair view in accordance with IFRS and with applicable legal and regulatory requirements in Belgium and for such internal controls relevant to the preparation of the Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of Consolidated Financial Statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, and provide, if applicable, information on matters impacting going concern, The Board of Directors should prepare the financial statements using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company or to cease business operations, or has no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.
In performing our audit, we comply with the legal, regulatory and normative framework that applies to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake the Company's and the Group's business operations. Our responsibilities with regards to the going concern assumption used by the board of directors are described below.
As part of an audit in accordance with ISAs, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks:
Board of Directors as well as the underlying information given by the Board of Directors;
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities.
We provide the Audit Committee within the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Audit Committee within the Board of Directors, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our report, unless the law or regulations prohibit this.
The Board of Directors is responsible for the preparation and the content of the Board of Directors' report on the Consolidated Financial Statements, the nonfinancial information attached to the Board of Directors' report, and other information included in the annual report.
In the context of our mandate and in accordance with the additional standard to the ISAs applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors' report on the Consolidated Financial Statements, the non-financial information attached to the Board of Directors' report, and other information included in the annual report, as well as to report on these matters.
In our opinion, after carrying out specific procedures on the Board of Directors' report, the Board of Directors' report is consistent with the Consolidated Financial Statements and has been prepared in accordance with article 3:32 of the Code of companies and associations.
In the context of our audit of the Consolidated Financial Statements, we are also responsible to consider whether, based on the information that we became aware of during the performance of our audit, the Board of Directors' report and other information included in the annual report, being:
contain any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material inconsistencies to be reported.
The non–financial information required by article 3:32, § 2, of the Code of companies and associations has been included in the Board of Directors' report on the Consolidated Financial Statements. The Company has prepared this nonfinancial information based on the Global Reporting Initiative ("GRI") reporting framework. However, we do not comment on whether this non-financial information has been prepared, in all material respects, in accordance with the GRI reporting framework.
Our audit firm and our network have not performed any services that are not compatible with the audit of the Consolidated Financial Statements and have remained independent of the Company during the course of our mandate.
The fees related to additional services which are compatible with the audit of the Consolidated Financial Statements as referred to in article 3:65 of the Code of companies and associations were duly itemized and valued in the notes to the Consolidated Financial Statements.
This report is consistent with our supplementary declaration to the audit committee as specified in article 11 of the regulation (EU) nr. 537/2014.
Diegem, March 30, 2023
EY Bedrijfsrevisoren BV
Statutory auditor, Represented by
Christel Weymeersch - Partner*
* Acting on behalf of a BV/SRL
23CW0100
In accordance with article 3:17 CCA, the statutory annual accounts of Ackermans & van Haaren, are presented in short form. In accordance with article 3:10 and 3:12 CCA, the full annual accounts, the annual report of the board of directors and the report of the statutory auditor are filed with the National Bank of Belgium.
The statutory auditor has given an unqualified opinion regarding the statutory accounts.
The annual accounts, the annual report of the board of directors and the report of the statutory auditor are available at the registered office of the company upon simple request.
The statutory annual accounts are prepared in accordance with the Belgian General Accounting Principles.
Address: Begijnenvest 113 - 2000 Antwerp, Belgium Phone: +32 3 231 87 70 - E-mail: [email protected]
| (€ 1,000) | Note | 2022 | 2021 | 2020 |
|---|---|---|---|---|
| Fixed assets | 2,091,261 | 2,076,142 | 1,916,677 | |
| I. Formation expenses | ||||
| II. Intangible assets | 64 | 28 | 0 | |
| III. Tangible assets | (1) | 8,861 | 8,994 | 9,331 |
| A. Land and buildings | 7,227 | 7,559 | 6,024 | |
| C. Furniture and vehicles | 1,634 | 1,435 | 1,450 | |
| D. Leasing and other similar rights | 0 | 1 | 2 | |
| E. Other tangible assets | 0 | 0 | 1,856 | |
| F. Assets under construction and advanced payments | ||||
| IV. Financial assets | 2,082,336 | 2,067,120 | 1,907,346 | |
| A. Affiliated enterprises | (2) | 1,769,748 | 1,781,619 | 1,638,098 |
| 1. Participating interests | 1,734,908 | 1,762,644 | 1,618,215 | |
| 2. Amounts receivable | 34,840 | 18,976 | 19,883 | |
| B. Other enterprises linked by participating interests | (3) | 271,112 | 259,568 | 252,080 |
| 1. Participating interests | 271,112 | 259,568 | 252,080 | |
| 2. Amounts receivable | 0 | 0 | 0 | |
| C. Other financial assets | 41,476 | 25,933 | 17,168 | |
| 1. Shares | 41,474 | 25,925 | 17,160 | |
| 2. Amounts receivable and cash guarantees | 2 | 8 | 8 | |
| Current assets | 476,316 | 138,067 | 122,669 | |
| V. Amounts receivable after more than one year | 0 | 0 | 10,000 | |
| A. Trade receivables | ||||
| B. Other amounts receivable | 0 | 0 | 10,000 | |
| VI. Stocks and contracts in progress | ||||
| A. Stocks | ||||
| 1. Raw materials and consumables | ||||
| 2. Work in progress | ||||
| 3. Finished goods | ||||
| 4. Goods purchased for sale | ||||
| 5. Immovable property acquired or constructed for resale 6. Advance payments |
||||
| B. Contracts in progress | ||||
| VII. Amounts receivable within one year A. Trade receivables |
14,535 1,235 |
63,986 1,224 |
54,585 1,199 |
|
| B. Other amounts receivable | (4) | 13,300 | 62,762 | 53,386 |
| (5) | ||||
| VIII. Investments A. Treasury shares |
420,823 47,731 |
54,975 40,385 |
51,592 38,504 |
|
| B. Other investments and deposits | 373,092 | 14,590 | 13,088 | |
| IX. Cash at bank and in hand | 38,259 | 17,882 | 5,216 | |
| X. Deferred charges and accrued income | 2,699 | 1,224 | 1,276 | |
| Total assets | 2,567,577 | 2,214,209 | 2,039,346 |
| (€ 1,000) | Note | 2022 | 2021 | 2020 |
|---|---|---|---|---|
| Equity | (6) | 2,328,644 | 2,062,930 | 1,920,565 |
| I. Capital | 2,295 | 2,295 | 2,295 | |
| A. Issued capital | 2,295 | 2,295 | 2,295 | |
| B. Uncalled capital (-) | ||||
| II. Share premium account | 111,612 | 111,612 | 111,612 | |
| III. Revaluation surplus | ||||
| IV. Reserves | 136,656 | 123,576 | 115,258 | |
| A. Legal reserve | 248 | 248 | 248 | |
| B. Reserves not available for distribution | 47,766 | 40,420 | 38,539 | |
| 1. Own shares | 47,731 | 40,385 | 38,504 | |
| 2. Other | 35 | 35 | 35 | |
| C. Untaxed reserves | ||||
| D. Reserves available for distribution | 88,642 | 82,908 | 76,471 | |
| V. Profit carried forward | 2,078,081 | 1,825,447 | 1,691,399 | |
| Loss carried forward (-) | ||||
| VI. Investment grants | ||||
| Provisions and deferred taxation | 10,742 | 0 | 0 | |
| VII. A. Provisions for liabilities and charges | 10,742 | 0 | 0 | |
| 1. Pensions and similar obligations | 0 | 0 | 0 | |
| 2. Taxation | ||||
| 3. Major repairs and maintenance | ||||
| 4. Other liabilities and charges | (7) | 10,742 | ||
| B. Deferred taxation | ||||
| Creditors | 228,191 | 151,279 | 118,781 | |
| VIII. Amounts payable after more than one year | 0 | 0 | 1 | |
| A. Financial debts | 0 | 0 | 1 | |
| B. Trade debts | ||||
| C. Advances received on contracts in progress | ||||
| D. Other amounts payable | ||||
| IX. Amounts payable within one year | 227,571 | 150,979 | 118,616 | |
| A. Current portion of amounts payable after more than one year | 0 | 1 | 1 | |
| B. Financial debts | (8) | 113,857 | 53,506 | 36,758 |
| 1. Credit institutions | ||||
| 2. Other loans | 113,857 | 53,506 | 36,758 | |
| C. Trade debts | 1,162 | 727 | 225 | |
| 1. Suppliers | 1,162 | 727 | 225 | |
| E. Taxes, remuneration and social security | 6,586 | 3,868 | 2,357 | |
| 1. Taxes | 53 | 73 | 127 | |
| 2. Remuneration and social security | 6,533 | 3,795 | 2,230 | |
| F. Other amounts payable | (9) | 105,966 | 92,878 | 79,275 |
| X. Accrued charges and deferred income | 620 | 300 | 164 | |
| Total liabilities | 2,567,577 | 2,214,209 | 2,039,346 |
| (€ 1,000) | Note | 2022 | 2021 | 2020 |
|---|---|---|---|---|
| Charges | ||||
| A. Interests and other debt charges | 218 | 36 | 176 | |
| B. Other financial charges | 1,023 | 1,067 | 1,041 | |
| C. Services and other goods | 14,748 | 10,350 | 8,826 | |
| D. Remuneration, social security costs and pensions | 3,017 | 2,585 | 2,279 | |
| E. Other operating charges | 282 | 259 | 213 | |
| F. Depreciation of and other amounts written off on formation expenses, intangible and tangible assets | 692 | 682 | 651 | |
| G. Amounts written off | (10) | 1,355 | 11,011 | 4,540 |
| 1. Financial assets | 0 | 0 | 1,571 | |
| 2. Current assets | 1,355 | 11,011 | 2,969 | |
| H. Provisions for liabilities and charges | (7) | 10,742 | 0 | 0 |
| I. Loss on disposal of | (11) | 2,316 | 46,479 | 7,183 |
| 1. Intangible and tangible assets | 8 | 0 | 0 | |
| 2. Financial assets | 0 | 18,469 | 4,097 | |
| 3. Current assets | 2,307 | 28,010 | 3,086 | |
| J. Extraordinary charges | 0 | 0 | 0 | |
| K. Income taxes | 96 | 84 | 147 | |
| L. Profit for the period | 370,748 | 234,382 | 10,321 | |
| M. Transfer to the untaxed reserves | ||||
| N. Profit for the period available for appropriation | 370,748 | 234,382 | 10,321 | |
| Appropriation account | ||||
| A. Profit to be appropriated | 2,196,195 | 1,925,781 | 1,852,459 | |
| 1. Profit for the period available for appropriation | 370,748 | 234,382 | 10,321 | |
| 2. Profit brought forward | 1,825,447 | 1,691,399 | 1,842,138 | |
| Total | 2,196,195 | 1,925,781 | 1,852,459 |
| (€ 1,000) | Note | 2022 | 2021 | 2020 |
|---|---|---|---|---|
| Income | ||||
| A, Income from financial assets | 127,759 | 116,124 | 23,572 | |
| 1. Dividends | (12) | 126,035 | 114,687 | 22,116 |
| 2. Interests | 1,230 | 599 | 544 | |
| 3. Tantièmes | 493 | 838 | 912 | |
| B. Income from current assets | 2,461 | 2,191 | 1,878 | |
| C. Other financial income | 119 | 0 | 0 | |
| D. Income from services rendered | 1,938 | 2,030 | 1,995 | |
| E. Other operating income | 198 | 359 | 377 | |
| F. Write back to depreciation of and to other amounts written off intangible and tangible assets | ||||
| G. Write back to amounts written off | (10) | 701 | 46,764 | 7,009 |
| 1. Financial assets | 0 | 20,004 | 7,003 | |
| 2. Current assets | 701 | 26,760 | 6 | |
| H. Write back to provisions for liabilities and charges | 0 | 0 | 0 | |
| I. Gain on disposal of | (13) | 271,777 | 139,467 | 196 |
| 1. Tangible and intangible assets | 27 | 14 | 5 | |
| 2. Financial assets | 271,350 | 139,022 | 18 | |
| 3, Current assets | 399 | 431 | 172 | |
| J, Extraordinary income | 275 | 0 | 348 | |
| K. Regularisation of income taxes and write back to tax provisions | 11 | |||
| L. Loss for the period | 0 | 0 | 0 | |
| M. Transfer from untaxed reserves | ||||
| N. Loss for the period available for appropriation | 0 | 0 | 0 | |
| Appropriation account | ||||
| C. Transfers to capital and reserves | 13,080 | 8,317 | 5,504 | |
| 3. To other reserves | 13,080 | 8,317 | 5,504 | |
| D. Result to be carried forward | 2,078,081 | 1,825,447 | 1,691,399 | |
| 1. Profit to be carried forward | 2,078,081 | 1,825,447 | 1,691,399 | |
| F. Distribution of profit | 105,035 | 92,017 | 155,556 | |
| 1. Dividends | 103,840 | 91,085 | 154,703 | |
| 2. Tantièmes | 836 | 630 | 605 | |
| 3. Profit premium for employees | 358 | 302 | 248 | |
| Total | 2,196,195 | 1,925,781 | 1,852,459 |
AvH has reported the information cited in this GRI content index for the period January 1, 2022 to December 31 2022 with reference to the GRI Standards (cfr. GRI 1: Foundation 2021).
| GRI standard | Disclosure | Location |
|---|---|---|
| GRI 2: General Disclosures (edition 2021) |
2-1 Organizational details | Legal name: Ackermans & van Haaren (See 'Cover') Nature of ownership: listed on Euronext Brussels (BEL20) and with solid family ties (See 'Mission') Legal status: Public limited company (See 'Cover' at the back – reference to 'NV') Location head office: Antwerp (See 'Cover' at the back) Countries of operation: See '2022 at a glance - Economic footprint of the AvH group', operations in Europe, India and Southeast Asia |
| 2-2 Entities included in the organization's sustainability reporting |
Reporting perimeter: See 'Sustainability report: 7.3. ESG reporting and reference models; section Reporting perimeter' |
|
| 2-3 Reporting period, frequency and contact point | Reporting period: identical to financial reporting (= 2022, See 'cover') Frequency: annually Contact person: See 'contact' on last page |
|
| 2-4 Restatements of information | No 'restatements' for the previous reporting period | |
| 2-5 External assurance | No | |
| 2-6 Activities, value chain and other business relationships |
Sector: independent, diversified group (See 'Mission') Description value chain: - See 'Sustainability report: 1. Your partner for sustainable growth' - See 'Activity report' with overview per segment and company - See 'Note 2 from the Financial Statements: Subsidiaries and jointly controlled subsidiaries' - See 'Note 3 from the Financial Statements: Associated participating interests' Other business relations: See 'Note 27 from the Financial Statements: Financial assets' Significant changes compared to previous reporting period: See 'Note 4 from the Financial Statements: Business combinations & disposals' |
|
| 2-7 Employees | See 'Sustainability report: 5. AvH as a sustainable company' (total headcount at end of the reporting period, by region & m/f) |
|
| 2-8 Workers who are not employees | - Members of the executive committee have a status as self-employed - One IT consultant (Filip Portael) works on an independent basis |
|
| 2-9 Governance structure and composition | See 'Corporate governance statement: 1. General and 2. Board of Directors'. There is no presence of underrepresented social groups on the Board of Directors. |
|
| 2-10 Nomination and selection of the highest governance body |
See 'Corporate governance charter: 2.3.2. (Re)nomination procedure': www.avh.be/sites/avh/files/2023-02/avh-corporate-governance charter-2022-nl.pdf See 'Corporate governance statement: 5. Nomination committee' See 'Corporate governance statement: 2. Board of Directors - 7. Diversity policy' |
|
| 2-11 Chair of the highest governance body | See 'Corporate governance statement: 2. Board of Directors - 2.1. Composition' |
|
| 2-12 Role of the highest governance body in overseeing the management of impacts |
See 'Corporate governance statement: 2. Board of Directors - 2.4. Activity report' |
|
| 2-13 Delegation of responsibility for managing impacts | Not applicable | |
| 2-14 Role of the highest governance body in sustainability reporting |
See 'Sustainability report: 7.2. Internal organisation ' |
| 2-15 Conflicts of interest | See 'Corporate governance statement: 2. Board of Directors - 2.5. Code of conduct regarding conflicts of interest' |
||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2-16 Communication of critical concerns ('whistleblower') |
See 'Corporate governance statement: 2. Board of Directors - 8.3.1 Control assessment' |
||||||||
| 2-17 Collective knowledge of the highest governance body |
See 'Sustainability report: 7.2. Internal organisation' | ||||||||
| 2-18 Evaluation of the performance of the highest governance body |
See 'Corporate governance charter: 2.10. Assessment': www.avh.be/sites/avh/files/2023-02/avh-corporate-governance charter-2022-nl.pdf See 'Corporate governance statement: 2. Board of Directors' |
||||||||
| 2-19 Remuneration policies | See 'Remuneration report: 7.4. Wage tension and 7.5. Gender pay gap' | ||||||||
| 2-20 Process to determine remuneration | See 'Corporate governance charter: 2.9 Remuneration policy, 3.3. Remuneration committee and 4.6.Remuneration policy executive committee': www.avh.be/sites/avh/files/2023-02/avh-corporate governance-charter-2022-nl.pdf See 'Remuneration report' |
||||||||
| 2-21 Annual total compensation ratio | See minutes 'Annual General Meeting' See 'Remuneration report' |
||||||||
| 2-22 Statement on sustainable development strategy | See 'Sustainability report: 1. Your partner for sustainable growth' | ||||||||
| 2-23 Policy commitments | The following policy commitments have been approved at board level: - Investment exclusion policy: See 'Sustainability report: 3.2. Responsible investment policy – Exclusion policy' and link: https://www.avh.be/sites/avh/files/2023-02/avh-exclusion-policy-uk.pdf - Integrity code: See 'Sustainability report: 3.2. Responsible investment policy – Integrity code' and link: https://www.avh.be/sites/avh/files/2023-02/avh integriteitscode-2022-uk.pdf - ESG policy: See 'Sustainability report: 7. ESG policy and methodology of AvH |
||||||||
| 2-24 Embedding policy commitments | Idem 2-23 | ||||||||
| 2-25 Processes to remediate negative impacts | See Integrity policy: https://www.avh.be/sites/avh/files/2023-02/avh integriteitscode-2022-uk.pdf |
||||||||
| 2-26 Mechanisms for seeking advice and raising concerns | See Integrity policy: https://www.avh.be/sites/avh/files/2023-02/avh integriteitscode-2022-uk.pdf |
||||||||
| 2-27 Compliance with laws and regulations | No fines or non-monetary sanctions | ||||||||
| 2-28 Membership associations | Belgian Venture Capital & Private Equity Association (BVA) and Invest Europe |
||||||||
| 2-29 Approach to stakeholder engagement | See 'Sustainability report: 7.1 Focus on material topics – stakeholders dialogue' |
||||||||
| 2-30 Collective bargaining agreements | See 'Sustainability report: 5.2 Talent development': AvH complies with the applicable sectoral CLAs and even goes further in certain respects |
||||||||
| GRI 3: Material Topics (edition 2021) |
3-1 Process to determine material topics | See 'Sustainability report: 7.1 Focus on material topics' | |||||||
| 3-2 List of material topics | See 'Sustainability report: 7.1 Focus on material topics' | ||||||||
| 3-3 Management of material topics | See 'Sustainability report: 7.1 Focus on material topics' | ||||||||
| Material topic - Responsible ownership | |||||||||
| ESG policy at portfolio companies |
No relevant GRI indicators | Not applicable | |||||||
| GRI 305: Emissions (edition 2016) |
305-3 Other indirect (Scope 3) CO2 emissions (= companies in investment portfolio) |
See 'Sustainability report: 4.3 CO2 emissions investment portfolio ' | |||||||
| 305-5 Reduction of CO2 emissions | Idem 305-3 | ||||||||
| Material topic - Corporate governance | |||||||||
| Corporate governance charters and relevant portfolio companies |
No relevant GRI indicators | Not applicable | |||||||
| Corporate governance AvH NV and subholdings |
See GRI indicators 2-9 to 2-18 above | Idem 2-9 till 2-18 | |||||||
| Material topic - Business ethics | |||||||||
| GRI 205: Anti-corruption (edition 2016) |
205-2 Communication and training about anti-corruption policies and procedures |
See 'Sustainability report: 3.2 Responsible investment policy: Integrity policy' | |||||||
| Material topic - Financial resilience and long term return | ||
|---|---|---|
| GRI 201: Economic Performance (edition 2016) |
201-1 Direct economic value generated and distributed | See 'Sustainability report: 3. AvH as a responsible investor' |
| 201-2 Financial implications and other risks and opportunities due to climate change |
See 'Annual report of the Board of Directors - II. Consolidated annual accounts – Risks at the level of Ackermans & van Haaren' |
|
| Material topic - Talent development | ||
| GRI 401: Employment (edition 2016) |
401-1 New employee hires and employee turnover | See 'Sustainability report: 5. AvH as a sustainable company' |
| GRI 404: Training and Education (edition 2016) |
404-1 Average hours of training per year per employee | See 'Sustainability report: 5. AvH as a sustainable company' (expressed in days) |
| 404-2 Programs for upgrading employee skills and transition assistance programs |
See 'Sustainability report: 5. AvH as a sustainable company' | |
| 404-3 Percentage of employees receiving regular performance and career development reviews |
See 'Sustainability report: 5. AvH as a sustainable company' | |
| GRI 405: Diversity and Equal Opportunity (edition 2016) |
405-1 Diversity of governance bodies and employees | - See 'Corporate governance statement: 7. Diversity policy' - See 'Sustainability report: 5.2 Talent development' |
| Material topic – Innovation | ||
| Innovation policy at portfolio companies |
No relevant GRI indicators | Not applicable |
| Other | ||
| GRI 305: Emissions (edition 2016) |
305-1 Direct (Scope 1) CO2 emissions | See 'Sustainability report': 5.3 Direct impact on environment and social aspects' |
| 305-2 Energy indirect (Scope 2) CO2 emissions | See 'Sustainability report: 5.3 Direct impact on environment and social aspects' |
|
| 305-5 Reduction of CO2 emissions | See 'Sustainability report: 5.3 Direct impact on environment and social aspects' |
The table below summarizes AvH's CO2 footprint according to the accounting consolidation perimeter. This includes AvH (including its sub holdings) and the fully consolidated participations. For more information, see Note 2 to the Consolidated Financial Statements - section 1 Fully consolidated subsidiaries. The disclosed figures do not include Anima.
| CO₂-footprint scope 1 & 2 (in ton CO₂ -eq) |
2022 | 2021 | 2020 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Based on the accounting consolidation scope |
Scope 1 | Scope 2 | Total | Scope 1 | Scope 2 | Total | Scope 1 | Scope 2 | Total | ||||
| AvH (Headquarter) | 202 | 57 | 259 | 197 | 32 | 229 | 192 | 30 | 222 | ||||
| DEME | 652,000 | 1,000 | 653,000 | 832,000 | 800 | 832,800 | 659,000 | 1,000 | 660,000 | ||||
| CFE | 13,914 | 1,395 | 15,309 | 14,570 | 1,919 | 16,489 | 15,812 | 1,872 | 17,684 | ||||
| Bank Van Breda | 1,455 | 15 | 1,470 | 1,372 | 16 | 1,388 | 1,681 | 0 | 1,681 | ||||
| Nextensa | 110 | 6 | 116 | 128 | 0 | 128 | 98 | 40 | 138 | ||||
| Other | 1,848 | 790 | 2,638 | 1,323 | 66 | 1,389 | 1,088 | 62 | 1,150 | ||||
| Total CO₂ emissions | 669,529 | 3,263 | 672,792 | 849,590 | 2,833 | 852,423 | 677,871 | 3,004 | 680,875 |
The tables below show the information to be disclosed in the context of the EU Taxonomy reporting obligation. Turnover, capex and Opex were determined according to generally accepted accounting principles
| Substantial contribution criteria | DNSH criteria ('Does Not Significantly Harm') | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities (€ 1,000) 2022 |
Codes | Absolute turnover | Proportion of turnover % |
Climate change mitigation % |
Climate change adaptation % |
Water and marine resources % |
Circular economy % |
Pollution % |
Biodiversity and ecosystems % |
Climate change mitigation Y/N |
Climate change adaptation Y/N |
Water and marine resources Y/N |
Circular economy Y/N |
Pollution Y/N |
Biodiversity and ecosystems Y/N |
Minimum safeguards Y/N |
Taxonomy- aligned % of turnover, year N % |
Taxonomy- aligned % of turnover, year N-1 % |
Category (enabling activity or) E |
Category (transitional activity) T |
| A. Taxonomy | ||||||||||||||||||||
| eligible activities A.1. Environmentally sustainable activities (Taxonomy-aligned) |
||||||||||||||||||||
| Electricity generation from wind power |
D35.11 | 649,370 | 15.1 | 15.1 | 0.0 | Y | Y | Y | Y | Y | N | 15.1 | ||||||||
| Construction of new buildings |
F41.1 | 154,140 | 3.6 | 3.6 | 0.0 | Y | Y | Y | Y | Y | N | 3.6 | ||||||||
| Infrastructure for rail transport |
F42.12 | 39,161 | 0.9 | 0.9 | 0.0 | Y | Y | Y | Y | Y | N | 0.9 | E | |||||||
| Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings |
F42 | 15,143 | 0.4 | 0.4 | 0.0 | Y | Y | Y | Y | Y | N | 0.4 | E | |||||||
| Electricity generation from bioenergy |
D35.11 | 11,584 | 0.3 | 0.3 | 0.0 | Y | Y | Y | Y | Y | N | 0.3 | ||||||||
| Renovation of existing buildings |
F41 | 6,928 | 0.2 | 0.2 | 0.0 | Y | Y | Y | Y | Y | N | 0.2 | T | |||||||
| Installation, maintenance and repair of renewable energy technologies |
F42 | 6,298 | 0.1 | 0.1 | 0.0 | Y | Y | Y | Y | Y | N | 0.1 | E | |||||||
| Acquisition and ownership of buildings |
L68 | 5,164 | 0.1 | 0.1 | 0.0 | Y | Y | Y | Y | Y | N | 0.1 | ||||||||
| Installation, maintenance and repair of energy efficiency equipment |
F42 | 3,230 | 0.1 | 0.1 | 0.0 | Y | Y | Y | Y | Y | N | 0.1 | E | |||||||
| Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) |
F42 | 984 | 0.0 | 0.0 | 0.0 | Y | Y | Y | Y | Y | N | 0.0 | E | |||||||
| Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
892,002 | 20.7 | 20.7 | 0.0 | 20.7 |
| Substantial contribution criteria | DNSH criteria ('Does Not Significantly Harm') | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities (€ 1,000) 2022 |
Codes | Absolute turnover | Proportion of turnover % |
Climate change mitigation % |
Climate change adaptation % |
Water and marine resources % |
Circular economy % |
Pollution % |
Biodiversity and ecosystems % |
Climate change mitigation Y/N |
Climate change adaptation Y/N |
Water and marine resources Y/N |
Circular economy Y/N |
Pollution Y/N |
Biodiversity and ecosystems Y/N |
Minimum safeguards Y/N |
Taxonomy- aligned % of turnover, year N % |
Taxonomy- aligned % of turnover, year N-1 % |
or) Category (enabling activity E |
Category (transitional activity) T |
| A. Taxonomy | ||||||||||||||||||||
| eligible activities | ||||||||||||||||||||
| A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
||||||||||||||||||||
| Construction of new buildings | F41.1 | 573,996 | 13.3 | |||||||||||||||||
| Renovation of existing buildings |
F41 | 125,298 | 2.9 | |||||||||||||||||
| Electricity generation from wind power |
D35.11 | 80,442 | 1.9 | |||||||||||||||||
| Infrastructure for rail transport | F42.12 | 73,560 | 1.7 | |||||||||||||||||
| Acquisition and ownership of buildings |
L68 | 52,688 | 1.2 | |||||||||||||||||
| Infrastructure enabling low carbon road transport and public transport |
F42.11 | 31,148 | 0.7 | |||||||||||||||||
| Computer programming activities |
J62.01 | 28,206 | 0.7 | |||||||||||||||||
| Turnover of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
965,340 | 22.4 | ||||||||||||||||||
| Total (A.1 + A.2) | 1,857,341 | 43.2 | 20.7 | 1.5 | 0.2 | |||||||||||||||
| B. Taxonomy - non | ||||||||||||||||||||
| eligible activities | ||||||||||||||||||||
| Turnover of Taxonomy non-eligible activities (B) |
2,444,276 | 56.8 |
Total (A + B) 4,301,617 100.0
Total (A + B) 615,896 100.0
| Substantial contribution criteria | DNSH criteria ('Does Not Significantly Harm') | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities (€ 1,000) 2022 |
Codes | Absolute capex | Proportion of capex % |
Climate change mitigation % |
Climate change adaptation % |
Water and marine resources % |
Circular economy % |
Pollution % |
Biodiversity and ecosystems % |
Climate change mitigation Y/N |
Climate change adaptation Y/N |
Water and marine resources Y/N |
Circular economy Y/N |
Pollution Y/N |
Biodiversity and ecosystems Y/N |
Minimum safeguards Y/N |
Taxonomy- aligned % of capex, year N % |
Taxonomy- aligned % of capex, year N-1 % |
Category (enabling activity or) E |
Category (transitional activity) T |
| A. Taxonomy-eligible activities | ||||||||||||||||||||
| A.1. Environmentally sustainable | ||||||||||||||||||||
| activities (Taxonomy-aligned) | ||||||||||||||||||||
| Electricity generation from wind power | D35.11 | 274,971 | 45 | 45 | 0 | Y | Y | Y | Y | Y | N | 45 | ||||||||
| Acquisition and ownership of buildings | L68 | 8,056 | 1 | 1 | 0 | Y | Y | Y | Y | Y | N | 1 | ||||||||
| Construction of new buildings | F41.1 | 7,659 | 1 | 1 | 0 | Y | Y | Y | Y | Y | N | 1 | ||||||||
| Electricity generation from bioenergy | D35.11 | 599 | 0 | 0 | 0 | Y | Y | Y | Y | Y | N | 0 | ||||||||
| Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings |
F42 | 221 | 0 | 0 | 0 | Y | Y | Y | Y | Y | N | 0 | E | |||||||
| Renovation of existing buildings | F41 | 101 | 0 | 0 | 0 | Y | Y | Y | Y | Y | N | 0 | T | |||||||
| Installation, maintenance and repair of renewable energy technologies |
F42 | 92 | 0 | 0 | 0 | Y | Y | Y | Y | Y | N | 0 | E | |||||||
| Installation, maintenance and repair of energy efficiency equipment |
F42 | 47 | 0 | 0 | 0 | Y | Y | Y | Y | Y | N | 0 | E | |||||||
| Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) |
F42 | 14 | 0 | 0 | 0 | Y | Y | Y | Y | Y | N | 0 | E | |||||||
| Capex of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
291,760 | 47.4 | 47.4 | 0.0 | 47.4 | |||||||||||||||
| A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
||||||||||||||||||||
| Acquisition and ownership of buildings | L68 | 22,398 | 3.6 | |||||||||||||||||
| Renovation of existing buildings | F41 | 13,722 | 2.2 | |||||||||||||||||
| Construction of new buildings | F41.1 | 9,186 | 1.5 | |||||||||||||||||
| Infrastructure for rail transport | F42.12 | 4,826 | 0.8 | |||||||||||||||||
| Infrastructure enabling low-carbon road transport and public transport |
F42.11 | 469 | 0.1 | |||||||||||||||||
| Computer programming activities | J62.01 | 419 | 0.1 | |||||||||||||||||
| Capex of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
51,020 | 8.3 | ||||||||||||||||||
| Total (A.1 + A.2) | 342,780 | 55.7 | 47.4 | 0.1 | 0.0 | |||||||||||||||
| B. Taxonomy - non-eligible | ||||||||||||||||||||
| activities | ||||||||||||||||||||
| Capex of Taxonomy-non-eligible activities (B) |
273,116 | 44.3 |
The Opex, as defined in the scope of the EU Taxonomy, comprises a restrictive list of non-capitalised costs. As the participations draw up their annual financial statements on the basis of IFRS, they are already to a large extent contained in the capex. The eligible and aligned Opex under the definition of the EU Taxonomy is reported as 0.
| Substantial contribution criteria | DNSH criteria ('Does Not Significantly Harm') | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Economic activities (€ 1,000) 2022 |
Codes | Absolute opex | Proportion of opex % |
Climate change mitigation % |
Climate change adaptation % |
Water and marine resources % |
Circular economy % |
Pollution % |
Biodiversity and ecosystems % |
Climate change mitigation Y/N |
Climate change adaptation Y/N |
Water and marine resources Y/N |
Circular economy Y/N |
Pollution Y/N |
Biodiversity and ecosystems Y/N |
Minimum safeguards Y/N |
Taxonomy- aligned % of opex, year N % |
Taxonomy- aligned % of opex, year N-1 % |
Category (enabling activity or) E |
Category (transitional activity) T |
| A. Taxonomy-eligible activities | ||||||||||||||||||||
| A.1. Environmentally sustainable activities (Taxonomy-aligned) |
||||||||||||||||||||
| Opex of environmentally sustainable activities (Taxonomy-aligned) (A.1) |
0.0 | 0.0 | 0.0 | 0.0 | 0.0 | |||||||||||||||
| A.2 Taxonomy-Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) |
||||||||||||||||||||
| Opex of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) |
0.0 | 0 | ||||||||||||||||||
| Total (A.1 + A.2) | 0.0 | 0 | 0.0 | 0.0 | 0.0 | |||||||||||||||
| B. Taxonomy - non-eligible activities | ||||||||||||||||||||
| Opex of Taxonomy-non-eligible activities (B) | 0.0 | 100.0 | ||||||||||||||||||
| Total (A + B) | 0.0 | 100.0 |
Value creation: the average growth (CAGR) of the consolidated shareholders' equity (group share), including dividends, measured over a certain period of time.
Return on equity (ROE): the relative profitability of the group, more particularly the amount of net income returned as a percentage of shareholders' equity.
Begijnenvest 113, 2000 Antwerp, Belgium 0404.616.494 RPR Antwerp - Department Antwerp Email adress : [email protected] Website : https://www.avh.be
The company was incorporated on 30 December 1924 by notarial deed, published in full in the Annexes to the Belgian Official Gazette of 15 January 1925 under number 566. The bylaws have been modified several times and for the last time by notarial deed of 9 November 2020, published by excerpt in the Annexes to the Belgian Official Gazette of 25 November 2020, under number 20356891, with a supplementary excerpt published in the Annexes to the Belgian Official Gazette of 16 December 2020, under number 20361786.
Indefinite
Limited liability company under Belgian law.
The statutory purpose of the company includes the following:
The company may carry out all civil, commercial, industrial and financial activities as well as activities relating to real and movable property that are linked, directly or indirectly, to its statutory purpose or that may enhance the realization thereof. The company may provide securities or guarantee in favor of companies, enterprises, businesses or associations in which it has an interest or participation, act as representative or agent, provide advances, credit facilities and mortgages or other securities. The company's activities may be carried out both abroad and in Belgium.
The statutory and consolidated annual accounts of the company are deposited with the National Bank of Belgium. A coordinated version of the company bylaws can be consulted with the clerk of the Business Court of Antwerp - Division Antwerp. The annual financial report is sent to the registered shareholders and to anyone who so requests. The coordinated version of the company bylaws and the annual financial report are also available on the company's website (www.avh.be).
The subscribed capital is 2,295,277.90 euros. The capital is fully paid-up and is represented by 33,496,904 shares without nominal value.
The most recent capital increase was decided upon on 11 October 1999, as part of the merger through acquisition of Belcofi NV by Ackermans & van Haaren NV.
In accordance with the decision of the extraordinary general meeting dated 9 November 2020, the board of directors is authorized to increase the capital in one or more instalments with a maximum (aggregate) amount of 500,000 euros (excluding issuance premium) and this in accordance with the terms and conditions set forth in the special report of the board of directors prepared in accordance with article 7:199 CSA.
The board of directors can use this authorization for a period of five years from 25 November 2020.
The board of directors can also make use of the authorized capital in case of a public takeover bid on securities issued by the company, in accordance with the provisions and within the limits of article 7:202 CSA. The board of directors is allowed to use this authorization in case the notification of a public takeover bid by the Financial Services and Markets Authority to the company is received not later than three years as from 9 November 2020.
The authorizations can be renewed in accordance with legal provisions.
Capital increases decided pursuant to these authorizations will be carried out in accordance with the modalities specified by the board of directors, including among others by contribution in cash or in kind, with or without share premium, by incorporation of, distributable or non-distributable, reserves and share premiums and profits carried forward, with or without the issuance of new shares with or without voting rights, below, above or at par value, in accordance with the mandatory rules prescribed by the CCA.
The board of directors may use this authorization to issue, subordinated or nonsubordinated, convertible bonds, subscription rights, bonds with subscription rights or other securities, in accordance with the conditions set out in the CCA.
The board of directors is authorized, when exercising its powers under the authorized capital, to limit or cancel the statutory preferential subscription right of the shareholders in the interest of the company, including in favor of one or more specific persons or of members of the personnel of the company or of its subsidiaries.
The fully paid-up shares as well as other securities of the company may exist as registered or dematerialized securities. Each holder may, at any time and at his/her/its own expenses, request the conversion of his/her/its paid in securities into another form, within the limits of the law.
The securities are indivisible vis-à-vis the company which can suspend the rights of any share regarding which disputes would arise as to the ownership, usufruct or naked ownership. Co-owners, usufructuaries and bare-owners must be represented by a common authorized representative and notify the company accordingly.
In case of usufruct, the usufructuary shall exercise all the rights attached to the shares, and the bare-owners of the share shall be represented vis-à-vis the company by the usufructuary, except with respect to (the exercise of) the preferential subscription right, which belongs to the bare owner(s). This rule applies except as otherwise provided in an agreement between the parties or in a will. In that case, the bare owner(s) and the usufructuary(ies) must notify the company in writing of such an arrangement.




Questions can be asked by phone on +32 3 231 87 70 or by e-mail [email protected] to the attention of John-Eric Bertrand, Piet Dejonghe or Tom Bamelis.
Ackermans & van Haaren NV Begijnenvest 113 2000 Antwerp, Belgium Telephone: +32 3 231 87 70 E-mail: [email protected] Website: www.avh.be RPR Antwerpen BTW: BE 0404.616.494
© Ian Segal
Mission to Mars nv (www.missiontomars.agency)

Dit jaarverslag is ook verkrijgbaar in het Nederlands. The Dutch version of this document should be considered as the official version.
| • May 17, 2023 Interim statement Q1 2023 | ||
|---|---|---|
| ------------------------------------------- | -- | -- |
Ackermans & van Haaren NV Begijnenvest 113 2000 Antwerp - Belgium Tel. +32 3 231 87 70 [email protected] www.avh.be
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