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Floridienne S.A.

Annual Report Apr 29, 2022

3950_rns_2022-04-29_ab421209-d54a-421c-80df-ae92f5bec34d.pdf

Annual Report

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ANNUAL REPORT 2021

CONSOLIDATED ACCOUNTS 2021

CONTENTS

CONSOLIDATED BALANCE SHEET 0 1
CONSOLIDATED INCOME STATEMENT 02
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 03
TABLE OF CONSOLIDATED CASH FLOWS 04
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 05
AUDITOR'S REPORT 06
FINANCIAL CALENDAR 13

CONSOLIDATED BALANCE SHEET

ASSETS IN EUR THOUSANDS Note 31/12/21 31/12/20
NON-CURRENT ASSETS 221,325 187,709
Intangible assets 11 19,732 4,187
Goodwill 11 98,711 96,405
Right-of-use assets 12 5,722 8,384
Tangible assets 12 80,011 66,257
Holdings consolidated using the equity method 13 2,861 2,604
Deferred tax assets 14 1,441 4,357
Other assets 15 12,846 5,514
CURRENT ASSETS 196,049 203,048
Inventories 17 50,039 46,973
Biological inventories 17 3,322 3,508
Trade receivables 26 64,500 61,230
Current tax assets 11,927 9,548
Other financial assets 18 1,322 616
Cash and cash equivalents 19 52,949 49,477
Other assets 15 11,990 9,041
196,049 180,391
Assets held for sale 16 0 22,657
TOTAL ASSETS 417,374 390,756
EQUITY AND LIABILITIES IN EUR THOUSANDS Note 31/12/21 31/12/20
TOTAL EQUITY 24 171,905 142,883
Floridienne equity 131,611 117,292
Non-controlling interests 40,294 25,591
LIABILITIES 245,469 247,874
Non-current liabilities 143,776 138,670
Interest-bearing debts 20 119,808 119,221
Lease commitment debts 20 4,156 6,370
Subsidies received 5,235 2,574
Provisions 21 1,375 1,319
Staff benefits 22 1,837 1,859
Deferred tax liabilities 14 5,166 2,888
Other long-term debts 20 6,200 4,439
Current liabilities 101,693 109,204
Interest-bearing debts 20 30,399 28,915
Lease commitment debts 20 1,606 1,857
Subsidies received 234 199
Provisions 21 56 27
Staff benefits 22 804 731
Trade payables 26 38,130 30,351
Current tax liabilities 7,533 6,631
Other liabilities 23 22,931 20,911
101,693 89,622
Liabilities associated with assets held for sale 16 0 19,582
TOTAL LIABILITIES 417,374 390,756

The consolidated equity amounted to € 171.9 million as at 31 December 2021, compared with € 142.9 million as at 31 December 2020.

The net financial indebtedness of the Group fell by € 5.5 million in 2021 to € 97.3 million (excluding lease commitment debts (IFRS 16). This fall may be attributed primarily to the positive cash flows generated by the Group's activities during the financial year. The consolidated cash position is sound at € 52.9 million.

CONSOLIDATED INCOME STATEMENT

Note 31/12/21 31/12/20
OPERATING INCOME 362,779 380,287
Turnover 6 353,094 373,942
Other operating income 6 9,684 6,345
OPERATING EXPENSES (-) -317,035 -342,238
Raw materials and consumables -157,202 -193,519
Staff costs -79,905 -75,792
Other operating expenses 6 -79,928 -72,927
EBITDA 45,744 38,049
Amortisation and impairment 7 -15,286 -18,667
OPERATING RESULT 30,458 19,382
Result from disposal of non-current assets 8 1,465 -404
Debt burden 9 -4,818 -3,443
Other financial results 9 -247 -153
Share of the net result of equity-accounted companies 13 53 48
RESULT BEFORE TAX 26,911 15,430
Tax on the result 10 -8,318 -6,987
CONSOLIDATED RESULT FOR THE FINANCIAL YEAR 18,593 8,443
Attributable to Floridienne shareholders 13,173 4,273
Attributable to non-controlling interests 5,420 4,170
Net result attributable to Floridienne per basic share 25 13.45 4.36
Net result attributable to Floridienne per diluted share 25 13.45 4.36

The Floridienne Group turnover in 2021 amounted to € 353.1 million, down 13% compared with € 373.9 million in 2020. This reduction of € 20.8 million may be attributed mainly to the removal of SALM INVEST and GEL MANCHE from the consolidation scope in January 2021 and that of IKA on 30 September 2020 further to their disposal. These removals were nevertheless partially offset by the entry into the consolidation scope of Biological Services in 2021 and that of Beneficial Insectary on 30 November 2020, as well as internal growth.

The EBITDA amounted to € 45.7 million as at 31 December 2021, up € 7.7 million compared with € 38 million as at 31 December 2020 thanks to the dynamism of our Life Science Division (+ € 6.5 million brought in, mainly through acquisitions) and our Chemicals Division (+ € 1.4 million brought in by organic growth and exchange rate effects at Kimflor).

Amortisations and impairments amounted to € 15.3 million, down € 3.4 million compared with the previous year. As at 31 December 2021, these included extraordinary impairments on CHEMCOM (€ 2.5 million, IKA (€ 1.2 million) and SOPRAL (€ 0.4 million).

The operating result rose by € 11.1 million owing to the extraordinary impairments recognised in 2020. It stood at € 30.5 million in 2021, compared with € 19.4 million the year before.

The disposal of SALM INVEST and GEL MANCHE in January 2021 led to recognition of a gain of € 1.5 million. The sale of our vanilla activities (SOPRAL and KAMAPIN) did not result in a significant gain or loss.

The disposal of IKA was concluded on 6 October 2020 and resulted in an accounting loss of € 1.6 million recognised in impairments for € 1.2 million (booked as at 30 June 2020) and in the result on the disposal of non-current assets for € 0.4 million.

The disposal of SALM INVEST and GEL MANCHE in January 2021 led to recognition of a gain of € 1.5 million. The sale of our The sale of our vanilla activities (SOPRAL and KAMAPIN) did not result in a significant gain or loss.

The Group therefore closed its 2021 financial year with an improved consolidated net result of € 18.6 million, up € 10.2 million compared with € 8.4 million in 2020. The Group's share of the net result increased to € 13.2 million, compared with € 4.3 million as at 31 December 2020.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

31/12/21 31/12/20
Consolidated result for the financial year 18,593 8,443
Other comprehensive income
Items that can be reclassified in the income statement in future financial years
Changes in the fair value of financial assets through other comprehensive income (FVOCI)
Gain / loss (net) on cash flow hedges -1,314 547
Conversion rate adjustments linked to consolidated companies -114 -6,327
Other changes
Items that cannot be reclassified in the income statement in future financial years
Actuarial gains (losses) from defined benefits 0 0
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD AFTER TAXES 17,165 2,663
Attributable to:
Floridienne shareholders 12,662 -336
Non-controlling interests 4,503 2,999

The conversion rate adjustments relate mainly the TRY and USD.

TABLE OF CONSOLIDATED CASH FLOWS

Result for the financial year before taxes
26,911
15,430
Amortisation - impairment
7, 11
16,844
18,885
Impairment on inventories
-53
195
Result of companies consolidated using the equity method
13
283
-48
Provisions
21
-1,950
67
Capital gains / losses on the disposal of assets
8
-7,871
643
Taxes for the financial year
10
6,057
-6,618
Financial charges
9
-2,424
4,378
Other
0
868
SELF-FINANCING GROSS MARGIN
37,798
33,801
Changes in current assets / liabilities
Inventories
17
-4,754
-2,136
Receivables and other
27
-8,084
995
Amounts payable
27
571
-6,270
CHANGE IN THE WORKING CAPITAL REQUIREMENT
-12,266
-7,410
NET CASH FLOW RELATING TO OPERATING ACTIVITIES
25,532
26,390
Investment transactions
Acquisitions of intangible assets
11
-1,568
-991
Acquisitions of tangible assets
12
-26,071
-14,543
Acquisitions of financial assets after deduction of cash acquired
13, 15
-10,445
-29,292
Acquisitions of other financial assets
13, 15
-7,991
-9
New loans
15
-302
-471
TOTAL INVESTMENTS
-46,377
-45,305
Divestment transactions
Disposals of intangible assets
11
0
31
Disposals of tangible assets
12
1,749
241
Disposals of financial assets after deduction of cash disposed of
13, 15
5,966
9,185
Income from holdings
0
99
Repayment of loans
15
58
115
TOTAL DIVESTMENTS
7,774
9,671
CASH FROM INVESTMENTS
-38,603
-35,634
Financing transactions
Capital increases in non-controlling holdings
20,812
662
Acquisitions and disposals of financial assets
-639
-18
New loans and subsidies
20
15,246
56,055
Repayment of financial debts
9
-10,868
-6,018
Change in bank overdraft
24
4,188
-5,746
Financial charges
-6,057
-4,378
Dividends paid by the parent company
-2,253
0
Changes in own shares
0
0
Dividends paid by subsidiaries to non-controlling holdings
-3,434
-2,295
CASH FROM FINANCING ACTIVITIES (+/-)
16,996
38,262
CHANGES IN CASH POSITION
3,924
29,018
Cash in hand at the start of the financial year
49,477
22,091
Net change
3,924
29,018
Conversion rate adjustments
-453
-1,472
Other movements
0
0
Cash in hand at the end of the financial year
Notes 31/12/21 31/12/20
52,949 49,637

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share
capital
Share
premium
at issue
Revaluation
reserves
Own
shares
Conso
lidation
reserves
Conver
sion rate
adjust
ments
Floridienne
equity
Non
controlling
interests
Total
equity
Opening balance as at
01/01/2020
4,855 30,570 (270) (1,868) 97,109 (10,668) 119,728 23,646 143,374
Result for the financial year 4,273 4,273 4,170 8,443
Other comprehensive
income
547 (5,156) (4,609) (1,171) (5,780)
Total comprehensive income - - 547 - 4,273 (5,156) (336) 2,999 2,663
Capital increases - -
Capital increases
subsidiaries subscribed by
third parties
- 710 710
Dividends - (2,277) (2,277)
Own shares (bought)/sold - -
Re-assessment of debts
linked to selling and buying
options with non-controlling
interests
(1,456) (1,456) (1,456)
Transactions with non
controlling interests
(645) (645) 514 (131)
Closing balance as at
31/12/2020
4,855 30,570 277 (1,868) 99,281 (15,824) 117,291 25,592 142,883
Opening balance as at
01/01/2021
4,855 30,570 277 (1,868) 99,281 (15,824) 117,291 25,592 142,883
Result for the financial year 13,173 13,173 5,420 18,593
Other comprehensive
income
(1,314) 802 (512) (917) (1,429)
Total comprehensive income - - (1,314) - 13,173 802 12,661 4,503 17,164
Capital increases - -
Capital increases
subsidiaries subscribed by
third parties
Dividends (2,252) (2,252) (3,203) (5,455)
Own shares (bought)/sold - -
Re-assessment of debts
linked to selling and buying
options with non-controlling
interests
(2,548) (2,548) (2,548)
Transactions with non
controlling interests
6,458 6,458 13,402 19 860
Closing balance as at
31/12/2021
4,855 30,570 (1,037) (1,868) 114,112 (15,022) 131,610 40,294 171,904

In 2021, the equity situation was impacted mainly by:

• the consolidated result for the period of € 18.6 million

• the dividend paid by the parent company to Floridienne S.A. shareholders (- € 2.3 million) for the 2020 financial year and the dividends paid to non-controlling shareholders in certain consolidated companies for the 2021 financial year (• € 3.2 million)

• the capital increase in SNAM (€ 10 million), BIOBEST (€ 10 million) and other companies in the Group (€ 1 million), totalling € 21 million

  • the hedge reserves movement linked to the revaluation of hedging instruments on long-term debts (• € 1.3 million)
  • transactions impacting on the percentage held in subsidiaries without entailing any modification of the controlling power (• € 6.5 million)

• the change in conversion rate adjustments (• € 0.1 million)

  • the re-assessment of debts linked to the selling and buying options with non-controlling interests (• € 2.5 million)
  • the goodwill on non-controlling interests (€ 5.3 million), recognised at fair value (full goodwill method) further to the global consolidation of BIOLOGICAL SERVICES.

As regards the 2021 financial year, the Floridienne Board of Directors will put a proposal to the Floridienne General Meeting to pay a gross dividend of € 2.5 per share.

FLORIDIENNE SA

Statutory Auditor's report 31 December 2021

AUDIT | TAX | CONSULTING

FLORIDIENNE SA

STATUTORY AUDITOR'S REPORT TO THE GENERAL MEETING OF THE COMPANY FOR THE YEAR ENDED 31 DECEMBER 2021

(CONSOLIDATE FINANCIAL STATEMENTS) THIS IS A FREE TRANSLATION OF THE ORIGINAL VERSION IN FRENCH

In the context of the statutory audit of the consolidated financial statements of Floridienne SA (the « Company ») and its subsidiaries (together referred to as « the Group »), we hereby present our statutory auditor's report. It includes our report on the audit of the consolidated financial statements as well as the other legal and regulatory requirements. This is an integrated whole and is indivisible.

We have been appointed in the capacity of statutory auditor by the general shareholder's meeting of 1 June 2021, following the proposal formulated by the board of directors issued upon recommendation of the auit committee. Our statutory auditor's mandate expires on the date of the general meeting deliberating on the consolidated financial statements for the year ended 31 December 2023. We have performed the statutory audit of the consolidated financial statements of Floridienne SA for the first time this year.

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

Unqualified opinion

We have audited the consolidated financial statements of the Group, which comprise the consolidated statement of the financial position as at 31 December 2021, the consolidated income statement and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows fo the year then ended and the notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information. Those consolidated financial statements show a balance sheet total of € 417.374 (000) and a profit for the year of € 18.593 (000).

In our opinion, the consolidated financial statements give a true and fair view of the Group's net equity and financial position as at 31 December 2021, as well as of its consolidated results and its consolidated cash flows for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.

Basis for the unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Our responsibilities under those standards are further described in the 'Statutory auditor's responsibilities for the audit of the consolidated financial statements' section in this report. We have complied with all the ethical

AUDIT | TAX | CONSULTING

RSM Belgium is a member of the RSM network and trades as RSM. RSM is the trading name used by the members of the RSM Network. Each member of the RSM network is an independent accounting and consulting firm which practices in his own right. The RSM network is not itself a separate legal entity in any jurisdiction.

RSM Réviseurs d'entreprises - Bedrijfsrevisoren BV-SRL - Registered auditors - – Registered office : Chaussée de Waterloo 1151 - B 1180 Brussels [email protected] - VAT BE 0429.471.656 - RLP Brussels

requirements that are relevant to the audit of consolidated financial statements in Belgium, including those regarding independence.

We have obtained from the board of directors and Company's officials the explanations and information necessary for performing our audit.

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

Emphasis of matter paragraph

Without qualifying our opinion expressed here above, we draw attention to:

  • Note 11 "Intangible assets and Goodwill" to the consolidated financial statements, which describes the uncertainty relating to the assumptions used in the impairment test of goodwill related to the "Food" activities. The budgets used in the valuation model required the consideration of important assumptions. The realization of these assumptions is uncertain and the geopolitical situation of recent weeks reinforces these uncertainties;
  • Note 15 "Other non-current and current assets" to the consolidated financial statements, which describes the uncertainty relating to the valuation at fair value of the investment in the company Larzul, included in other non-current financial assets (€ 2,600 (000)), and receivables held on this company (€ 1,400 (000)), in particular with regard to the evolution of legal proceedings preventing the Group from exercising its power of control over this company; and
  • Note 29 "Events after the closing date" to the consolidated financial statements, which describes the events after the closing date that have a significant impact on the Group.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon. We do not provide a separate opinion on these matters.

Description of the key audit matter How our audit addressed the key audit matter
1.
Valuation of goodwill
ef
As of December 31, 2021, the net goodwill included in the
assets of the Group's balance sheet amounts to €98,711
(000) and represents 23.7% of total assets. Details of
goodwill are presented in note 11 to the consolidated
financial statements. According to IFRS [IAS 36

Impairment of Assets], the company must perform an annual
impairment test on goodwill. Based on the annual goodwill
impairment test, the board of directors concluded that no
goodwill impairment was necessary. The main assumptions
and sensitivities are presented in note 11 to the consolidated
financial statements. We considered that the valuation of
goodwill as well as the annual impairment test on these
assets constitute a key audit matter due to (1) the
importance of these assets in the consolidated financial
statements of Floridienne and (2) the required judgments
and accounting estimates made by the board of directors in
the assessment of potential impairment losses, which are
based on assumptions (forecast data and valuation
parameters) that could be influenced by current and future
economic conditions.
Our approach to assessing the valuation of goodwill is based
on a detailed analysis of the forecasts and the annual
impairment test. The work consisted, among other things, of:
-
an assessment of the mathematical accuracy of the
calculations;
-
reconciliation with the forecast data approved by the
management committee;
-
an analysis of the assumptions used in the analytical
process underlying the annual impairment test prepared
by the board of directors, including future cash flows,
growth
rates,
discount
rates
and
other
relevant
assumptions;
-
a "robustness" test of the assumptions with regard to past
experience, in particular the assumptions applied in the
models used previously; and
-
assessment of the adequacy and appropriateness of the
information provided by the company in note 11 to the
consolidated financial statements in accordance with IAS
36.
Our financial valuation specialists were involved in carrying
out these procedures.
Reference to the notes to the consolidated financial
statements – Reference is made to the valuation of goodwill
in note 11.
2.
Accounting for business combinations
In 2021, the Group entered into a business combination
(IFRS 3 – Business Combination), through the acquisition of
the Australian company Biological Services (Life Sciences
division) from January 1, 2021 onwards. Following this
operation, the Group made a provisional allocation of the
purchase consideration leading to the allocation of goodwill
totaling €12,000 (000). The final allocation of the purchase
considation has not yet been finalized, as the Group has 12
months following the date of the obtaining control (IFRS 3).
We considered the business combination with Biological
Services to be material to our audit because of the
judgments used in determining the date of obtaining control.
The Group has also definitively allocated the purchase
consideration and relating goodwill as part of the business
combination with Beneficial Insectary. This allocation of
goodwill to underlying assets and liabilities amounts to a net
(asset) value of €12,200 (000) and results in a residual
goodwill of €20,600 (000). We considered the purchase
price allocation of Beneficial Insectary to be material to our
With regard to accounting for business combinations, we
have, among others:
-
examined the acquisition agreement;
-
assessed
the
appropriateness
of
the
accounting
treatment;
-
assessed the information included in the notes to the
consolidated financial statements in this respect (note 32);
-
carried out specific procedures on the opening balance
sheet, in particular on the basis of financial and legal due
diligence reports; and
-
verified
the
identification
and
consistency
of
the
assumptions leading to the determination of the value of
the assets acquired and the liabilities assumed by the
Group (note 11).
Our financial valuation specialists were involved in carrying
out these procedures.
Reference to the notes to the consolidated financial
statements

Reference
is
made
to
the
business
audit because of the judgments made in this exercise. combination in notes 11 and 32.

Responsibilities of the board of directors for the preparation of consolidated financial statements

The board of directors is responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union, and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the board of directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Responsibilities of the statutory auditor for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are 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 requirements applicable to the audit of consolidated financial statements in Belgium. A statutory audit does not provide any assurance as to the Group's future viability nor as to the efficiency or effectiveness of the board of directors has conducted or will conduct the business operations of the Group. Our responsibilities in relation to the board of director's use of the going concern accounting principle are described below.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors, as well as information about them provided by the latter;
  • Conclude on the appropriateness of the board of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern;
  • Evaluate the overall presentation, structure and content of the consolidated financial statements and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group for the purpose of expressing an opinion on the consolidated financial statements. We are responsible for directing, supervising and performing the group audit. We assume full responsibility for the auditor's opinion.

We also provide the the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and disclose to them, where appropriate, all relationships and other factors that may reasonably be thought to be a threat to our independence and any safeguards relating thereto.

Among the items reported to the audit committee, we determine which topics were most significant in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our statutory auditor's report, unless law or regulation precludes public disclosure about the report or in extremely rare circumstances, we determine that the matter should not be communicated in the auditor's report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

OTHER LEGAL AND REGULATORY REQUIREMENTS

Responsibilities of the board of directors

The board of directors is responsible for the preparation and the content of the directors' report and of the other non-financial information included in the annual report on the consolidated financial statements.

Responsibilities of the statutory auditor

In the context of our audit mandate and in accordance with the Belgian standard (revised version 2020) which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, it is our responsibility to verify, in all material aspects, the directors' report on the consolidated financial statements and the other information included in the annual report, as well as to report on these matters.

Aspects related to the directors' report and to the other information included in the director's report

In our opinion, after having performed specific procedures in relation to the directors' report, the directors' report is consistent with the consolidated financial statements for the same financial year, and it is prepared in accordance with articles 3:32 of the Code of companies and associations.

In the context of our audit of the consolidated financial statements, we are also responsible for considering, in particular based on the knowledge acquired resulting from the audit, whether the directors' report on the consolidated financial statements and the other information included in the annual report, namely Group Profile, Key Figures of the Group and Corporate Governance Statement contain a material misstatement, i.e. information which is inadequately disclosed or otherwise misleading.

The non-financial information required by article 3:32, § 2 of the Companies and Associations Code is included in the director's report on the consolidated financial statements, section "Statement on non-financial information / Corporate Social Responsibility". For the preparation of this non-financial information, the Group has not based itself on a recognized European or international reference framework and the declaration does not cover all the non-financial topics provided for by article 3 of the law of September 3, 2017.

Based on the procedures performed, there are no other material misstatements we have to report to you. Furthermore, we do not express any form of assurance on the director's report or the other information included in the annual report (including non-financial information).

Statement related to independence

  • Our audit firm did not provide services which are incompatible with the statutory audit of consolidated financial statements, and we remained independent of the Company in the course of our mandate.
  • The fees related to additional services which are compatible with the statutory audit of consolidated financial statements as referred to in article 3:65 of the Code of companies and associations are duly disclosed and intemized in the notes to the consolidated financial statements.

European Single Electronic Format (ESEF)

In accordance with the standard relating to the verification of compliance of financial statements with the Single European Electronic Format (hereinafter "ESEF"), we must verify compliance with the ESEF format with the regulatory technical standards defined by European Delegated Regulation No. 2019/815 of December 17, 2018 (hereinafter "Delegated Regulation"). The administrative body is responsible for drawing up, in accordance with ESEF requirements, consolidated financial statements in the form of an electronic file in ESEF format (hereinafter digital consolidated financial statements) included in the annual financial report. Our responsibility is to obtain sufficient and appropriate evidence to conclude that the format and XBRL markup of the digital consolidated financial statements comply, in all material respects, with the ESEF requirements under the Delegated Regulation. The annual financial report and the digital consolidated financial statements have not yet been delivered to us at the date of this report. If, upon reviewing the digital consolidated financial statements, we conclude that there is a material misstatement, we will be required to report the matter to the governing body and request that the governing body make the necessary changes. Failing this, we would be required to modify this report relating to the fact that the format of the digital consolidated financial statements included in the Group's annual financial report are, in all material respects, drawn up in accordance with the ESEF requirements under the Delegated Regulation.

Other statements

This report complies with the content of our additional report intended for the audit committee referred to in Article 11 of Regulation (EU) No 537/2014.

Antwerp, 29 APRIL 2022

RSM RÉVISEURS D'ENTREPRISES - BEDRIJFSREVISOREN BV-SRL STATUTORY AUDITOR REPRESENTED BY GERT VAN LEEMPUT PARTNER

FINANCIAL CALENDAR

1st interim statement 25 May 2022
Annual general meeting 7 June 2022
Half-year results 30 September 2022
2nd interim statement 30 November 2022

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