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Floridienne S.A.

Annual Report Apr 30, 2021

3950_rns_2021-04-30_9713cbb2-bb10-4614-baea-811b82631c99.pdf

Annual Report

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CREATIVE SPIRIT, SUSTAINABLE IDEAS

ANNUAL REPORT 2020

CONSOLIDATED ACCOUNTS 2020

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 31/12/20 31/12/19
NON-CURRENT ASSETS 187,709 167,787
Intangible assets 11 4,187 5,070
Goodwill 11 96,405 72,898
Right-of-use assets 12 8,384 4,719
Tangible assets 12 66,257 72,724
Holdings consolidated using the equity method 13 2,604 4,765
Deferred tax assets 14 4,357 2,131
Other assets 15 5,514 5,480
CURRENT ASSETS 203,048 177,330
Inventories 17 46,973 54,111
Biological inventories 17 3,508 3,209
Trade receivables 26 61,230 80,379
Current tax assets 9,548 8,678
Other financial assets 18 616 602
Cash and cash equivalents 19 49,477 22,091
Other assets 15 9,041 8,260
180,391 177,330
Assets held for sale 16 22,657 0
TOTAL ASSETS 390,756 345,118
EQUITY AND LIABILITIES IN EUR THOUSANDS Note 31/12/20 31/12/19
TOTAL EQUITY 24 142,883 143,374
Floridienne equity 117,292 119,728
Non-controlling interests 25,591 23,646
LIABILITIES 247,874 201,744
Non-current liabilities 138,670 91,243
Interest-bearing debts 20 119,221 74,606
Lease commitment debts 20 6,370 3,429
Subsidies received 2,574 2,560
Provisions 21 1,319 1,454
Staff benefits 22 1,859 1,843
Deferred tax liabilities 14 2,888 2,986
Other long-term debts 20 4,439 4,365
Current liabilities 109,204 110,501
Interest-bearing debts 20 28,915 39,502
Lease commitment debts 20 1,857 1,365
Subsidies received 199 279
Provisions 21 27 237
Staff benefits 22 731 538
Trade payables 26 30,351 48,362
Current tax liabilities 6,631 4,324
Other liabilities 23 20,911 15,893
Liabilities associated with assets held for sale 16 89,622
19,582
110,501
0

The consolidated equity amounted to € 142.9 million as at 31 December 2020, compared with € 143.4 million as at 31 December 2019.

The net financial indebtedness of the Group increased by € 6.6 million in 2020 to € 98.7 million (excluding lease commitment debts - IFRS 16 Leases). This increase may be attributed primarily to the investments made during the financial year and, in particular, to the acquisition by our subsidiary Biobest of the American company Beneficial Insectary Inc. in November 2020. The consolidated cash position is sound at € 49.5 million.

CONSOLIDATED INCOME STATEMENT

Note 31/12/20 31/12/19
OPERATING INCOME 380,287 417,928
Turnover 373,942 410,328
Other operating income 6 6,345 7,599
OPERATING EXPENSES (-) -342,238 -383,532
Raw materials and consumables -193,519 -231,227
Staff costs -75,792 -72,344
Other operating expenses 6 -72,927 -79,962
EBITDA 38,049 34,395
Amortisation and impairment 7 -18,667 -13,386
OPERATING RESULT 19,382 21,009
Result from disposal of non-current assets 8 -404 21
Debt burden 9 -3,443 -3,484
Financial result 9 -153 594
Share of the net result of equity-accounted companies 13 48 383
RESULT BEFORE TAX 15,430 18,522
Tax on the result 10 -6,987 -5,368
NET RESULT FOR THE FINANCIAL YEAR 8,443 13,154
Attributable to Floridienne shareholders 4,273 9,108
Attributable to non-controlling interests 4,170 4,046
Net result attributable to Floridienne per basic share 25 4.36 9.30
Net result attributable to Floridienne per diluted share 25 4.36 9.30

The Floridienne Group turnover in 2020 amounted to € 373.9 million, down 9% compared with € 410.3 million in 2019. This reduction of € 36.4 million or 9% of the turnover may be attributed mainly to the loss of certain salmon trading markets, the negative impact of Covid-19 on our Food Service sales and the exit of IKA from the consolidation scope on 30 September 2020 following its sale.

The EBITDA amounted to € 38 million as at 31 December 2020, up € 3.7 million compared with € 34.4 million as at 31 December 2019. The three Divisions of the Floridienne Group stood up well to the historically difficult context linked to the Covid-19 pandemic, recording a stable or improved EBITDA compared with the previous financial year.

Amortisations and impairments amounted to € 18.7 million. The impairments relate mainly to certain activities in our Life Sciences Division (€ 2.9 million) and € 1.2 million recorded on 30 June 2020 on the goodwill of activities of the German company IKA, our PVA stabilisers subsidiary.

The operating result fell by € 1.6 million owing to the extraordinary impairments recognised. It stood at € 19.4 million in 2020, compared with € 21 million the year before.

The sale 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 from disposal of non-current assets for € 0.4 million.

The Group therefore closed its 2020 financial year with a consolidated net result of € 8.4 million, down € 4.7 million compared with € 13.2 million in 2019. The Group's share of the net result fell to € 4.3 million, compared with € 9.1 million as at 31 December 2019.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

31/12/20 31/12/19
Consolidated result for the financial year 8,443 13,154
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 547 -146
Conversion rate adjustments linked to consolidated companies -6,327 -493
Other changes
Items that cannot be reclassified in the income statement in future financial years
Actuarial gains (losses) from defined benefits
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD AFTER TAXES 2,663 12,515
Attributable to:
Floridienne shareholders -336 8,569
Non-controlling interests 2,999 3,946

The substantial rise noted in 2020 may be attributed to the conversion rate adjustments relating to the TRY and USD (see note 27 (e)).

TABLE OF CONSOLIDATED CASH FLOWS

Notes 31/12/20 31/12/19
Result for the financial year before taxes 15,430 18,522
Amortisation - impairment 7.11 18,885 13,404
Impairment on inventories 195 3
Result of companies consolidated using the equity method 13 -48 -383
Provisions 21 67 0
Capital gains / losses on the disposal of assets 8 643 -3
Taxes for the financial year 10 -6,618 -5,501
Financial expenses 9 4,378 4,431
Other 868 -1,942
SELF-FINANCING GROSS MARGIN 33,801 28,531
Changes in current assets / liabilities
Inventories 17 -2,136 -978
Receivables and other 27 995 -7,162
Amounts payable 27 -6,270 1,873
CHANGE IN THE WORKING CAPITAL REQUIREMENT -7,410 -6,267
NET CASH FLOW RELATING TO OPERATING ACTIVITIES 26,390 22,264
Investment transactions
Acquisitions of intangible assets 11 -991 -1,704
Acquisitions of tangible assets 12 -14,543 -20,261
Acquisitions of financial assets after deduction of cash acquired 13.15 -29,292 -2,665
Acquisitions of other financial assets 13.15 -9 0
New loans 15 -471 -129
TOTAL INVESTMENTS -45,305 -24,759
Divestment transactions
Disposals of intangible assets 11 31 5
Disposals of tangible assets 12 241 327
Disposals of financial assets after deduction of cash disposed of 13.15 9,185 21
Income from holdings 99 0
Repayment of loans 15 115 280
TOTAL DIVESTMENTS 9,671 632
CASH FROM INVESTMENTS -35,634 -24,127
Financing transactions
Capital increases in non-controlling holdings
Acquisitions and disposals of financial assets 662 0
New loans and subsidies -18 26
Repayment of financial debts 20 56,055 17,259
Change in bank overdraft 20 -6,018 -17,353
Financial expenses 20 -5,746 2,684
Dividends paid by the parent company -4,378 -4,431
Changes in own shares 0 -2,057
Dividends paid by subsidiaries to non-controlling holdings 0 0
CASH FROM FINANCING ACTIVITIES -2,295
38,262
-2,064
-5,936
CHANGES IN CASH POSITION 29,018 -7,799
Cash in hand at the start of the financial year 22,091 29,822
Net change 29,018 -7,799
Conversion rate adjustments -1,472 68
Other movements 0 0
Cash in hand at the end of the financial year 49,637 22,091

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Share
capital
Share
premium
at issue
Revaluation
reserves
Own
shares
Consol
idation
reserves
Conversion
rate ad
justments
Floridienne
equity
Non
controlling
interests
Total
equity
Opening balance as at
01/01/2019
4,855 30,570 (124) (1,868) 89,745 (10,275) 112,903 20,102 133,005
Result for the financial
year
9,108 9,108 4,046 13,154
Other comprehensive
income
(146) (393) (539) (100) (639)
Total comprehensive
income
- - (146) - 9,108 (393) 8,569 3,946 12,515
Capital increases - -
Capital increases
subsidiaries
subscribed by third
parties
- -
Dividends (2,056) (2,056) (2,064) (4,120)
Own shares (bought)/
sold
- -
Sale options granted - -
Business combination 312 312 1,662 1,974
Closing balance as at
31/12/2019
4,855 30,570 (270) (1,868) 97,109 (10,668) 119,728 23,646 143,374
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

In 2020, the equity situation was impacted mainly by:

• The consolidated result for the period of € 8.4 million.

• The dividends paid to non-controlling shareholders in certain consolidated companies for the 2020 financial year amounting to € -2.3 million.

• The change in conversion rate adjustments (€ -5.8 million).

• The re-assessment of debts linked to the selling and buying options with minority interests (- € 1.5 million).

• A transaction affecting the percentage held in subsidiaries without entailing a modification in the controlling interest (€ 0.6 million).

Please note, as regards the 2019 financial year, Floridienne did not distribute dividends owing to the uncertainties linked to the COVID-19 coronavirus pandemic.

As regards the 2020 financial year, the Board of Directors will put a proposal to the Floridienne Annual General Meeting to pay a gross dividend of € 2.3 per share.

Manhattan Office Tower Avenue du Boulevard 21 bte 8 1210 Bruxelles Belgique Tél: +32 (0)2 779 02 02 www.mazars.be

Original text of this report is in French

FLORIDIENNE SA

Statutory auditor's report

Financial Year 31.12.2020

1

Manhattan Office Tower Avenue du Boulevard 21 bte 8

Tél: +32 (0)2 779 02 02

FLORIDIENNE SA

Financial Year 31.12.2020

Statutory auditor's report

Mazars Réviseurs d'Entreprises – Bedrijfsrevisoren SCRL

Siège social: Manhattan Office Tower, Avenue du Boulevard 21 bte 8 – 1210 Bruxelles

TVA: BE 0428.837.889 – RPM: Bruxelles – Banque: IBAN BE44 3630 5388 4045 BIC BBRUBEBB

Original text of this report is in French

1210 Bruxelles Belgique

www.mazars.be

Original text of this report is in French

Floridienne SA Company number: BE0403.064.593

Statutory auditor's report to the general meeting of FLORIDIENNE SA for the year ended 31 December 2020

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 submit our statutory auditor's report. This report includes our report on the consolidated financial statements and the other legal and regulatory requirements. These parts should be considered as integral to the report.

We have been appointed in the capacity of statutory auditor by the general shareholders' meeting of 5 June 2018, in accordance with the proposal of the Board of Directors ("bestuursorgaan" / "organe d'administration") issued upon recommendation of the audit committee. Our statutory auditor's mandate expires on the date of the general meeting deliberating on the annual accounts closed on 31 December 2020. We have performed the statutory audit of the consolidated financial statements of FLORIDIENNE SA for at least 20 consecutive periods.

Report on the consolidated financial statements

Unqualified opinion

We have performed the statutory audit of the Group's consolidated financial statements, which comprise the consolidated statement of the financial position as at 31 December 2020, the consolidated income statement and other comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies and other explanatory information. The consolidated statement of financial position shows total assets of 390.756.(000) EUR and the consolidated income statement shows a profit for the year then ended of 8.443.(000) EUR.

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 2020, as well as of its consolidated financial performance 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 unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). 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 requirements that are relevant to the audit of consolidated financial statements in Belgium, including those concerning 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

Statutory auditor's report Financial Year 2020

Without qualifying our opinion expressed here above, we draw attention to Note 15 [Other non-current and current assets] of the consolidated financial statements containing a description of the uncertainty related to the fair value valuation of the investment in the company Larzul, shown in other non-current financial assets (2,6 MEUR), and the receivables held on that company (1,5 MEUR), particularly with

Original text of this report is in French

Floridienne SA Company number: BE0403.064.593

regard to the evolution of the legal proceedings preventing the group to exercise its power of control on that company.

Key audit matters

Statutory auditor's report Financial Year 2020

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 year. These matters were addressed in the context of our audit of the consolidated accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Description of the key audit matter How our audit addressed the key audit matter
Valuation of Goodwill
As of December 31, 2020, the net goodwill included
in the assets of the FLORIDIENNE Group's
statement of financial position amounts to 96.405
KEUR and represents 24,7 % of total assets. The
details of goodwill are presented in Note 11 to the
consolidated financial statements.
Under IFRS (IAS 36 – Impairment of assets] , the
company
is
required
to
perform
an
annual
impairment test on goodwill. Based on the annual
impairment test on goodwill, the Board of Directors
concluded that no impairment loss on goodwill was
to
be recognized.
The main assumptions and
sensitivities are presented in Note 11 to the
consolidated financial statements.
We have considered that the valuation of goodwill
and the annual impairment test on these assets
constitute a key audit matter since

the
importance
of
these
assets
in
FLORIDIENNE's
consolidated
financial
statements;

the judgment and the accounting estimates
required by the Board of Directors in the
assessment of potential impairment losses,
which are based in particular on assumptions
(prospective data and valuation parameters)
that are influenced by the current and future
economic conditions.
Our audit approach to assess the goodwill valuation
is based on a detailed analysis – on a sample base
- of the forecasts and the annual impairment test.
The work included, amongst others:

an assessment of the mathematical accuracy
of the calculations;

a reconciliation with the prospective data
approved by the Board of Directors;

an analysis of the assumptions used in the
underlying analysis process
of the annual
impairment test
prepared by the Board of
Directors, including expected future cash
flows, growth rates, discount rates and other
relevant assumptions;

a test of the "robustness" of assumptions used
by challenging them with past experience, and
particularly
the
assumptions
applied
in
previously used models (back testing).
Furthermore, we have assessed the adequacy and
appropriateness of the disclosures provided by the
company in Note 11 to the consolidated financial
statements in accordance with IAS 36.
References to the notes to the consolidated
financial statements
The valuation of goodwill is referred to in Note 11.

2

3

Original text of this report is in French

Floridienne SA

Statutory auditor's report Financial Year 2020

2

Original text of this report is in French

regard to the evolution of the legal proceedings preventing the group to exercise its power of control

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 year. These matters were addressed in the context of our audit of the consolidated accounts as a whole, and in forming our opinion thereon, and

Description of the key audit matter How our audit addressed the key audit matter

Our audit approach to assess the goodwill valuation is based on a detailed analysis – on a sample base - of the forecasts and the annual impairment test.

▪ an assessment of the mathematical accuracy

▪ a reconciliation with the prospective data approved by the Board of Directors; ▪ an analysis of the assumptions used in the underlying analysis process of the annual impairment test prepared by the Board of Directors, including expected future cash flows, growth rates, discount rates and other

▪ a test of the "robustness" of assumptions used by challenging them with past experience, and particularly the assumptions applied in

previously used models (back testing). Furthermore, we have assessed the adequacy and appropriateness of the disclosures provided by the company in Note 11 to the consolidated financial

References to the notes to the consolidated

The valuation of goodwill is referred to in Note 11.

The work included, amongst others:

of the calculations;

relevant assumptions;

statements in accordance with IAS 36.

financial statements

Floridienne SA

on that company.

Key audit matters

Valuation of Goodwill

consolidated financial statements.

consolidated financial statements.

constitute a key audit matter since

economic conditions.

statements;

Statutory auditor's report Financial Year 2020

Company number: BE0403.064.593

we do not provide a separate opinion on these matters.

As of December 31, 2020, the net goodwill included in the assets of the FLORIDIENNE Group's statement of financial position amounts to 96.405 KEUR and represents 24,7 % of total assets. The details of goodwill are presented in Note 11 to the

Under IFRS (IAS 36 – Impairment of assets] , the company is required to perform an annual impairment test on goodwill. Based on the annual impairment test on goodwill, the Board of Directors concluded that no impairment loss on goodwill was to be recognized. The main assumptions and sensitivities are presented in Note 11 to the

We have considered that the valuation of goodwill and the annual impairment test on these assets

▪ the importance of these assets in FLORIDIENNE's consolidated financial

▪ the judgment and the accounting estimates required by the Board of Directors in the assessment of potential impairment losses, which are based in particular on assumptions (prospective data and valuation parameters) that are influenced by the current and future Company number: BE0403.064.593

Description of the key audit matter How our audit addressed the key audit matter
Accounting for business combinations
In 2020, the FLORIDIENNE Group entered into a
business
combination
(IFRS
3

Business
combinations) through obtaining control over the
American
company
Beneficial
Insectary
(Lifescience division) as from the 30th of November
2020.
As a result of this transaction, the group performed
a provisional purchase price allocation resulting in
the recognition of a goodwill for a total amount of
30.274 KEUR. The final purchase price allocation
was not yet finalized, as the group has 12 months
following the date of obtaining control (IFRS 3).
We considered that the
Beneficial Insectary
business combination was important for our audit
because of the judgments applied in the provisional
allocation of the purchase price, particularly in
relation to the contractual bonuses provided for in
the Share Purchase Agreement (SPA).
With regard to the accounting of the acquisitions, we
have, amongst others,

reviewed
the
acquisition
agreements,
assessed
the
appropriateness
of
the
accounting
treatment
and
evaluated
the
disclosures to the notes to the consolidated
financial statements with that regard [Note 32].

Performed specific procedures on the opening
balance of that company, particularly based on
financial and legal due diligence reports;

tested the identification and consistency of the
underlying
assumptions
used
in
the
determination of the value of the assets
acquired and the liabilities assumed by the
Group;
References to the notes to the consolidated
financial statements
Reference is made to the business combination in
Note 32.

Responsibilities of the Board of Directors for preparation of the 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 with the legal and regulatory provisions applicable in Belgium, 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 misstatements, 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.

Statutory auditor's responsibilities 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 it 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 statement.

In carrying out our audit, we comply with the legal, regulatory and normative framework applicable to the audit of consolidated financial statements. The scope of the audit does not comprise any assurance regarding the future viability of the company nor regarding the efficiency or effectiveness demonstrated by the board of directors in the way that the company's business has been conducted or will be conducted. Our responsibilities regarding the application by the Board of Directors of the going concern principle are described hereafter.

Statutory auditor's report Financial Year 2020

Original text of this report is in French

Floridienne SA Company number: BE0403.064.593

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 to express an opinion on the consolidated financial statements. We are responsible for the management, the supervision and the performance of the Group audit. We assume full responsibility for the auditor's opinion.

We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit as well as significant audit findings, including any significant deficiencies in internal control identified during the audit.

We also provide the audit committee 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, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year, 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 matter.

4

5

Original text of this report is in French

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain

• 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

• 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

• 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

• 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

• 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

• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the management, the supervision and the performance of the Group audit.

We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit as well as significant audit findings, including any significant deficiencies in internal

We also provide the audit committee 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

From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year, and are therefore the key audit matters. We describe these matters in our statutory auditor's report unless law

Floridienne SA

internal control;

provided by the latter;

Statutory auditor's report Financial Year 2020

safeguards.

Company number: BE0403.064.593

professional skepticism throughout the audit. We also:

effectiveness of the Group's internal control;

a manner that achieves fair presentation;

control identified during the audit.

cause the Group to cease to continue as a going concern;

We assume full responsibility for the auditor's opinion.

or regulation precludes public disclosure about the matter.

Original text of this report is in French

Floridienne SA Company number: BE0403.064.593

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 on the consolidated financial statements and other matters disclosed in the annual report on the consolidated financial statements.

Responsibilities of the statutory auditor

As part of our 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 director's report on the consolidated financial statements and the other information included in the annual report on the consolidated financial statements, as well as to report on these elements.

Aspects related to Board of Director's report on the consolidated financial statements and to the other information included in the annual report on the consolidated financial statements

In our opinion, after having performed specific procedures in relation to the director's report, the director's report is consistent with the consolidated financial statements for the same financial year, and it is 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 for considering, in particular based on the knowledge we have obtained during the audit, whether the director's report on the consolidated financial statements and other information disclosed in the annual report on the consolidated financial statements (i.e. Group Profile, Key Figures of the Group and Corporate Governance Statement) contains any material misstatements, i.e. any information which is inadequately disclosed or otherwise misleading. Based on the procedures we have performed, there are no material misstatements we have to report to you. We do not express any form of assurance whatsoever on the director's report on the consolidated financial statements.

The non-financial information required pursuant to article 3:32, § 2 of the Code of companies and associations is included in the director's report on the consolidated financial statements, section "Statement on non-financial information / Corporate Social Responsibility". In preparing this nonfinancial information, the company did not rely on a recognized European or international reference framework. Furthermore, we do not express any assurance on the individual elements included in this non-financial information.

Statement concerning independence

Statutory auditor's report Financial Year 2020

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  • Our audit firm and our network did not provide services which are incompatible with the statutory audit of consolidated financial statements, and we remained independent of the Group 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.

Original text of this report is in French

Floridienne SA Company number: BE0403.064.593

Other statements

• This report is in compliance with the contents of our additional report to the audit committee as referred to in article 11 of Regulation (EU) No 537/2014.

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Brussels, 29 April 2021

MAZARS REVISEURS D'ENTREPRISES SCRL Statutory Auditor Represented by

Peter LENOIR

Statutory auditor's report Financial Year 2020

FINANCIAL CALENDAR

Original text of this report is in French

• This report is in compliance with the contents of our additional report to the audit committee as

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Floridienne SA

Other statements

Brussels, 29 April 2021

Statutory Auditor Represented by

Peter LENOIR

Statutory auditor's report Financial Year 2020

Company number: BE0403.064.593

MAZARS REVISEURS D'ENTREPRISES SCRL

referred to in article 11 of Regulation (EU) No 537/2014.

1st interim statement 28 May 2021
Annual General Meeting 1 June 2021
Half-year results 30 September 2021
2nd interim statement 30 November 2021

Drève Richelle 161 P, bte 4, Waterloo Office Park, B- 1410 WATERLOO - www.floridienne.be

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