Immobel NV

Annual Report • Mar 18, 2024

2023 ANNUAL REPORT

Public limited liability company Boulevard Anspach/Anspachlaan 1 - 1000 Brussels TVA BE 0405.966.675 RPM Brussels

Message of the Chair 3
Management report 5
Corporate governance statement 20
Remuneration report 37
Consolidated accounts and condensed statutory accounts 51
Non-financial information 117
General information 118

MESSAGE FROM MARNIX GALLE

Executive Chair

Dear shareholder, dear reader,

2023 was, again, a difficult and challenging year. A year of geopolitical turmoil and macroeconomic turbulence with the global economy cooling and monetary policy tightening for most of the year. All with repercussions for the real estate industry. The residential market cooled down and the institutional investment market for offices came to a halt. Signs emerged towards the year's end that hint at a potential easing of the downturn in our industry. Analysts are seeing indications of green shoots for late 2024 or during 2025. We are optimists no doubt, the reality however is that additional geopolitical tension or consistently stubborn inflation has an immediate impact on our industry. While optimism is warranted, we recognise that relying solely on hope for a fast recovery is not a viable strategy. Our steadfast commitment lies in maintaining agility and readiness to navigate any future challenges and opportunities that may arise. This principle guided us through 2023 and remains central to our approach in 2024.

Let me take you through our 2023 results which reflect the challenging year we had as well as through our company's strong fundamentals and our focus on remaining resilient to business headwinds.

In 2023, the underlying EBITDA reached EUR 35 million and the underlying net result was EUR 12 million. The net results were negatively impacted by the one-time cost linked to the strategic cost-cutting measures and impairments of assets to reflect the current market conditions.

We executed our strategic shift from prioritising 'growth' to emphasising 'operational excellence' in line with our announcement in September last year. This transition yielded a 36% reduction in annual overhead costs, slashing them from EUR 50 million to EUR 32 million. Despite incurring one-time costs amounting to EUR 10 million, these measures are anticipated to yield positive outcomes once market conditions rebound.

We recorded an impairment loss of EUR 40 million, primarily attributed to adjustments in the valuation of assets in France, on EUR 1,7 billion of total assets which equates to 2.3% of total assets. Overall, we adopted a conservative approach when assessing impairments and we will maintain a vigilant stance on asset valuations.

We have diligently worked on controlling, reducing, or accurately assessing the maximum exposure of potential risks in our projects.

Our gearing ratio stands at 62.4%. It is worth noting that this figure incorporates completed office space generating EUR 16 million in indexed yearly rental income through long-term leases. Potential divestment of these offices, subject to favourable market conditions, would consequently lower the gearing ratio.

Our conservative balance sheet and a sound liquidity position of more than EUR 212 million at the end of 2023 gives us a solid financial footing. It enables the company to weather the current market conditions and continue the development of our existing portfolio.

We have secured final permits for a Gross Development Value (GDV) of EUR 311 million, bringing the total permitted GDV to EUR 1.3 billion by year-end on a total gross development value of Immobel's portfolio of EUR 5 billion. Key projects include the transformation of the former Centre Monnaie into a sustainable mixed-use complex (OXY) in the heart of Brussels and The Muse, an office development in a prime Brussels location. Additionally, projects such as Saint-Honoré and Le Pacifique in Paris, along with developments by Immobel Home in Liège and Tielt, underscore our commitment to prime-quality properties with long-term value and high energy efficiency, to benefit once investment volumes pick up again as these assets are preferred by occupants and investors. The duration for obtaining building permits and for appeals to be cleared in an ever more ideological environment is a concern.

I think we can say with confidence that, barring major unforeseen events, our financials are under control, our portfolio of projects at prime locations sets us apart, and our agility coupled with over 160 years of resilience positions us to navigate future economic hardship effectively.

The driving force behind every company is its people. We have further prepared our organisation to be vigilant, agile, and passionate at all times. I extend my sincere gratitude to all talent at Immobel for their dedication and hard work. I am proud of our executive management team's performance. The empowerment of high potentials within our ranks ensures a pipeline of capable leaders ready to seize future opportunities.

We deeply appreciate the trust and loyalty of our shareholders, partners, and stakeholders. The measures we took and everything we put in place the past year means that whatever happens, at Immobel we are ready to navigate the future and capitalise on the opportunities as they arise.

I look forward to everything we will accomplish together in the coming years. We embrace the future, ever agile, ever prepared.

Marnix Galle Executive Chair

MANAGEMENT REPORT

I. Introduction

We are pleased to present the management report of Immobel SA/NV (the "Company"), which contains an overview of the Company's performance and key developments throughout the financial year 2023 at group level. This report has been prepared in accordance with the legal requirements set out in the Belgian code of companies and associations.(the"CCA")

• 1. Situation and evolution of the Company's financial situation This section provides an in-depth analysis of the Company's financial performance, outlining the current financial situation and detailing the evolution over the course of the financial year.
• 1. Significant events after the end of the financial year In accordance with regulatory guidelines, any significant events that have occurred after the end of the financial year are described in more detail in this section.
• 1. Circumstances impacting the Company's development This section describes circumstances that could potentially have a material impact on the Company's development.
• 1. Information relevant to a public take-over bid In the event of a public take-over bid, the Company's commitment to transparency ensures that shareholders have the necessary details to make informed decisions in such circumstances.
• 1. Justification of independence and competence of the Audit & Risk Committee A detailed justification in relation to the independence and competence of the members of the Audit & Risk Committee regarding accounting and auditing matters is set out in this section.
• 1. Non-financial information Non-financial information will be presented in a dedicated chapter called Lexicon (page 117).
• 1. Intra-group conflict of interest

In the event of an intra-group conflict of interest, this section outlines the relevant decision, extracts from the minutes of the board of directors and the auditor's evaluation under the annual report.

1. Corporate Governance Statement Details in relation to corporate governance will be set out in a dedicated statement (page 20).

II. Situation and evolution of the Company's financial situation

Immobel closed its annual accounts on 31 December 2023.

Immobel continues to navigate challenging market and eyes market rebound in 2025.

• Underlying EBITDA1 of EUR 35 million, underlying net result² of EUR 12 million
• Liquidity position³ at EUR 212 million
• Overhead costs reduced by 36% to EUR 32 million annually, with a one-time cost of EUR 10 million for these measures to be incurred this year.
• Average debt cost 3.7% with more than 90% hedged or fixed up to end 2025
• Total assets of EUR 1.7 billion, impaired by EUR 40 million⁴ (2.3% of total assets)
• 78% of portfolio consists of residential real estate, with over 70% located in Belgium and Luxembourg
• Final permits for projects for a GDV5 of EUR 311 million with total permitted GDV at EUR 1.3 billion on a total GDV portfolio of EUR 5 billion
• Gearing ratio6 at 62.4%, with no corporate refinancing planned for 2024 and with EUR 16 million annualised rental income from long-term leases

During the second half of 2023, global real estate markets continued to experience a cooldown due to persistent macroeconomic headwinds and ongoing geopolitical turmoil. Some indicators, including the potential for lower interest rates later this year, hint at a market rebound in 2025. The company maintains its focus on operational excellence, robust risk management and preserving a healthy balance sheet and strong liquidity.

III. Business development (art 3:6 § 1, 1°and art. 3:32, 1° CCA) A. Business development on the level of the Group

• The residential real estate market in Belgium has displayed resilience. Although transaction volumes have experienced a dip, selling prices have witnessed an upward trend. Projects such as Ilot Saint Roch, O'Sea and the Slachthuis site were successful in 2023 and continue to show potential for 2024, just like the newly launched Oxy project in Brussels. Residential markets in Germany, Luxembourg and France continue to grapple with a weakened market. As Immobel has already sold 91% of those key residential projects in these markets, exposure remains minimal.
• Office building sales are at a standstill, but Immobel's completed and unsold properties are nearly fully leased, generating EUR 16 million in annual rental income. The OXY project in Brussels is a prime example, boasting a 70% occupancy rate for its office space and securing long-term leases with Engie and Motel One for the entire hotel area. Moreover, indexation of those rents plays a key role in countering rising yields. Immobel's office buildings are green offices, characterised by high energy efficiency and situated at prime locations. These type of projects are in low supply and there is a high demand for leasing, with ever increasing prime rental prices.
• Immobel and Proximus agreed to extend the timeline for the sale of the Proximus Towers with Immobel holding the sole right to call the transaction. The extension allowed Immobel maintain a healthy balance sheet, reduce interest costs and provides valuable time to assess how markets are evolving.
• The company has transitioned its strategy from "growth" to "operational excellence," resulting in a 36% decrease in annual overhead costs, reducing them from EUR 50 million to EUR 32 million. Immobel's intensified focus lies even more then ever in getting permissions for our projects, advancing construction and pursuing lease or sales contracts, thereby generating value throughout the process. This strategic shift is poised to yield positive impacts on our results once the market rebounds.

¹ Underlying EBITDA (Earnings Before Interest, Depreciation and Amortization) refers to the operating result (including share of result of associates and joint ventures) before amortization, depreciation and impairment of assets (as included in Administration Costs) excluding one-time exceptional cost linked to the cost-cutting measures in UK and France before application of IFRS 11 ² Net profit group share excluding impairments and one-time exceptional cost linked to the cost-cutting measures in UK and France

³ Including cash and undrawn corporate credit lines

⁴ Comprises of impairment on investment properties, write-down on inventories and derecognition of deferred tax assets

⁵ Gross development value: total expected future turnover (group share) of a project or all projects in the current portfolio

⁶ Gearing ratio is calculated by dividing net financial debt by the sum of net financial debt and equity. The gearing ratio is 37.6% when calculated by dividing equity by the sum of equity and net financial debt.

Financial update

• The FY 2023 results reflect the challenging environment to which the real estate market was exposed. In 2023, the underlying EBITDA was at EUR 35 million (internal view⁸ ) and EUR 21 million external view with an underlying net result of EUR 12 million and a net result of EUR -38 million. The net results were negatively impacted by the one-time cost of EUR 10 million linked to strategic cost-cutting measures.
• A EUR 40 million impairment was taken on EUR 1,7 billion of total assets (recorded at cost) which equates to 2.3% of total assets. The impairments primarily relate to a final adjustment made to the valuation of residential assets in France.
• A conservative balance sheet and a sound liquidity position of more than EUR 212 million at the end of 2023 provides Immobel with a solid financial footing, enabling the company to weather the current market conditions and continue the development of its existing portfolio.
• Immobel obtained final permits for a GDV of EUR 311 million, bringing the total permitted GDV at EUR 1.3 billion as of end 2023 on a total GDV of Immobel's portfolio of EUR 5.0 billion. It's worth noting that final permits totaling EUR 254.2 million in GDV were either secured immediately after the conclusion of FY2023 or will be obtained soon.
• As of the close of 2023, the gearing ratio stands at 62.4%. This figure also incorporates completed office spaces which are currently generating EUR 16 million in indexed rental income through long-term leases. Should these offices be divested – contingent upon favourable market conditions – the gearing ratio would consequently decrease. Furthermore, Immobel employs various financial instruments, including interest-rate swaps, to hedge against exposure to variable interest rates. This risk mitigation approach contributes to maintaining an average cost of debt at 3.7%.

ESG update

The company intensified preparations for the Corporate Sustainability Reporting Directive and European Taxonomy guidelines. Our robust ESG approach led to GRESB awarding us a 5-star rating and a score of 95 in the development category, driven by increased certifications, non-fossil fuel adoption and enhanced stakeholder engagement.

⁸ Before application of IFRS 11

B. Comments on the consolidated financial statements

A) Key indicators

CONSOLIDATED TURNOVER PER COUNTRY (MEUR)

	BEFORE IFRS 11	AFTER IFRS 11
Belgium	106.69	88.62
Grand-Duchy of Luxemburg	23.34	14.99
France	55.18	43.96
Poland	0.72	0.72
Germany	3.45	3.45
United Kingdom	0.44	0.87
Total	189.82	152.61

CONSOLIDATED INVENTORIES PER COUNTRY (MEUR)

	BEFORE IFRS 11	AFTER IFRS 11
Belgium	814.75	484.53
Grand-Ducy of Luxemburg	212.98	206.43
France	234.92	210.01
Poland	143.1	102.89
Germany	111.61	111.62
Spain	20.91	2.69
Total	1538.27	1118.17

B) Consolidated accounts

CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME (IN THOUSANDS €)

	NOTES	12/31/2023	12/31/2022
OPERATING INCOME		162 843	243 875
Revenues	2	152 615	227 228
Rental income	3	3 763	9 078
Other operating income	4	6 465	7 569
OPERATING EXPENSES		-189 217	-293 573
Cost of sales	5	-137 430	-208 866
Cost of commercialisation			- 204
Administration costs	6	-51 788	-84 503
Administration costs - Others	6	-51 788	-40 714
Administration costs - Goodwill impairment	6		-43 789
OPERATING PROFIT		-26 374	-49 698
JOINT VENTURES AND ASSOCIATES		3 001	67 181
Share of result of joint ventures and associates, net of tax	7	3 001	67 181
OPERATING PROFIT AND SHARE OF RESULT OF ASSOCIATES AND JOINT VENTURES, NET OF TAX		-23 373	17 483
Interest income		10 513	4 398
Interest expense		-9 865	-4 272
Other financial income		1 847	103
Other financial expenses		-4 447	-4 584
NET FINANCIAL COSTS	8	-1 952	-4 355
PROFIT BEFORE TAXES		-25 326	13 128
Income taxes	9	-12 261	-2 755
PROFIT OF THE PERIOD		-37 587	10 373
Share of non-controlling interests		836	- 350
SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY		-38 423	10 723
PROFIT FOR THE PERIOD		-37 587	10 373
Other comprehensive income - items that are or may be reclassified subsequently to profit or loss		-2 164	5 524
Currency translation		1 238	1 779
Cash flow hedging		-3 402	3 745
Other comprehensive income - items that will not be reclassified subsequently to profit or loss		271	111
Actuarial gains and losses (-) on defined benefit pension plans	23	271	111
TOTAL OTHER COMPREHENSIVE INCOME		-1 893	5 635
COMPREHENSIVE INCOME OF THE PERIOD		-39 479	16 008
Share of non-controlling interests		648	544
SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY		-40 127	15 464
EARNINGS PER SHARE (€) (BASIC/DILUTED)	10	-3.85	1.08

CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IN THOUSANDS €)

ASSETS	NOTES	12/31/2023	12/31/2022
NON-CURRENT ASSETS		367 090	362 294
Intangible assets	11	1 693	1 357
Property, plant and equipment	12	3 425	4 122
Right-of-use assets	13	9 017	9 937
Investment property	14	60 146	67 686
Investments in joint ventures and associates	15	167 312	144 891
Advances to joint ventures and associates	15	109 209	111 527
Deferred tax assets	16	13 455	21 733
Other non-current financial assets		1 422
Cash guarantees and deposits		1 411	1 041
CURRENT ASSETS		1 361 198	1 385 733
Inventories	17	1 118 165	985 726
Trade receivables	18	24 198	17 591
Contract assets	19	22 480	42 148
Income Tax receivables		1 986	988
Prepayments and other receivables	20	49 042	56 217
Advances to joint ventures and associates	15	10 551	3 450
Other current financial assets		2 696	3 687
Cash and cash equivalents	21	132 080	275 926
TOTAL ASSETS		1 728 289	1 748 027

EQUITY AND LIABILITIES	NOTES	12/31/2023	12/31/2022
TOTAL EQUITY		501 675	573 140
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY		484 798	556 552
Share capital		97 257	97 257
Retained earnings		383 151	456 249
Reserves		4 390	3 046
NON-CONTROLLING INTERESTS		16 877	16 588
NON-CURRENT LIABILITIES		815 709	744 480
Employee benefit obligations	23	144	567
Deferred tax liabilities	16	22 676	21 136
Financial debts	21	787 946	722 777
Derivative financial instruments	21	4 943
CURRENT LIABILITIES		410 906	430 408
Provisions	24	3 802	3 829
Financial debts	21	176 182	179 723
Trade payables	25	80 718	98 384
Contract liabilities	26	81 549	51 485
Income Tax liabilities		2 154	13 057
Social debts, VAT and other tax payables	27	12 486	20 021
Accrued charges and other amount payable	27	28 771	34 339
Advances from joint venture and associates	15	25 244	29 570
TOTAL EQUITY AND LIABILITIES		1 728 289	1 748 027

C) Immobel SA company accounts

Income Statement

The operating profit amounts to EUR 0.30 million for the past financial year.

The financial result amounts to EUR 88.53 million, being the net amount of interest charges on group financing (bonds and corporate lines), capital gains on disposals of subsidiaries, interest income from loans to the various subsidiaries, mainly generated by dividends..

Immobel's financial year ended with a net profit before taxes of EUR 88.84 million.

The Balance Sheet

The total balance sheet amounts to EUR 1,033.74 million and is mainly composed of financial investments in subsidiaries and claims on these subsidiaries (EUR 908.68 million), the project stock directly held by Immobel SA (EUR 38.88 million), own shares (EUR 1.14 million) and cash and cash equivalents (EUR 58.78 million).

The equity amounts to EUR 419.99 million as of 31 December 2023. The liabilities are mainly composed of longterm debts (EUR 560.57 million) and short-term debts (EUR 43.37 million).

Allocation of results

The profit to be allocated, taking into account the amount carried forward from the previous year amounts to EUR 215.56 million.

The board of directors proposes to the annual general shareholder's meeting of 18 April 2024 to distribute a gross dividend of EUR 1,20 per share in circulation for the year 2023 in the form of an optional dividend. The final decision regarding the time of payment and the terms and conditions of the optional dividend will be taken by the board of directors following the annual general shareholder's meeting of 18 April 2024.

Main risks and uncertainties

The Group faces the risks and uncertainties inherent to the real estate development sector as well as those associated with the global macro-economic and geo-political situation.

On a non-exhaustive basis, at least the following risk factors are relevant to the Company, its activities and financial results:

RISK FACTORS SPECIFIC TO IMMOBEL

Risks related to Immobel's business activities and industries

Difficulties in relation to Immobel's development projects, in particular delays due to permitting difficulties and inflation may impact the results at project level and hence the performance and overall financial condition of Immobel.

Development projects tend to be subject to a variety of (project specific and general) risks, which could cause i.a. late delivery of a project and, consequently, increase the development period, trigger a budget overrun, lead to breaches of contractual obligations, cause a loss or decrease of expected income from a project or even, in some cases, its actual termination.

The Group mainly acquires land or existing real estate assets to develop its projects without the required permits being in place prior to acquisition. The Group's projects are therefore subject to the risk of changes in the relevant urban planning regulations and environmental and, most importantly, construction and/or environmental permits being obtained in a form consistent with the project plan and concept at the time of acquisition. The realisation of any project may, therefore, be adversely affected by (i) the difficulties and/or failure to obtain, maintain or renew necessary permits, (ii) delays in obtaining, maintaining or renewing relevant permits and (iii) the difficulties or impossibility to comply with the terms and conditions of the permits. Furthermore, a permit may be subject to an appeal in suspension and/or annulment by any interested party, leading to potential suspensions and/or (material) delay in the development, and, ultimately, postpone the sale of a project and therefore negatively impact the financial condition of the Group.

Other factors which may have an impact on the development of the Group's projects are delays resulting from adverse weather conditions, work disputes at (general) contractor level, flaws and delay in the construction process, issues with counterparties, accidents on or around the construction site, unforeseen technical difficulties and partial or total destruction of projects.

In addition, the Group is affected by the increase in inflation of the past years. This has had an impact on the Group through increased commodity prices, and hard and soft costs which has put pressure on the margins of Immobel. These factors may have an impact on the expected return of the projects and therefore the operational results of Immobel, without prejudice to the mitigating actions taken by the Group to try to decrease to a maximum extend the impact of any such factors (e.g. increase in exit prices, contractual arrangements with fixed pricing, etc.). The

continuing global geopolitical tensions have further aggravated this trend. Any future increase of inflation could put further pressure on the margins of Immobel.

Changes to market conditions in the markets where Immobel's portfolio is located may adversely impact the value of the portfolio and consequently, the financial position of Immobel.

Immobel's revenues depend to a large extent on the volume and the exit value of its real estate projects. Hence, the results of Immobel can fluctuate significantly from year to year depending on the number of projects that can be brought to the market for disposal and their ultimate exit value.

In this respect, Immobel is exposed to the national and international economic conditions and other events and occurrences that affect the markets in which Immobel's property development portfolio is located: the office property market in Belgium (mainly in Brussels), Luxembourg, Poland, France and the United Kingdom; the residential (housing as well as bare plots) property market in Belgium, Luxembourg, Germany, France and Poland, and the leisure and residential market in Spain

Changes in the principal macroeconomic indicators (such as the gross domestic product or interest rates) or a general economic slowdown in one or more of Immobel's markets or on a global scale or due to the uncertain nature and duration of the current geopolitical situations and the resulting market volatility, could result in a lower demand for office buildings, residential property or building plots, higher vacancy rates and higher risk of default of service providers, building contractors, tenants and other counterparties. Such changes may in particular impact the Group's projects with a longer lead time.

Furthermore, there is no certainty that, once on the market, Immobel will find a buyer for a project (or any part thereof) or that the transfer occurs at appropriate or expected conditions. Immobel could also experience difficulties in the search for suitable tenants and in relation to the follow-up of the leases before a disposal of a project. Finally, Immobel has projects where an asset under development is preleased or pre-sold to a third party and where Immobel could incur liabilities if and when such projects are not completed within the pre-agreed timeline or long stop date.

Any of such risks could reduce revenues for the Group's projects and the demand for these projects generally, which could in turn materially adversely affect the value of the Immobel's property portfolio and, consequently, its financial position and development prospects.

An inappropriate development and investment strategy and underlying assumptions and assessments may impact demand and consequently Immobel's revenues.

When making strategic decisions on property development investments, Immobel has to make certain assessments and assumptions as to future economic conditions, market trends and other conditions which might impact the project's performance and potential return on investment at the time of completion of a project. For example, Immobel aims to develop its projects in prime locations, which may evolve over time due to a variety of factors (including because of (geo)political changes and instability).

The risks relating to the correctness of the specific assessments and assumptions are a function of a number of variables and may be even more imminent and material in relation to long-term projects, because it is more difficult to predict such variables over an extended period of time.

In addition, Immobel may not take into account all relevant factors to make an informed decision or Immobel's assessments and assumptions may not be verified in practice.

Making the right strategic decisions on property development investments and making the right assessments and assumptions about (future) market trends and conditions is a key factor for the success of Immobel's business. If Immobel makes the wrong strategic decision, uses the wrong or not all relevant factors or if the assessments or assumptions do not prove to have been accurate, this may have an impact on Immobel's revenues for its projects (through disposals or leases) and the demand for these projects generally, and, as a result have an adverse effect on Immobel's business, results of operations, financial condition and prospects.

Changes in interest rates may have an impact on factors like the demand for and the yield of Immobel's development projects.

A variation in the interest rates may have an impact on the demand for real estate as an asset class and for Immobel's projects in the various segments in which it is active.

Higher interest rates leads to higher annual costs of lending which has a direct impact on a buyer's capacity to lend money for buying real estate. This puts pressure on demand for real estate.A variation in the interest rate may affect the expected yield demanded by investors, which may have an impact on the sales price at which a deal may take place. Higher interest rates has the general effect that other investment classes such as bonds and debt securities yield a higher return, and therefore become more competitive compared to an investment in real estate. This may decrease the demand for real estate.

Furthermore, Immobel's development projects are in general subject to risks relating to interest rate fluctuations, for example the impact thereof on development costs. Not only the direct impact of increased financial costs, but also the indirect impact of increased financial costs on other inputs. The rising interest rates can furthermore lead to an increase of financing costs for the Group.

If interest rates remain at their current high levels or even increase further, this may continue to have a material impact (or such impact can even be exacerbated) on the capacity of Immobel to sell its projects at the expected returns and may also, with a delayed effect, have an impact on the value of the Immobel's property development portfolio.

Immobel's development and/or investment activities may be adversely impacted by failure by counterparties to honour their obligations and/or disagreement with partners or co-investors.

In the context of its development activities, Immobel is subject to the risk that a counterparty, such as a purchaser of a pre-sold project, (general) contractor, architect or other service provider, does not or does not timely honour its contractual obligations. Although Immobel pursues diversification as part of its counterparty selection process and a monitoring of their performance, such inability of a counterparty to honour its contractual obligations could have an impact on Immobel's planning and project costs, its capacity to perform its own contractual obligations and, consequently, its operational or financial position (e.g. when a general contractor does not abide by its contractual obligations, this could delay the construction works, impact the planning and/or the project costs of the entire project and therefore its operational and financial results). In addition, in case of insolvency of any (general) contractor(s) or architects, this would significantly increase the risk that the Group could be held liable under the ten-year civil liability under Belgian law (or equivalent legal provisions in other countries in which Immobel is active), instead of such contractors or architects.

As part of its business strategy, Immobel actively pursues joint investments in properties and assets with third parties and intends to purchase and develop properties in joint ventures or partnerships with the sellers of the properties, other developers or financial investors, in certain circumstances as a minority shareholder.

Joint ownership of properties may, under certain circumstances, involve additional risks, such as (i) the possibility that Immobel may incur liabilities as a result of actions taken by any such partner or co-investor or their inability to honour their contractual obligations and (ii) the fact that the partners or co-investors in the venture may have a difference of opinion in relation to the development or sale of the venture's properties, the strategy of the venture, its management or their rights upon termination or divestment of the venture. Any such circumstances may result in subjecting the assets of the joint venture or partnership to unexpected liabilities. Under these arrangements, Immobel may not have the power to exercise control over the venture and, under certain circumstances, a difference of opinion with its partner or co-investor may lead to an impasse that may have, or result in, an adverse impact on the value of its asset(s), the operations and profitability of the joint venture or partnership and, ultimately, the financial position of Immobel.

Risks related to Immobel's financial situation

Immobel may be unable to maintain a sufficient liquidity level and/or attract and maintain the necessary financing at favourable terms.

The development of the Group's projects requires important investments which are primarily financed through equity and credit facilities at the level of the projects. On the Group level, Immobel is financed through equity, bonds and corporate credit facilities.

The Group may not be able to renew the existing financing agreements or the existing financings may be cancelled. The Group may furthermore be unable to attract new financing or to negotiate and enter into new financing agreements on terms which are commercially desirable.

In addition, the existing credit agreements of the Group also include certain covenants. A breach of any such covenants may lead to an event of default under the relevant bonds or credit agreements and a cross default under different financings

Throughout 2023, the Group has taken various actions to strengthen its liquidity position and reduce overhead costs ( i.a. by reducing the team responsible for the development of small residential projects in France as well as transferring its real estate investment management activity from London to Brussels).

If the Group is unable to maintain a sufficient liquidity level and/or secure the necessary financing against favourable terms, the Group may be unable or face important challenges to make certain investments or proceed with certain projects. This may have a material adverse effect on Immobel's cash flow and results.

Fluctuations in Immobel's interest rates could materially impact its financial results.

Given its current and future indebtedness, Immobel is affected by a short or long-term change in interest rates, by the credit margins taken by the banks and by the other financing conditions.

Immobel's financing is mainly provided on the basis of short-term interest rates (based on the EURIBOR rates for one to twelve months). Immobel hedges most of its exposure to variable short-term interest rates resulting in less exposure to short-term interest rate changes. Immobel remains exposed to longer-term interest rate fluctuations.

Legal and regulatory risks

Due to the nature and regulatory framework of the business in which it operates, Immobel faces an increased risk of liability for environmental issues regarding its property development portfolio.

Immobel's operations and property development portfolio are subject to various laws and regulations in the countries in which it operates concerning the protection of the environment, including, but not limited to, regulation of air, soil and water quality, controls of hazardous or toxic substances and guidelines regarding health and safety. Due to the nature of Immobel's business and the significant liabilities which may potentially arise from breaches of environmental laws, Immobel faces an increased compliance risk with respect to such laws and regulations.

Immobel may be required to pay for clean-up costs (and, in specific circumstances, for aftercare costs) for any contaminated property it currently owns or may have owned in the past. In addition, contaminated properties may experience decreases in value. As a property developer, Immobel may also be subject to legal actions and claims, incur fines or other penalties for any lack of environmental compliance and may be liable for remedial costs. Any of these risks may cause significant reputational damage to Immobel (causing decreased sales or a diminished ability to acquire interesting new development projects) and may have a material adverse effect on the financial condition, business and prospects of the Group.

Immobel may be subject to litigation, including potential warranty claims relating to the lease, development or sale of real estate.

In the normal course of Immobel's business, legal actions, claims against and by Immobel and its subsidiaries and arbitration proceedings involving Immobel and its subsidiaries may arise. Immobel is specifically subject to numerous complex and fast evolving laws (including environmental laws) which may give rise to various kinds of disputes. Furthermore, due to the nature of its business, Immobel is involved in dealings with a wide array of counterparties (sellers or purchasers of properties, tenants, contractors and subcontractors, current or former employees…) or third parties which may initiate proceedings. Such proceedings could have a material adverse effect on Immobel's business, financial condition, operating results and prospects.

Immobel may also be subject to warranty claims due to defects in quality or title relating to the leasing and sale of its properties. This liability may apply to defects in properties that were unknown to Immobel but could have, or should have, been revealed. It may also be subject to legal actions and claims by purchasers of its properties based on breaches of representations and warranties about those properties given by Immobel at the time of disposal.

Any such legal disputes may involve substantial claims for damages or other payments. There may also be adverse publicity associated with litigation, regardless of whether the allegations are valid or whether the Group is ultimately found liable. As a result, such proceedings could have an adverse effect on the Group's business, financial condition, operating results and prospects.

IV. Important events after the end of the financial year (art. 3:6 § 1, 2° and art. 3:32, 2° CCA)

Nihil

V. Circumstances likely to have a significant influence on the development of the Company (art. 3:6 § 1, 3° and 3:32, 3° CCA)

Major judgement & estimates

To the directors' knowledge, there are no circumstances likely to have any significant influence on the development of the Company. With respect to the geopolitical and economic turmoil on the economic circumstances and on the financial performance of the Company, the board of directors of the Company assesses on a continuous basis the going concern assumption of the Company based on a floored case which is updated on a regular basis.

Going concern

The geopolitical and economic turmoil is currently still having an impact on the activity of the company and the sector as a whole. As a buffer against this market conditions the Company has a liquidity position of EUR 212 million at the end of December 2023 to weather current market conditions.

Based on available and committed credit lines and available cash and taking the floored case into consideration, the board of directors of the Company is of the opinion that the Company can maintain the going concern assumption.

VI. Justification of the independence and competence of at least one member of the Audit & Risk Committee (art. 3:6 §1, 9° and art. 3:32, 6° CCA

Except for Michèle SIOEN⁴ , all members of the audit & risk committee (currently composed of Pierre NOTHOMB⁵ , Patrick ALBRAND6 , Wolfgang de LIMBURG STIRUM⁷ and Michele SIOEN⁸ ) meet the independence criteria stated in art. 7:87 CCA as well as in provision 3.5 of the 2020 Corporate Governance Code. All aforementioned members (except for Michèle SIOEN) sit on the board of directors and the audit & risk committee of the Company as independent directors.

All members of the audit & risk committee of the Company hold university degrees, occupy positions as directors in international groups and, as such, hold mandates in the audit committees of other companies and organisations.

VII. Additional information

In as far as it is necessary, the board of directors of the Company reiterates:

• that the Company has not set up any branches (art. 3:6 §1, 5° CCA) and
• that, given the results of the Company, there has been no reason to justify the application of continuity accounting rules (art. 3:6 §1, 6° CCA).

Furthermore, the board of directors of the Company confirms that during the past financial year:

• it has not been decided to increase the capital of the Company within the framework of the authorised capital (art. 7:203 CCA); and

⁴ In her capacity of permanent representative of M.J.S. Consulting BV.

⁵ In his capacity of permanent representative of PIERRE NOTHOMB SRL.

⁶ In his capacity of permanent representative of Skoanez SAS.

⁷ In his capacity of permanent representative of LSIM SA.

⁸ In her capacity of permanent representative of M.J.S. Consulting BV.

• that Immobel has not sold any own shares during the reporting year (art. 7:220 §2 CCA) outside the vesting of shares as part of the variable remuneration in the reported year.

VIII. Application of the procedures regarding conflicts of interest

The board of directors of the Company reports that, during the financial year under review, the conflict-of-interest procedure prescribed by articles 7:96 and 7:97 CCA has been applied on three occasions.

The board of directors has applied the conflict-of-interest procedure when taking its decision to validate the remuneration package and remuneration policy in 9 March, 21 June and 13 December 2023.

Below you will find an extract of the relevant minutes of the board of directors concerning this decision:

Board of Directors of 9 March 2023

"Before the deliberation started, A³ Management BV, represented by Marnix Galle declared that he had a potential conflict of interest, as defined under article 7:96 of the BCC, with respect to this Agenda item. This potential conflict of interest arises because A3 Management bv, represented by Marnix Galle, is the Executive Chair / CEO of the Company will be the beneficiary of the remuneration to be decided upon by the Board of Directors.

In accordance with article 7:96, the Statutory Auditor of the Company will be informed of the existence of the conflict of interest.

Marnix Galle left the Meeting. He did not participate to the deliberations or the resolutions.

c) Update on the individual remuneration packages.

The Chair of the Remuneration Committee commented on the reviewed remuneration proposal for the role of CEO as prepared by the Remuneration Committee and following the benchmarking exercise executed by Deloitte.

Base salary

Current Proposal Change

Marnix Galle

800,000	700,000	-100,000
---------	---------	----------

This proposal does not include the remuneration for the role of Chair of the Board which is in addition. The Directors reflected on the proposal to review the base salary of the CEO given the evolution of the current market. The decrease aims to further align the remuneration of the CEO with the relevant benchmark.

Resolution: Upon proposal of the Members of the Remuneration Committee, the non-conflicted Directors participating in the vote unanimously, decided to decrease the remuneration of the CEO as follows as from 1/1/2023."

Board of Directors 21 June 2023:

"Before the deliberation started, A3 Management bv, represented by Marnix Galle declared that he had a potential conflict of interest, as defined under article 7:96 of the BCC, with respect to this Agenda item.

This potential conflict of interest arises because A3 Management bv, represented by Marnix Galle, is the Executive Chair / CEO of the Company will be the beneficiary of the remuneration to be decided upon by the Board of Directors.

In accordance with article 7:96, the Statutory Auditor of the Company will be informed of the existence of the conflict of interest.

Marnix Galle left the meeting.

5.b Individual remuneration – update packages.

The Members reviewed the proposal of Marnix Galle to decrease his fixed fee with an additional € 100,000 and agreed on the proposal:

Base salary	Current	Proposal	Change
Marnix Galle	700,000	600,000	-100,000

Resolution: The Directors decided to review the remuneration package as described above with effect as of 1/1/2023.

Board of Directors 13 December 2023:

"Before the deliberation started, A3 Management bv, represented by Marnix Galle declared that he had a potential conflict of interest, as defined under article 7:96 of the BCC, with respect to this Agenda item. This potential conflict of interest arises because A3 Management bv, represented by Marnix Galle, is the Executive Chair / CEO of the Company will be the beneficiary of the remuneration to be decided upon by the Board of Directors.

In accordance with article 7:96, the Statutory Auditor of the Company will be informed of the existence of the conflict of interest.

Marnix Galle left the meeting.

Upon proposal of the Executive Chair and upon recommendation of the Remuneration Committee, the Directors reviewed the proposed base salary:

Base salary	Current	Proposal	Change
Marnix Galle	600,000	500,000	-100,000

Resolution: Upon recommendation of the Remuneration Committee, the Directors decided to review the remuneration package of Marnix Galle as described above with effect as of 1/1/2024.

Marnix Galle joined the Meeting. The Chair of the Remuneration Committee summarized the decision taken by the Board of Directors regarding his remuneration package."

IX. Corporate governance statement (art. 3:6 §2 CCA), including the remuneration report (art. 3:6 §3 CCA) and the description of the internal control systems and the risk management (art. 3:32 § 2, 3° CCA)

The corporate governance statement is part of this management report.

X. Take over bid

Pursuant to article 34 of the Royal Decree of 14th November 2007 concerning the obligations of issuers of financial instruments admitted for trading on a regulated market, the board of directors of the Company states that the following information could have an incidence in case of takeover bid (being understood that the other elements are currently not applicable for the Company):

• 1° the capital amounts to EUR 97,356,533.86 represented by 9,997,356 shares, without par value, each representing an equal part of the capital (art. 4 of the Articles of Association).
• 2° the board of directors of the Company is authorised to increase the share capital to a maximum amount of EUR 97,000,000.00 (article 11 of the Articles of Association), in view of the fact that the exercise of this power is limited in the event of a public takeover bid by article 7:202 CCA;;
• 3° regarding the appointment and replacement of members of the board of directors of the Company, the Articles of Association specify that the board of directors consists of at least 4 members, appointed by the general meeting of shareholders, on the proposal of the nomination committee, and for a period of at most 4 years;
• 4° for amendments to the Articles of Association, there is no regulation other than that determined by the CCA.

XI. Management & audit of the Company – Executive Committee

A. Board of Directors

It will be proposed at the annual general meeting of shareholders of 18 April 2024, to decide on the renewal of the following mandates:

• The company SKOANEZ SAS, represented by Patrick Albrand, for a period of 4 years expiring at the annual general shareholder's meeting to be held in 2028;
• The company LSIM SA, represented by Wolfgang de Limburg Stirum, for a period of 4 years expiring at the annual general shareholder's meeting to be held in 2028;
• The company Astrid de Lathauwer Comm.V, represented by Astrid de Lathauwer, for a period of 4 years expiring at the annual general shareholder's meeting to be held in 2028;

It will be proposed at the annual general meeting of 18 April 2024 to confirm the above mandates, as independent director within the meaning of the articles 7:97 § 3 and 7:87, § 1 of the CCA, who declare to meet the independence criteria.

B. Statutory Auditor

The appointment of KPMG Reviseurs d'Entreprises/Bedrijfsrevisoren BV, represented by Filip De Bock, as statutory auditor, shall expire on the annual general meeting of shareholders of 18 April 2024.

At the annual general meeting of shareholders of 18 April 2024, KPMG Reviseurs d'Entreprises/Bedrijfsrevisoren BV, represented by Filip De Bock, shall be proposed to be appointed as statutory auditor, for a period of 3 years, expiring at the ordinary general meeting to be held in 2027. The fee per year will amount to 137,480 EUR (excluding VAT and costs, indexed annually).

C. Executive Committee

As at 31st December 2023, the Executive Committee was composed as follows:

• Marnix GALLE*, Chair
• Olivier THIEL*, Senior Managing Director of France, Germany, Poland and Spain and Co-Head of Development Belgium
• Karel BREDA*, Chief Financial Officer

• Stephanie DE WILDE*, Chief Legal Officer, and
• Adel YAHIA*, Senior Managing Director Immobel Belgium and Luxembourg.

* acting for a company.

The following changes occurred in the course of 2023:

• Olivier Thiel (Senior Managing Director of France, Germany, Poland and Spain and Co-Head of Development Belgium) has joined the Executive Committee on 1 January 2023;
• Duncan Owen (Managing Director of Immobel Capital Partners) has terminated his mission for the Company on 28 February 2023;
• Olivier Bastin (Managing Director Immobel Luxembourg) has terminated his mission for the Company on 31 March 2023.

We therefore ask you to approve the terms of this report and grant discharge to the members of the board of the directors of the Company and the statutory auditor.

* * *

* * *

Approved during the meeting of the board of directors of the Company on March 6th, 2024.

PIERRE NOTHOMB BV represented by Pierre Nothomb Director

A³ MANAGEMENT BV represented by Marnix Galle Executive Chair of the Board

CORPORATE GOVERNANCE STATEMENT

In addition to complying with the applicable laws and regulations, Immobel SA (hereinafter referred to as the "Company") sets itself high standards of corporate governance and continuously reassesses its methods based on acceptable principles, practices, and requirements, as set out in the corporate governance charter of the Company (the "Corporate Governance Charter"). In this Corporate Governance Charter, the Company applies the Belgian Corporate Governance Code9 (the "Corporate Governance Code") as a reference code within the meaning of Article 3:6, §2, section 1 of the Belgian Code of Companies and Associations (the "CCA").

All capitalised terms defined in this corporate governance statement shall have the same meaning as in the Corporate Governance Charter of the Company, unless explicitly stated otherwise.

On 31 December 2023, the Board of Directors has stated that, to its knowledge, its corporate governance practice is compliant with the Corporate Governance Code, except regarding the following and subject to changes:

• 1. The Chair, who is not only a member of the Board of Directors, but also of Executive Management (in this capacity, he is referred to as the Executive Chair) as he also performs the tasks of the CEO. By doing so, the Company deviates from Section 3.12 of the Corporate Governance Code. This deviation is explained by the fact that Marnix Galle is currently deemed to be the best placed to fulfil the functions of both the Executive Chair and the CEO considering Marnix Galle's unique track record in real-estate, including his knowledge, skills, experience and seniority level in the Company, and his long-term engagement and relationship vis-à-vis the Company as well as the Company's shareholders/stakeholders. Hence, this is considered to be in line with the Company's interests. Therefore, references below to "Chair" and "CEO" shall be interpreted and construed as referring to the same individual.
• 1. The Nomination Committee shall be chaired by Marnix Galle who acts both as Executive Chair and CEO of the Company (see above). By doing so, the Company deviates from the recommendation in Section 4.19 of the Corporate Governance Code. Such deviation is explained by the fact that Marnix Galle has an extensive network and is considered as most fit to chair the Nomination Committee.
• 1. The non-executive members of the Board of Directors are not partly remunerated in the form of shares in the Company. As such, the Company deviates from Section 7.6 of the Corporate Governance Code. This deviation is explained by the fact that the interests of the non-executive directors are currently considered to be sufficiently oriented to the creation of long-term value for the Company and, hence, that the issue of shares to them is not deemed necessary. However, the Company intends to review this provision in the future to align its corporate governance with the section of the Corporate Governance Code. Nevertheless, the Board of Directors has invited all directors to purchase shares of the Company for a minimum amount of 20,000 EUR (being the fixed annual remuneration) and to keep the shares at least four years after acquisition and until one year after the ending of the mandate.
• 1. No minimum threshold of shares to be held by the executives has yet been set. Therefore, the Company deviates from Section 7.9 of the Corporate Governance Code. This deviation is explained by the fact that the interests of the executives are currently considered to be sufficiently oriented to the creation of long-term value for the Company. Hence, setting a minimum threshold of shares to be held by executives is not deemed necessary.

The Corporate Governance Charter describes in detail the structure of the Company's governance and its policies and procedures in matters of governance. This Corporate Governance Charter can be consulted on the Company's website: www.immobelgroup.com.

In terms of diversity policy, the Board of Directors wishes to point out that it meets the criteria that at least one-third of the members are of a different gender. More information on diversity is included under: III. Regulations and Procedures (see below).

This section of the annual report contains information concerning the way the Company put the principles of governance into practice during the past year.

⁹ The "Corporate Governance Code" was published in the Belgian Official Gazette on 17 May 2019 and is available on the website: www.corporategovernancecommittee.be.

I. Governance Structure (as at 31 December 2023)

In accordance with the Articles 7:85 of the CCA, the Company has opted for a one-tier governance model. Pursuant to this one-tier structure, the Board of Directors has the power to perform all acts that are necessary or useful to accomplish the Company's purpose, except for those which are reserved by law or the articles of association to the meeting of shareholders.

A. Board of Directors

A) Composition and mode of operation

In accordance with the Company's articles of association and as further specified by the Corporate Governance Charter, the Company is administered by a Board of Directors of at least four members of which a majority is nonexecutive and at least three independent members meet the criteria set out in Article 7:87 §1 of the CCA and Section 3.5 of the Corporate Governance Code. The directors are appointed for a maximum period of four years by the general meeting. They are re-electable.

The Board of Directors meets at least four times a year. This frequency enables, among other things, to review the half-yearly accounts in September, the annual accounts in March, as well as the budgets in December. Moreover, additional meetings may be organised at any time, with reasonable notice, whenever it is deemed necessary or advisable for its proper functioning.

In 2023, the Board of Directors met on five occasions. In addition to the items falling within its ordinary powers, it made decisions on the following key topics:

• the analysis of the macro-economic scenarios and the impact on the company's activities and its projects;
• the monitoring of the company's financial position, in particular its short- and long-term cash position and the assessment and mitigation of the interest rate risk;
• the organizational structure;
• The appraisal of the Executive Committee, setting its objectives and the fixed and variable remuneration and a new remuneration policy.

The Board of Directors was regularly informed on the activities of the Audit & Risk Committee, the Investment Committee, the Nomination Committee, the Remuneration Committee, and the Executive Committee.

A) Composition of the Board of Directors as at 31 December 2023

On 31 December 2023, the Board of Directors consisted of seven Directors, specifically:

• one Executive Chair
• six non-executive directors, including five independent directors who meet the criteria of Article 7:78 §1 of the CCA and Section 3.5 of the Corporate Governance Code, and one director linked to a shareholder

Name Function	Date first appointment	End of term
Marnix GALLE10 Executive Chair / CEO	25/09/2014	AGM 2026
Astrid DE LATHAUWER11 (Independent) director	26/08/2015	AGM 2024
Wolfgang de LIMBURG STIRUM12 (Independent) director	01/01/2019	AGM 2024
Pierre NOTHOMB13 (Independent) director	25/09/2015	AGM 2027
Michèle SIOEN14 Director linked to a shareholder	20/12/2018	AGM 2025
Annick VAN OVERSTRAETEN15 (Independent) director	28/09/2016	AGM 2026
Patrick ALBRAND16 (Independent) director	30/11/2021	AGM 2024

¹⁰ In carrying out the functions concerned in the present report, Marnix GALLE acts as the permanent representative of the company A³ Management SRL.

¹¹ In carrying out the functions concerned in the present report, Astrid DE LATHAUWER acts as the permanent representative of the company ADL CommV. ¹² In carrying out the functions concerned in the present report, Wolfgang de LIMBURG STIRUM acts as the permanent representative of the

company LSIM SA. ¹³ In carrying out the functions concerned in the present report, Pierre NOTHOMB acts as the permanent representative of the company Pierre

Nothomb SRL. ¹⁴ In carrying out the functions concerned in the present report, Michèle SIOEN acts as the permanent representative of the company M.J.S.

Consulting SRL. ¹⁵ In carrying out the functions concerned in the present report, Annick VAN OVERSTRAETEN acts as the permanent representative of the company

A.V.O. - Management SRL. ¹⁶ In carrying out the functions concerned in the present report, Patrick ALBRAND acts as the permanent representative of the company SKOANEZ SAS.

The target on gender diversity at the level of the Board of Directors, to reach at least one-third of members of different sexes, has been met. At the end of 2023, the Board of Directors was composed of three women and four men, i.e. 42% exceeding the minimum criteria of at least one-third. More information on diversity is included under: III. Regulations and Procedures (see below).

Changes in the composition of the Board of Directors during 2023

The mandates of Pierre Nothomb, as independent director, expired at the end of the ordinary General Meeting of 20 April 2023, whereby it was renewed at the same general meeting, for a further term of four years, expiring at the end of the ordinary general meeting of 2027.

B) Proposals for appointments and / or renewals at the 2024 ordinary General Meeting

The mandates of Astrid De Lathauwer, Wolfgang de Limburg Stirum and Patrick Albrand expire at the ordinary General Meeting of 18 April 2024. The proposal for renewal will be submitted to the ordinary General Meeting of 18 April 2024.

A brief description of the professional background of each director is included below.

Marnix GALLE (60) began his professional career in 1987 at Cegos Belgium as a consultant, after having studied economics at Tulane University in New Orleans, Louisiana, USA. In 1989 he took his first steps in the real estate sector (family portfolio). His own company Allfin (°2001) became one of the leading real estate developers in Belgium. In 2014, Allfin took a 29% stake in Immobel, listed on the Brussels Stock Exchange since 1863. Following the merger between Allfin Group and Immobel in 2016, he became its Executive Chair.

Patrick ALBRAND (68) holds a Master of Architecture degree from the Paris Ecole des Beaux-Arts (1980) and a Master's degree in Real Estate Development from Columbia University (1988). He joined Hines in 1995 and was instrumental in the creation and supervision of its French subsidiary. He has been active in the overall development of Hines France, both in the Development and the Investment Management activities. Prior to working at Hines, he was the Director in charge of Development at Bouygues Real Estate in Paris (1989-1995), where he arranged joint ventures with outside developers and investors. He was a Senior Research Associate at Lawrence Berkeley Laboratory in Berkeley, California (1983-1987), and prior to that, worked for the Ministry of Interior of Morocco (1980-1982).

Astrid DE LATHAUWER (60) holds degrees in International Politics and Diplomatic Sciences (KU Leuven), a Bachelor in History of Art (RU Ghent) and completed an Executive MBA at Stanford, California. She brings over 30 years of international Human Resources experience. She started her career in marketing and moved to Human Resources very early in her career as the HR Manager for Eastern Europe with Monsanto. In 1990 she became the HR Leader for Central & Eastern Europe and subsequently the entire EMEA region for the Communications Services Division of AT&T. In 1994 she relocated to the US, first as the HR Director of the AT&T Microelectronics Division internationally, and subsequently as the Executive HR Director at HQ, managing the employment conditions of all Executives outside the US. In 2000 she returned to Belgium and became the CHRO and Member of the Executive Committee at Proximus until 2011, and later the HRVP and Member of the Executive Committee at Ontex until 2022.

Wolfgang de LIMBURG STIRUM (52) holds an MBA from the Booth School of Business at the University of Chicago (USA), a Bachelor's degree in Management Engineering and a Master's degree in Applied Economics and Management from the Louvain School of Management (Belgium). Over the past twenty years, he has built up a solid experience in finance and private equity in Europe and the United States, investing in a wide range of sectors, such as healthcare, specialty chemicals, industrial niche products, services, entertainment and media. He is a Managing Partner of Apheon (previously known as Ergon Capital), a mid-market private equity fund with a portfolio of approximately EUR 2.5 billion, which he joined in 2005. Prior to that, he spent most of his career in investment banking (mergers and acquisitions) at Lehman Brothers in New York and London, where he became co-head of the European Healthcare M&A team. He is currently also a director of Haudecoeur, Telenco, Sausalitos, Opseo, SVT, Stationary Care Group, Dental Service Group and VPK Group.

Pierre NOTHOMB (61) has a Master in Applied Economic Sciences (UCL Louvain-la-Neuve). He joined Deminor (now Deminor NXT) 32 years ago at its foundation. He has several mandates as director of companies or associations including Sibelco, ULB Foundation, Build UP, the FIIS Kimbal, Imperbel-Derbigum, and Epsylon. He is also Chairman of the Deminor companies and member of the advisory committee of DIMFunds (with DegroofPetercam Manco). He is a member of the audit committee of Imperbel and of the psychiatric care network of La Ramée - Fond'Roy. In addition, he is a certified mediator in civil and commercial matters since 2022. Before joining Deminor (now deminor NXT) in 1991, he worked as a senior auditor at Coopers & Lybrand (now PricewaterhouseCoopers), and subsequently as a financial consultant at Petercam Securities. He was also director

of ForSettlement (Fortis), member of the audit committee of Sabam and CEO of the toy retailer Christiaensen International.

Michèle SIOEN (59) holds a Master's degree in Economics and has completed management programmes at Vlerick Business School, among others. She is the CEO of Sioen Industries, a multinational specialised in the production of technical textiles and professional protective clothing. She was Chair of the FEB between 2015 and 2017 and is now Honorary Chair. In addition to her daily involvement in Sioen Industries, she is also a director of various Belgian listed companies, including D'Ieteren and Sofina, as well as associations such as Fedustria and Vlerick Business School. Finally, she is closely involved in Art and Culture through her Chairship of KANAL and as a member of the board of directors of the Queen Elisabeth Music Chapel.

Annick VAN OVERSTRAETEN (58) holds a degree in Economic Sciences (KUL – 1987) and a Master's degree in Management (IAG-UCL – 1992). She began her career at Philips in 1987 as a project manager in the HR department. Between 1991 and 1999, she worked in the retail sector, in particular in the textile sector (New-D, Mayerline). She then worked as Commercial & Marketing Director at Confiserie Leonidas (1999-2004). From 2004 to 2009, she was the Operational Director of Quick Restaurants Belux NV. From 2010 until 2020, she occupied the position of CEO and Director of Lunch Garden Group. In 2020, she was appointed CEO at Le Pain Quotidien. She is an independent director of Financière de Tubize SA/NV, as well as of Euro Shoe Group NV.

B. Committees of the Board of Directors

In accordance with the articles of association, the Board of Directors may establish one or more committees. In accordance with the articles of association, the Board of Directors has set up the Audit and Risk Committee, the Nomination Committee, the Remuneration Committee, the Acquisition Commitee and the Investment Committee to assist them.

A) Audit & Risk Committee

In accordance with Section 4.3 of the Corporate Governance Code, the Audit & Risk Committee is composed of at least three members, which are all non-executive directors and of which at least one member is an independent director, in accordance with the criteria of Article 7:78 §1 of the CCA and Section 3.5 of the Corporate Governance Code.

The Board of Directors ensures that the Audit & Risk Committee has sufficient relevant expertise to fulfil its role effectively, notably in accounting and audit matters. All the members have the necessary expertise in accounting and auditing matters.

The chair of the Audit & Risk Committee is appointed by the Audit & Risk Committee itself among its members. The chair of the Audit & Risk Committee is different from the Chair of the Board of Directors.

As at 31 December 2023, the Audit & Risk Committee was composed as follows:

• Pierre NOTHOMB, independent director and chair of the Audit & Risk Committee
• Patrick ALBRAND, independent director
• Wolfgang de LIMBURG STIRUM, independent director
• Michèle SIOEN, non-executive director, linked to a shareholder.

The members of the Audit & Risk Committee have the collective competence in the field of activity of the Company and have particular accounting and audit skills.

The Executive Chair is not a member of the Audit & Risk Committee but he is invited to attend the meetings.

The Audit & Risk Committee has, in accordance with Article 7:99 of the CCA, among others the following duties:

• monitoring the statutory audit of the annual and consolidated accounts, including following up on any questions and recommendations made by the External Auditor;
• supervising the financial and non-financial reporting process, including making recommendations or suggestions to ensure the integrity of the process and making sure that the reporting is accurate, comparable and consistent
• monitoring the effectiveness of the Company's internal control and risk management systems (including ESG risks)

• if there is an internal audit, monitoring the internal audit and its effectiveness;
• reviewing and monitoring the independence of the External Auditor, particularly regarding the provision of additional services to the Company (in accordance with Article 7:99 of the CCA) and evaluation of the necessity to select a separate external non-financial auditor;
• supervision of the selection process of the external non-financial auditor
• Monitoring compliance with applicable laws and regulations (including, but not limited to, ESG)

The Audit & Risk Committee meets at least four times a year and whenever a meeting is deemed necessary, at request of its chair.

In 2023, the Audit & Risk Committee met four times, at the request of its chair. Amongst others, the following topics were discussed:

• Half-yearly and annual accounts and financial report;
• Financing needs and hedging;
• Review of Business Plan for future years;
• Review macro-economic scenarios and real estate implications per market and for key projects.

B) Remuneration Committee

The Remuneration Committee consists of only non-executive directors, of which at least a majority must be independent directors with the necessary expertise with regards to remuneration policy. A non-executive director chairs the Remuneration Committee.

As at 31 December 2023, the Remuneration Committee was composed as follows:

• Astrid DE LATHAUWER, independent director and chair of the Remuneration Committee
• Pierre NOTHOMB, independent director
• Annick VAN OVERSTRAETEN, independent director.

The Remuneration Committee has all duties set out in Article 7:100 of the CCA, including

(i) making proposals to the Board of Directors on:

• the remuneration policy for non-executive directors and members of the Executive Management, as well as, where appropriate, on the resulting proposals to be submitted by the Board of Directors to the shareholders with regard to the Company's remuneration policy;
• the individual remuneration of directors and members of the Executive Management, including variable remuneration and long-term incentives, stock-related or not, in the form of stock options or other financial instruments, and regarding the arrangements on early termination, and where applicable, on the resulting proposals to be submitted by the Board of Directors to the shareholders;
• the performance criteria (including ESG) to be included in the management's remuneration;
• the annual review of the Executive Management's performance;
• the realisation of the Company's strategy against performance measures and targets; and

(ii) submitting a remuneration report to the Board of Directors and explaining this report during the annual general shareholders' meeting.

In 2023 the Remuneration Committee met nine times, at the request of its chair. The following main topics were discussed:

• o the budget of the remuneration of the non-executive directors;
• o The new remuneration policy;

• o the evaluation of the Executive Chair and the members of the Executive Committee and their remuneration, including the criteria for granting variable remuneration;
• o the preparation of the 2024 objectives of the Executive Chair and the members of the Executive Committee;
• o the preparation of the remuneration report.

C) Nomination Committee

The Nomination Committee consists of a majority of independent non-executive directors in accordance with the requirements set out in Section 3.5 of the Corporate Governance Code and Article 7:87 of the CCA.

The Chair of the Board of Directors chairs the Nomination Committee. The Chair can be involved but cannot chair the Nomination Committee when dealing with the appointment of his successor.

As at 31 December 2023, the Nomination Committee was composed as follows:

• Marnix GALLE, Executive Chair and chair of the Nomination Committee
• Astrid DE LATHAUWER, independent director
• Annick VAN OVERSTRAETEN, independent director.

The task of the Nomination Committee consists of:

• overseeing talent leadership and culture including the Company's diversity and inclusion initiatives;
• drafting (re)appointment procedures for members of the Board of Directors and the Executive Management;
• periodically assessing the size and composition of the Board of Directors and making recommendations to the Board of Directors regarding any changes;
• ensuring that the candidates have the appropriate skills and expertise, including to oversee ESG risk and opportunities;
• identifying and nominating, for the approval of the Board of Directors, candidates to fill vacancies as they arise;
• ensuring that the appointment and re-election process is organised objectively and professionally.
• advising on proposals (including, of the management or of the shareholders) for the (re)appointment and removal of directors and members of the Executive Management;
• properly considering issues related to succession planning; and
• ensuring that sufficient and regular attention is paid to the succession of executives and that the appropriate talent development programs and programs to promote diversity in leadership are in place.

In 2023, the Nomination Committee met six times, at the request of its chair. The following main topics were discussed:

• o the renewal of the mandates of the members;
• o the composition of the Investment Committee, Audit & Risk Committee, Nomination Committee, Remuneration Committee and Executive Committee ;
• o the appointment of the Secretary;
• o the organizational structure of the Company

D) Investment Committee

The Investment Committee consists of at least four members, including the Executive Chair, who is also the chair of the Investment Committee.

its members are all specialists in the areas of real estate (commercial, construction, development, …), finance, legal and market analysis and have in depth knowledge and expertise in these areas.

The members can consist of both non-executive and executive directors. The members of the Investment Committee are appointed by the Board of Directors for a maximum term of four years with the possibility of renewal.

As at 31 December 2023, the Investment Committee was composed as follows:

• Marnix GALLE, Executive Chair and Chair of the Investment Committee
• Patrick ALBRAND, independent Director
• Olivier THIEL17 , Senior Managing Director of France, Germany, Poland and Spain and Head of Development Belgium
• Thierry VANDEN HENDE, non-executive Director
• Piet VERCRUYSSE, non-executive Director.

The duties of the Investment Committee consists of:

• propose to the Board of Directors an investment framework that defines the real estate investment, risk management and capital allocation strategies, consisting with the overall (ESG) strategy; and
• oversee ongoing projects when these projects entail a substantial part of the Company's portfolio and when Executive Management has flagged a project as considerably deviating from its original business plan and (ESG) strategy.

The Board of Directors has delegated to the Executive Committee (within the investment framework) the power to approve all decisions relating to the acquisition, development, syndication and divestment of assets, or in case of an asset developed in partnership or syndicated with a third party, the pro rata share of the Company therein, up to an estimated total investment cost of 50 MEUR per transaction (which shall include the acquisition price and the total development costs, such as construction costs, financing costs and fees payable to third parties) and 100 MEUR in aggregate on an annual basis.

The Board of Directors has further delegated to the Investment Committee the power to decide on and approve all acquisitions, development, syndication and divestments of assets, or in case of an asset developed in partnership or syndicated with a third party, the pro rata share of the Company therein, up to an estimated total investment cost of 200 MEUR per transaction (which shall include the acquisition price and total development costs, such as construction costs, financing costs and fees payable to third parties).

The chair of the Investment Committee will inform the Board of Directors on the investment decisions so taken at the next Board of Directors' meeting.

In 2023 the Investment Committee met one time, at the request of its chair. The following main topics were discussed:

o The update and monitoring of the project portfolio.

C. Executive Committee

The Executive Committee of the Company is composed of the Executive Chair, the CEO and of the members of the Executive Committee (as mentioned on the website of the Company).

As at 31 December 2023, the Executive Committee was composed as follows:

• Marnix GALLE, Executive Chair and chair of the Executive Committee
• Karel BREDA18, Chief Financial Officer
• Stephanie DE WILDE19, Chief Legal Officer

¹⁷ acting as the permanent representative of the company SRL Queen-K.

¹⁸ In carrying out the functions concerned in the present report, Karel BREDA acts as the permanent representative of the company KB Financial Services SRL.

¹⁹ In carrying out the functions concerned in the present report, Stephanie DE WILDE acts as the permanent representative of the company Lady at Work SRL.

• Olivier THIEL20 , Senior Managing Director of France, Germany, Poland and Spain and Head of Development Belgium
• Adel YAHIA21 , Senior Managing Director Belgium and Luxembourg.

Olivier Thiel (Senior Managing Director of France, Germany, Poland and Spain and Head of Development Belgium) has joined the Executive Committee on 1 January 2023. In addition, Duncan Owen (Managing Directors of Immobel Capital Partners) and Olivier Bastin (Managing Director Immobel Luxembourg) have terminated their mission for the company end March 2023.

The Board of Directors has set up and defined the responsibilities of the Executive Committee based on the proposal of the Executive Chair and the CEO. The Executive Committee will primarily, under the leadership of the Executive Chair and the CEO: :

• consider, define and prepare proposals and strategic options that could contribute to the Company's development. This responsibility covers (i) strategic planning, including the analysis of strategies, activity plans and budgets submitted by the Company's departments; and (ii) drawing up the business plan and budgets of the Company for proposal, discussion and approval by the Board of Directors;
• formulate proposals to the Board of Directors relating to the real estate investment objectives, policies and strategies of the Company;
• present to the Board of Directors a complete, timely, reliable and accurate preparation of the Company's financial statements, in accordance with the applicable accounting standards and policies of the Company;
• prepare the Company's required disclosure of the annual accounts and other material, financial and nonfinancial, information;
• propose the financial strategy to the Board of Directors;
• monitor the performance of the Company's departments in line with their strategic objectives, business plans and budgets; a
• ensure the management of the human resources to enable the Company to recruit and retain the best talents, to set and monitor the achievement of the performance objectives, and more generally to be provided with the resources required to implement the Company's strategy;
• determine and monitor the implementation of the (internal and external) communication policy of the Company;
• propose to the Board of Directors the human resources and communication strategy of the Company;
• propose to the Board of Directors the implementation of a corporate social responsibility policy (CSR) to ensure that environmental, social, economic and ethical issues are taken into account in the Company's activities; and
• draw up and implement the Company's policies which the Executive Chair and the CEO considers falling within the competence of the Executive Committee;
• analyze, determine and prepare real estate investment proposals which may contribute to the Company's developments;
• take any decision relating to the acquisition, financing, development, syndication and divestment of assets, or in case of an asset developed in partnership or syndicated with a third party, the pro rata share of the Company therein, up to an estimated total investment cost of 50 MEUR per transaction (which shall include the acquisition price and total development costs, such as construction costs, financing costs and fees payable to third parties) and 100 MEUR in the aggregate on an annual basis, it being understood that the chair of the Executive Committee will inform the Board of Directors about the investment decisions so taken at the next Board of Directors' meeting

²⁰ In carrying out the functions concerned in the present report, Olivier THIEL acts as the permanent representative of the company Queen-K SRL. ²¹ In carrying out the functions concerned in the present report, Adel YAHIA acts as the permanent representative of the company Adel Yahia Consult SRL.

• analyze all acquisition proposals of new real estate projects;
• manage ongoing real estate projects, as well as the related contracts;
• analyze the compliance with the feasibility studies, deadlines and the quality of the projects while ensuring that the quality standards of the Group are maintained or improved and allowing an efficient and sustainable legal and technical risk management.

In 2023 the Executive Committee met seventeen times, at the request of its chair.

The "curriculum vitae" of the members of the Executive Committee in function (except for Marnix GALLE already listed above) can be summarized as follows:

Karel BREDA (48). After studying Applied Economics at the KU Leuven and obtaining an MBA from the University of Chicago, Booth School of Business, Karel began his professional career in 1999 by developing a number of internet start-ups in Europe. In 2002, he joined GDF Suez (now Engie), where he held various managerial positions in M&A and Project Finance in Europe, South Asia, the Middle East and Africa. In 2011, he was promoted to Chief Financial Officer for the South Asia, Middle East and Africa region based in Dubai and in 2014 for Engie E&P in the Netherlands. Prior to joining Immobel on 1 August 2018, Karel was Managing Director Middle East, South and Central Asia and Turkey for Engie Solar based in Dubai and India.

Stephanie DE WILDE (41), holds a Master in Law from Ghent University, a Master after Master in Company Law (UGent) and a Master in Real Estate (KU Leuven). She started her professional career as an attorney for Corporate and M&A and gained experience at several law firms, including Monard Law and EY LAW, and in-house experience as Corporate Legal Counsel at Lotus Bakeries. In 2016, Stephanie joined Immobel Group as Senior Legal Counsel and later Head of Legal (2020) before being promoted as Chief Legal Officer and Compliance Officer in 2022.

Olivier THIEL (41). After studying Construction and Real Estate Management at the Hogeschool Antwerpen, he started his career in real estate brokerage in 2006 before joining the capital markets team of Knight Frank Brussels in 2010. In 2013 he joined Alides REIM as development director, managing their major mixed-use urban projects. He joined the Immobel Group in 2016 as Development Director of Immobel Belgium until 2020 and is currently Managing Director of Immobel Poland (2019) and Head of Development Belgium (2020). As of 2023, he also is in charge of Germany, France and Spain.

Adel YAHIA (45) joined Immobel in December 2017 as Chief Operating Officer responsible for the Development, Technical, Sales and Landbanking departments. Prior to that, he worked at AG Real Estate as head of the Residential department and co-Head of Development. Between 2010 and 2015, he was responsible for various business units at Matexi. He started his career in 2004 as a real estate developer and also worked in real estate investment banking. After studying law at the KU Leuven and holding a Master's degree in General Management (MGM) from Vlerick Business School, he graduated in 2006 with a Master's degree in Real Estate (postgraduate programme in Real Estate Studies) at the KU Leuven. In 2014, he completed the "Executive Program in Real Estate" training at Solvay Business School (ULB). He is a lecturer at KU Leuven, Solvay Business School and at Saint-Louis in different real estate related programmes.

D. Acquisition Committee

The Acquisition Committee of the Company is composed of the Executive Chair and of the members of the Acquisition Committee (as mentioned on the website of the Company).

The Board of Directors defines the responsibilities of the Acquisition Committee and oversees following tasks:

• o analyse, determine and prepare real estate investment proposals which may contribute to the Company's development except for decisions falling within the scope of the Executive Committee;
• o analyse all acquisition proposals of new real estate projects; manage ongoing real estate projects, as well as the related contracts;
• o analyse the compliance with the feasibility studies, deadlines and the quality of the projects while ensuring that the quality standards of the Group are maintained or improved and allowing an efficient and sustainable legal and technical risk management.

E. Management Teams

The Executive Committee has established a team in certain countries that assist it in the practical implementation of the executive powers (the "Management Team"). Their creation has been approved by the Board of Directors.

The Executive Committee determines the assignment of the Management Teams, their composition, and their responsibilities.

The Management Teams are accountable for the exercise of their powers vis-à-vis the Executive Committee.

II. Internal control and risk management

The Belgian legislative framework for internal controls and risk management consists of the Law of 17 December 2008 (in application of the European Directive 2006/43 concerning corporate financial control), the Corporate Governance Code and Law of 6 April 2010 on corporate governance.

The IFRS 7 (as amended from time to time) likewise defines additional requirements in regard to management of risks related to financial instruments.

Nevertheless, the current Belgian legislative and normative frameworks specify neither the model of internal control to which the companies for which it is intended should conform, nor the modalities for implementing it (level of detail required).

The Company uses a system of risk management and internal control that was drawn up internally based on the "COSO22" model of internal control. The COSO methodology is organised around five elements:

• the internal control environment
• risk analysis
• control activities
• information and communication
• supervision and monitoring.

A. The internal control environment

The element "internal control environment" focuses on the following components:

A) Precise definition of the Company's objectives

Immobel is the largest listed real estate developer in Belgium. The Group, which dates back to 1863, creates highquality, future-proof urban environments with a positive impact on the way people live, work and play, and specialises in mixed real estate. With a market capitalisation of about EUR 450 million23 and a portfolio of more than 1,500,000 m² of project development in seven countries (Belgium, Grand Duchy of Luxembourg, Poland, France, Spain, Germany and the United Kingdom), Immobel occupies a leading position in the European real estate landscape. The group strives for sustainability in urban development. Furthermore, it uses part of its profits to support good causes in the areas of health, culture and social inclusion. More than 200 people work at Immobel. For more information, please visit www.immobelgroup.com

B) A definition of the roles of the decision-making bodies

Immobel has a Board of Directors, an Investment Committee, an Audit & Risk Committee, a Remuneration Committee, a Nomination Committee, an Executive Committee and an Acquisition Committee24 .

The responsibility for the Company's strategy and for the oversight of its activities belongs primarily to the Board of Directors. The main responsibilities of the different committees have been mentioned above (cfr. decisionmaking bodies).

C) Attitude versus risk

Immobel takes a prudent attitude in managing its portfolio of diversified projects that create long-term value through its lines of activity.

²² Abbreviation of "Committee of Sponsoring Organizations of the Treadway Commission".

²³ On 31 December 2023.

²⁴ At the date of 31 December 2023.

D) Application of ethical standards and integrity

Immobel has an anti-bribery, corruption and conflict of interests policy that describes the principles of ethics and integrity that apply to each of the directors and the members of the Executive Committee as well as all the employees and external collaborators. This code deals with aspects of conflicts of interest, professional secrecy, corruption and abuse of assets, business gifts, and a compliance officer. Immobel also has a dealing and disclosure code, the main purpose of which is to ensure that Persons Discharging Managerial Responsibilities (as defined in the dealing and disclosure Code) do not misuse or place themselves under suspicion of misusing certain pricesensitive information ("Inside Information" as defined in the dealing and disclosure code). Certain obligations are also imposed on persons closely associated with them (such as certain of their relatives or entities controlled by them). Compliance with the anti-bribery, corruption and conflict of interests policy and the dealing and disclosure Code is monitored by the Compliance Officer (as defined in the respective codes).

See also point C. "Control Activities".

E) Measures geared to ensuring the level of competence

• Competence of the directors: given their experience, the directors possess over the competencies and qualifications necessary to assume their responsibilities, particularly in matters of finance, accounting, investment and remuneration policy.
• Competence of the members of the Executive Committee and other staff: a recruitment process geared to the profiles required, adequate training and a policy of remuneration and evaluation based on the achievement of realistic and measurable goals makes it possible to ensure the competence of Immobel staff.
• Immobel has introduced a remuneration procedure dealing with remuneration policy for the directors and the members of the Executive Committees that complies with the requirements of the Law of 6 April 2010 on Corporate Governance and of the Corporate Governance Code. Any deviations to the Corporate Governance Code are duly explained where required.
• Further to a benchmark, the extraordinary general meeting of shareholders of 28 May 2020 has, on proposal of the Remuneration Committee, decided to revise and increase the remuneration of the non-executive directors, effective as from financial year 2021.
• Currently only one performance share plan exists for some members of the Executive Committee. This performance share plan was approved on 28 May 2020 for the benefit of some members of the Executive Committee for the years 2020 up to 2022.
• The members of the Executive Committee, exercising a role of country managing director, can benefit from a Long-Term Incentive Plan, incentivizing out-performance of the activity of the concerned country.

B. Risk analysis

The Company regularly carries out risk identification and evaluation exercises. They are mapped out and formal action plans are drawn up to deal with those risks for which the level of control is deemed to be inadequate. The Audit & Risk Committee monitors the implementation of these action plans.

The principal risks to which Immobel is exposed are set out in detail in section I.B.C of the Management Report.

C. Control activities

The control activities correspond to the regulations and procedures used to deal with the principal risks identified. The main regulations and procedures established within Immobel are the following:

• Feasibility studies are carried out systematically, allowing project margins to be monitored. The feasibility studies are then analysed by a financial controller, a developer, a technical director, the Head of Technical of the group and the CFO, together with the Executive Chair.
• The Executive Committee can, at its discretion, approve all decisions relating to the acquisition, development, syndication and divestment of assets, or in case of an asset developed in partnership or syndicated with a third party, the pro rata share of the Company therein, up to an estimated total investment cost of 50 MEUR per transaction (which shall include the acquisition price and total development costs, such as construction costs, financing costs and fees payable to third parties) and 100 MEUR in aggregate on an annual basis without prior

consent of the Investment Committee or the Board of Directors. Furthermore, the Investment Committee can, at its discretion, mandate the Executive Committee to approve all decisions relating to the acquisition, development, syndication and divestment of assets, or in case of an asset developed in partnership or syndicated with a third party, the pro rata share of the Company therein, up to an estimated total investment cost of MEUR 200 per transaction (which shall include the acquisition price and total development costs, such as construction costs, financing costs and fees payable to third parties), without prior consent of the Board of Directors.

• Each year, a budget is defined for the expected revenues and costs, as well as the underlying operational drivers in the given year(s). The budget is validated by the Executive Committee and is presented to the Board of Directors. The variations between the budget and the actuals, both at the company level and the project level, are monitored on a quarterly basis. Any significant differences observed are submitted to the management bodies.
• In addition, a multi-year plan is defined, which is validated by the Executive Committee and presented to the Board of Directors once a year. A review of the discrepancies between the plan and the expected financial situation of the projects and the Company is carried out on a quarterly basis by the finance department.
• As mentioned above, a set of operational key performance indicators is defined, each year, which are monitored monthly and regularly presented to the Executive Committee.
• Three times a year, a business review meetings (BRMs) cycle is organised within the respective countries to review the business opportunities and the other operational activities, such as HR, Legal, IT and ESG.
• The accounts and future financial obligations are monitored, and regular reports submitted to the management bodies.
• The "four eyes"-principle is embedded in the governance of the Company and throughout its subsidiaries. There is a harmonized internal "agreement approval"-process across all countries, that requires that all engagements are reviewed and approved by all relevant (heads of) departments prior to the commitment is actually taken.

D. Supervision and monitoring

The Audit & Risk Committee is responsible for supervising internal control. The internal audit function does not currently exist within the Company and will be created in function of the future needs.

To regularly evaluate the control environment, the Audit & Risk Committee entrusts the auditor with certain specific missions involving more thorough examination of internal control, consisting of testing the existing controls and identifying possible weaknesses. The Audit & Risk Committee ensures that the recommendations are implemented if the need arises.

III. Rules and procedures

A. Transactions and other contractual relationships between the Company, including associated companies, with the directors, the members of the Executive Committee, and the other staff

During the financial year 2023, there were no transactions between the Company (associated companies included) and a member of its Management Teams and no transactions between the Company and its directors, its members of the Executive Committee, or its other staff members.

B. Act of September 3rd, 2017 on the publication of non-financial information and information relating to diversity

Under the provisions of the said Act, the Company specifies that the diversity policy applied in all company bodies goes beyond gender. Age and skills are also considered.

Diversity policy applied on the members of the Board of Directors

The Corporate Governance Charter states that the composition of its Board of Directors guarantees decisionmaking in the interest of the Company. To this end, the Board of Directors is attentive to gender diversity and

diversity in general, as well as complementarity of skills, experiences, and knowledge. The provisions of Article 7:86 of the CCA relating to gender diversity are respected in this regard.

Currently the Board of Directors is composed of seven members. Following its adherence to the corporate governance principles contained in the Corporate Governance Code, and more particularly Provisions 3.1 and 3.3 of the said Corporate Governance Code, the Board of Directors believes that this number is sufficiently small to allow for effective decision-making and sufficiently broad to ensure that its members bring experience and knowledge in different areas and that changes in its composition are managed without disruption. Indeed, the Board of Directors shares the European Commission's view that diversity feeds deb, ate, promotes vigilance, and raises the stakes within the Board of Directors. The quality of decisions is improved.

Diversity policy applied to the Executive Committee and the Management Team

Immobel recognises its talented and diverse workforce as a key competitive advantage in the real estate business. Being successful as a company requires the quality and skills of all the employees and collaborators.

Immobel recognises that everyone brings their own experience and capabilities in their field of expertise. This diversity is a key element in being successful at all levels of the Company. Diversity is recognised within Immobel as a business interest, leading to better overall performance and to high-quality products, services, and business decisions.

Immobel strives to create a supportive environment where everyone can realise their full potential within Immobel, regardless of their differences. Immobel strives to employ the best employees and collaborators in their field of expertise to do the best job possible.

Immobel values the importance of reflecting the diversity of our customers and markets in its workforce. This diversity encompasses differences in gender, language, ethnicity, age, sexual orientation, religion, socio-economic status, experience, and education.

Immobel gives equal opportunities to individuals, regardless of their background, in its recruitment, retention and talent management in general. The diversity of the teams in all its aspects is a source of innovation, growth, and prosperity.

Immobel considers the development of its staff as a priority. It ensures the motivation and involvement of its staff and ensures that they always have the skills required for the success of their assignments.

In other words, Immobel's HR ambition reflects its promises: improving and developing the Group's human capital, rich in diversity, through an open and innovative human resources policy and thus creating opportunities for everyone and building the future for its staff and customers.

Following this diversity policy that Immobel implemented, the breakdown of the Immobel operational teams, in the seven countries, as at 31 December 2023 is presented in the ESG Report.

As part of its diversity policy, Immobel promotes diversity at all levels (operational teams, members of the Management Team, members of the Executive Committee & directors).

C. Comments on the measures taken by the Company in the context of the Directive on Insider Trading and Manipulation of the Market

The dealing and disclosure code (the "Dealing and Disclosure Code") intends to ensure that directors, senior executives and other staff of Immobel and affiliated entities do not misuse information which they may have about Immobel and which is not available to other investors.

The Compliance Officer (as defined in the Dealing and Disclosure Code) is entrusted with ensuring compliance with said rules to reduce the risk of abuse of the market by insider trading. The Compliance Officer keeps lists of people who have or are liable to have privileged information and who have access to, may have access to or cannot reasonably be unaware of the privileged nature of this information.

All defined terms shall have the same meaning as set out in the Dealing and Disclosure Code, unless explicitly stated otherwise.

These rules provide, among others, in:

• Persons Discharging Managerial Responsibilities are prohibited from conducting any transactions on their own account or for the account of a third party, directly or indirectly, relating to the shares or debt instruments of Immobel or to derivatives or other Financial Instruments linked thereto during the Closed Period or a Prohibited Periods;
• The Compliance Officer may, but is not obliged to, allow a Person Discharging Managerial Responsibilities to trade during a Closed Period or a Prohibited Period (in specific cases);

• Subject to limitations set out in the Dealing and Disclosure Code, the Persons Discharging Managerial Responsibilities may, under their own responsibility, conduct transactions on their own account relating to the shares or debt instruments of Immobel or derivates or other Financial Instruments linked thereto outside of the Closed Periods and the Prohibited Periods, provided they inform the Compliance Officer prior to the transaction;
• The obligation of Persons Discharging Managerial Responsibilities and Persons Closely Associated with them to notify the Compliance Officer and the FSMA of (i) any transactions conducted on their own account relating to shares or debt instruments of Immobel or to derivatives or other Financial Instruments, (ii) the pledging or lending of Financial Instruments of Immobel or other Financial Instruments linked thereto by or on behalf of a Person Discharging Managerial Responsibilities or a Person Closely Associated with it and (iii) transactions undertaken by persons professionally arranging or executing transactions or by another person on behalf of a Person Discharging Managerial Responsibilities or a Person Closely Associated with it. Such notification shall be made within three working days from the date of the transaction. This notification obligation does not apply if the total amount of transactions carried out during the same calendar year does not exceed the threshold of EUR 5,000. Persons Discharging Managerial Responsibilities and Persons Closely Associated with them may, but are not obliged, to authorise Immobel to make such notifications to FMSA on their behalf. In such cases, they must always notify Immobel of such relevant transactions promptly and no later than two working days from the date of the transaction;
• The obligation for Persons Discharging Managerial Responsibilities to ensure that their investment managers, persons professionally arranging or executing transactions on their behalf or any other person arranging or executing transactions on their behalf to not trade during the Closed Periods or the Prohibited Periods, including where such investment managers are authorised financial intermediaries acting under a fully discretionary investment management mandate.

During the past financial year, the role of Compliance Officer at Immobel was carried out by Stephanie De Wilde25 .

D. COMPLIANCE – ADDITIONAL MEASURES TAKEN BY THE COMPANY TO INSURE REGULATORY COMPLIANCE

The Company has adopted and implemented a range of policies and procedures in order to comply with the applicable regulatory framework, such as:

• Privacy Policy;
• Diversity Policy;
• Anti bribery and corruption Policy;
• Anti Money Laundering Policy;
• Whistleblowing Policy;
• Dealing and Disclosure Code;
• Remuneration policy.

E. Legal and arbitration procedures

The Board of Directors of the Company assesses that, except those disclosed in the Note 32 to the Consolidated Financial Statements "Main contingent assets and liabilities", no governmental, legal or arbitration proceeding exists that reasonably may have, or have had in the recent past, significant effects on the financial position or profitability of the Company.

²⁵ Permanent representative of the company Lady at Work BV.

IV. Information about the issued capital

A. Shareholding structure

Based on the transparency declarations or based on the information received from the shareholders by Immobel, the following shareholders are the most important:

Shareholder	Voting rights	% of the gross number of shares26
A³ Capital NV (and a related company)27 having its registered seat at 1020 Brussel, Abelenlaan 2	5,898,644	59.00%
Immobel SA/NV (own shares / treasury shares) having its registered seat at 1000 Brussel, Anspachlaan 1	25.434	0.25 %

There are no special voting rights and, to the extent known by the Company, no shareholder agreements. Further to a decision of the Board of Directors, the dividend rights of the treasury shares kept by Immobel are suspended. In application of the CCA, these shares have no voting rights.

B. Elements that could have an influence in case of a takeover bid on securities issued by the company

During the General Meeting of 28 May 2020, the shareholders have authorised the Board of Directors to increase the Company's capital by a maximum amount of 97,000,000 EUR, in one or more occasions, dates and manner to be determined by the Board of Directors, and for a term of five years from the publication of this authorisation in the Belgian Official Gazette.

The Company may acquire or take as security its own shares under the conditions determined by law. The Board of Directors is authorised to sell or acquire (on the stock exchange or outside, at the conditions it determines, without prior authorisation of the General Meeting) shares of the Company to a maximum of twenty percent (20%) of the issued shares at a price which will not be less than ten (10) EUR nor more than twenty percent (20%) during the highest closing of the last five trading days of the Company's shares on Euronext Brussels before the sale or acquisition. This authorisation is granted for a period of five (5) years from the date of the extraordinary Shareholder's Meeting of 28 May 2020.

This authorisation also applies to the acquisition of shares of the Company by a direct subsidiary of the Company according to Article 7:221 of the CCA.

The Board of Directors has full powers to cancel the shares acquired by the Company in this way, to have the cancellation certified by notarial deed and to amend and coordinate the articles of association to bring them in line with the decisions taken.

The rules governing the appointment and replacement of directors and the amendment of the articles of association shall be those provided by the CCA, as well as by the Corporate Governance Charter.

²⁶ A gross number of 9,997,356 shares were issued.

²⁷ Companies controlled by Marnix GALLE.

V. Other contributors

A. Statutory Auditor

The auditor of Immobel NV, KPMG Réviseurs d'Entreprises SRL, represented by Filip De Bock, has been appointed as Statutory Auditor for a period of 3 years. The mandate will expire after the annual general Shareholders' meeting of 2024.

The Company shall propose KPMG Réviseurs d'Entreprises SRL, represented by Filip De Bock to be reappointed at the annual general shareholders' meeting of 18 April 2024 for a period of 3 years. The mandate shall expire at the annual general shareholder's meeting of 2027.

Audit fees of KPMG Réviseurs d'Entreprises SRL charged to Immobel SA for the audit of the statutory and consolidated accounts for the financial year 2023 amounted to 137K EUR (excluding VAT). The fee for the audit of the statutory accounts of subsidiaries for the financial year 2023 amounted to 175K EUR (excluding VAT).

Total fees charged by the statutory auditor and his network in 2023 in the exercise of the mandate on Group level amounted to 576K EUR (excluding VAT). In addition, the statutory auditor charged 25K EUR for audit related services.

B. Central Paying Agent

BNP Paribas Fortis Bank is the Central Paying Agent of Immobel for an indefinite period. The remuneration of the commission amounts up to 0.20% of the net amount (VAT excluded) of the coupon and of the income securities presented in a securities account.

Agreed during the Board of Directors of 6 March 2024.

PIERRE NOTHOMB SRL represented by Pierre Nothomb Director

A³ MANAGEMENT BV represented by Marnix Galle Executive Chair of the Board

REMUNERATION REPORT

Ladies and Gentlemen,

We have great pleasure in presenting our remuneration report for the year under review.

I. Introduction

This report provides a complete overview of the different components of the remuneration and other benefits granted or due during 2023 to the directors, the Executive Chair / CEO and the other members of the Executive Committee.

The remuneration report complies with the provisions of Article 3:6 §3 of the Code of Companies and Associations (CCA) and the 2020 corporate governance code and the Company's remuneration policy.

During 2023 the following changes occurred among the directors and the members of the Exececutive Committee:

• On 1 January 2023, Olivier Thiel28 (Head of Development Belgium) was promoted as Senior Managing Director of Immobel France, Germany, Poland and Spain and Head of Development Belgium and appointed as member of the Executive Committee.
• On 31 March 2023, Duncan Owen (Managing Director of Immobel Capital Partners and member of the Executive Committee) and Olivier Bastin (Member of the Executive Committee) are no longer member of the Executive Committee.
• The Board of Directors has also concluded its compensation benchmarking for all members of the Executive Committee. Based on this exercise, the Board of Directors has approved the draft remuneration policy for 2024- 2027, which will be submitted for approval at the general shareholders meeting of April 18th, 2024.

A. Non-Executive Directors

The individual sums of remuneration granted or due to all the directors for 2023 are shown in the table below. All the amounts shown are, where appropriate, gross, i.e. before the deduction of tax.

It is reminded that the Board of Directors, on proposal of the Remuneration Committee, decided on December 10th 2020 that each Director is requested to purchase Immobel shares for a minimum of EUR 20,000 being the fix annual remuneration for each of them and to keep the shares at least 3 years after acquisition and until 1 year after the ending of the mandate.

Pursuant to Provision 7.5 of the Belgian Corporate Governance Code 2020, non-executive directors do not receive any performance-related remuneration, that is directly related to the results of the Company.

²⁸ In carrying out the functions concerned in the present report, Olivier Thiel acts as the permanent representative of the company SRL Queen-K.

Name Director, Position	Fixed remuneration in EUR		Variable remuneration in EUR		Extraor dinary items29	Pension expense	Total remuner ation in	Proportion fixed/ variable
	Base salary	Attendanc e Fees	Fringe benefit s	One year variable	Multi year variable			EUR30	remunerati on
SKOANEZ SAS represented by Patrick ALBRAND	20,000	18,900	N/A	N/A	N/A	N/A	N/A	38,900	100%
ADL Comm.V represented by Astrid DE LATHAUWER	20,000	16,725	N/A	N/A	N/A	N/A	N/A	36,725	100%
Pierre Nothomb SRL, represented by Pierre NOTHOMB	20,000	25,050	N/A	N/A	N/A	N/A	N/A	45,050	100%
M.J.S. Consulting BV represented by Michèle SIOEN	20,000	18,900	N/A	N/A	N/A	N/A	N/A	38,900	100%
LSIM SA represented by Wolfgang de LIMBURG STIRUM	20,000	17,850	N/A	N/A	N/A	N/A	N/A	37,850	100%
A.V.O.- Management SRL represented by Annick VAN OVERSTRAETEN	20,000	17,850	N/A	N/A	N/A	N/A	N/A	37,850	100%
Total Non Executive directors	120,000	115,275						235,275

²⁹ Such as the cost or value of insurance and other benefits in kind, with an explanation of the details of the main components.

³⁰ This includes benefits that were granted / awarded / due (but not materialised) during the reported FY.

B. Executive Chair / CEO and the Members of the Executive Committee

In 2023, the Company has applied the principles of the Remuneration Policy for the members of the Executive Committee as described in Annex 2 of the Corporate Governance Charter. The Board of Directors approves the appointment propositions of the Executive Committee, upon proposal by the Nomination Committee, and decides on their remuneration, based on the recommendations of the Remuneration Committee.

As already mentioned above, the Board of Directors has concluded its compensation benchmarking for all members of the Executive Committee. Based on this exercise, the Board of Directors has approved the draft remuneration policy for 2024- 2027, which will be submitted for approval at the general shareholders meeting of April 18th, 2024.

On 1 January 2023, Olivier Thiel (Head of Development Belgium) was promoted as Senior Managing Director of Immobel France, Germany, Poland and Spain and Head of Development Belgium and appointed as member of the Executive Committee.

• On 31 March 2023, Duncan Owen (Managing Director of Immobel Capital Partners and member of the Executive Committee) and Olivier Bastin (Member of the Executive Committee) are no longer member of the Executive Committee.

No other changes were done in the composition of the Executive Committee.

In line with the Remuneration Policy applicable in 2023, the remuneration package of the Executive Chair and the members of the Executive Committee consist of 3 elements: 1° a fixed remuneration, 2° a Short Term Incentive Plan, and 3° a Long Term Incentive Plan, unless contractually otherwise agreed.

Taken into account the exceptional market circumstances, no LTI was foreseen in 2023.

The 2023 remuneration paid to the Executive Chair / CEO is as follows (was revised downwards at his proposal):

• A yearly remuneration for the role of Chair of the Board of EUR 400,000, in 4 quarterly instalments;
• A yearly base remuneration amounting EUR 600,000 (VAT excluded) (or a decrease with EUR 200,000), in 12 monthly instalments;
• A variable Short Term Incentive. If 100% of the objectives (quantitative and qualitative) are met, 100% of the fix remuneration can be obtained as variable remuneration. The quantitative criteria (ROE with target = 15%) can be outperformed. In this case, the variable remuneration will increase proportionally. Below the threshold of 10% ROE, the quantitative amount obtained on the STI will be put at 0. In 2023, short-term variable remuneration granted to the Executive Chair/CEO amounts to EUR 102.000;
• As mentioned above, there was no LTI "Performance Share plan" awarded in 2023.

The fixed remuneration of the other members of the Executive Committee at December 31st, 2023, together with quantitative and qualitative criteria of their variable Short Term Incentive (STI) and the criteria and targets of the Long Term Incentive (LTI) for some of the Members are decided by the Board of Directors, on recommendation of the Remuneration Committee, and upon proposal of the Executive Chair of the Board / CEO. Based on the compensation benchmarking, there was an adaptation of the fixed remuneration for some other members of the Executive Committee.

On this basis, the Board of Directors, during its session on 6 March 2024, and on recommendation of the Remuneration Committee, decided to award the CEO and the other Members of the Executive Committee the variable remuneration for 2023 as set out in the table below.

	Name Member Executive Committee, position	Fixed remuneration in EUR			Variable remuneration in EUR		Extraordinary items	Pension expens e	Total remunerati on in	Proportio n fixed/ variable
		Base salary	Attend ance Fees	Fringe benefit s	One year variable 32	Multi year variable 33			EUR31	remuner ation
	3 A Management, represented by Marnix Galle	1,000,000	N/A	N/A	102,000	0		N/A	1,102,000	980%
	Executive Chair of the Board
	Total of all other Members of the Executive Committee34	2,753,286	N/A	N/A	473,900	1,203,3 18		N/A	4,430,504	164%
	Total	3,753,286			575,900	1,203,3 18			5,532,504

³¹ This includes the remunation and benefits that were granted / awarded / due during the reported FY.

³² The « one-year varbiable » includes the Short-Term Incentive (STI) and the Long-Term Incentive (LTI) that were granted, awarded or due in the given reporting year and linked to the performance of the reported year.

³³ The « multi-year variable » includes (i) the Long-Term Incentive (LTI) that is granted, awarded or due in the reported year and linked to the performance of the previous years and (ii) the performance shares (PSP) that are vested at the end of the performance period as indicated also in the table related to « share awards ». The amount of the share based remuneration is equal to the sum of the amount reported in the table « sharebased remuneration » as indicated below.

³⁴ For the new Members and Members that left the Company the remuneration during their effective mandate as Member of the Executive Committee is taken into account.

II. Share-based remuneration

The Board of Directors, has not granted performance shares as part of the variable remuneration for 2023 as the last Performance Share Plan (PSP) ended in 2022. Nor has the Board of Directors granted any performance shares under the LTI plan linked to the 2023 performance.

The tables hereafter details the performance shares granted and vested to the Executive Chair / CEO and the other members of the Executive Committee since 2021.

A. To (Executive) Directors

Name Executive, position Main conditions of the Performance Share Plan Information regarding the reported FY Openin g balance During the year Closing balance Specification plan Performance period Grant/ award date Vesting date End of holding period Shares granted/ awarded at the beginning of the period Shares vested Shares granted Shares subject to a performance condition Shares granted/awarde d and vested at year end Shares subject to a holding periodKB FINANCIAL SERVICES BV PSP 2020 – 01/01/2021 - 31/12/2023 04/03/2021 18/04/2024 n/a 514 - - - n/a

BV	2020 –	31/12/2023
Executive	2022	01/01/2022	10/03/2022	17/04/2025	n/a	473	-	-	473	-	n/a
(CFO)		- 31/12/2024
Adel Yahia Consult BV Executive (MD Belgium)	LTI 2019					728	-	-	-	-	728
	LTI					925					925
	2021					925					925
	LTI					2,005					2,005
	2022					2,005					2,005
						7,575	-	-	473	0	6,588

³⁵ Still in function at the end of the reporting period.

Performance Share Plan 2020-2022

The Performance Share Plan 2020 – 2022 was approved by the Shareholders at the General Meetings held on May 28th, 2020. Pursuant the « Performance Share Plan 2020 – 2022 » some Members of the Executive Committee can be granted yearly, under certain conditions, Performance Shares. These "Performance Shares" will vest definitively after a period of three full calendar years, if they meet the predefined performance targets based on the average Return on Equity over three years and the average Return On Capital Employed (ROCE) over three years.

3Y Average ROE
Performance Pay-Out % of target
<= Threshold			3Y Average ROE <=10%						0%
At target			3Y Average ROE => 15%						100%
% of target LTI Pay-Out Zone	175% 150% 125% 100% 75% 50% 25%			THRESHOLD			TARGET
	0%		0%	10%	15% Performance Zone 3Y Average ROE		20%		25%

For this plan, the lower treshold for 3Y Average ROE is defined by the Board of Directors at 10%, while the upper threshold is 15%.

For 3 Year Average ROCE, the lower threshold is defined by the Board of Directors at 7%, while the upper threshold is set at 8%.

There will be an allotment of Performance Shares in each of the years 2020 to 2022 and the total number of Performance Shares, and the total number of Performance Shares to be offered will be determined each year by the Board of Directors upon proposal of the Remuneration Committee.

No shares have been granted under the framework of this Plan in 2023.

Performance		Pay-Out of target	%
3Y Average ROE <= 7%		0%
3Y Average ROE => 8%	100%
THRESHOLD 0% 7%	TARGET 8%	10%
		Performance Zone 3Y Average ROCE	9%

The main rules of this Performance Share Plan are listed below:

The "Performance Shares" granted by the aforementioned plans are offered free of charge to the beneficiaries, and entitle the same rights as the existing shares. The Board of Directors annually sets the objectives, in accordance with the Company's strategy and the Remuneration Policy of the Company.

The exact degree to which the Performance Shares for the two plans will be definitively acquired, will depend on the level of performance of the objectives achieved:

• no definitive acquisition when the performance is below or equal to the defined minimum threshold;
• the full implementation of the objectives will lead to a nominal acquisition of 100 % of the allocated Performance Shares;
• the maximum definitive acquisition is limited to 100 % of the Performance Shares awarded when the performance is equal to or greater than the agreed upper limit ––

Upon the final vesting, the beneficiaries will not receive the dividend value of the last three years to which the acquired Performance Shares relate.

LTI Plan

As mentioned above, the Members of the Executive Committee, exercising a role of Managing Director of a country, can benefit from a Long Term Incentive Plan (LTI), based on the outperformance of the business unit. This LTI is for 5% allocated in shares. These shares will be vested in year 4 and year 5 following the grant allocation.

III. Any use of the right to reclaim

There is no specific right to reclaim the variable remuneration awarded based on incorrect financial information, except in the above-mentioned Performance Share Plan which contains a Claw Back Clause. The Board of Directors has decided that the variable remuneration ("Short Term Incentive") will be paid to the members of the Executive Committee/ Executive Director after the Board of Directors of March 6 th, 2024 which draws up the Annual Accounts as at December 31st, 2023, subject to final approval by the Shareholders' Meeting of 18 April 2024.

IV. Information on how the remuneration complies with the remuneration policy and how performance criteria were applied

A. Compliance with the Remuneration Policy

Pursuant to Provision 7.8 of the Belgian Corporate Governance Code 2020, the variable part of the executive remuneration package is structured to link reward to overall corporate and individual performance, and to align the interests of the Members of the Executive Committee with the sustainable value-creation objectives of Immobel. Therefore the Remuneration of the Members of the Executive Committee (Executive Chair included, as detailed above) is divided into a fixed part, a variable part STI ("Short Term Incentive") and, for some of them, a variable part LTI ("Long Term Incentive").

The variable part STI includes:

• a variable quantitative remuneration exclusively based on the level of Return on Equity;
• a measurable variable qualitative remuneration determined in function of:
  • o the general criteria applicable to all the Members of the Executive Committee. These general criteria are the following:
    • Show leadership
    • Respect Immobel governance and agreed processes and procedures
    • Show leadership in way of working towards all Immobel teams
  • o the responsibilities, the missions, and the targets to be achieved, on an individual basis by each of the Members of the Executive Committee, during the reviewed financial year.
  • o the ESG criteria applicable to all the Members of the Executive Committee.

As decided by the Board of Directors, upon proposal of the Remuneration Committee, the Members of the Executive Committee, exercising a Group function, benefit from a weighted remuneration, at 80 % for quantitative aspects, and at 20 % for qualitative aspects, compared to total variable remuneration. The Managing Directors benefit from a weight 50 % - 50 %.

Regarding the variable part Long Term Incentive (LTI), a differentiation needs to be made between, on the one hand the Immobel Performance Share Plans (plan 2020 - 2022) and on the other hand a specific Long Term Incentive Plan for some other Members.

The Performance Share Plan gives to some Members of the Executive Committee an incentive in case targets are met on ROE and ROCE (plan 2020-2022). The members of the Executive Committee exercising a function at Group level received shares in the framework of the PSP 2020 - 2022 Plan, according to a certain % depending on their remuneration (50% for the Executive Chair/CEO and 10% for the other Members holding a function at Group level). There were no shares awarded in 2023. But In accordance with article 7:89/1 §5 of the Code of Companies and Associations (CCA), the Board of Directors decided, on recommendation of the Remuneration Committee, to temporarily deviate from the Remuneration Policy given the existence of exceptional circumstances and the need to ensure the long-term interest and sustainability of the Company as a whole. The Board of Directors decided, in accordance with Section 1.2 of the Remuneration Policy to award an "exceptional remuneration element" linked pro rata to the achievement of the qualitative objectives and the employment at the time of the vesting for some members of the Executive Committee.

The 2nd LTI Plan, which incentivizes more specifically outperformance of the Managing Directors on country level, is based on outperformance of the ROE on country level and calculated in function of excess Net profit (above ROE level of 15%). In this LTI-Plan, a part of the amount is vested and paid out in cash (95% over 3 years), while the remaining 5% is allocated in shares and vested in year 4 and year 5 following the grant allocation.

The Board of Directors has decided that the variable remunerations "Short Term Incentive" will be paid to the Members of the Executive Committee after the Board of Directors of March 2024 establishing the Annual Accounts per December 31st, 2023, subject to final approval by the annual General Meeting of 18 April 2024.

Based on the global performance of the Company during 2023 and on the realization of the individual targets of the members of the Executive Committee between January 1st and December 31st, 2023, the variable part of the global remuneration (qualitative and quantitative) paid for 2023, represents 60,92% of the basic remuneration for the members of the Executive Committee (with exclusion of the one of the Executive Chair / CEO, detailed below). The variable part include on the one hand the contractually agreed STI amount, the LTI amount for some members and the amounts due in the context of the Performance Share Plans (the vested shares).

The period of notice or compensatory severance payment due by Immobel in case of termination of contracts with the Members of the Executive Committee / Executive Directors, under a self-employed status, active within Immobel is 3 months. Exceptions can only be granted, after validation by the Board of Directors, on proposal of the Remuneration Committee.

For those exercising their function under an employee status, the legal notice periods and modalities are applicable.

For your information, the foreseen periods of notice for the Members of the Executive Committee are:

• Marnix Galle : 12 months
• Karel Breda : 6 months
• Stephanie De Wilde : 3 months36
• Olivier Thiel : 3 months
• Adel Yahia : 3 months.

In 2023, a settlement agreement was made to a member of the Executive Committee to terminate his contract with the company. The agreement resulted in the payment instead of notice period for an amount of GBP 750,000. No other severance payments were paid to any Member of the Executive Committee during 2023.

³⁶ In case Stephanie De Wilde would terminate the contract, the notice period is six months

B. Application performance criteria

For 2023, the performance of the CEO and the other Members of the Executive Committee were appraised on the basis of the following criteria.

Name Director,	Description of	Relative	Information on performance targets					Measured
position	the performance criteria and type of applicable remuneration	weighting of the performance citeria	Minimum target/threshold performance (a) and corresponding award (b)		Maximum target/threshold performance (a) and corresponding award (b)		performance (a) and actual award outcome (b)
	Return on Equity			(a) ROE of 10%		(a) unlimited		(a) ROE of < 0%
A³	– quantitative performance	80%	(b) EUR 0		(b) unlimited		(b) EUR 0
MANAGEMENT	Qualitative	20%	(a) /		(a) 100%		(a) 85%
bv, Executive Chair / CEO	performance (general criteria, specific criteria and ESG criteria)		(b) /			(b) EUR 120,000		(b) EUR 102,000
	Quantitative	Depends on	(a)	ROE of 10%	(a)	unlimited	(a)	Individual
	criteria	Role within the Executive		or 15%	(b)	unlimited		scores per Member
		Comittee.	(b)	EUR 0
Other Members of the Executive							(b)	EUR 0
Committee	Qualitative	Depends on	(a)	/	(a)	/	(a)	individual
	criteria (general, specific and ESG criteria)	Role within the Executive Comittee	(b)	/	(b)	EUR 536,250		scores per Member
							(b)	EUR 473,900

V. Derogations and deviations

Based on the global performance of the Company during 2023 and on the realization of the individual targets of the members of the Executive Committee between January 1st and December 31st, 2023, the variable part of the global remuneration (qualitative and quantitative) paid in 2023, represents 60,92 % of the base remuneration for the Members of the Executive Committee (with exclusion of the one of the Executive Chair/CEO).

The variable remuneration of some other members of the Executive Committee amounts more than 25 % of their respective remuneration in 2023. Further to the Extraordinary General Meeting of November 17th, 2016 it was expressly foreseen in article 14 (former article 16) of the articles of association that the Company may however derogate from the provisions of articles 7:91 paragraph 1 and 2 and 7:121 last paragraph of the Code of Companies and Associations, for each person falling within the scope of these provisions.

During 2023, there were no deviations from the Remuneration Policy or from its implementation.

VI. Comparative information on the change of remuneration and company performance over the 5 lasted reported financial years

Annual change	2019	2020	2021	2022	2023	Information regarding the RFY
A³ MANAGEMENT bv37 Executive Chair	886,260	1,043,760	2,032,801	1,320,667	1,102,000	The lower remuneration is due as the quantitative results on Group level are below the predefined threshold target.
Year-on-year change	-	+18%	+95%	-35%	-20%
Other members of the Executive Committee	-	2,181,293	4,288,273	5,394,284	4,430,504	The lower remuneration is due as the quantitative results on Group level are below the predefined threshold target.
Year-on-year change	-	-	+97%	+26%	-22%
ADL CommV38 Non-executive	34,175	25,475	35,525	38,300	36,725	Lower attendance fees due to lower number of (physical) meetings.
Year-on-year change	+26%	-25%	+39%	+8%	-4%
PIERRE NOTHOMB srl39 Non-executive	43,175	35,875	47,625	50,150	45,050	Lower attendance fees due to lower number of (physical) meetings.
Year-on-year change	-	-17%	+33%	+5%	-11%
A.V.O.- MANAGEMENT bv40	35,525	26,600	36,800	38,900	37,850	Lower attendance fees due to lower number of (physical) meetings.
Non-executive Year-on-year change	+15%	-25%	+38%	+6%	-3%
M.J.S. CONSULTING bv41	29,750	28,700	39,950	39,950	38,900	Lower attendance fees due to lower number of (physical) meetings
Non-executive Year-on-year change	-	-4%	+39%	0%	-3%
LSIM sa42	23,450	20,300	41,000	39,950	37,850	Lower attendance fees due
Non-executive						to lower number of (physical) meetings.
Year-on-year change	-	-13%	+102%	-3%	-6%
SKOANEZ SAS43 Non-executive	-	-	-	43,675	38,900	Lower attendance fees due to lower number of (physical) meetings.
Year-on-year change	-	-	-	n/a	-12%
Total remuneration granted to non-executive Directors44	289,775	167,750	250,300	255,600	235,275
Year-on-year change	+7%	-42%	+49%	+2%	-9%

³⁷ Represented by its permanent representative Marnix GALLE.

³⁸ Represented by its permanent representative Astrid DE LATHAUWER.

³⁹ Represented by its permanent representative Pierre NOTHOMB.

⁴⁰ Represented by its permanent representative Annick van OVERSTRAETEN.

⁴¹ Represented by its permanent representative Michèle SIOEN.

⁴² Represented by its permanent representative Wolfgang de LIMBURG STIRUM.

⁴³ Represented by its permanent representative Patrick ALBRAND.

⁴⁴ The total remuneraiton granted includes also the remuneration granted to non-executive Directors that hold no longer a mandate as director with the Company.

Annual change	2019	2020	2021	2022	2023	Information regarding the RFY
Company performance
EBITDA	124,6 MEUR	52,8 MEUR	103,8 MEUR	68,6 MEUR	7,5 MEUR
Year-on-year change	+66%	-58%	+97%	-34%	-89%
Net profit	102.4 MEUR	33.3 MEUR	92.2 MEUR	10.7 MEUR	-38,4 MEUR
Year-on-year change	+80%	-68%	+177%	-88%	-359%
Average employee remuneration
Average remuneration per employee (full cost)	NA	NA	125,498	152,220	130,060
Year-on-year change	-	-	-	+21%	-15%

VII. Ratio lowest remuneration/ highest remuneration

The ratio of the highest remuneration (i.e. the Executive Chair compared to the lowest remunerated employee, at Full Time Equivalent, in Immobel Group amounts to 3,18 % in 2023. This information applies to all entities of the Group, in all locations (Belgium, Luxemburg, France, Germany, Poland en Spain).

VIII. Information on shareholder vote

The Company is required to explain in the report how the advisory vote on the previous remuneration report adopted by the last annual shareholder's meeting has been taken into account:

For the sake of completeness, it is especially mentioned to the shareholders that the annual general shareholder's meeting:

• On April 21th, 2022 approved (representing 64,83% of the share-capital) the Remuneration Policy by 5,914,437 votes "for", 567,037 votes "against" and 114 abstentions, and
• On April 20th, 2023 approved (representing 62,51% of the share-capital) the latest Remuneration Report by 5,897,955 votes "for", 258,390 votes "against" and 92,733 abstentions.

* * *

* * *

We therefore ask you to approve the terms of this Remuneration Report for the year 2023.

Agreed at the Meeting of the Board of Directors on March 6 th, 2024.

ADL CommV	A³ Management BV
(represented by Astrid De Lathauwer)	(represented by Marnix Galle)
Chair of the Remuneration Committee	Executive Chair of the Board of Directors

	I.CONSOLIDATED FINANCIAL STATEMENTS	53
A.	CONSOLIDATED STATEMENT OF PROFIT AND LOSS AND OTHER COMPREHENSIVE INCOME (IN THOUSAND EUR) FOR THE
	YEARS ENDING 53
B.	CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IN THOUSANDS EUR) 54
C.	CONSOLIDATED STATEMENT OF CASH FLOWS (IN THOUSANDS EUR) FOR THE YEARS ENDING 55
D.	CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (IN THOUSANDS EUR) FOR THE YEARS ENDING 56
E. 1)	ACCOUNTING PRINCIPLES AND METHODS 57 General information57
2)	Statement of compliance with IFRS 57
3)	New or Revised standards or interpretations57
4)	Consolidation rules59
5)	Preparation and presentation of the financial statements60
5.1.	Foreign currencies60
5.2.	Borrowing costs60
5.3.	Intangible assets 60
5.4.	Property, plant and equipment 61
5.5.	Investment property 61
5.6.	Leases61
5.7.	Financial instruments62
5.8.	Inventories64
5.9.	Provisions65
	5.10. Employee benefits65
	5.11. Operating income 65
	5.12. Impairment of non-financial assets 66
	5.13. Taxes67
	5.14. Main judgements and main sources of uncertainties related to the estimations67
	5.15. Segment reporting 68
F.	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (IN THOUSAND EUR) 68
1)	Operating segment - financial information by geographical segment 68
2)	Revenues 73
3)	Rental income 74
4)	Other operating income 74
5)	Cost of sales 74
6)	Administration costs74
7)	Share in the result of joint ventures and associates, net of tax 76
8)	Net financial costs77
9)	Income taxes 77

10)	Earnings per share 78
11)	Intangible assets 78
12)	Property, plant and equipment 79
13)	Right-of-use assets79
14)	Investment property 79
15)	Investments in joint ventures and associates80
16)	Deferred tax 86
17)	Inventories86
18)	Trade receivables88
19)	Contract assets89
20)	Prepayments and other receivables89
21)	Information related to the net financial debt89
22)	Equity95
23)	Pensions and similar obligations95
24)	Provisions96
25)	Trade payables97
26)	Contract liabilities97
27)	Social debts, VAT, accrued charges and other amount payable 98
28)	Main contingent assets and liabilities98
29)	Change in working capital 98
30)	Commitments99
31)	Information on related parties99
32)	Events subsequent to reporting date 99
33)	Companies owned by the Immobel Group 100
G.	STATEMENT FROM THE RESPONSIBLE PERSONS 105
H.	AUDITOR'S REPORT 106
	STATUTORY CONDENSED FINANCIAL STATEMENTS	114
A.	STATEMENT OF FINANCIAL POSITION (IN THOUSAND EUR) 114
B.	STATEMENT OF COMPREHENSIVE INCOME (IN THOUSAND EUR) 114
C.	APPROPRIATION ACCOUNT (IN THOUSAND EUR) 115
D.	SUMMARY OF ACCOUNTING POLICIES 116

I. Consolidated financial statements

A. Consolidated statement of profit and loss and other comprehensive income (in thousand EUR) for the years ending

	NOTES	31/12/2023	31/12/2022
OPERATING INCOME		162,843	243,875
Revenues	2	152,615	227,228
Rental income	3	3,763	9,078
Other operating income	4	6,465	7,569
OPERATING EXPENSES		-189,217	-293,573
Cost of sales	5	-137,430	-208,866
Cost of commercialisation			-204
Administration costs	6	-51,788	-84,503
Administration costs - Others	6	-51,788	-40,714
Administration costs - Goodwill impairment	6		-43,789
OPERATING PROFIT		-26,374	-49,698
JOINT VENTURES AND ASSOCIATES		3,001	67,181
Share of result of joint ventures and associates, net of tax	7	3,001	67,181
OPERATING PROFIT AND SHARE OF RESULT OF ASSOCIATES AND JOINT VENTURES, NET OF TAX		-23,373	17,483
Interest income		10,513	4,398
Interest expense		-9,865	-4,272
Other financial income		1,847	103
Other financial expenses		-4,447	-4,584
NET FINANCIAL COSTS	8	-1,952	-4,355
PROFIT BEFORE TAXES		-25,326	13,128
Income taxes	9	-12,261	-2,755
PROFIT OF THE PERIOD		-37,587	10,373
Share of non-controlling interests		836	-350
SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY		-38,423	10,723
PROFIT FOR THE PERIOD		-37,587	10,373
Other comprehensive income - items that are or may be reclassified subsequently to profit or loss		-2,164	5,524
Currency translation		1,238	1,779
Cash flow hedging		-3,402	3,745
Other comprehensive income - items that will not be reclassified subsequently to profit or loss		271	111
Actuarial gains and losses (-) on defined benefit pension plans	23	271	111
TOTAL OTHER COMPREHENSIVE INCOME		-1,893	5,635
COMPREHENSIVE INCOME OF THE PERIOD		-39,479	16,008
Share of non-controlling interests		648	544
SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY		-40,127	15,464
EARNINGS PER SHARE (€) (BASIC/DILUTED)	10	-3.85	1.08

B. Consolidated statement of financial position (in thousands EUR)

ASSETS	NOTES	31/12/2023	31/12/2022
NON-CURRENT ASSETS		367,090	362,294
Intangible assets	11	1,693	1,357
Property, plant and equipment	12	3,425	4,122
Right-of-use assets	13	9,017	9,937
Investment property	14	60,146	67,686
Investments in joint ventures and associates	15	167,312	144,891
Advances to joint ventures and associates	15	109,209	111,527
Deferred tax assets	16	13,455	21,733
Other non-current financial assets		1,422
Cash guarantees and deposits		1,411	1,041
CURRENT ASSETS		1,361,198	1,385,733
Inventories	17	1,118,165	985,726
Trade receivables	18	24,198	17,591
Contract assets	19	22,480	42,148
Income Tax receivables		1,986	988
Prepayments and other receivables	20	49,042	56,217
Advances to joint ventures and associates	15	10,551	3,450
Other current financial assets		2,696	3,687
Cash and cash equivalents	21	132,080	275,926
TOTAL ASSETS		1,728,289	1,748,027

EQUITY AND LIABILITIES	NOTES	31/12/2023	31/12/2022
TOTAL EQUITY		501,675	573,140
EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY		484,798	556,552
Share capital		97,257	97,257
Retained earnings		383,151	456,249
Reserves		4,390	3,046
NON-CONTROLLING INTERESTS		16,877	16,588
NON-CURRENT LIABILITIES		815,709	744,480
Employee benefit obligations	23	144	567
Deferred tax liabilities	16	22,676	21,136
Financial debts	21	787,946	722,777
Derivative financial instruments	21	4,943
CURRENT LIABILITIES		410,906	430,408
Provisions	24	3,802	3,829
Financial debts	21	176,182	179,723
Trade payables	25	80,718	98,384
Contract liabilities	26	81,549	51,485
Income Tax liabilities		2,154	13,057
Social debts, VAT and other tax payables	27	12,486	20,021
Accrued charges and other amount payable	27	28,771	34,339
Advances from joint venture and associates	15	25,244	29,570
TOTAL EQUITY AND LIABILITIES		1,728,289	1,748,027

C. Consolidated statement of cash flows (in thousands EUR) for the years ending

	NOTES	31/12/2023	31/12/2022
Operating income		162,843	243,875
Operating expenses		-189,217	-293,573
Amortisation, depreciation and impairment of assets	6	30,911	50,078
Change in provisions		-430	1,082
CASH FLOW FROM OPERATIONS BEFORE CHANGES IN WORKING CAPITAL		4,107	1,462
Change in working capital	29	-115,249	-73,183
CASH FLOW FROM OPERATIONS BEFORE PAID TAXES		-111,142	-71,721
Paid taxes	9	-14,219	-8,327
CASH FROM OPERATING ACTIVITIES		-125,361	-80,048
Acquisitions of intangible, tangible and other investments		-2,613	-4,762
Sale of intangible, tangible and other investments		372	54
Repayment of capital and advances by joint ventures	15	15,491	83,680
Acquisitions, capital injections and loans to joint ventures and associates	15	-52,491	-40,233
Dividends received from joint ventures and associates	15	11,726	43,587
Interests received	8	10,513	4,398
CASH FROM INVESTING ACTIVITIES		-17,002	86,724
Proceeds from financial debts	21	193,851	405,473
Repayment of financial debts	21	-131,370	-369,663
Change of ownership interests without change of control			4,365
Paid interests	8	-33,549	-19,728
Other financing cash flows			1,513
Proceeds from sale of treasury shares			117
Gross dividends paid		-30,414	-30,409
CASH FROM FINANCING ACTIVITIES	-1,482	-8,332
NET INCREASE OR DECREASE (-) IN CASH AND CASH EQUIVALENTS	-143,846	-1,656
CHANGE OF SCOPE OR CONSOLIDATION METHOD			4,205
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF PERIOD		275,926	273,377
CASH AND CASH EQUIVALENTS AT THE END OF PERIOD		132,080	275,926

D. Consolidated statement of changes in equity (in thousands EUR) for the years ending

	CAPITAL	RETAINED EARNINGS	ACQUISITION RESERVE	TREASURY SHARES RESERVE	CURRENCY TRANSLATION RESERVE	ACCUMULATED ACTUARIAL GAINS AND LOSSES	HEDGING RESERVES	EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY	NON CONTROL LING INTERESTS	TOTAL EQUITY
2023
Balance as at 01-01-2023	97,257	329,162	124,869	-1,137	2,704	545	3,152	556,552	16,588	573,140
Result for the period		-38,423						-38,423	,836	-37,587
Other comprehensive income		159			1,037	86	-2,987	-1,705	-188	-1,893
Comprehensive income for the period		-38,264			1,037	86	-2,987	-40,127	648	-39,479
Dividends and other beneficiaries paid		-30,414						-30,414	-34	-30,448
Change of scope		-587			12			-574	-326	-901
Other changes		-638						-638		-638
Transactions with owners of the company		-31,639			12			-31,626	-360	-31,986
Changes in the period		-69,903			1,049	86	-2,987	-71,754	289	-71,466
Balance as at 31-12-2023	97,257	259,259	124,869	-1,137	3,753	631	165	484,798	16,877	501,675

	CAPITAL	RETAINED EARNINGS	ACQUISITION RESERVE	TREASURY SHARES RESERVE	CURRENCY TRANSLATION RESERVE	ACCUMULATED ACTUARIAL GAINS AND LOSSES	HEDGING RESERVES	EQUITY ATTRIBUTABL E TO OWNERS OF THE COMPANY	NON CONTROL LING INTERESTS	TOTAL EQUITY
2022
Balance as at 01-01-2022	97,257	349,109	124,869	-1,204	1,326	434	-223	571,567	11,352	582,919
Result for the period		10,723						10,723	-350	10,373
Other comprehensive income		-123			1,378	111	3,375	4,741	894	5,635
Comprehensive income for the period		10,600			1,378	111	3,375	15,464	544	16,008
Transactions on treasury shares		-73		,68				-5		-5
Dividends and other beneficiaries paid		-30,409						-30,409		-30,409
Acquisition / disposal of no controlling interests, without a change in control		-307						-307	310	3
Change of ownership interests without change of control									4,365	4,365
Other changes		,243		-1				242	17	259
Transactions with owners of the company		-30,546		67				-30,479	4,692	-25,787
Changes in the period		-19,946		67	1,378	111	3,375	-15,015	5,236	-9,779
Balance as at 31-12-2022	97,257	329,162	124,869	-1,137	2,704	545	3,152	556,552	16,588	573,140

A optional gross dividend of EUR 1.20 per share (excluding treasury shares) was proposed by the Board of Directors on 6 March 2024. It will be submitted to the shareholders for approval at the general meeting.

The share capital of Immobel SA is represented by 9.997.356 ordinary shares, including 25 434 treasury shares.

As at 31 December 2023, no treasury shares have been sold during the current year.

In accordance with IAS 32, these treasury shares are deducted from equity. These treasury shares have neither voting rights nor dividend rights.

On 31 December 2023 the treasury shares, resulting from the merger with ALLFIN, remain valued at the share price on 29 June 2016, which was the date of the merger.

The acquisition reserve was generated by the merger between ALLFIN and IMMOBEL on 29 June 2016 and remains unchanged since then.

As per Immobel's 2022 result allocation, EUR 30 414 thousand have been paid out as dividends.

The currency translation adjustments are related to Polish entities for which the functional currency is PLN and to British entities for which the functional currency is GBP.

E. Accounting principles and methods

1) General information

Immobel ("the Company") is incorporated in Belgium and its shares are publicly traded (Euronext – IMMO). The financial statements of the Group comprise the Company, its subsidiaries, and the Group's interest in associates and joint arrangements (referred to as "The Group"). The Group is active in the real estate development business, with activities in Belgium, France, Luxemburg, Germany, Poland, Spain and the United Kingdom.

2) Statement of compliance with IFRS

The consolidated financial statements have been prepared in accordance with IFRS (International Financial Reporting Standards) as adopted in the European Union. The consolidated financial statements were authorized for issue by the Company's board of directors on 6 March 2024.

3) New or Revised standards or interpretations

The consolidated statements of the Group as disclosed in this annual report take into account new standards applicable as from 1 January 2023. Following standards and amendments were applied to the Group's financial statements for the first time in 2023. These standards were either not applicable or did not have a material impact to the Group's financial statements.

STANDARDS AND INTERPRETATIONS APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1 JANUARY 2023

The consolidated statements of the Group as disclosed in this annual report take into account new standards applicable as from 1 January 2023. Following standards and amendments were applied to the Group's financial statements for the first time in 2023. These standards were either not applicable or did not have a material impact to the Group's financial statements.

It relates to :

• IFRS 17 Insurance Contracts (issued on 18 May 2017); including Amendments to IFRS 17 (issued on 25 June 2020)
• Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (issued on 12 February 2021)
• Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (issued on 12 February 2021)
• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued on 7 May 2021)
• Amendments to IFRS 17 Insurance contracts: initial application of IFRS 17 and IFRS 9 Comparative information (issued on 9 December 2021)
• Amendments to IAS 12 Income Taxes: International Tax Reform Pillar Two Model Rules (issued on 23 May 2023)

STANDARDS AND INTERPRETATIONS PUBLISHED, BUT NOT YET APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1 JANUARY 2023

A number of new IFRS standards, amendments to IFRS standards and interpretations issued, were not yet effective for the year ended on December 31, 2023 and have not been applied in preparing the consolidated financial statements. The Group shall adopt these standards after endorsement by the European Union.

It relates to:

• Amendments to IFRS 16 Leases : Lease liability in a Sale and Leaseback

In September 2022, the IASB issued an amendment to IFRS 16 Leases related to the treatment of a lease liability in a sale and leaseback transaction. These amendments are effective for annual periods beginning on or after January 1, 2024. Earlier application is permitted.

The amendment to IFRS 16 Leases specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains. A sale and leaseback transaction involves the transfer of an asset by an entity (the seller-lessee) to another entity (the buyer-lessor) and the leaseback of the same asset by the seller-lessee. The amendment is intended to improve the requirements for sale and leaseback transactions in IFRS 16. It does not change the accounting for leases unrelated to sale and leaseback transactions.

The amendments have been endorsed by the European Union in January 2023. The application of this amendment will not have a material impact to the consolidated statements of the Group.

- Amendments to IAS 1 Presentation of Financial Statements: Classification of liabilities as current or non-current, and deferral of effective date

In January 2020, the IASB issued amendments to IAS 1 clarifying a criterion in IAS 1 for classifying a liability as non-current: the requirement for an entity to have the right to defer settlement of the liability for at least 12 months after the reporting period.

The amendments:

• specify that an entity's right to defer settlement must exist at the end of the reporting period;
• clarify that classification is unaffected by management's intentions or expectations about whether the entity will exercise its right to defer settlement;
• clarify how lending conditions affect classification; and
• clarify requirements for classifying liabilities an entity will or may settle by issuing its own equity instruments.

On July 15, 2020, the IASB issued Classification of Liabilities as Current or Non-current — Deferral of Effective Date (Amendment to IAS 1) deferring the effective date of the January 2020 amendments with one year. These amendments have not yet been endorsed by the European Union. The application of this amendment will not have a material impact to the consolidated financial statements of the Group.

- Amendments to IAS 1: Non-current liabilities with covenants

In October 2022, the IASB issued an amendment to IAS 1 Non-Current liabilities with Covenants effective for annual periods beginning on or after January 1, 2024. Earlier application is permitted.

The amendment specifies that covenants (i.e. conditions specified in a loan arrangement) to be complied with after the reporting date do not affect the classification of debt as current or non-current at the reporting date. Instead, the amendments require a company to disclose information about these covenants in the notes to the financial statements.

These amendments have not yet been endorsed by the European Union. The Group will apply these amendments after endorsement. The application of this amendment will not have a material impact to the consolidated financial statements of the Group.

- Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements

In May 2023 the IASB issued an amendment to IAS 7, introducing additional disclosure requirements for companies that enter into supplier finance arrangements. The amendments are effective for periods beginning on or after 1 January 2024, with early application permitted. However, some relief from providing certain information in the year of initial application is available. These amendments have not yet been endorsed by the EU. The application of this amendment will not have a material impact to the consolidated financial statements of the Group.

- Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability

In August 2023 the IASB issued an amendment to IAS 21, clarifying when a currency is exchangeable into another currency (and when it is not). When a currency is not exchangeable, a company needs to estimate a spot rate. The company's objective when estimating a spot rate is that it reflects the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing

economic conditions. The amendments contain no specific requirements for estimating a spot rate. Under the amendments, companies will need to provide new disclosures to help users assess the impact of using an estimated exchange rate on the financial statements. The amendments are effective for annual reporting periods beginning on or after 1 January 2025 with early adoption permitted. These amendments have not yet been endorsed by the EU. The application of this amendment will not have a material impact to the consolidated financial statements of the Group.

4) Consolidation rules

The consolidated financial statements include the financial statements of the Company and its subsidiaries, as well as interests in joint ventures and in associates accounted for using the equity method.

All intragroup balances, transactions, revenue and expenses are eliminated, except for the companies accounted for using the equity method; for which the unrealised profits and unrealised losses on transactions are eliminated to the extent of the investor's interest in the investee and only to the extent that there is no evidence of impairment .

SUBSIDIARIES

Subsidiaries are companies controlled by the Group.

Control is achieved when the Group:

• has power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are going changes to one or more of the three elements of control listed above.

The financial statements of subsidiaries are included in the consolidated financial statements from the date when control begins until the date when control ends.

NON CONTROLLING INTEREST

Non-controlling interests are measured initially at their proportionate share of the acquirees identifiable net assets at the date of acquisition.

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

INTERESTS IN EQUITY-ACCOUNTED INVESTEES

The Group's interests in equity-accounted investees comprise interests in joint ventures and in associates.

A joint venture is a contractual agreement whereby the Group and one or several parties agree to undertake an economic activity under joint control and whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Associates are entities over which the Group has significant influence through its participation in their financial and operating policy decisions. They are neither subsidiaries, nor joint ventures of the Group.

Significant influence is presumed if the Group, directly or indirectly, holds 20 % or more but less than 50 % of the voting rights.

The Group's interest in a joint venture is accounted for using the equity method from the date when joint control begins until the date when it ends.

Under the equity method, the investment in a joint venture is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the joint venture since the acquisition date. Goodwill relating to the joint venture is included in the carrying amount of the investment and is not tested for impairment separately.

When the share of the Group in the losses exceeds its interest in an equity accounted investee, the carrying amount of that interest is reduced to zero, and the recognition of future losses is discontinued, except to the extent that the Group has an obligation or has made payments on behalf of the investee. In such case the negative investment in equity accounted investees is deducted from other components of the investor's interest in the equity accounted investee (borrowings to equity accounted investees). The interest in an equity-accounted investee includes, for this purpose, the carrying amount of the investment under the equity method and other long-term interests that in substance form part of the

entity's net investment in the joint venture. If the negative investment in equity accounted investees exceeds the investor's interest, a liability is recognized for the net amount. The group makes this assessment on a project basis.

BUSINESS COMBINATIONS AND GOODWILL

Immobel accounts for business combinations using the acquisition method when the acquired set of activities and assets meets the definition of a business and control is transferred to the Group. In determining whether a particular set of activities and assets is a business, the Group assesses whether the set of assets and activities acquired includes, at a minimum, an input and substantive process and whether the acquired set has the ability to produce outputs.

Immobel has an option to apply a "concentration test" that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The optional concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in profit and loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally recognised in profit or loss.

5) Preparation and presentation of the financial statements

The consolidated financial statements are presented in thousands of EUR.

They are prepared on the historical cost basis, except for some financial instruments which are measured at fair value, as explained in the accounting policies below.

5.1. Foreign currencies

TRANSLATION OF FINANCIAL STATEMENTS OF FOREIGN OPERATIONS

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into euro at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into euro at the exchange rates at the dates of the transactions.

Translation differences resulting therefrom are recognised in OCI and accumulated in shareholders' equity under "translation differences", except to the extent that the translation difference is allocated to NCI.

When a foreign operation is disposed of in its entirety or partially such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reattributed to NCI. When the Group disposes of only part of an associate or joint venture while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

TRANSACTIONS IN FOREIGN CURRENCIES

Transactions are translated into the respective functional currencies of the Group Companies at the exchange rate prevailing on the transaction date. At reporting date, monetary assets and liabilities are converted at the exchange rates on the balance sheet date. Gains or losses resulting from this conversion are recorded as financial result.

5.2. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is necessary to complete and prepare the asset for its intended use or sale. Other borrowing costs are expensed in the period in which they are incurred and reported in finance costs.

5.3. Intangible assets

Intangible assets are recorded in the balance sheet if it is likely that the expected future economic benefits which may be allocated to assets will flow to the entity and if the cost of the assets can be measured reliably.

Intangible assets are measured at cost less accumulated amortisation and any impairment losses.

Intangible assets are amortised using the straight-line method on the basis of the best estimate of their useful lives of 3 to 5 years. The amortisation period and method are reviewed at each reporting date.

5.4. Property, plant and equipment

Property, plant and equipment are measured at cost less accumulated depreciation and any impairment losses. Property, plant and equipment are depreciated prorata temporis on a straight-line basis over their useful lives. Useful lives have been determined as follows:

• buildings: 20 to 50 years,
• furniture and equipment: 3 to 10 years,
• installations, complexes, machinery and specific equipment: 5 to 20 years.

Land has an unlimited useful life and therefore it is not depreciated.

Subsequent expenses related to property, plant and equipment are only capitalised if it is likely that future economic benefits associated with the item will flow to the entity and if the cost of the item can be measured reliably.

5.5. Investment property

Investment property related to projects (land and or (part of) buildings) in Belgium and Luxembourg is property held to earn rental income or for capital appreciation, or both, rather than for use in the production or supply of goods or services or for administrative purposes; or sale in the ordinary course of business. They mainly relate to buildings acquired to be redeveloped and which are leased out until the beginning of development.

Investment property is measured at cost, less accumulated depreciation and any accumulated impairment losses.

Investment property is amortized over the period between acquisition date and the date on which the redevelopment commences. Investment property is amortized to its residual value. At the date on which the redevelopment commences, the investment property is transferred to inventories at its carrying amount at that time.

5.6. Leases

AS A LESSEE

With respect to all lease arrangements in which the Group is the lessee, a lease liability (i.e. a liability to make lease payments) will be recognized, as well as a right-of-use asset (i.e. an asset representing the right to use the underlying asset over the lease term), except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers, small items of office furniture and telephones). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The Group's leased assets relate mainly to buildings and transportation equipment. The right-of-use assets are presented separately in the consolidated statement of financial position, and the lease liabilities are presented as part of financial debt.

The right-of-use asset is initially measured at the amount of the lease liability plus any initial direct costs incurred by the lessee. Adjustments may also be required for lease incentives, payments at or prior to commencement and restoration obligations or similar.

Some lease contracts contain both lease and non-lease components. These non-lease components are usually associated with facilities management services at offices and servicing and repair contracts in respect of motor vehicles. The Group has elected to not separate its leases for offices into lease and non-lease components and instead accounts for these contracts as a single lease component. For its other leases, the lease components are split into their lease and non-lease components based on their relative stand-alone prices.

After lease commencement, the right-of-use asset is measured using the cost model.

Under the cost model a right-of-use asset is measured at cost less accumulated depreciation and accumulated impairment. Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. Depreciation starts at the commencement date of the lease.

The Group applies IAS 36 to determine whether a right-of-use asset is impaired and accounts for any identified impairment loss as described under section 17 hereunder.

The lease liability is initially measured at the present value of the lease payments payable over the lease term, discounted at the rate implicit in the lease if that can be readily determined. If that rate cannot be readily determined, the Group uses its incremental borrowing rate.

The lease liability is subsequently remeasured to reflect changes in:

• the lease term (using a revised discount rate);
• the assessment of a purchase option (using a revised discount rate);
• the amounts expected to be payable under residual value guarantees (using an unchanged discount rate); or
• future lease payments resulting from a change in an index or a rate used to determine those payments (using an unchanged discount rate).

The remeasurements are treated as adjustments to the right-of-use asset.

AS A LESSOR

The Group enters into lease agreements as a lessor with respect to its investment properties. These mainly relate to buildings acquired to be redeveloped and which are rented out until the beginning of development. These contracts are classified as operating leases.

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease.

5.7. Financial instruments

Financial assets and financial liabilities are recognised in the Group's balance sheet when the Group becomes a party to the contractual provisions of the instrument.

CLASSIFICATION AND MEASUREMENT OF FINANCIAL INSTRUMENTS

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

The financial assets include the investments in equity instruments at fair value through profit or loss, loans to related parties, receivables including trade receivables and other receivables, derivative financial instruments, cash and cash equivalents.

Trade receivables and debt securities are initially recognized when they are originated. The purchase or sale of a nonderivative financial asset in a regular-way transaction is recognized at trade date

FINANCIAL ASSETS – DEBT INSTRUMENTS

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Debt instruments that meet the following conditions are subsequently measured at amortised cost:

• The financial asset is held within a business model whose objective is to hold financial assets in order to collect contractual cash flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Debt instruments include

• Advances to joint ventures and associates that are measured at amortised cost
• Trade and other receivables measured at amortised cost;
• Cash and cash equivalents comprise cash on hand and demand deposits, together with other short-term, highly liquid investments maturing within 90 days from the date of acquisition that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. Bank overdrafts are included in liabilities. Those are measured at amortised cost.

FINANCIAL ASSETS – INVESTMENTS IN EQUITY INSTRUMENTS

On initial recognition, all equity investments are measured at fair value through profit and loss unless the entity makes an irrevocable election to measure the instrument at fair value through other comprehensive income (only possible if not held for trading). Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in the income statement.

AMORTISED COST AND EFFECTIVE INTEREST METHOD

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period.

For financial instruments other than purchased or originated credit-impaired financial assets, the effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) excluding expected credit losses, through the expected life of the debt instrument to the gross carrying amount of the debt instrument on initial recognition.

The amortised cost of a financial asset is the amount at which the financial asset is measured at initial recognition minus the principal repayments, plus the cumulative amortization using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. On the other hand, the gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING TRANSACTIONS

The Group has elected to adopt the hedge accounting requirements of IFRS 9 Financial Instruments where the hedging instrument and the hedged item match based on an assessment of the effectiveness of the hedge.

The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are designated and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash flow hedging reserve.

When the hedged forecast transaction subsequently results in the recognition of a non-financial item such as inventory, the amount accumulated in the hedging reserve and the cost of hedging reserve is included directly in the initial cost of the non-financial item when it is recognised.

For all other hedged forecast transactions, the amount accumulated in the hedging reserve and the cost of hedging reeve is reclassified to profit or loss in the same period or periods during which the hedged expected future cash flows affect profit or loss.

The gain or loss relating to the ineffective portion is recognised immediately in profit or loss.

IMPAIRMENT OF FINANCIAL ASSETS

In relation to the impairment of financial assets and contract assets, an expected credit loss model is applied. The expected credit loss model requires the Group to account for expected credit losses and changes in those expected credit losses at each reporting date to reflect changes in credit risk since initial recognition of the financial assets. Specifically, the following assets are included in the scope for impairment assessment for the Group: 1) trade receivables; 2) current and non-current other receivables and loans to related parties; 3) contract assets; 4) cash and cash equivalents.

IFRS 9 requires the Group to measure the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. On the other hand, if the credit risk on a financial instrument has not increased significantly since initial recognition, the Group is required to measure the loss allowance for that financial instrument at an amount equal to 12 month expected credit losses.

The Group makes use of a simplified approach in accounting for trade and other receivables as well as contract assets and records the loss allowance as lifetime expected credit losses. These are the expected shortfalls in contractual cash flows, considering the potential for default at any point during the life of the financial instrument. In calculating, the Group uses its historical experience, external indicators and forward-looking information to calculate the expected credit losses using a provision matrix.

The expected credit loss is assessed for each financial asset and contract asset on an individual basis and is generally immaterial in view of the fact that a physical asset can be considered as a collateral (guarantee) in the assessment of the expected credit loss : trade receivables generally relate to the sales of residential units under construction and advances to associates and joint ventures relate to financing projects under development and contract assets arises in in situations where revenue is recognised in advance of the next progress billing.

DERECOGNITION OF FINANCIAL ASSETS

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset measured at amortised cost, the difference between the asset's carrying amount and the sum of the consideration received and receivable is recognised in profit or loss.

FINANCIAL LIABILITIES

All financial liabilities of the Group are subsequently measured at amortised cost using the effective interest method.

Interest-bearing bank loans and overdrafts are recorded at the amount of cash obtained, after deduction of any transaction costs. After initial recognition, they are measured at amortized cost. Any difference between the consideration received and the redemption value is recognized in income over the period of the loan using the effective interest rate.

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss.

SHAREHOLDER'S EQUITY

Issue costs that may be directly allocated to an equity transaction are recorded as a deduction from equity. As a consequence, capital increases are recorded at the proceeds received, net of issue costs and net of tax.

When shares recognised as equity are repurchased, the amount of the consideration paid, which includes directly attributable costs, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented in the treasury share reserve. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is presented in retaining earnings.

CASH FLOWS

Cash flows are inflows and outflows of cash and cash equivalents.

Operating activities are the principal revenue-producing activities of the entity and other activities that are not investing or financing activities. Acquisitions and sales of projects through the purchase or sale of assets are considered as operating activities and are presented as part of the cash flows from operating activities, whether the project is classified in inventory.

Investing activities are the acquisition and disposal of long-term assets and other investments not included in cash equivalents.

Financing activities are activities that result in changes in the size and composition of the contributed equity and borrowings of the entity. The capitalization of borrowing costs has no impact on the statement of cash flows.

5.8. Inventories

Inventories are measured at cost or net realisable value, whichever is lower. Net realizable value is the estimated selling price in the ordinary course of business, less estimated completion costs and costs to sell.

The acquisition cost of purchased goods includes acquisition cost and expenses directly attributable to the purchases. For finished goods and work in progress, the cost price takes into account direct expenses and a portion of production overhead without including administrative and financial expenses.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion

and the estimated cost necessary to make the sale. The impairment in value or loss (write-down or reversals) on inventories to bring them to their net realisable value is recognised in profit or loss in 'cost of sales' in the year when the impairment in value occurs.

The interests incurred during construction are capitalised. The costs of borrowings are capitalised depending on the nature of the funding. The cost of funding defined as "project financing" are fully allocated to projects funded. The costs of "Corporate" and "Bonds" financing are partially allocated based on an allocation key taking into account the projects under

development and the amounts invested. The activation of the borrowing costs stops as soon as the project is ready for its intended sale.

5.9. Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, when it is probable that an outflow of resources will be necessary to settle the obligation and when a reliable estimate of the amount of the obligation can be made.

The amount recognised as a provision is the best estimate of the expenditure required to settle the present obligation if necessary.

CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Contingent liabilities, which occurrence is not probably, are not recognized as a provision and are mentioned in the notes to the financial statements, provided that the risk is not remote.

Contingent assets are not recognized in the financial statements.

5.10. Employee benefits

POST-EMPLOYMENT BENEFITS

The Group operates a defined-benefit pension plan and a defined-contribution pension plan.

• « Defined-contribution » pension plan

Contributions to these pension plans are recognized as an expense in the income statement as the related service is provided.

• « Defined-benefit » pension plan

For such a plan, the cost of corresponding commitments is determined using the Projected Unit Credit Method, with present values being calculated at reporting date.

The amount recognised in the balance sheet represents the present value of the estimated amount of future benefits that employees have earned in return for their service in the current and prior periods, less the fair value of plan assets. Any asset resulting from this calculation is limited to the present value of possible refunds to the Group or reductions in future contributions to the plan.

Actuarial gains and losses are directly recorded in the other elements of comprehensive income and accumulated in a separate reserve within equity. These accumulated actuarial gains and losses are subsequently never reclassified to profit or loss.

BONUSES

Bonuses granted to employees and senior executives are based on targets relating to key financial indicators. The estimated amount of bonuses is recognized as an expense in the year to which they relate.

5.11. Operating income

Group revenue comes mainly from Real Estate Development activities.

Under IFRS 15, revenue is recognised when the customer obtains control of the goods or services sold, for an amount which reflects what the entity expects to receive for the goods or services.

The main categories of sale contracts used by the Group comprise:

SALES OF OFFICE BUILDINGS

In accordance with IFRS 15, Immobel assesses on a case-by-case basis:

• Whether the agreement, the contract or the transaction meets the definition of a contract with a customer, considering the probability of the Group recovering the consideration to which it is entitled;
• Whether, under a contract, the sale of the land, the development and the commercialisation represent distinct performance obligations;

• Whether, for each obligation, the revenue is subject to a gradual transfer of control, particularly for projects which may satisfy the third criterion defined by IFRS 15.35 ("Performance creating a specific asset and giving rise to an enforceable right to payment for performance completed to date"), and must be recognised over time.

Payment terms for office sales are negotiated and stipulated in the individual contracts.

SALES OF RESIDENTIAL PROJECTS

For "Residential" projects, the analysis has distinguished revenue from contracts for which the contractual provisions and the legal context (Breyne Act in Belgium or equivalent in Luxembourg, France and Germany) establish a gradual transfer of control of the asset to the purchaser as the construction progresses from other revenue linked to contracts with customers for which control is transferred at a point in time.

Projects involving residential units - Breyne Act contracts (Belgium, Luxembourg, France and Germany)

Legally foreseen by the legal framework in Belgium and Luxembourg, the ownership of a residential unit is gradually transferred to the purchaser during the construction period as such as the revenue is recognized over time for residential properties when the entity's performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date.

Revenue (with no distinction between "land" and "development") is recognised over time for each residential project based on progress of works measured by incurred and budgeted costs.

In Poland revenue is recognised upon the signing of the final deed, i.e. once the unit being sold is delivered, because there is no enforceable right to payment for performance completed to date according to the regulatory framework.

OTHER SALES OF RESIDENTIAL PROJECTS

Other types of sale may occur (block sale of a project, hotel, commercial space, etc.). Such transactions are therefore subject to an analysis on a case-by-case basis using an approach similar to that described for the "Office" schemes.

LANDBANKING

For this segment, the sales revenue is recorded when the asset is transferred at the moment of the notarial deed.

The revenue from the sale of a project is recognized in gross (sales price and cost of sales) regardless of the structure of the transaction (share deal / asset deal). Disposals of subsidiaries dedicated to a project and that do not contain a business are considered part of the normal business of the Group and are therefore recognized in sales and cost of sales (IFRS 15). Upon disposal of such a subsidiary the same accounting policies with regard to the timing of revenue recognition as described above are applied.

The method of legal ownership has no impact on the recognition of the margin but on its presentation, which will differ depending on whether it is:

• Direct property, subsidiary: the results are recorded in sales and cost of sales irrespective of the legal structure of ownership of the asset;
• Joint ventures: in accordance with IFRS 11, when a partnership gives rise to joint control over net assets, Immobel recognizes an investment for its interest in the joint venture and recognizes it using the equity method (IAS 28). The result of the sales of property within a joint venture is therefore presented under the heading "Share in the profit or loss of joint ventures and associates"

When the Group loses control of a subsidiary that does not contain a business as defined by IFRS 3 and retains an investment (partial sale of a company dedicated to a project), the transaction is treated as a transaction between an investor and its associate or joint venture and the gain or loss is recognised in operating result only to the extent of unrelated investors' interest in the associate or joint venture. If a downstream transaction results in a loss, then no portion of the loss is eliminated to the extent that it provides evidence of a reduction in the net realizable value or of impairment of the asset to be sold or contributed.

With respect to operating leases, rent is recognised on a straight-line basis over the term of the lease, even if payments are not made on this basis. Lease incentives granted by the Group in negotiating or renewing an operating lease are recognised as a reduction of the lease income on a straight-line basis over the term of the lease.

5.12. Impairment of non-financial assets

The carrying amount of non-current assets (other than financial assets in the scope of IFRS 9, deferred taxes and noncurrent assets held for sale) is reviewed at the end of each reporting period in order to determine if an indication exists that an asset has impaired. If such indication exists, the recoverable amount is determined. Regarding intangible assets with indefinite useful lives and goodwill, an impairment test needs to be performed on an annual basis and whenever an impairment indicator has been identified. An impairment loss is recognized if the carrying amount of the asset or the cashgenerating unit exceeds its recoverable amount. Impairment losses are presented in the operating expenses.

When the recoverable amount cannot be individually determined for an asset, including goodwill, it is measured at the level of the cash generating unit to which the asset belongs.

The recoverable amount of an asset or cash-generating unit is its fair value less costs of disposal or its value in use, whichever is higher. The latter is the present value of expected future cash flows from the asset or the respective cash generating unit. In order to determine the value in use, the future cash flows are discounted using a pre-tax discount rate which reflects both the current market rate and the specific risks of the asset.

A reversal of impairment loss is recognised operating revenue if the recoverable amount exceeds the net book value. However, the reversal may not lead to a higher book value than the value that would have been determined if no impairment loss had been initially recorded on this asset (cash-generating unit). No reversal of impairment loss is recognized on goodwill.

5.13. Taxes

Income tax for the year includes current and deferred tax. Current and deferred income taxes are recognised in profit and loss unless they relate to items recognised directly under shareholders' equity or other comprehensive income, in which case they are also recognised under shareholders' equity or other comprehensive income.

Current tax is the amount of income taxes payable (or recoverable) on the profit (or loss) of the current year and comprises any adjustments to tax charges of previous years.

Deferred tax is recognised using the liability method,recognizing deferred taxes in respect of temporary differences between the book value of assets and liabilities in the consolidated accounts and their tax basis.

Deferred tax liabilities are recognised for all taxable temporary differences.

Deferred tax assets are recognised on unused tax losses and on deductible temporary differences if it is probable that future taxable profits will be available against which they can be used. Deferred tax assets are re-evaluated at each reporting date.

5.14. Main judgements and main sources of uncertainties related to the estimations

In preparing these consolidated financial statements, management has made judgements and estimates that affect the application of the Group's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The deferred tax assets are recognised upon availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilised. When a project company with tax losses carried forward contains a project with future taxable profits a deferred tax asset is recognised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that is no longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits improves. Immobel's deferred tax asset positions were reviewed in order to make sure they can be recovered through future taxable income. This resulted in a derecognition of DTA position on France for an amount of EUR 8.9 million due to lower profitability forecasts resulting from current market conditions. The Group also monitored changes to legislation, revisions to tax rates and other tax measures taken – see note 16.

The projects in inventory are subject to feasibility studies used in determining the net realisable value and any required write down, and if applicable for the release of margin and the computation of the rate of completion. At each closing date, the expenses to be incurred are estimated. With regard to the inventories (projects to be developed), the assumptions used to assess the net realisable value of the projects under development are reviewed on quarterly basis by the project manager and updated based on the most recent market data (with respect to residential projects: expected sales prices and construction costs and with respect to the office project: expected exit yields, expected rental levels and construction costs). The current macroeconomic environment with higher construction costs inflation, interest rates and weakened demand has been taken into account when assessing whether the respective net realisable value is higher than the carrying amount for each of the projects. Based on this assessment, EUR 6 million has been written down on French residential projects as at 31 December 2023. Overall, the company adopted a cautious approach when assessing impairments and, given the ongoing challenging market conditions, it will maintain a vigilant stance on asset valuations.– see note 17.

Investment properties are amortized using the straight-line method based on an estimate of the duration up to the beginning of the development of the project, date when they are transferred to inventories, and taking into account a residual value estimated at that date.

Investment properties are tested for impairment in function of the forecasted net residual value of the project once this asset will be developed, based on equal assumptions as net residual value of inventory. The current macroeconomic environment with higher construction costs inflation, interest rates and weakened demand has been taken into account when assessing whether the respective net realisable value is higher than the carrying amount for each of the investment properties. Based on this assessment, EUR 20 million has been impaired on French investment properties as at 31 December 2023. Overall, the company adopted a cautious approach when assessing impairments and, given the ongoing challenging market conditions, it will maintain a vigilant stance on asset valuations. – see note 14.

Income from the sale of a project is recognized in gross (sales price and cost of sales) regardless of the structure of the transaction (asset deal / share deal). Disposals of controlled companies dedicated to a project are therefore considered part of the Group's normal business and are therefore recognized as revenue and cost of sales at the time of the disposal. The presentation is taking into account the specificities of the Group's sector and activity.

End December 2019, Immobel was notified with 2 decisions of the Belgian Council of State in a legacy file relating to the purchase of land plots in 2007 from the Université Libre de Bruxelles. A joint venture between Immobel and its partner, Thomas & Piron, obtained in 2014 all necessary building permits for the development of a residential project on the relevant land plot. The decision of the Council of State of end 2019, however, lead to an annulment of the building permits obtained back in 2014 due to the absence of a prior allotment permit at the time of purchase of the land from Université Libre de Bruxelles in 2007. The purchasers of the relevant apartment units were duly informed on the pending legal procedure before the Council of State at the time of purchase of their unit and their purchase deed provide for the right to apply for an annulment of the sale of their unit under certain circumstances, including in case regularisation of the relevant building permits is not realized within the contractual delay. The aforementioned situation is eligible for regularisation and, at the date hereof, Immobel and its partner Thomas & Piron are in the process of regularization and expect that the financial impact of such right to rescind will not materially impact the financial position of the joint venture partners.

5.15. Segment reporting

A segment is a distinguishable component of the Group, which generates revenues and costs.

The operating results are regularly reviewed by the Management Committee in order to monitor the performance of the various segments in terms of strategic goals, plans and budgets. In this context, the Board of Directors has opted to follow up the operating results by country.

F. Notes to the consolidated financial statements (in thousand EUR)

1) Operating segment - financial information by geographical segment

The segment reporting is presented based on the operational segments used by the Board of Directors to monitor the financial performance of the Group, being the geographical segments (by country). The choice made by the Board of Directors to focus on geographical segment rather than on other possible operating segments is motivated by local market characteristics (customers, product, regulation, culture, local network, political environment, etc.) as being the key business drivers.

The core business of the Group, real estate development, is carried out in Belgium, Luxemburg, France, Germany, Poland, Spain and the United Kingdom.

The breakdown of sales by country depends on the country where the activity is carried out.

The Group has been applying IFRS 11 since 1 January 2014, which substantially amended the reading of the Group's financial statements, but does not change the net income and shareholders' equity. However, the Board of Directors believes that the financial information based on the proportionate consolidation of the Group's joint ventures (before IFRS 11) gives a better picture of the activities and financial statements. Therefore, the information reported to the Board of Directors and presented below includes the Group's interest in joint ventures based on the proportionate consolidation method. Using this consolidation method, intercompany transactions are eliminated at percentage of financial rights detention. Consolidation under equity method is applied for associates.

SUMMARY OF THE CONSOLIDATED COMPREHENSIVE INCOME (INTERNAL VIEW)

EUR ('000) INCOME STATEMENT	31/12/2023	31/12/2022
OPERATING INCOME	215,674	409,515
Revenues	189,820	377,377
Rental income	20,285	17,894
Other operating income	5,569	14,244
OPERATING EXPENSES	-227,510	-386,615
Cost of sales	-169,865	-294,770
Cost of commercialisation		-215
Administration costs	-57,645	-91,630
OPERATING PROFIT	-11,836	22,900
JOINT VENTURES AND ASSOCIATES	-4	105
Share of result of joint ventures and associates, net of tax	-4	105
OPERATING PROFIT AND SHARE OF RESULT OF ASSOCIATES AND JOINT VENTURES, NET OF TAX	-11,840	23,005
Interest income	9,197	3,330
Interest expense	-18,634	-8,020
Other financial income / expenses	-3,046	-4,834
NET FINANCIAL COSTS	-12,483	-9,524
PROFIT FROM OPERATIONS BEFORE TAXES	-24,323	13,481
Income taxes	-13,684	-3,710
PROFIT OF THE PERIOD	-38,007	9,771
Share of non-controlling interests	416	-952
SHARE ATTRIBUTABLE TO OWNERS OF THE COMPANY	-38,423	10,723

REVENUES AND OPERATING RESULT ARE ALLOCATED AS FOLLOWS PER GEOGRAPHICAL SEGMENT

EUR ('000)	REVENUES	OPERATING RESULT	REVENUES	OPERATING RESULT
	31/12/2023	31/12/2023	31/12/2022	31/12/2022
Belgium	106,691	15,797	279,129	88,599
Luxembourg	23,343	6,190	30,019	1,573
France	55,179	-29,459	45,432	-49,014
Germany	3,449	-1,781	20,993	-12,155
Poland	722	1,125	1,224	-598
Spain		-300	580	163
United Kingdom	436	-3,412		-5,563
TOTAL CONSOLIDATED	189,820	-11,840	377,377	23,005

SUMMARY OF THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION (INTERNAL VIEW)

STATEMENT OF FINANCIAL POSITION EUR ('000)	31/12/2023	31/12/2022
NON-CURRENT ASSETS	242,962	258,956
Intangible assets and property, plant and equipment	5,118	5,479
Right-of-use assets	9,017	9,937
Investment property	124,902	133,520
Investments and advances to joint ventures and associates	74,510	70,728
Deferred tax assets	18,716	27,008
Other non-current assets	10,698	12,284
CURRENT ASSETS	1,833,032	1,840,242
Inventories	1,538,276	1,360,703
Trade receivables	32,189	24,309
Contract assets	19,875	45,128
Tax receivables and other current assets	77,390	88,252
Advances to joint ventures and associates	8,264	6,588
Cash and cash equivalents	157,039	315,262
TOTAL ASSETS	2,075,994	2,099,198

TOTAL EQUITY EUR ('000)	500,793	572,644
NON-CURRENT LIABILITIES	973,091	847,078
Financial debts	943,790	824,153
Deferred tax liabilities	24,125	22,358
Other non-current liabilities	5,176	567
CURRENT LIABILITIES	602,110	679,476
Financial debts	261,724	318,445
Trade payables	93,735	113,780
Contract liabilities	87,452	61,470
Tax payables and other current liabilities	145,673	168,699
Advances from joint venture and associates	13,527	17,083
TOTAL EQUITY AND LIABILITIES	2,075,994	2,099,198

AS AT 31 DECEMBER 2023

FINANCIAL POSITION ITEMS EUR ('000)	NON-CURRENT SEGMENT ASSETS	CURRENT SEGMENT ASSETS	UNALLOCATED ITEMS ¹	CONSOLIDATED
Belgium	12,586	1,146,569		1,159,155
Luxembourg	27,059	221,389		248,448
France	38,611	206,937		245,548
Germany		37,863		37,863
Poland	58	119,866		119,924
Spain	309	29,701		30,010
United Kingdom	60,434	-16,897		43,537
Unallocated items1			191,509	191,509
TOTAL ASSETS	139,057	1,745,428	191,509	2,075,994

FINANCIAL POSITION ITEMS EUR ('000)	SEGMENT LIABILITIES	UNALLOCATED ITEMS ¹	CONSOLIDATED
Belgium	959,987		959,987
Luxembourg	153,731		153,731
France	192,885		192,885
Germany	58,048		58,048
Poland	118,242		118,242
Spain	5,554		5,554
United Kingdom	50,930		50,930
Unallocated items1		35,824	35,824
TOTAL LIABILITIES	1,539,377	35,824	1,575,201

AS AT 31 DECEMBER 2022

FINANCIAL POSITION ITEMS	EUR ('000)	NON-CURRENT SEGMENT ASSETS	CURRENT SEGMENT ASSETS	UNALLOCATED ITEMS ¹	CONSOLIDATED
Belgium		13,481	994,168		1,007,649
Luxembourg		28,017	201,771		229,788
France		44,982	237,635		282,617
Germany		2	44,369		44,371
Poland		29	82,317		82,346
Spain		383	27,163		27,546
United Kingdom		62,065	3,550		65,615
Unallocated items1				359,265	359,265
TOTAL ASSETS		148,959	1,590,974	359,265	2,099,198
FINANCIAL POSITION ITEMS	EUR ('000)		SEGMENT LIABILITIES	UNALLOCATED ITEMS ¹	CONSOLIDATED
Belgium			973,358		973,358
Luxembourg			128,411		128,411
France			198,079		198,079
Germany			59,144		59,144
Poland			66,454		66,454
Spain			5,949		5,949
United Kingdom			52,227		52,227
Unallocated items1				42,932	42,932

(1) Unallocated items: Assets: Deferred tax assets - Other non-current financial assets - Other non-current assets - Tax receivables - Other current financial assets - Cash and equivalents - Liabilities: Employee benefit obligations – Provisions - Deferred tax liabilities - Tax liabilities – Derivative financial instruments.

To have a view on the size of the portfolio of projects in development by geographical segment, both inventories and investment properties should be taken into consideration, since the latter contain leased out property acquired with a view to being redeveloped.

INVENTORIES AND INVESTMENT PROPERTY EUR ('000)	Offices	Residential	Landbanking	31/12/2023
Belgium	390,971	355,952	71,690	818,613
Luxembourg	26,441	211,674		238,114
France	217,538	53,029		270,567
Germany		111,617		111,617
Poland	38,978	104,121		143,099
Spain		20,912		20,912
United Kingdom	60,255			60,255
TOTAL INVENTORIES AND INVESTMENT PROPERTY	734,183	857,305	71,690	1,663,178

INVENTORIES AND INVESTMENT PROPERTY EUR ('000)	Offices	Residential	Landbanking	31/12/2022
Belgium	352,681	306,298	80,192	739,171
Luxembourg	27,625	151,098		178,723
France	220,397	59,922		280,319
Germany		112,465		112,465
Poland	38,739	65,463		104,202
Spain		18,254		18,254
United Kingdom	61,089			61,089
TOTAL INVENTORIES AND INVESTMENT PROPERTY	700,531	713,500	80,192	1,494,223

• The main movements in inventories and investment property are driven by the ongoing development of all projects in the portfolio with main movements coming from Tielt and O'sea in Belgium, Granaria in Poland and Saint Antoine in France and by the acquisition of Gasperich in Luxembourg.

RECONCILIATION TABLE

EUR ('000)		31/12/2023
	Operating Segment	Adjustments	Published Information
Revenues	189,820	-37,205	152,615
Operating result	-11,840	-11,533	-23,373
Total balance sheet	2,075,994	-347,705	1,728,289

For segment information, joint ventures are consolidated using the proportional method. The adjustments result from the application of IFRS 11, resulting in the consolidation of joint ventures and associates using the equity method.

2) Revenues

The Group generates its revenues through commercial contracts for the transfer of goods and services in the following main revenue categories:

Cross-analysis by type of project and by geographical zone - EUR (000)	Offices	Residential	Landbanking	31/12/2023
Belgium	7,218	75,372	6,031	88,621
Luxembourg	859	14,134		14,993
France	350	43,609		43,959
Germany		3,449		3,449
Poland		722		722
Spain
United Kingdom	871			871
Total	9,298	137,286	6,031	152,615
Cross-analysis by type of project and by geographical zone - EUR (000)	Offices	Residential	Landbanking	31/12/2022
Belgium	57,409	64,256	7,758	129,423
Luxembourg	1,616	21,692		23,308
France	35	52,087		52,122
Germany		20,993		20,993
Poland	334	483		817
Spain		565		565

Revenues for Belgium are mainly driven by Lalys, O'Sea, Barchon and St Roch for Residential and by Guimard for Offices, for Germany by Eden, for Luxembourg by Canal, for France by several smaller residential projects. Revenues from residential projects are lower mainly due to fewer projects in sales as a result of the lower permitting activity over recent years and revenues from office projects are lower mainly due to limited office transactions in 2023.

The breakdown of sales according to these different principles of recognition is as follows:

	EUR ('000)	Timing of revenue recognition
		Point in time	Over time	31/12/2023
OFFICES		8,439	859	9,298
RESIDENTIAL		722	136,564	137,286
Residential unit per project - Breyne Act or equivalent			136,564	136,564
Residential unit per project - Other		722		722
LANDBANKING		6,031		6,031
TOTAL REVENUE		15,192	137,423	152,615

	EUR ('000)		Timing of revenue recognition
		Point in time	Over time	31/12/2022
OFFICES		20,901	38,493	59,394
RESIDENTIAL		483	159,593	160,076
Residential unit per project - Breyne Act or equivalent			159,593	159,593
Residential unit per project - Other		483		483
LANDBANKING		7,758		7,758
TOTAL REVENUE		29,142	198,086	227,228

The sale of Guimard has been recognised at a certain point in time.

The transaction price relating to performance obligations unrealized or partially realized at 31 December 2023 amounted to EUR 92 million.

It mainly concerns the sales of residential units of which construction is in progress (for the totality of their value or the unrecognized part based on progress of completion) as well as the sales of offices of which the contract analysis deemed to assume that the recognition criteria were not met under IFRS 15 (2022: office building Commerce 46).

The Group's management estimates that 72 % of the price allocated to these outstanding performance obligations as at 31 December 2023 will be recognized as revenue in fiscal year 2024.

3) Rental income

Breakdown of the rental of investment properties is allocated as follows by geographical segment:

EUR ('000)	31/12/2023	31/12/2022
Belgium	440	4,562
France	1,447	2,837
Germany	50
Luxembourg	1,827	1,679
TOTAL RENTAL INCOME	3,763	9,078

The main contributors are Rueil Malmaison in France and Thomas in Luxembourg. The project Isala is no longer subject to rental income since it was transferred to inventories end of 2022.

The lease terms depend on the investment properties agreements and are to be considered between 3 to 10 years for the ongoing contracts.

4) Other operating income

Break down as follows:

EUR ('000)	31/12/2023	31/12/2022
Other income	6,465	7,569
TOTAL OTHER OPERATING INCOME	6,465	7,569

The decrease compared to the previous financial year is mainly driven by less taxes and withholdings to be recovered from tenants and miscellaneous reinvoicing.

5) Cost of sales

Cost of sales is allocated as follows per geographical segment:

EUR ('000)	31/12/2023	31/12/2022
Belgium	-75,479	-103,813
Luxembourg	-13,710	-22,341
France	-41,073	-49,986
Germany	-6,340	-32,174
Poland	-627	-226
Spain	-168	-175
United Kingdom	-34	-151
TOTAL COST OF SALES	-137,430	-208,866

Cost of sales for Belgium are mainly driven by Lalys, O'Sea, Barchon, St Roch and Guimard, for Germany by Eden, for Luxembourg by Canal, for France by other residential projects. Cost of sales from residential projects are lower mainly due to fewer projects in sales as a result of the lower permitting activity over recent years.

6) Administration costs

Break down as follows:

EUR ('000)	31/12/2023	31/12/2022
Personnel expenses	-10,464	-16,939
Amortisation, depreciation and impairment of assets	-30,911	-50,078
Other operating expenses	-10,413	-17,486
TOTAL ADMINISTRATION COSTS	-51,788	-84,503

In general, Administration costs have decreased due to the costs reductions mainly on personnel expenses and better management fees allocation to project costs.

The total administration costs also include the non-recurring costs related to the closing of Immobel Capital Partners (EUR 5,5 million) and the restructuring of Immobel France (EUR 4,7 million).

PERSONNEL EXPENSES

Break down as follows:

EUR ('000)	31/12/2023	31/12/2022
Salaries and fees of personnel and members of the Executive Committee	-26,866	-37,063
Project monitoring costs capitalized under "inventories"	18,925	24,572
Social security charges	-2,698	-3,368
Pension costs	152	- 80
Other	23	-1,000
TOTAL PERSONNEL EXPENSES	-10,464	-16,939

The decrease in personnel expenses is primarily due to the closing of Immobel Capital Partners and the restructuring of Immobel France, bringing the number of full time employees down from 195 to 145.

AMORTISATION, DEPRECIATION AND IMPAIRMENT OF ASSETS

Break down as follows:

EUR ('000)	31/12/2023	31/12/2022
Goodwill impairment		-43,789
Amortisation of intangible and tangible assets, and of investment property	-4,890	-6,161
Impairment on investment property	-20,000
Write down on inventories	-6,008
Write down on trade receivables	-13	-128
TOTAL AMORTISATION, DEPRECIATION AND IMPAIRMENT OF ASSETS	-30,911	-50,078

In 2022, the increase in total Depreciation and Impairment on Assets was primarily due to the amortization of goodwill related to the acquisition of Nafilyan & Partners in 2019. This was in response to the management's decision to focus more on the development of large mixed-use projects and offices in France than on small residential projects. In 2023, the total Depreciation and Impairment on Assets is mainly due to the impairment of Rueil Malmaison and to the write down on French residential projects.

OTHER OPERATING EXPENSES

Break down as follows:

EUR ('000)	31/12/2023	31/12/2022
Services and other goods	-8,268	-12,716
Other operating expenses	-2,423	-3,767
Provisions	278	-1,003
TOTAL OTHER OPERATING EXPENSES	-10,413	-17,486

Main components of services and other goods:

EUR ('000)	31/12/2023	31/12/2022
Service charges of the registered offices	-2,762	-2,812
Third party payment, including in particular the fees paid to third parties	-2 574	-2,574
Other services and other goods, including company supplies, advertising, maintenance and repair expense of properties available for sale awaiting for development	-2 931	-7,735
TOTAL SERVICES AND OTHER GOODS	-8,268	-12,716

The decrease in other services and goods is mainly related to decrease in marketing cost as well as the reduction of overhead cost following the closing of Immobel Capital partners and restructuring of Immobel France.

Amount of fees allocated during the year to KPMG Company auditors B.V./S.R.L. and its network:

EUR ('000)	31/12/2023	31/12/2022
Audit fees at consolidation level (Belgium)	-335	-313
Audit fees for the Statutory Auditor for extraordinary presentations or special assignments within the Group (Belgium)	-25	-118
- Other audit assignments	-25	-92
- Tax advice
- Other assignments outside the ordinary auditor's remit		-26
Audit fees at consolidation level (Abroad)	-241	-227
Audit fees for the Statutory Auditor for extraordinary presentations or special assignments within the Group (Abroad)
- Other audit assignments
- Tax advice
- Other assignments outside the ordinary auditor's remit
Total	-601	-658

The missions outside the audit mission were approved by the Audit & Risk Committee.

Main components of variations in provisions:

EUR ('000)	31/12/2023	31/12/2022
Provisions related to the sales	-334	270
Other provisions	56	733
TOTAL VARIATIONS IN PROVISIONS	-278	1,003
Increase	1,623	1,834
Use and reversal	-1,901	-831

7) Share in the result of joint ventures and associates, net of tax

The share in the net result of joint ventures and associates breaks down as follows:

EUR ('000)	31/12/2023	31/12/2022
Operating result	14,772	73,549
Financial result	-10,495	-5,168
Income taxes	-1,276	-1,200
RESULT OF THE PERIOD	3,001	67,181

The decrease in the share of the result of joint ventures and associates is mainly driven by the higher financial expenses from project Multitower in Belgium, Central point in Poland and White rose park in United Kingdom. In 2022, the result of joint ventures and associates was mainly driven by the sale of Cours Saint-Michel.

Further information relating to joint ventures and associates is provided in note 15.

8) Net financial costs

The financial result breaks down as follows:

EUR ('000)	31/12/2023	31/12/2022
Interest expense under the effective interest method	-33,549	-19,728
Capitalised interests on projects in development	23,685	15,553
Fair value changes		-89
Interest income	10,513	4,398
Other financial income and expenses	-2,601	-4,489
FINANCIAL RESULT	-1,952	-4,355

The interest income increased mainly thanks to the proceeds of short term placements of excess cash and hedge instruments partially offset by higher interest expense on financial debts.

9) Income taxes

Income taxes are as follows:

EUR ('000)	31/12/2023	31/12/2022
Current income taxes for the current year	-1,307	-5,299
Current income taxes for the previous financial years	-1,011	-1,161
Deferred taxes on temporary differences	7	3,705
Derecognized deferred tax assets	-9,950
TOTAL OF TAX EXPENSES RECOGNIZED IN THE STATEMENT OF COMPREHENSIVE INCOME	-12,261	-2,755
Current taxes	-2,318	-6,460
Change in tax receivables / tax payables	-11,901	-1,867
PAID INCOME TAXES ( STATEMENT OF CASH FLOW)	-14,219	-8,327

Recognised tax expenses are higher, mainly driven by the lower recognition of deferred tax assets partially offset by a lower net result for the period.

The reconciliation of the actual tax charge with the theoretical tax charge is summarised as follows:

EUR ('000)	31/12/2023	31/12/2022
Result from continuing operations before taxes	-25,326	13,128
Result from joint ventures and associates	-3,001	-67,181
RESULT BEFORE TAXES AND SHARE IN THE RESULT OF JOINT VENTURES AND ASSOCIATES	-28,326	-54,053
THEORETICAL INCOME TAXE CHARGE AT :	25.00%	25.00%
	7,082	13,513
Tax impact
- non-taxable income	2,253	5,022
- non-deductible expenses	-2,584	-13,618
- use of tax losses and notional interests deduction carried forward on which no DTA was recognised in previous years	1,180	802
- tax losses of current year on which no DTA is recognised	-5,233	-3,622
- tax losses of prior years on which a DTA is recognized	1,438	990
- tax losses of prior years on which a DTA is derecognized	-9,950
- (un)recognized tax latencies	-4,251	-2,201
- different tax rates	-386	-1,320
- Income taxes for the previous financial years	-1,809	-2,321
TAX CHARGE	-12,260	-2,755
EFFECTIVE TAX RATE OF THE YEAR	-43.28%	-5.10%

The change in effective tax rate is mainly due to the non-tax deductible impairment loss on goodwill in Immobel France Immobel that occurred in 2022.

The deferred tax asset positions were reviewed in order to make sure they can be recovered through future taxable income. This resulted in a derecognition of the deferred tax asset position on France for an amount of EUR 8.9 million due to lower profitability forecasts resulting from current market conditions.

10) Earnings per share

The basic result per share is obtained by dividing the result of the year by the average number of shares. Basic earnings per share are determined using the following information:

	31/12/2023	31/12/2022
Net result of the period attributable to owners of the company EUR ('000)	-38,423	10,723
Comprehensive income of the period EUR ('000)	-40,127	15,464
Weighted average share outstanding
Ordinary shares as at 1 January	9,997,356	9,997,356
Treasury shares as at 1 January	-25,434	-26,965
Treasury shares granted to a member of the executive committee
Treasury shares disposed		1,531
Ordinary shares outstanding as at 31 DECEMBER	9,971,922	9,971,922
Weighted average share outstanding (basic)	9,970,986	9,970,986
Net result per share	-3.853	1.075

To take into account the potential dilutive impact of performance shares traded against treasury shares, diluted earnings per share are calculated. The calculation of the diluted earnings per share is based on the following data:

	31/12/2023	31/12/2022
Net result of the period EUR ('000)	-38,423	10,723
Comprehensive income of the period EUR ('000)	-40,127	15,464
Weighted average share outstanding (basic)	9,970,986	9,970,986
Dilutive element: performance shares		1,531
Weighted average ordinary shares outstanding (diluted)	9,970,986	9,972,517
Diluted net result per share	-3.853	1.075
Diluted comprehensive income per share	-4.024	1.551

11) Intangible assets

Intangible assets evolve as follows:

EUR ('000)	31/12/2023	31/12/2022
ACQUISITION COST AT THE END OF THE PREVIOUS PERIOD	2,799	1,333
Entry in consolidation scope
Acquisitions	899	1,271
Disposals	3	195
ACQUISITION COST AT THE END OF THE YEAR	3,701	2,799
AMORTISATION AND IMPAIRMENT AT THE END OF THE PREVIOUS PERIOD	-1,442	-1,087
Entry in consolidation scope
Amortisation	- 433	- 153
Depreciation cancelled on disposals	- 133	- 202
AMORTISATION AND IMPAIRMENT AT THE END OF THE YEAR	-2,008	-1,442
NET CARRYING AMOUNT AS AT 31 DECEMBER	1,693	1,357

12) Property, plant and equipment

Property, plant and equipment evolve as follows:

EUR ('000)	31/12/2023	31/12/2022
ACQUISITION COST AT THE END OF THE PREVIOUS PERIOD	7,369	5,693
Entry in consolidation scope
Acquisitions	25	3,045
Disposals	-260	-1,369
ACQUISITION COST AT THE END OF THE YEAR	7,134	7,369
DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE PREVIOUS PERIOD	-3,247	-2,900
Depreciations	-600	-450
Depreciation cancelled on disposals	138	103
DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE YEAR	-3,709	-3,247
NET CARRYING AMOUNT AS AT 31 DECEMBER	3,425	4,122

Property, plant and equipment consist primarily of installation costs of the various registered offices.

13) Right-of-use assets

The right-of-use assets evolve as follows:

EUR ('000)	31/12/2023	31/12/2022
ACQUISITION COST AT THE END OF THE PREVIOUS PERIOD	12,553	6,708
Entry in consolidation scope
Acquisitions	2,782	10,115
Disposals	-4,311	-4,270
ACQUISITION COST AT THE END OF THE PERIOD	11,024	12,553
DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE PREVIOUS PERIOD	-2 616	-2 616
Entry in consolidation scope
Depreciations	-1,939	-2,747
Depreciation cancelled on disposals	3,073	3,067
Impairment loss on right-of-use assets	-525
DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE PERIOD	-2,007	-2,616
NET CARRYING AMOUNT AS AT 31 DECEMBER	9,017	9,937

14) Investment property

This heading includes leased out property acquired with a view to be redeveloped. Investment property evolves as follows:

EUR ('000)	31/12/2023	31/12/2022
ACQUISITION COST AT THE END OF THE PREVIOUS YEAR	72,327	178,741
Entry in consolidation scope
Disposal/exit from the consolidation scope		-2,952
Net carrying value of investment property transferred from/to inventories	13,853	-103,462
ACQUISITION COST AT THE END OF THE PERIOD	86,180	72,327
DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE PREVIOUS YEAR	-4,641	-4,742
Depreciations	-1,393	-2,810
Depreciations and impairment cancelled following disposal/exit from the consolidation scope		2,911
Impairment loss on investment property	-20,000
DEPRECIATIONS AND IMPAIRMENT AT THE END OF THE PERIOD	-26,034	-4,641
NET CARRYING AMOUNT AS AT 31 DECEMBER	60,146	67,686

The key projects included in investment property are Rueil Malmaison in France and Thomas in Luxembourg.

The useful lifetime of the Investment properties is based on the contract lease duration. The average useful life is 2.5 years. Investment property comprises a number of commercial properties that are leased to third parties. At the end of rental period, the development phase of the project starts. The impairment on investment property is due to the impairment loss on Rueil Malmaison.

15) Investments in joint ventures and associates

The contributions of joint ventures and associates in the statement of financial position and the statement of comprehensive income is as follows:

EUR ('000)	31/12/2023	31/12/2022
Investments in joint ventures	157,003	135.495
Investments in associates	10,309	9.396
TOTAL INVESTMENTS INCLUDED IN THE STATEMENT OF FINANCIAL POSITION	167,312	144,891
EUR ('000)	31/12/2023	31/12/2022
Advances from joint ventures - current liabilities	-25,244	-29,570
TOTAL ADVANCES FROM JOINT VENTURES	-25,244	-29,570
Advances to joint ventures - non-current assets	107,041	110,097
Advances to joint ventures - current assets	2,168	1,430
TOTAL ADVANCES TO JOINT VENTURES	109,209	111,527
Advances to associates - non-current assets	10,551	3,450
Advances to associates - current assets
TOTAL ADVANCES TO ASSOCIATES	10,551	3,450
EUR ('000)	31/12/2023	31/12/2022
Share in the net result of joint ventures	3,364	67.657
Share in the net result of associates	-363	- 476
SHARE OF JOINT VENTURES AND ASSOCIATES IN THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME	3.001	67.181

In accordance with the agreement under which the joint ventures and associates are established, the Group and the other investors have agreed to make additional contributions in proportion to their interests to make up any losses, if required, up to a maximum amount of EUR 38 543 thousand. No commitments have been recognised in these consolidated financial statements neither in associates nor for joint ventures in which the Group has joint control.

The book value of investments in joint ventures and associates evolve as follows:

EUR ('000)	31/12/2023	31/12/2022
VALUE AS AT 1 JANUARY	144,891	156,532
Share in result	3,001	67,181
Acquisitions and capital injections	33,142	40,233
Scope changes	-5,624	15,456
Dividends received from joint ventures and associates	-8,303	-43,587
Disposals or liquidation of joint ventures and associates	-605	-83,680
Repayment of capital	-3,342	-8,827
Other changes	4,152	1,583
CHANGES FOR THE PERIOD	22,421	-11,641
VALUE AS AT 31 DECEMBER 2023 / 31 DECEMBER 2022	167,312	144,891

THE BOOK VALUE OF ADVANCE FROM AND TO JOINT VENTURES AND ASSOCIATES EVOLVE AS FOLLOWS

	ASSETS - EUR ('000)			LIABILITIES - EUR ('000)
	31/12/2023	31/12/2022		31/12/2023	31/12/2022
VALUE AS AT 1 JANUARY	114,977	114,833		-29,570	-38,824
Acquisitions and capital injections	42,969	79,217		-75,536	-99,848
Repayment of capital	-38,196	-67,291		74,418	90,174
Scope changes		-12,800		5,456	17,005
Currency translation					2,202
Other changes	10	1,018		-12	-279
CHANGES FOR THE PERIOD	4,783	144		4,326	9,254
VALUE AS AT 31 DECEMBER 2023 / 31 DECEMBER 2022	119,760	114,977		-25,244	-29,570

As there have been no indicators of impairment, no impairment testing has been carried out for the equity accounted investees.

The weighted average interest rate on loans to/from joint ventures and associates is 5,28% as at 31 December 2023 and 3.6% as at 31 December 2022. The repayment schedule for loans is defined at the end date of the projects.

The table below shows the contribution of joint ventures and associates in the statement of financial position and the statement of comprehensive income.

	% INTEREST		BOOK VALUE OF THE INVESTMENTS - EUR (000)		SHARE IN THE COMPREHENSIVE INCOME - EUR (000)
NAME	31/12/2023	31/12/2022	31/12/2023	31/12/2022	31/12/2023	31/12/2022
Bella Vita	50%	50%	64	76	-13	28
BONDY CANAL	40%	40%		-37	93
Boralina Investments, S.L.	50%	50%	43	86	-42	-24
Brouckère Tower Invest	50%	50%	47,898	35,981	592	3,424
CBD International	50%	50%	1,788	2,310	-41	-243
Château de Beggen	50%	50%	9	13	-4	-3
Cityzen Holding	50%	50%	332	1,699		-9
Cityzen Hotel	50%	50%	6,869	3,017	-342	-179
Cityzen Office	50%	50%	19,813	8,180	622	-625
Cityzen Residence	50%	50%	2,762	2,756	-169	-192
CP Development Sp. z o.o.	50%	50%		-1,424	-1,418	-577
CSM Development	50%	50%			-704	-1,603
CSM Properties		50%				62,023
Debrouckère Development	50%	50%	320	452	-132	-45
Debrouckère Land (ex-Mobius I)	50%	50%	33	83	-50	-7
Debrouckère Leisure	50%	50%	2,172	2,253	-81	-30
Debrouckère Office	50%	50%	3,730	3,736	-6	-4
Gateway		50%				-3
Goodways SA	50%	50%	3,065	3,168	-102	-67
HOUILLES JJ ROUSSEAU	50%	50%			-1
Ilot Ecluse	50%	50%	144	150	-6	-13
Immo Marial SàRL	50%	50%	1,421		71	-121
Immo PA 33 1	50%	50%	524	1,350	20	36
Immo PA 44 1	50%	50%	1,507	504	76	-177
Immo PA 44 2	50%	50%	80	1,430	-21	-993
Key West Development	50%	50%	99	292	-193	-95
Kiem 2050 SàRL	70%		-79		-149
Les Deux Princes Develop.	50%	50%	165	170	195	3,109
M1	33%	33%	3,296	2,034	4,483	1,426
M7	33%	33%	-12	-12	-1	-4
Mobius II	50%	50%	9	686	-28	19
Munroe K Luxembourg SA	50%	50%	7,965	8,085	-1,080	-311
NP_AUBER		50%				-10
NP_AUBER_VH		50%				-34
NP_AUBERVIL	50%	50%	2,759	1,022	1,737	698
NP_BESSANC2		50%				86
NP_BESSANCOU		50%				- 56
NP_CHARENT1	51%	50%	736		-66	-263
NP_CRETEIL		50%		-1		-3
NP_EPINAY		33%				-34
NP_VAIRES		33%				-131
ODD Construct Oxy Living	50% 50%	50% 50%	581 3,919	1,292 1,047	-212 -352	128 -3
PA_VILLA	51%	51%	-492	107	13	147
Plateau d'Erpent	50%	50%	778	2,290	-11	467
RAC3	40%	40%	3,681	3,536	145	133
RAC4	40%	40%	1,313	1,317	-5	-3
RAC4 Developt	40%	40%	1,495	1,544	-49	-23
RAC5	40%	40%		5,858	168	207
RAC6	40%	40%	1,730	4,223	-92	2,040
Surf Club Hospitality Group SL	50%	50%	5,497	5,485	12	-15
Surf Club Marbella Beach, S.L.	50%	50%	21,656	21,312	344	-83
TRELAMET	40%	40%	198	94	49	46
ULB Holding	60%	60%		-5,782	-210	-10
Unipark	50%	50%	4,289	4,108	181	42
Universalis Park 2	50%	50%	-75		-145	-133
Universalis Park 3	50%	50%	-155		-304	-280
Universalis Park 3AB	50%	50%	2,060	1,988	72	14
Universalis Park 3C	50%	50%	430	418	12	1
Urban Living Belgium	30%	30%	2,589	8,600	508	189
TOTAL JOINT VENTURES			157,003	135,495	3,364	67,657
277 SH	10%	10%	5,155	4,423	-28	-22
Arlon 75	20%	20%	2,944	1,364	-1	-5
Beiestack SA	20%	20%	776	1,308	-71	-16
Belux Office Development Feeder CV	27%	26%	12	64	-9	-6
DHR Clos du Château	33%	33%	19	23	-4	-3
Immobel Belux Office Development Fund SCSP	20%	19%		1,213	-323	-399
MONTLHERY 2 BIS	20%	20%	4		14	-25
RICHELIEU	10%	10%	1,398	1,001	60
TOTAL ASSOCIATES			10,309	9,396	- 363	- 476
TOTAL JOINT VENTURES AND ASSOCIATES			167,312	144,891	3,001	67,181

The table below shows the advances from and to the joint ventures and associates in the statement of financial position.

		ADVANCES FROM JOINT VENTURES AND ASSOCIATES - EUR (000) CURRENT LIABILITIES		ADVANCES TO JOINT VENTURES AND ASSOCIATES - EUR (000) NON-CURRENT ASSETS	ADVANCES TO JOINT VENTURES AND ASSOCIATES - EUR (000) CURRENT ASSETS
NAME	31/12/2023	31/12/2022	31/12/2023	31/12/2022	31/12/2023	31/12/2022
Bella Vita
BONDY CANAL			3,626
Boralina Investments, S.L.
Brouckère Tower Invest			1,500
CBD International			24,143	24,388
Château de Beggen			7
Cityzen Holding				522
Cityzen Hotel				2,612
Cityzen Office		1,575		3,543
Cityzen Residence				2,633
CP Development Sp. z o.o.
CSM Development		50	507	57		844
CSM Properties
Debrouckère Development			5,290	2,957		63
Debrouckère Land (ex-Mobius I)		494	2,357	349		486
Debrouckère Leisure	99		2,888	2,260
Debrouckère Office	-3,547	-2,881		138		180
Gateway
Goodways SA		125	4,109	3,256		30
HOUILLES JJ ROUSSEAU			4		-1
Ilot Ecluse
Immo Marial SàRL Immo PA 33 1	-1,688 -510	-1,601				2,514
Immo PA 44 1	-1,465	-419				-50
Immo PA 44 2		-1,185			3,428	-150
Key West Development			7,448	6,644
Kiem 2050 SàRL					6,112
Les Deux Princes Develop. M1	-921 -3,479	-1,001 -6,061				-300
M7
Mobius II
Munroe K Luxembourg SA			14,454	14,752	692	226
NP_AUBER				251
NP_AUBER_VH				158
NP_AUBERVIL			3,158	2,945
NP_BESSANC2				1,329
NP_BESSANCOU				60
NP_CHARENT1	-54		-278	475
NP_CRETEIL				405
NP_EPINAY				1,176
NP_VAIRES
ODD Construct				584
Oxy Living
PA_VILLA			68	31
Plateau d'Erpent				47		1,701
RAC3	-3,473	-2,990
RAC4	-1,747	-2,165	80	200
RAC4 Developt		320	1,125	57		507
RAC5		-6,107
RAC6	-1,700	-1,337		1,320		-3,983
Surf Club Hospitality Group SL
Surf Club Marbella Beach, S.L.
TRELAMET
Unipark					320	206
ULB Holding	-4,413	-4,141
Universalis Park 2			6,899	5,869
Universalis Park 3			9,689	9,305
Universalis Park 3AB	-1,984	-1,901
Universalis Park 3C	-361	-346
Urban Living Belgium			19,968	21,773		1,178
TOTAL JOINT VENTURES	-25,243	-29,570	107,041	110,097	10,551	3,450
277 SH			60
Arlon 75
Beiestack SA
Belux Office Development Feeder CV
DHR Clos du Château
Immobel Belux Office Development Fund SCSP
MONTLHERY 2 BIS			375
RICHELIEU	-1		1,733	1,430
TOTAL ASSOCIATES	-1		2,168	1,430
TOTAL JOINT VENTURES AND ASSOCIATES	-25,244	-29,570	109,209	111,527	10,551	3,450

The tables below present condensed financial information of joint ventures and associates of the Group by entity. The amounts reported are the amounts determined in accordance with IFRS, before elimination of intercompany.

TOTAL EQUITY SHAREHOLDER COMPREHENSIVE TOTAL TOTAL TOTAL TURNOVER ALLOCATED TO LOANS BY THE INCOME ASSETS LIABILITIES EQUITY THE GROUP GROUP Bella Vita 0 -25 148 21 127 64 BONDY CANAL 0 233 8,391 8,148 242 0 Boralina Investments, S,L, 0 -85 55,580 158 55,422 43 47,898 Brouckère Tower Invest 0 1,184 259,795 164,000 95,795 CBD International 1,788 0 -82 71,281 75,440 -4,159 Château de Beggen 0 -8 33 15 19 9 Cityzen Holding 0 1 73,107 4,657 68,450 332 Cityzen Hotel 0 -685 28,756 15,018 13,738 6,869 Cityzen Office 301 1,243 86,381 46,755 39,626 19,813 Cityzen Residence 0 -338 22,704 17,181 5,523 2,762 CP Development Sp, z o,o, 0 -2,835 84,122 95,470 -11,348 0 CSM Development 0 -1,407 11 4,646 -4,636 0 Debrouckère Development 156 -265 11,538 10,899 639 320 Debrouckère Land (ex-Mobius I) 0 -100 25,930 25,865 65 33 Debrouckère Leisure 0 -162 10,427 6,083 4,344 2,172 Debrouckère Office 261 -12 15,009 7,549 7,460 3,730 Goodways SA 0 -205 23,799 20,359 3,440 3,065 HOUILLES JJ ROUSSEAU 0 -2 1 1 -1 0 Ilot Ecluse 0 -13 290 3 287 144 Immo PA 33 1 0 142 3,383 541 2,842 524 Immo PA 44 1 52 40 1,056 7 1,049 1,507 Immo PA 44 2 156 153 3,025 12 3,013 80 Immobel Marial SàRL 0 -42 7,034 7,434 -400 1,421 Key West Development 0 -386 15,111 14,913 198 Kiem 2050 S,à,r,l, 0 -213 8,620 8,733 -113 -79 Les Deux Princes Develop, 518 390 2,056 1,525 531 165 M1 25,052 13,450 12,338 4,322 8,016 3,296 M7 0 -2 187 224 -37 -12 Mobius II 0 -56 -38,356 -38,375 18 9 Munroe K Luxembourg SA 0 -2,161 131,233 115,302 15,931 7,965 NP_AUBERVIL 28,647 3,467 20,372 14,866 5,506 2,759 NP_CHARENT1 -9 -129 1,398 500 899 736 ODD Construct -9 -424 1,319 158 1,161 581 Oxy Living 0 -705 8,601 764 7,837 3,919 PA_VILLA 0 26 -501 464 -965 -492 Plateau d'Erpent 21 -23 2,766 1,209 1,557 778 RAC3 1 362 9,213 12 9,202 3,681 RAC4 0 -12 31,603 28,322 3,282 1,313 RAC4 Developt 13 -123 6,586 2,849 3,737 1,495
			AS AT 31 DECEMBER 2023
0 420 0 0 0 0			RAC5
RAC6 7 -230 5,957 1,631 4,326 1,730
Surf Club Hospitality Group SL 0 25 11,010 16 10,994 5,497
Surf Club Marbella Beach, S,L, 0 688 46,557 3,245 43,313 21,656
TRELAMET 0 121 358 2 356 198
ULB Holding 0 -349 18,287 19,768 -1,481 0
Unipark 0 362 10,252 1,675 8,577 4,289
Universalis Park 2 0 -290 26,426 29,226 -2,800 -75
Universalis Park 3 0 -609 36,179 42,321 -6,143 -155
Universalis Park 3AB 0 145 4,338 218 4,120 2,060
Universalis Park 3C 0 23 1,037 178 859 430
Urban Living Belgium 61,169 1,309 177,363 170,444 6,919 2,589
TOTAL JOINT VENTURES 116,338 11,808 1,342,112 934,773 407,339 157,004 117,592
277 SH 107 -281 129,442 77,893 51,550 5,155
Arlon 75 0 -7 35,408 20,788 14,620 2,936
Beiestack SA 0 -352 20,224 14,078 6,146 776
Belux Office Development Feeder CV 0 -35 31,212 3 31,209 12
DHR Clos du Château 0 -11 74 16 58 19
Immobel Belux Office Development Fund SCSP 0 -1,616 37,824 3,246 34,578 0
MONTLHERY 2 BIS 0 68 9,438 9,493 -55 4
RICHELIEU 0 602 70,417 56,435 13,982 1,398
TOTAL ASSOCIATES 107 -1,632 334,039 181,952 152,087 10,309
TOTAL JOINT VENTURES AND ASSOCIATES 116,445 10,176 1,676,151 1,116,725 559,526 167,313 119,760

		FIGURES AT 100%
AS AT 31 DECEMBER 2022	TURNOVER	COMPREHENSIVE INCOME	TOTAL ASSETS	TOTAL LIABILITIES	TOTAL EQUITY	TOTAL EQUITY ALLOCATED TO THE GROUP	SHAREHOLDER LOANS BY THE GROUP
Bella Vita	0	56	155	2	152	76	0
BONDY CANAL	0	-1	8,058	8,048	9	-37	0
Boralina Investments, S,L,	0	-48	55,585	78	55,507	86	0
Brouckère Tower Invest	659	6,848	231,577	159,615	71,962	35,981	0
CBD International	0	-486	60,999	65,404	-4,405	2,310	24,388
Château de Beggen	0	-6	42	15	27	13	0
Cityzen Holding	0	-18	35,022	1,048	33,975	1,699	522
Cityzen Hotel Cityzen Office	0	-358	23,532	17,499	6,033	3,017	2,612
Cityzen Residence	0	-1,251	65,036	48,676	16,360	8,180	3,543
CP Development Sp, z o,o,	0 1,482	-383 -1,154	22,762 84,158	17,250 87,006	5,512 -2,847	2,756 -1,424	2,633 0
CSM Development	0	-3,205	1,168	4,397	-3,229	0	901
CSM Properties	0	-6,040	0	0	0	0	0
Debrouckère Development	0	-89	10,246	9,342	904	452	3,020
Debrouckère Land (ex-Mobius I)	0	-14	23,994	23,829	165	83	835
Debrouckère Leisure	0	-59	9,240	4,733	4,507	2,253	2,260
Debrouckère Office	0	-9	15,306	7,835	7,471	3,736	318
Garden Point	0	0	0	0	0	0	0
Gateway	0	-7	0	0	0	0	0
Goodways SA	0	-133	22,683	19,039	3,644	3,168	3,286
HOUILLES JJ ROUSSEAU	0	,0	1	0	1	0	0
Ilot Ecluse	0	-26	302	2	300	150	0
Immo PA 33 1 Immo PA 44 1	0	71	3,216	516	2,700	1,350	0
Immo PA 44 2	1,348	-354	1,060	52	1,009	0	-50
Immobel Marial SàRL	4,043 0	-1,986 -241	3,027 5,052	166 5,410	2,861 -358	1,430 0	-150 2,514
Key West Development	0	-191	14,022	13,439	584	292	6,644
Les Deux Princes Develop,	-824	6,218	4,557	4,216	341	170	-300
M1	19,267	4,278	23,690	17,589	6,101	2,034	0
M7	0	-12	194	230	-35	-12	0
Mobius II	0	39	-36,261	-37,632	1,372	686	0
Munroe K Luxembourg SA	0	-622	126,857	110,688	16,169	8,085	14,978
NP_AUBER	0	-138	425	708	-282	0	251
NP_AUBER_VH	0	-35	733	739	-6	0	158
NP_AUBERVIL NP_BESSANC2	21,499	1,393	15,394	13,355	2,039	1,022	2,945
NP_BESSANCOU	3,461 0	,351 99	2,661 603	2,387 211	274 392	0 0	1,329 60
NP_CHARENT1	929	-516	1,764	2,215	-451	0	475
NP_CRETEIL	0	-6	-2	0	-2	-1	405
NP_EPINAY	-6,518	-116	1,857	1,802	54	0	1,176
NP_VAIRES	0	-134	1,535	1,560	-25	0	0
ODD Construct	6,400	257	5,246	2,661	2,585	1,292	584
Oxy Living	0	-6	2,439	344	2,095	1,047	0
PA_VILLA	0	288	820	610	209	107	31
Plateau d'Erpent RAC3	853	933	10,890	6,310	4,580	2,290	1,748
RAC4	1	333	8,851	11	8,840	3,536	0
RAC4 Developt	0 0	-8 -57	31,588 6,142	28,295 2,282	3,294 3,859	1,317 1,544	200 564
RAC5	0	516	15,275	631	14,644	5,858	0
RAC6	33,386	5,100	12,228	1,672	10,556	4,223	-2,663
Surf Club Hospitality Group SL	0	-31	11,014	44	10,970	5,485	0
Surf Club Marbella Beach, S,L,	0	-166	46,428	3,803	42,624	21,312	0
TRELAMET	0	115	289	55	234	94	0
ULB Holding	0	-350	18,260	19,391	-1,132	-5,782	0
Unipark	0	84	10,309	2,093	8,216	4,108	206
Universalis Park 2 Universalis Park 3	0	-266	24,954	27,464	-2,510	0	5,869
Universalis Park 3AB	0	-559	35,178	40,712	-5,534	0	9,305
Universalis Park 3C	0 0	27 2	4,176 1,009	201 173	3,975 836	1,988 418	0 0
Urban Living Belgium	30,885	602	202,633	197,023	5,609	8,600	22,951
TOTAL JOINT VENTURES	116,870	8,531	1,287,980	945,246	342,734	135,495	113,547
277 SH	0	-217	113,600	69,369	44,230	4,423	0
Arlon 75	0	-26	32,782	26,008	6,774	1,364	0
Beiestack SA	0	-82	21,157	14,660	6,497	1,308	0
Belux Office Development Feeder CV	0	-21	31,416	2	31,414	64	0
DHR Clos du Château	0	-10	85	16	69	23	0
Immobel Belux Office Development Fund SCSP	0	-1,993	36,291	786	35,505	1,213	0
MONTLHERY 2 BIS	0	-123	1,055	1,179	-123	0	0

RICHELIEU	0	0	64,724	54,714	10,010	1,001	1,430
TOTAL ASSOCIATES	0	-2,472	301,110	166,734	134,376	9,396	1,430
TOTAL JOINT VENTURES AND ASSOCIATES	116,870	6,059	1,589,090	1,111,980	477,110	144,891	114,977

The tables below present condensed financial information of all joint ventures and associates of the Group as well as a breakdown of the inventories, investment properties and the financial debts. Figures are presented at 100%. AS AT 31 DECEMBER 2023

Main components of assets and liabilities:			Main projects and financial debts	INVENTORIES AND INVESTMENT PROPERTY	FINANCIAL DEBTS
Investment property	140,646		Cityzen Hotel	25,599	13,940
Other fixed assets	215,828		Cityzen Office	82,008	40,120
Inventories	1,054,772		Cityzen Residence	21,501	13,940
Cash and cash equivalents	59,821		Goodways SA	20,870	12,500
Receivables and other assets	203,013		RAC4	24,456	28,000
Other financial assets	2,073		Universalis Park 2	24,584	12,700
Non-current financial debts		442,946	Universalis Park 3	35,795	15,930
Current Financial debts		184,955	Urban Living Belgium	143,419	71,458
Deferred tax liabilities		4,530	Debrouckère Land (ex-Mobius I)	25,094	21,150
Shareholder's loans		160,661	CP Development Sp, z o,o,	78,270	24,936
Other Liabilities		323,337	Brouckère Tower Invest	230,173	142,489
Other financiall liabilities		296	Others	483,649	230,738
TOTAL	1,676,151	1,116,725	TOTAL	1,195,418	627,901

AS AT 31 DECEMBER 2022

Main components of assets and liabilities:			Main projects and financial debts	INVENTORIES AND INVESTMENT PROPERTY	FINANCIAL DEBTS
Investment property	143,336		Cityzen Hotel	20,732	13,940
Other fixed assets	183,059		Cityzen Office	59,863	40,120
Inventories	952,986		Cityzen Residence	20,415	13,940
Cash and cash equivalents	98,127		RAC4	23,287	28,000
Receivables and other assets	211,582		Universalis Park 2	23,412	12,700
Non-current financial debts		343,130	Universalis Park 3	34,358	15,930
Current Financial debts		277,443	Urban Living Belgium	144,734	74,352
Deferred tax liabilities		5,071	Debrouckère Land (ex-Mobius I)	23,973	21,150
Shareholder's loans		157,052	CP Development Sp, z o,o,	77,964	25,975
Other Liabilities		329,284	Brouckère Tower Invest	205,395	142,336
TOTAL	1,589,090	1,111,980	Beiestack SA	20,196	11,779
			Others	441,991	220,351
			TOTAL	1,096,322	620,573

In case of financial debts towards credit institutions, the shareholder loans reimbursements (reimbursement of cash to the mother company) are subordinated to the reimbursements towards credit institutions.

EUR ('000)	31/12/2023	31/12/2022
Amount of debts guaranteed by securities	241.239	175,951
Book value of Group's assets pledged for debt securities	425,357	299,004

For the main debts towards credit institutions mentioned above, the company Immobel SA has engaged itself to provide the necessary financial means in order to bring the different projects to a good end ("cash deficiency" and "cost overrun" engagements). There are no significant restrictions which limit the Group's ability to access the assets of joint ventures and associates, nor specific risks or commitments other than those relating to bank loans.

16) Deferred tax

Deferred tax assets or liabilities are recorded in the balance sheet on deductible or taxable temporary differences, tax losses and tax credits carried forward. Changes in deferred tax assets and liabilities are recognised in the statement of profit and loss unless they relate to items directly recognised in other comprehensive income. Immobel has reviewed the recoverability of the deferred tax assets on:

• The availability of sufficient taxable temporary differences
• The probability that the entity will have sufficient taxable profits in the future, in the same period as the reversal of the deductible temporary difference or in the periods into which a tax loss can be carried back or forward
• The availability of tax planning opportunities that allow the recovery of deferred tax assets Deferred tax assets and liabilities relate to the following temporary differences:

EUR ('000)		DEFERRED TAX ASSETS		DEFERRED TAX LIABILITIES
	31/12/2023	31/12/2022	31/12/2023	31/12/2022
Tax losses	23,031	34,501
Timing difference on projects valuation	4,476	2,151	36,882	36,164
Derivative instruments
Fair value of financial instruments			-61	-61
Other items	3	55	-89	7
Netting (net tax position per entity)	-14,055	-14,974	-14,055	-14,974
TOTAL	13,455	21,733	22,676	21,136
VALUE AS AT 1 JANUARY	21,733		21,136
Deferred tax recognised in the equity attributable to owners of the company	-200		-11,603
Deferred tax recognised in the consolidated statement of comprehensive income	-8,078		13,143
VALUE AS AT 31 DECEMBER 2023	13,455		22,676

With a derecognition of the deferred tax assets position on a number of projects in France for a total amount of EUR 8,9 million due to lower profitability forecasts resulting from current market conditions, Immobel France is no longer the main contributor to the deferred tax assets

Immobel and Infinito contribute for the most part to the deferred tax liabilities.

Immobel holds for EUR 113 million of tax losses for which no deferred tax asset has been recognized.

None of the recognized tax losses carried forward expire, except for the Polish tax losses, which may be carried forward for only 5 consecutive tax years, subject to the restriction that not more than 50% of the amount of the tax loss from a given past year can be utilised in any single subsequent tax year.

TEMPORARY DIFFERENCES OR TAX LOSSES FOR WHICH DEFERRED TAX ASSETS ARE RECOGNISED IN THE BALANCE	EUR ('000)
SHEET, FROM WHICH:	6,992
Expiring at the end of 2024	533
Expiring at the end of 2025	898
Expiring at the end of 2026	1,763
Expiring at the end of 2027	1,305
Expiring at the end of 2028	2,493

17) Inventories

Inventories consist of buildings and land acquired for development and resale. Allocation of inventories by geographical segment is as follows:

EUR ('000)	31/12/2023	31/12/2022
Belgium	484,530	436,740
Luxembourg	206,428	152,357
France	210,005	218,021
Germany	111,617	112,465
Poland	102,887	64,229
Spain	2,698	1,914
TOTAL INVENTORIES	1,118,165	985,726

Cross-analysis by type of project and by geographical zone - EUR (000) Offices Residential Landbanking 31/12/2023

Belgium	175,558	237,282	71,690	484,530
Luxembourg	784	205,643		206,427
France	162,497	47,508		210,005
Germany		111,617		111,617
Poland		102,887		102,887
Spain		2,698		2,698
Total	338,840	707,635	71,690	1,118,165
Cross-analysis by type of project and by geographical zone - EUR (000)	Offices	Residential	Landbanking	31/12/2022
Belgium	144,431	212,117	80,192	436,740
Luxembourg	1,335	151,022		152,357
France	159,962	58,059		218,021
Germany		112,465		112,465
Poland		64,229		64,229
Spain		1,914		1,914
Total	305,728	599,806	80,192	985,726

The main changes on inventory are mainly driven by Gasperich in Luxembourg, by the ongoing development of Granaria in Poland and of the Proximus in Belgium. Immobel and Proximus agreed to extend the timeline for the sale of the Proximus Towers with Immobel holding the sole right to call the transaction, for which Immobel made an irrevocable payment of EUR 30 million. This payment serves an advanced payment to the acquisition price upon calling the option.

The main projects in inventories include Proximus, O'Sea, Isala and Lebeau Sablon in Belgium, Gasperich, Polvermillen and Cat Club in Luxembourg, Saint-Antoine, Tati in France, Eden in Germany and Granaria Gdansk in Poland.

The weighted average interest rate on borrowing costs capitalized on Project Financing Credits and on Bonds was 3.7 % in 2023 and 3.6 % in 2022.

The inventories break down as follows:

EUR ('000)	31/12/2023	31/12/2022
INVENTORIES AS AT 1 JANUARY	985,726	698,623
Net book value of investment property transferred from/to inventories	-13 853	103,462
Purchases of the year	41,969	37,857
Developments	223,541	340,856
Disposals of the year	-137,430	-208,866
Borrowing costs	23,685	15,553
Scope changes	534	-1,759
Write-off	-6,008
CHANGES FOR THE PERIOD	132,439	287,103
INVENTORIES AS AT 31 DECEMBER 2023 / 31 DECEMBER 2022	1,118,165	985,726

Management has considered the current Real Estate market environment in its net realisable value assessment and estimates that current book value of inventory can be recoverable by future sales.

Breakdown of the movements by geographical area : EUR ('000)	Purchases/ Developments	Disposals	Borrowing costs	Scope changes	Write-off	Net book value of investment property transferred from/to inventories	Net
Belgium	112,657	-75,479	10,562	58	-8		47,790
Luxembourg	64,983	-13,710	2,797				54,070
France	53,116	-41,073	-206		-6,000	-13,853	-8,016
Germany	3,540	-6,340	1,952				-848
Poland	36,671	-627	2,138	476			38,658
Spain	984	-200					784
United Kingdom
Total	271,952	-137,429	17,243	534	-6,008	-13,853	132,439

EUR ('000) 31/12/2023 31/12/2022

Within 12 months	223,579	175,902
Beyond 12 months	894,586	809,824
Breakdwon of the stock by type:
Without permit	684,779	617,759
Permit obtained but not yet in development
In development	433,386	367,967

The book value of the Group's assets pledged for debt securities related to investment property and inventory as a whole was EUR 1 041 million compared to EUR 893 million at the end of 2022, representing an increase of EUR 148 million.

As at 31 December 2023, Immobel acknowledged a capital commitment for an amount of EUR 58 690 thousand for projects.

18) Trade receivables

Trade receivables refer to the following operational segments:

Belgium 10,547	7,737
Luxembourg 2,927	1,050
France 6,899	5,133
Germany 3,120	3,072
Poland 194	179
Spain 442	420
United Kingdom 69
TOTAL TRADE RECEIVABLES 24,198	17,591
The analysis of the delay of payment arises as follows: EUR ('000) 31/12/2023	31/12/2022
Due < 3 months 5,758	1,609
Due > 3 months < 6 months 3,462	710
Due > 6 months < 12 months 431	333
Due > 1 year 1,109	1,230

The increase in trade receivables is mainly related to the outstanding position on project Savigny-sur-orge, which was settled after year end. Other important positions are on ongoing projects Ilot St Roch and Eden.

CREDIT RISK

Trade receivables mainly relate to receivables either for equity accounted investees or for customers. The credit risk for both types of receivables is considered as immaterial. Receivables towards equity accounted investees are typically backed by an asset under development. Receivables for customers are typically backed by the asset sold which serves as collateral.

Impairments recorded on trade receivables evolve as follows:

EUR ('000)	31/12/2023	31/12/2022
BALANCE AT 1 JANUARY	708	627
Additions		81
Discounts	- 131
MOVEMENTS OF THE PERIOD	- 131	81
BALANCE AS AT 31 DECEMBER 2023 / 31 DECEMBER 2022	577	708

19) Contract assets

Contract assets, arising from the application of IFRS 15, refer to the following operational segments:

EUR ('000)	31/12/2023	31/12/2022
Belgium	1,615	5,493
Luxembourg		1,867
France	20,865	25,755
Germany		9,033
TOTAL CONTRACT ASSETS	22,480	42,148
EUR ('000)	31/12/2023	31/12/2022
BALANCE AT 1 JANUARY	42,148	117,953
Additions	13,914	4,952
Discounts	-33,582	-80,757
MOVEMENTS OF THE PERIOD	-19,668	-75,805
BALANCE AS AT 31 DECEMBER 2023 / 31 DECEMBER 2022	22,480	42,148

Contract assets include the amounts to which the entity is entitled in exchange for goods or services that it already has provided for a customer, but for which payment is not yet due or is subject to fulfilment of a specific condition provided for in the contract. When an amount becomes due, it is transferred to the receivables account. A trade receivable is recognised as soon as the entity has an unconditional right to collect a payment. This unconditional right exists from the moment in time when the payment becomes due.

Trade receivables, other receivables and contract assets are similarly subject to an impairment test in accordance with the provisions of IFRS 9 on expected credit losses. This test does not show any significant potential impact since these contract assets (and their related receivables) are generally covered by the underlying assets represented by the building to be transferred.

As at 31 December 2023, the change in contract assets is mainly due to the decrease in operational activity in France and Germany.

20) Prepayments and other receivables

The components of this item are:

EUR ('000)	31/12/2023	31/12/2022
Other receivables	44,623	51,304
of which : advances and guarantees paid
taxes (other than income taxes) and VAT receivable	29,418	33,567
prepayments and dividends receivable	15,205	17,737
Deferred charges and accrued income on projects in development	4,419	4,913
deferred charges	2,513	4,550
accrued income	1,906	363
TOTAL OTHER CURRENT ASSETS	49,042	56,217

Those receivables are mainly related to VAT receivables on the project Polvermillen in Luxembourg and Immo Savigny in France and to accrued income in Immobel S.A. and Compagnie Immobilière de Luxembourg.

21) Information related to the net financial debt

The Group's net financial debt is the balance between the cash and cash equivalents and the financial debts (current and non-current). It amounts to EUR -832 047 thousand as at 31 December 2023 compared to EUR -626 574 thousand as at 31 December 2022.

EUR ('000)	31/12/2023	31/12/2022
Cash and cash equivalents	132,080	275,926
Non current financial debts	787,946	722,777
Current financial debts	176,181	179,723
NET FINANCIAL DEBT	-832,047	-626,574

The Group's debt ratio1 is 62,4% as at 31 December 2023, compared to 52,9% as at 31 December 2022. The capital management policy is to remain under a ratio of 65% in internal view.

The increase in non-current financial debts is mainly driven by the acquisition of a new project in Luxembourg and the financing of the construction of a residential project in Poland.

CASH AND CASH EQUIVALENTS

Cash deposits and cash at bank and in hand amount to EUR 132 080 thousand compared to EUR 275 926 thousand at the end of 2022, representing an decrease of EUR 143 846 thousand. The breakdown of cash and cash equivalents is as follows:

EUR ('000)	31/12/2023	31/12/2022
Term deposits with an initial duration of maximum 3 months	81,392	137,804
Cash at bank and in hand	50,688	138,122
AVAILABLE CASH AND CASH EQUIVALENTS	132,080	275,926

The explanation of the change in available cash is given in the consolidated cash flow statement. Cash and cash equivalents are fully available, either for distribution to the shareholders or to finance projects owned by the different companies. EUR 48 million of available cash is dedicated to specific projects to finish ongoing construction.

All bank accounts are held by investment grade banks (minimum Baa1/A- rating).

FINANCIAL DEBTS

Financial debts increase with EUR 57 298 thousand, from EUR 902 500 thousand at 31 December 2022 to EUR 964 128 thousand at 31 December 2023. The components of financial debts are as follows:

EUR ('000)	31/12/2023	31/12/2022
Bond issues:
Bond issue maturity 17-10-2025 at 3.50% - nominal amount 50 MEUR	50,000	50,000
Bond issue maturity 14-04-2027 at 3.00% - nominal amount 75 MEUR	75,000	75,000
Bond issue maturity 12-05-2028 at 3.00% - nominal amount 125 MEUR	125,000	125,000
Bond issue maturity 29-06-2026 at 4,75% - nominal amount 125 MEUR	125,000	125,000
Lease contracts	9,205	8,536
Credit institutions	403,741	339,241
NON CURRENT FINANCIAL DEBTS	787,946	722,777
Bond issues:
Bond issue maturity 17-10-2023 at 3.00% - nominal amount 50 MEUR		50,000
Credit institutions	166,165	119,843
Lease contracts	1,626	2,316
Bonds - not yet due interest	8,391	7,564
CURRENT FINANCIAL DEBTS	176,182	179,723
TOTAL FINANCIAL DEBTS	964,128	902,500
Financial debts at fixed rates	375,000	425,000
Financial debts at variable rates	580,737	469,936
Not yet due interest	8,391	7,564
Amount of debts guaranteed by securities	476,199	409,558
Book value of Group's assets pledged for debt securities	1,041,645	893,009

Financial debts evolve as follows:

EUR ('000)	31/12/2023	31/12/2022
FINANCIAL DEBTS AS AT 1 JANUARY	902,500	866,690
Liabilities related to lease contracts	-853	-8,536
Contracted debts	182,383	397,909
Repaid debts	-131,370	-353,659
Movements bonds - - not yet due interest	827	-7,468
Not yet due interest on other loans	10,641	7,564
CHANGES FOR THE PERIOD	61,628	35,810
FINANCIAL DEBTS AS AT 31 DECEMBER 2023 / 31 DECEMBER 2022	964,128	902,500

¹ Debt ratio is calculated by dividing net financial debt by the sum of net financial debt and equity group share

All financial debts are denominated in EUR.

Except for the bonds, financing for the Group and financing for the Group's projects are provided based on a short-term rate, the 1 to 12-month Euribor, plus a commercial margin.

As at the end of December 2023, IMMOBEL is entitled to use EUR 545 million of confirmed project finance lines of which EUR 404 million were used. These credit lines (Project Financing Credits) are specific for the development of certain projects. Furthermore, Immobel has EUR 80,4 million of undrawn corporate credit lines.

To further secure its liquidity position, Immobel entered into a bridge financing line amounting to EUR 135 million, to secure potential cashflow shortfall until April 2025.

As at 31 December 2023, the book value of the Group's assets pledged to secure corporate credit and the project financing credits amounted to EUR 1 041 million.

The table below summarises the maturity of the financial liabilities of the Group:

As at 31 December 2023

DUE IN THE PERIOD - EUR (000)	UP TO 1 YEAR	1 TO 2 YEARS	2 TO 3 YEARS	3 TO 4 YEARS	4 TO 5 YEARS	AFTER 5 YEARS	Total
Bonds		50,000	125,000	75,000	125,000		375,000
Project Financing Credits	147,665	217,406	43,585				408,656
Corporate Credit lines	5,500	142,750					148,250
Commercial paper	13,000						13,000
Lease contracts	1,626	3,227	1,680	1,079	792	2,425	10,830
Interests not yet due and amortized costs	8,391						8,391
TOTAL AMOUNT OF DEBTS	176,182	413,383	170,266	76,079	125,792	2,425	964,128

As at 31 December 2022

DUE IN THE PERIOD - EUR (000)	UP TO 1 YEAR	1 TO 2 YEARS	2 TO 3 YEARS	3 TO 4 YEARS	4 TO 5 YEARS	AFTER 5 YEARS	Total
Bonds	50,000		50,000	125,000	75,000	125,000	425,000
Project Financing Credits	95,398	101,163	196,882	15,695			409,138
Corporate Credit lines	2,000	2,500	23,000				27,500
Commercial paper	22,445						22,445
Lease contracts	3,236	1,774	1,626	1,058	778	2,382	10,853
Interests not yet due and amortized costs	7,564						7,564
TOTAL AMOUNT OF DEBTS	180,643	105,437	271,508	141,753	75,778	127,382	902,500

The table below summarises the maturity of interests on the financial liabilities of the Group:

As at 31 December 2023

DUE IN THE PERIOD - EUR (000)	UP TO 1 YEAR	1 TO 2 YEARS	2 TO 3 YEARS	3 TO 4 YEARS	4 TO 5 YEARS	AFTER 5 YEARS	Total
Bonds	13,688	13,318	8,896	4,379	1,346		41,626
Project Financing Credits	19,357	9,328	1,188				29,873
Corporate Credit lines	8,219	5,291					13,510
Commercial paper	72						72
Lease contracts	64	59	54	22	14	43	256
TOTAL AMOUNT OF DEBTS	41,400	27,996	10,138	4,400	1,360	43	85,336

As at 31 December 2022

DUE IN THE PERIOD - EUR (000)	UP TO 1 YEAR	1 TO 2 YEARS	2 TO 3 YEARS	3 TO 4 YEARS	4 TO 5 YEARS	AFTER 5 YEARS	Total
Bonds	14,879	13,688	13,318	8,896	4,379	1,346	56,506
Project Financing Credits	15,972	9,906	4,697	354			30,929
Corporate Credit lines	138	138	11				287
Commercial paper	219						219
Lease contracts	64	59	54	22	14	43	256
TOTAL AMOUNT OF DEBTS	31,272	23,791	18,080	9,272	4,393	1,389	88,197

INTEREST RATE RISK

To hedge its variable interest rate exposure, the Group uses various type of financial instruments.

Interest CAP

• In March 2019, the Company entered into agreements to cap the interest rate at 3% on part of the financial debt related to a notional amount of EUR 18 million for the period from 22 May 2019 to 22 August 2026.
• In May 2021, the Company entered into another agreement to cap the interest rate at 1.5% on part of the financial debt related to a notional amount of EUR 225 million for the period from 1 July 2023 to 1 July 2024.
• In January 2023, the Company entered into two agreements to cap the interest rate at 4% on part of the financial debt related to a notional amount of EUR 100 million for the period from 1 January 2024 to 31 December 2024 and to another of EUR 100 million for the period from 1 January 2025 to 31 December 2025.

Interest rate swap

• The Company uses interest-rate swap agreements to convert a portion of its interest-rate exposure from floating rates to fixed rates to reduce the risk of an increase in the EURIBOR interest rate. The interest swaps replace the Euribor rate with a fixed interest rate each year on the outstanding amount.

Immobel has entered into the following various interest rate swap:

Interest rate swaps - EUR (000) Company	OUTSTANDING AMOUNT	FIXED INTEREST RATE	START DATE	END DATE
Immobel S.A.	25,500	5 bps	29-01-21	31-01-25
Infinito S.A.	5,000	9.4 bps	30-09-21	30-04-24
Infinito S.A.	5,000	9.4 bps	30-09-21	30-04-24
Infinito Holding S.R.L.	19,550	9.4 bps	30-09-21	30-04-24
Infinito Holding S.R.L.	19,550	9.4 bps	30-09-21	30-04-24
Arlon 75 S.A.	20,400	320 bps	27-06-23	27-12-25
CP Developments SP. Z O.O.	15,585	370.5 bps	28-02-23	10-03-25
Munroe K Luxembourg SA	56,927	240.8 bps	31-05-22	31-05-25
North Living SA	11,367	301.5 bps	29-12-23	31-12-25
North Offices SA	19,433	301.5 bps	29-12-23	31-12-25
North Student Housing SA	1,467	301.5 bps	29-12-23	31-12-25
North Retail SA	1,467	301.5 bps	29-12-23	31-12-25
North Public SA	2,933	301.5 bps	29-12-23	31-12-25
North Living SA	11,367	301.5 bps	29-12-23	31-12-25
North Offices SA	19,433	301.5 bps	29-12-23	31-12-25
North Student Housing SA	1,467	301.5 bps	29-12-23	31-12-25
North Retail SA	1,467	301.5 bps	29-12-23	31-12-25
North Public SA	2,933	301.5 bps	29-12-23	31-12-25
North Living SA	11,367	301.5 bps	29-12-23	31-12-25
North Offices SA	19,433	301.5 bps	29-12-23	31-12-25
North Student Housing SA	1,467	301.5 bps	29-12-23	31-12-25
North Retail SA	1,467	301.5 bps	29-12-23	31-12-25
North Public SA	2,933	301.5 bps	29-12-23	31-12-25
Immobel S.A.	200,000	304 bps	01-07-24	30-06-26
Immobel S.A.	100,000	243 bps	28-06-24	31-12-26
Infinito S.A.	5,000	265 bps	30-04-24	31-10-26
Infinito S.A.	5,000	249 bps	30-04-24	31-10-26
Infinito Holding S.R.L.	19,550	265 bps	30-04-24	31-10-26
Infinito Holding S.R.L.	19,550	249 bps	30-04-24	31-10-26

Both the interest CAPs and Interest rate swaps are formally designated and qualify as a cash-flow hedge and are recorded on the consolidated balance sheet under other current and non-current financial assets for a total amount of EUR 4 118 and under derivative financial instruments for a total amount of EUR 4 943 thousand.

The various interest rate swaps and interest rate caps make that the total outstanding financial debt position of Immobel is hedged for 88%. An increase of 1% interest rate would result in an annual increase of the interest charge on debt of EUR 1 207 thousand.

INFORMATION ON FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table list the different classes of financial assets and liabilities with their carrying amounts in the balance sheet and their respective fair value and analysed by their measurement category.

The fair value of financial instruments is determined as follows:

• If their maturity is short-term (e.g.: trade receivables and payables), the fair value is assumed to be close to the carrying amount,
• For fixed rate debts, based on discounted future cash flows estimated based on market rates at closing,
• For variable rate debts, the fair value is assumed to be close to the carrying amount,

• For derivative financial instruments, the fair value is determined on the basis of discounted future cash flows estimated based on curves of forward interest rates. This value is mentioned by the counterparty financial institution.

• For quoted bonds, on the basis of the quotation at the closing (level 1).

The fair value measurement of financial assets and financial liabilities can be characterized in one of the following ways:

• Level 1: the fair values of financial assets and liabilities with standard terms and conditions and traded on active liquid markets are determined with reference to quoted market prices in active markets for identical assets and liabilities,

• Level 2: the fair values of other financial assets and financial liabilities are determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments. This mainly relates to derivative financial instruments,

• Level 3: the fair values of the remaining financial assets and financial liabilities are derived from valuation techniques which include inputs which are not based on observable market data.

		Amounts recognized in accordance with IFRS 9
EUR ('000)	Level of the fair value	Carrying amount 31/12/2023	Amortized cost	Fair value trough profit or loss	Fair value 31/12/2023	Cash flow hedging 31/12/2023
ASSETS
Cash and cash equivalents		132,080	132,080		132,080
Other current financial assets	Level 2	2,696			2,696
Other non-current financial assets	Level 2	1,422			1,422
Advances to joint ventures and associates	Level 2	119,760	119,760		119,760
TOTAL		255,958	251,840		255,958

LIABILITIES

Interest-bearing debt	Level 1	375,000	375,000	375,000
Interest-bearing debt	Level 2	589,128	589,128	589,128
Derivative financial instruments	Level 2	4,943		4,943
Advances from joint ventures and associates	Level 2	25,244	25,244	25,244
TOTAL		994,315	989,372	994,315

		Amounts recognized in accordance with IFRS 9 (represented)
EUR ('000)	Level of the fair value	Carrying amount 31/12/2022	Amortized cost	Fair value trough profit or loss	Fair value 31/12/2022	Cash flow hedging 31/12/2022
ASSETS
Cash and cash equivalents		275,926	275,926		275,926
Other current financial assets	Level 2	3,689			3,486	203
Other non-current financial assets	Level 2
Advances to joint ventures and associates	Level 2	114,977	114,977		114,977
TOTAL		394,592	390,903		394,389	203

LIABILITIES

Interest-bearing debt	Level 1	425,000	425,000	405,127
Interest-bearing debt	Level 2	477,500	477,500	477,500
Advances from joint ventures and associates	Level 2	29,570	29,570	29,570
TOTAL		932,070	932,070	912,197

The Group did not make any changes to its financial risk management policy in 2023.

LIQUIDITY RISK

Immobel uses largely centralised structures for pooling cash and cash equivalents at Group level. The central liquidity position is calculated monthly using a bottom-up method over a rolling twelve-month period. The liquidity planning is supplemented by monthly stress tests. There are limited capital commitments and no significant corporate lines nor bonds maturing in the course of 2024.

FINANCIAL COMMITMENTS

The Group is subject, for bonds and credit lines mentioned hereabove, to a number of financial commitments.

These covenants are taking into account the equity, the net financial debt and its relation with the equity and the

inventories. At 31 December 2023, as for the previous years, the Group was in conformity with all these financial commitments and no effect of a covenant breach on classification has to be considered. Immobel has sufficient headroom before being in breach. Hence, it is not expected that Immobel would breach any of its financial covenants during the next two testing points in 2024

RISK OF FLUCTUATION IN FOREIGN CURRENCIES

The Group has limited exposure to foreign exchange rate risks on its activities. The functional currency of projects currently being developed in Poland and of the activities in the UK are converted respectively from PLN to EUR (except for the Central Point managed in EUR) and from GBP to EUR, with an impact on other comprehensive income.

Foreign exchange rate swap :

• In December 2023, the Company entered into an agreement to swap the foreign exchange exposure on the PLN 40 Million conversion to EUR on October 31st 2024 to an agreed Foreign exchange rate.

22) Equity

	2023	2022
Number of shares at 31 DECEMBER	9,997,356	9,997,356
Number of shares fully paid at 31 DECEMBER	9,997,356	9,997,356
Treasury shares at 31 DECEMBER	25,434	25,434
Nominal value per share	9.740	9.740
Number of shares at 1 January	9,997,356	9,997,356
Number of treasury shares at 1 January	-25,434	-26,965
Treasury shares granted to a member of the executive committee
Treasury shares sold		1,531
Number of shares (excluding treasury shares) at 31 DECEMBER	9,971,922	9,971,922

RISK MANAGEMENT RELATED TO THE CAPITAL

The capital structure of the Group consists of current and non-current liabilities less the cash and cash equivalents reported in the balance sheet and in equity. Immobel manages its capital with the aim of ensuring that all Group companies continue to operate on a going concern basis while keeping the cost of capital as low as possible. The capital structure is reviewed on a regular basis taking into account the underlying financial and operational risks of the company.

23) Pensions and similar obligations

The pensions and similar obligations cover the obligations of the Group as far as the Group insurance is concerned. The amount recognised in the balance sheet represents the present value of obligations in terms of defined benefit pension plans less the fair value of plan assets.

EUR ('000)	31/12/2023	31/12/2022
STATEMENT OF FINANCIAL POSITION
Provisions
Present value of the defined benefit obligations	1,253	1,662
Fair value of plan assets at the end of the period	-1,109	-1,095
NET LIABILITY ARISING FROM DEFINED BENEFIT OBLIGATION	144	567
STATEMENT OF COMPREHENSIVE INCOME
Current service cost	-86	-159
Past service cost or settlement	173
Interest cost on the defined benefit obligation	-55	-16
Interest income on plan assets	41	11
Administration costs	-3	-3
DEFINED BENEFIT COSTS RECOGNIZED IN PROFIT OR LOSS	70	-167
Acturial (gains) / losses on defined benefit obligation arising from
- changes in financial assumptions	-68	582
- return on plan assets (excluding interest income)	-10	-351
- experience adjustments	349	-120
REMEASUREMENTS OF NET DEFINED BENEFIT LIABILITY RECOGNISED IN OTHER COMPREHENSIVE INCOME	271	111
DEFINED BENEFIT COSTS	341	-57

EUR ('000)	31/12/2023	31/12/2022
PRESENT VALUE OF THE OBLIGATIONS AS AT 1 JANUARY	1,662	1,996
Current service cost	86	159
Interest cost	55	16
Contributions from plan participants	4	4
Actuarial (gains) losses	-281	- 461
Benefits paid	-100	- 52
Past service cost, settlement or business combination	-173
PRESENT VALUE OF THE OBLIGATIONS AS AT 31 DECEMBER	1.253	1,662
EUR ('000)	31/12/2023	31/12/2022
FAIR VALUE OF THE PLAN ASSETS AS AT 1 JANUARY	1,095	1,398

Interest income	41	11
Contributions from employer	82	88
Contributions from plan participants	4	4
Benefits paid	-100	- 52
Return on plan assets (excluding interest income)	-10	- 351
Administrative costs	-3	- 3
Settlement or business combination
FAIR VALUE OF THE PLAN ASSETS AS AT 31 DECEMBER	1,095	1,095
CONTRIBUTION OF THE EMPLOYER EXPECTED FOR 2023 / 2022	88	67
ACTURIAL ASSUMPTIONS USED TO DETERMINE OBLIGATIONS
Discount rate	3.23%	3.75%
Future salary increases	3.60%	3.56%
Inflation rate	2.10%	2.20%
Mortality table	MR-5/FR-5	MR-3/FR-3 (BE) INSEE H/F 14-16 (FR)
SENSITIVITY ANALYSIS OF THE DBO 31/12/2021
Discount rate	2.73%	3.25%

The Belgian defined benefit pension plan and defined contribution pension plans with guaranteed return are funded through Group insurance contracts. The plans are funded through employer and employee contributions. The underlying assets of the insurance contracts are primarily invested in bonds. The defined benefit plan is closed for new employees. The plan participants are entitled to a lump sum on retirement. Active members also receive a benefit on death-in-service.

Amount of the DBO 1,308 1,766

The French retirement indemnity plan offers a lump sum on retirement as defined by the collective labour agreement of the real estate industry. The plan is unfunded and open to new employees.

24) Provisions

The components of provisions are as follows:

		EUR ('000)	31/12/2023	31/12/2022
Provisions related to the sales			1,489	1,823
Other provisions			2,313	2,006
TOTAL PROVISIONS			3,802	3,829
EUR ('000)	Related to sales	Other	Total
PROVISIONS AS AT 1 JANUARY	1,823	2,006	3,829
Scope changes
Increase	292	1,331	1,623
Use/Reversal	-626	-1,024	-1,650
CHANGES FOR THE PERIOD	-334	307	-27
PROVISIONS AS AT 31 DECEMBRE	1,489	2,313	3,802

Allocation by operational segment is as follows:

EUR ('000)	31/12/2023	31/12/2022
Belgium	105	105
Luxembourg		500
France	3,697	3,224
TOTAL PROVISIONS	3,802	3,829

The provisions are made up based on the risks related to the litigations, in particular when the recognition conditions of those liabilities are met.

These provisions made correspond to the best estimate of outgoing resources considered as likely by the Board of Directors. The Group has no indication on the final amount of disbursement or the timing of the disbursement, it depends on court decisions.

Risks related to sales and litigation in progress are the subject of provisions when the conditions for recognition of these liabilities are met. The provisions related to sales are generally related to guarantees of rents, good execution of work,...

No provision has been recorded for the other litigations that mainly concern:

• problems of decennial guarantee for which the Group has recourse on the contractor who is generally covered by an insurance of "decennial liability coverage" for this purpose,
• pure administrative recourses concerning planning and environmental permits introduced by third parties at the Council of State without any financial consequence for the Group.

25) Trade payables

This account is allocated by operational segment as follows:

EUR ('000)	31/12/2023	31/12/2022
Belgium	27,971	41,955
Luxembourg	7,407	3,889
France	24,833	27,534
Germany	16,164	16,044
Poland	255	2,202
Spain	4,088	4,175
United Kingdom		2,585
TOTAL TRADE PAYABLES	80,718	98,384

The trade payables are mainly related to the projects O'sea and St Roch in Belgium, Saint Antoine and Paris Lannelongue in France and Eden in Germany.

26) Contract liabilities

The contract liabilities, arising from the application of IFRS 15, relate to following operational segment:

EUR ('000)	31/12/2023	31/12/2022
Belgium	12,130	10,254
Luxembourg	8,607	7,778
France	2,670	4,987
Germany
Poland	58,142	28,466
Spain
TOTAL CONTRACT LIABILITIES	81,549	51,485

The increase in contract liabilities is mainly due to Liewen in Luxembourg.

Contract liabilities include amounts received by the entity as compensation for goods or services that have not yet been provided for the customer. Contract liabilities are settled by "future" recognition of the revenue when the IFRS 15 criteria for revenue recognition have been met.

All amounts reflected in contract liabilities relate to residential activities for which revenue is recognised over time, except for the Granaria project in Poland where revenue will be recognized upon delivery, thus creating discrepancies between payments and the realisation of benefits.

27) Social debts, VAT, accrued charges and other amount payable

The components of this account are:

EUR ('000)	31/12/2023	31/12/2022
Payroll related liabilities	1,167	3,015
Taxes (other than income taxes) and VAT payable	11,319	17,005
Advances on sales
Accrued charges	14,467	13,026
Dividends payable		163
Other	4,115	2,732
Other liability with business partners	10,189	18,419
TOTAL OTHER CURRENT LIABILITIES	41,257	54,360

Other current liabilities mainly consist of taxes (other than income taxes) as well as accrued charges and deferred income in Belgium and France.

28) Main contingent assets and liabilities

EUR ('000)	31/12/2023	31/12/2022
Guarantees from third parties on behalf of the Group with respect to:
- inventories	487,512	480,376
- other assets
TOTAL GUARANTEES FROM THIRD PARTIES ON BEHALF OF THE GROUP	487,512	480,376
These guarantees consist of:
- guarantees "Real estate trader" (acquisitions with registration fee at reduced rate)	86,898	26,493
- guarantees "Law Breyne" (guarantees given in connection with the sale of houses or apartments under construction)	1,750	300
- guarantees "Good end of execution" (guarantees given in connection with the execution of works) and "other" (successful completion of payment, rental,…)	398,864	453 583
TOTAL GUARANTEES FROM THIRD PARTIES ON BEHALF OF THE GROUP	487,512	480,376
Mortgage power - Amount of inscription	147,887	83,899
MORTGAGE POWER - AMOUNT OF INSCRIPTION	147,887	83,899
Book value of Group's assets pledged for debt securities related to investment property and inventory as a whole	1,041,645	893 009
BOOK VALUE OF PLEDGED GROUP'S ASSETS	1,041,645	893,009
Amount of debts guaranteed by above securities
- Non current debts	260,991	299,465
- Current debts	160,665	110,093
TOTAL AMOUNT OF DEBTS GUARANTEED	421,656	409,558

29) Change in working capital

The change in working capital by nature is established as follows:

EUR ('000)	31/12/2023	31/12/2022
Inventories and Investment properties	-131,322	-183,641
Amounts receivable within one year	13,077	96,330
Deferred charges and accrued income	7,276	-19,977
Trade debts	12,429	44,353
Amounts payable regarding taxes and social security	-7,534	3,591
Accrued charges and deferred income	-4,846	-9,254
Other payable with business partners	-4,329	-4,585
CHANGE IN WORKING CAPITAL	-115,249	-73,183

Changes in drivers for working capital are addressed in the respective notes earlier in this report.

30) Commitments

At 31 December 2023, Immobel acknowledges a capital commitment for an amount of EUR 58 690 thousand for projects in Belgium, Luxembourg and France.

31) Information on related parties

RELATIONSHIPS WITH SHAREHOLDERS – MAIN SHAREHOLDERS

	31/12/2023	31/12/2022
A3 Capital NV & A3 Management BVBA	58.99%	58.99%
IMMOBEL (Treasury shares)	0.25%	0.25%
Number of representative capital shares	9,997,356	9,997,356

RELATIONSHIPS WITH SENIOR (NON) EXECUTIVES

These are the remuneration of members of the (non) Executive Committee and of the Board of Directors.

At 31 DECEMBER 2023	EUR ('000)	Executive Chairman/ CEO	Executive Committee	Non Executive Committee
Basic remuneration		1,000	2,753	287
Variable remuneration STI		102	473	None
Variable remuneration LTI		None	1,203	None
Individual pension commitment		None	None	None
Other		None	None	None

At 31 DECEMBER 2022	EUR ('000)	Executive Chairman/ CEO	Executive Committee	Non Executive Committee
Basic remuneration		1,200	2,529	256
Variable remuneration STI		120	1,297	None
Variable remuneration LTI		None	1,500	None
Individual pension commitment		None	None	None
Other		None	None	None

RELATIONSHIPS WITH JOINT VENTURES AND ASSOCIATES

The relationships with joint ventures and associates consist mainly of loans or advances, whose amounts are recorded in the balance sheet in the following accounts:

EUR ('000)	31/12/2023	31/12/2022
Investments in joint ventures and associates - shareholder's loans	115,528	111,527
Advances to joint ventures and associates	10,551	3,450
Advances from joint ventures and associates	-25,244	-29,570
Operating income	4,766	4,474
Operating expense	-173	-504
interest income	5,177	3,679
interest expense	-1,602	-1,008

Those relationships are conducted in accordance with formal terms and conditions agreed with the Group and its partner. The interest rate applicable to these loans and advances is EURIBOR + margin, defined based on internal transfer pricing principles.

See note 15 for further information on joint ventures and associates.

32) Events subsequent to reporting date

There were no events after the balance sheet date that had a significant impact on the Company's accounts.

33) Companies owned by the Immobel Group

Companies forming part of the Group as at 31 December 2023:

SUBSIDIARIES – FULLY CONSOLIDATED

			GROUP INTEREST (%) (Economic
NAME	COMPANY NUMBER HEAD OFFICE		interest)
AIC IMMO OSNY	915079438	Paris	6 0
ARQUEBUSIERS DEVELOPPEMENT S.À R.L.	9999999	Luxembourg	100
BEYAERT NV	837 807 014	Brussels	100
BOITEUX RESIDENTIAL NV	837 797 314	Brussels	100
BRUSSELS EAST REAL ESTATE SA	478 120 522	Brussels	100
BRUSSELS HOLDING BV	0783276582	Brussels	100
BULL'S EYE PROPERTY LUX SA	B 138 135	Luxemburg	100
CANAL DEVELOPEMENT SARL	B 250 642	Luxemburg	100
CHAMBON NV	837 807 509	Brussels	100
COLONEL STONE	0749467827	Brussels	100
COMPAGNIE IMMOBILIÈRE DE WALLONIE (CIW) SA	401 541 990	Brussels	100
COMPAGNIE IMMOBILIÈRE LUXEMBOURGEOISE SA	B 29 696	Luxemburg	100
COSIMO S.A.	426 370 527	Brussels	100
EDEN TOWER FRANKFURT GMBH	B235375	Frankfurt	100
EMPEREUR FROISSART NV	871 449 879	Brussels	100
ENTREPRISE ET GESTION IMMOBILIÈRES (EGIMO) SA	403 360 741	Brussels	100
ESPACE NIVELLES SA	472 279 241	Brussels	100
FLINT CONSTRUCT NV	506 899 135	Brussels	6 5
FLINT LAND NV	506 823 614	Brussels	6 5
FONCIÈRE JENNIFER SA	464 582 884	Brussels	100
FONCIÈRE MONTOYER SA	826 862 642	Brussels	100
FROUNERBOND DEVELOPPEMENT S.À R.L.	B251782	Luxembourg	100
GASPERICH DEVELOPPEMENT SARL	B263526	Luxembourg	100
GRANARIA DEVELOPMENT GDANSK BIS SP. Z.O.O.	0000 48 02 78	Warsaw	9 0
GRANARIA DEVELOPMENT GDANSK SP. Z.O.O.	0000 51 06 69	Warsaw	9 0
HERMES BROWN II NV	890 572 539	Brussels	100
HOLLERICH DEVELOPPEMENT S.ÀR.L.L	B269856	Luxemburg	100
HOTEL GRANARIA DEVELOPMENT SP. Z.O.O.	0000 51 06 64	Warsaw	9 0
ILOT SAINT ROCH SA	675 860 861	Brussels	100
IMMO DEVAUX II NV	694 897 013	Brussels	100
IMMOBEL BIDCO LTD	140 582	Jersey	100
IMMOBEL CAPITAL PARTNERS LTD	13 833 428	London	100
IMMOBEL FRANCE GESTION SARL	809 724 974	Paris	100
IMMOBEL FRANCE SAS	800 676 850	Paris	100
IMMOBEL FRANCE TERTIAIRE SAS	833 654 221	Paris	100
IMMOBEL GERMANY 1 GMBH	HRB 110201	Köln	100
IMMOBEL GERMANY 2 GMBH	HRB 110165	Köln	100
IMMOBEL GERMANY GMBH	5050 817 557	Köln	100
IMMOBEL GERMANY SARL	B231 412	Luxemburg	100

IMMOBEL GP SARL	B 247 503	Luxemburg	100
IMMOBEL GUTENBERG BERLIN 1 GMBH	HRB 106676	Koln	100
IMMOBEL GUTENBERG BERLIN 2 GMBH	HRB 106697	Koln	100
IMMOBEL GUTENBERG BERLIN 3 GMBH	HRB 106882	Koln	100
IMMOBEL GUTENBERG BERLIN 4 GMBH	HRB 106679	Koln	100
IMMOBEL GUTENBERG BERLIN INVESTMENT GMBH	HRB 90319	Koln	100
IMMOBEL HOLDCO SPAIN S.L.	B 881 229 62	Madrid	100
IMMOBEL HOLDING LUXEMBOURG SARL	B 138 090	Luxemburg	100
IMMOBEL LUX SA	B 130 313	Luxemburg	100
IMMOBEL PM SPAIN S.L.	B 882 567 06	Madrid	100
IMMOBEL POLAND SP. Z.O.O.	0000 37 22 17	Warsaw	100
IMMOBEL PROJECT MANAGEMENT SA	475 729 174	Brussels	100
IMMOBEL R.E.M. FUND SARL	B 228 335	Luxemburg	100
IMMOBEL REAL ESTATE FUND SC	B 228 393	Luxemburg	100
IMMOBEL URBAN LIVING	695 672 419	Brussels	100
IMMO-PUYHOEK SA	847 201 958	Brussels	100
INFINITO HOLDING S.R.L.	765 474 411	Brussels	76,05
INFINITO S.A.	403 062 219	Brussels	76,05
INFINITY LIVING SA	B 211 415	Luxemburg	100
LAKE FRONT SA	562 818 447	Brussels	100
LEBEAU DEVELOPMENT	711 809 556	Brussels	100
LEBEAU SABLON SA	551 947 123	Brussels	100
LES JARDINS DU NORD SA	444 857 737	Brussels	96,2
LOTINVEST DEVELOPMENT SA	417 100 196	Brussels	100
MILAWEY INVESTMENTS SP. ZO.O.	0000 63 51 51	Warsaw	100
MÖBIUS CONSTRUCT SA	681 630 183	Brussels	100
MONTAGNE RESIDENTIAL SA	837 806 420	Brussels	100
NENNIG DEVELOPPEMENT SARL	B 250.824	Luxemburg	100
NORTH LIVING BV	786 740 670	Brussels	100
NORTH OFFICES BV	786 726 616	Brussels	100
NORTH PUBLIC BV	786 727 705	Brussels	100
NORTH RETAIL BV	786 740 472	Brussels	100
NORTH STUDENT HOUSING BV	786 726 814	Brussels	100
NP SHOWROOM SNC	837 908 086	Paris	100
OFFICE FUND CARRY SRL	759 610 562	Brussels	100
OFFICE FUND GP SRL	759 610 463	Brussels	100
POLVERMILLEN SARL	B 207 813	Luxemburg	100
PRINCE ROYAL CONSTRUCT SA	633 872 927	Brussels	100
QUOMAGO SA	425 480 206	Brussels	100
SAS PARIS LANNELONGUE	851 891 721	Paris	100
SAS RUEIL COLMAR	852 152 412	Paris	100
SAS SAINT ANTOINE COUR BERARD	851 891 721	Paris	100
SCCV BUTTES CHAUMONT	882 258 510	Paris	100
SCCV IMMO AVON 1	911 119 386	Paris	100

SCCV IMMO BOUGIVAL 1	883460420	Paris	100
SCCV IMMO MONTEVRAIN 1	884552308	Paris	100
SCCV IMMO TREMBLAY 1	883461238	Paris	100
SCCV NP ASNIERES SUR SEINE 1	813 388 188	Paris	100
SCCV NP AUBER RE	813 595 956	Paris	100
SCCV NP AUBER VICTOR HUGO	833 883 762	Paris	100
SCCV NP AUBERGENVILLE 1	837 935 857	Paris	100
SCCV NP AULNAY SOUS BOIS 1	811 446 699	Paris	100
SCCV NP BESSANCOURT 1	808 351 969	Paris	100
SCCV NP BESSANCOURT 2	843 586 397	Paris	100
SCCV NP BEZONS 1	820 345 718	Paris	100
SCCV NP BEZONS 2	829 707 348	Paris	100
SCCV NP BOIS D'ARCY 1	829 739 515	Paris	100
SCCV NP BONDOUFLE 1	815 057 435	Paris	100
SCCV NP BUSSY SAINT GEORGES 1	812 264 448	Paris	100
SCCV NP CHATENAY-MALABRY 1	837 914 126	Paris	100
SCCV NP CHELLES 1	824 117 196	Paris	100
SCCV NP CHILLY-MAZARIN 1	838 112 332	Paris	100
SCCV NP CROISSY SUR SEINE 1	817 842 487	Paris	100
SCCV NP CROISSY SUR SEINE 2	822 760 732	Paris	100
SCCV NP CROISSY SUR SEINE 3	822 760 625	Paris	100
SCCV NP CROISSY SUR SEINE 4	832 311 047	Paris	100
SCCV NP DOURDAN 1	820 366 227	Paris	100
SCCV NP DRANCY 1	829 982 180	Paris	100
SCCV NP EAUBONNE 1	850 406 562	Paris	100
SCCV NP EPINAY SUR ORGE 1	838 577 419	Paris	100
SCCV NP FONTENAY AUX ROSES 1	838 330 397	Paris	100
SCCV NP FRANCONVILLE 1	828 852 038	Paris	9 0
SCCV NP GARGENVILLE 1	837 914 456	Paris	100
SCCV NP ISSY LES MOULINEAUX 1	820 102 770	Paris	8 5
SCCV NP LA GARENNE-COLOMBES 1	842 234 064	Paris	100
SCCV NP LE PLESSIS TREVISE 1	829 675 545	Paris	100
SCCV NP LE VESINET 1	848 225 884	Paris	5 1
SCCV NP LIVRY-GARGAN 1	844 512 632	Paris	100
SCCV NP LONGPONT-SUR-ORGE 1	820 373 462	Paris	100
SCCV NP LOUVECIENNES 1	827 572 173	Paris	100
SCCV NP MEUDON 1	829 707 421	Paris	100
SCCV NP MOISSY-CRAMAYEL 1	838 348 738	Paris	100
SCCV NP MONTESSON 1	851 834 119	Paris	5 1
SCCV NP MONTLHERY 1	823 496 559	Paris	100
SCCV NP MONTLHERY 2	837 935 881	Paris	100
SCCV NP MONTMAGNY 1	838 080 091	Paris	100
SCCV NP NEUILLY SUR MARNE 1	819 611 013	Paris	100

SCCV NP PARIS 1	829 707 157	Paris	100
SCCV NP PARIS 2	842 239 816	Paris	100
SCCV NP RAMBOUILLET 1	833 416 365	Paris	100
SCCV NP ROMAINVILLE 1	829 706 589	Paris	100
SCCV NP SAINT ARNOULT EN YVELINES 1	828 405 837	Paris	100
SCCV NP SAINT GERMAIN EN LAYE 1	829 739 739	Paris	100
SCCV NP SAINT GERMAIN EN LAYE 2	844 464 768	Paris	100
SCCV NP VAIRES SUR MARNE 1	813 440 864	Paris	100
SCCV NP VAUJOURS 1	829 678 960	Paris	100
SCCV NP VILLE D'AVRAY 1	829 743 087	Paris	100
SCCV NP VILLEJUIF 1	829 674 134	Paris	100
SCCV NP VILLEMOMBLE 1	847 809 068	Paris	100
SCCV NP VILLEPINTE 1	810 518 530	Paris	100
SCCV NP VILLIERS SUR MARNE 1	820 147 072	Paris	100
SCCV SCI COMBS LES NOTES FLORALES	820 955 888	Paris	6 0
SCI LE COEUR DES REMPARTS DE SAINT-ARNOULT-EN-YVELINES	831 266 820	Paris	100
SNC HEMACLE	904 024 999	Paris	100
SNC IMMO ILM 2	913 859 013	Paris	100
SNC IMMO MDB	882328339	Paris	100
SQUARE DES HÉROS S.A.	843 656 906	Brussels	100
SSCV IMMO OTHIS 1	899269773	Paris	100
SSCV IMMO SAVIGNY SUR ORGE 1	809 724 974	Paris	100
T ZOUT CONSTRUCT SA	656 754 831	Brussels	100
THOMAS SA	B 33 819	Luxemburg	100
VAARTKOM SA	656 758 393	Brussels	100
VAL D'OR CONSTRUCT SA	656 752 257	Brussels	100
VELDIMMO SA	430 622 986	Brussels	100
VESALIUS CONSTRUCT NV	543 851 185	Brussels	100
ZIELNA DEVELOPMENT SP. Z.O.O.	0000 52 76 58	Warsaw	100

JOINT VENTURES – ACCOUNTED FOR UNDER THE EQUITY METHOD

NAME	COMPANY NUMBER HEAD OFFICE		GROUP INTEREST (%) (Economic interest)
BELLA VITA SA	890 019 738	Brussels	5 0
BORALINA INVESTMENTS SL	B 884 669 33	Madrid	5 0
BROUCKERE TOWER INVEST NV	874 491 622	Brussels	5 0
CBD INTERNATIONAL SP. Z.O.O.	0000 22 82 37	Warsaw	5 0
CHÂTEAU DE BEGGEN SA	B 133 856	Luxemburg	5 0
CITYZEN HOLDING SA	721 884 985	Brussels	5 0
CITYZEN HOTEL SA	721 520 444	Brussels	5 0
CITYZEN OFFICE SA	721 520 840	Brussels	5 0
CITYZEN RESIDENCE SA	721 520 642	Brussels	5 0

CP DEVELOPMENT SP. Z O.O.	0000 63 51 51	Warsaw	5 0
CSM DEVELOPMENT NV	692 645 524	Brussels	5 0
DEBROUCKERE DEVELOPMENT SA	700 731 661	Brussels	5 0
DEBROUCKERE LAND NV	662 473 277	Brussels	5 0
DEBROUCKERE LEISURE NV	750 734 567	Brussels	5 0
DEBROUCKERE OFFICE NV	750 735 557	Brussels	5 0
GOODWAYS SA	405 773 467	Brussels	5 0
ILOT ECLUSE SA	441 544 592	Gilly	5 0
IMMO PA 33 1 SA	845 710 336	Brussels	5 0
IMMO PA 44 1 SA	845 708 257	Brussels	5 0
IMMO PA 44 2 SA	845 709 049	Brussels	5 0
KEY WEST DEVELOPMENT SA	738 738 439	Brussels	5 0
KIEM 2050 S.À.R.L.	B277786	Luxemburg	7 0
LES 2 PRINCES DEVELOPMENT SA	849 400 294	Brussels	5 0
M1 SA	B 197 932	Strassen	33,33
M7 SA	B 197 934	Strassen	33,33
MUNROE K LUXEMBOURG SA	B117323	Luxembourg	5 0
ODD CONSTRUCT SA	682 966 706	Knokke-Heist	5 0
OXY LIVING SA	786 923 287	Brussels	5 0
PLATEAU D'ERPENT	696 967 368	Namur	5 0
RAC 3 SA	819 588 830	Antwerp	4 0
RAC 4 DEVELOPMENT SA	673 640 551	Brussels	4 0
RAC 4 SA	819 593 481	Brussels	4 0
RAC 6 SA	738 392 110	Brussels	4 0
SAS BONDY CANAL	904 820 461	Paris	4 0
SAS TRELAMET	652 013 772	Paris	4 0
SCCV HOUILLES JJ ROUSSEAU	913 859 013	Paris	5 0
SCCV NP AUBERVILLIERS 1	824 416 002	Paris	50,1
SCCV NP CHARENTON LE PONT 1	833 414 675	Paris	50,98
SCCV PA VILLA COLOMBA	838 112 449	Paris	5 1
SCHOETTERMARIAL SARL	B 245 380	Luxemburg	5 0
SURF CLUB HOSPITALITY GROUP SL	B 935 517 86	Madrid	5 0
SURF CLUB MARBELLA BEACH SL	B 875 448 21	Madrid	5 0
UNIPARK SA	686 566 889	Brussels	5 0
UNIVERSALIS PARK 2 SA	665 921 529	Brussels	5 0
UNIVERSALIS PARK 3 SA	665 921 133	Brussels	5 0
UNIVERSALIS PARK 3AB SA	665 922 420	Brussels	5 0
UNIVERSALIS PARK 3C SA	665 921 430	Brussels	5 0
URBAN LIVING BELGIUM HOLDING NV	831 672 258	Antwerp	6 0
URBAN LIVING BELGIUM NV	831 672 258	Antwerp	3 0

ASSOCIATES – ACCOUNTED FOR UNDER THE EQUITY METHOD

			GROUP INTEREST (%)
NAME	COMPANY NUMBER HEAD OFFICE		(Economic interest)
ARLON 75 BV	780 650 258	Brussels	20,13
BEIESTACK S.A.	B 183 641	Luxemburg	20,13
BELUX OFFICE DEVELOPMENT FEEDER CV	759 908 985	Brussels	26,93
DHR CLOS DU CHÂTEAU SA	895 524 784	Brussels	33,33
IMMOBEL BELUX OFFICE DEVELOPMENT FUND SCSP	B249896	Luxembourg	2 0
SCCV 73 RICHELIEU	894 876 655	Paris	1 0
SCCV MONTLHERY ROUTE D'ORLEANS	904 647 823	Paris	2 0
SSCV 277 SH	901 400 531	Paris	1 0

There are no significant restrictions that limit the Group's ability to access assets and settle the liabilities of subsidiaries.

In case of financial debts towards credit institutions, the shareholder's loans reimbursements (reimbursement of cash to the mother company) are subordinated to the reimbursements towards credit institutions.

G. Statement from the responsible persons

The undersigned persons state that, to the best of their knowledge:

• the Consolidated Financial Statements of Immobel SA and its subsidiaries as of 31st December 2023 have been prepared in accordance with the International Financial Reporting Standards ("IFRS"), and give a true and fair view of the assets and liabilities, financial position and results of the whole of the companies of the Immobel Group as well as the subsidiaries included in the consolidation;

• the Director's Report on the financial year ended at 31 December 2023 gives a fair overview of the development, the results and of the position of the Immobel Group as well as the subsidiaries included in the consolidation, as well as a description of the principal risks and uncertainties faced by the Immobel Group.

On behalf of the Board of Directors:

Marnix Galle2 Chairman of the Board of Directors

² Vaste vertegenwoordiger van de vennootschap A³ Management bvba

Statutory auditor's report to the general meeting of Immobel NV on the consolidated financial statements as of and for the year ended December 31, 2023

FREE TRANSLATION OF UNQUALIFIED STATUTORY AUDITOR'S REPORT ORIGINALLY PREPARED IN DUTCH AND FRENCH

In the context of the statutory audit of the consolidated financial statements of Immobel NV ("the Company") and its subsidiaries (jointly "the Group"), we provide you with our statutory auditor's report. This includes our report on the consolidated financial statements for the year ended December 31, 2023, as well as other legal and regulatory requirements. Our report is one and indivisible.

We were appointed as statutory auditor by the general meeting of April 15, 2021, in accordance with the proposal of the supervisory board issued on the recommendation of the audit committee. Our mandate will expire on the date of the general meeting deliberating on the annual accounts for the year ended December 31, 2023. We have performed the statutory audit of the consolidated financial statements of the Group for three consecutive financial years.

Report on the consolidated financial statements

Unqualified opinion

We have audited the consolidated financial statements of the Group as of and for the year ended December 31, 2023, prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium. These consolidated financial statements comprise the consolidated statement of financial position as at December 31, 2023, the consolidated statements of profit and loss and other comprehensive income, changes in equity and cash flows for the year then ended and notes, comprising material accounting policies and other explanatory information. The total of the consolidated statement of financial position amounts to 1.728.289 KEUR and the consolidated statement of profit and loss shows a loss for the year of 37.587 KEUR.

In our opinion, the consolidated financial statements give a true and fair view of the Group's equity and financial position as at December 31, 2023 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium.

Basis for our unqualified opinion

We conducted our audit in accordance with International Standards on Auditing ("ISAs") as adopted in Belgium. In addition, we have applied the ISAs as issued by the IAASB and applicable for the current accounting year while these have not been adopted in Belgium yet.

KPMG Bedrijfsrevisoren - KPMG Réviseurs d'Entreprises, a Belgian BV/SRL and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. Document Classification: KPMG Public

KPMG Bedrijfsrevisoren - KPMG Réviseurs d'Entreprises BV/SRL Ondernemingsnummer / Numéro d'entreprise 0419.122.548 BTW - TVA BE 0419.122.548 RPR Brussel - RPM Bruxelles IBAN : BE 95 0018 4771 0358 BIC : GEBABEBB

Statutory auditor's report to the general meeting of Immobel NV on the consolidated financial statements as of and for the year ended December 31, 2023

Our responsibilities under those standards are further described in the "Statutory auditors' responsibility for the audit of the consolidated financial statements" section of our report. We have complied with the ethical requirements that are relevant to our audit of the consolidated financial statements in Belgium, including the independence requirements.

We have obtained from the board of directors and the 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.

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current 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 we do not provide a separate opinion on these matters.

Project development revenue (including revenue recognised by joint ventures and associates accounted for under the equity method)

We refer to accounting policies E.5.11) 'Operating income' and E.5.14) 'Main judgements and main sources of uncertainties related to estimations' and notes F.1) 'Operating segment – financial information by geographical segment' and F.2) 'Revenue' of the consolidated financial statements.

Description

As disclosed in note F.1), revenue ('project development revenue') amounts to 189.820 KEUR in 2023, of which 37.205 KEUR attributable to joint ventures and associates accounted for under the equity method (revenue which is not included in the consolidated statement of profit and loss).

The Group contracts in a variety of ways. Each project has a different risk and revenue profile based on its individual contractual and delivery characteristics. We determined the recognition and measurement of revenue from the sale of project developments, for which revenue is recognized over time, as a key audit matter due to its size to the consolidated statement of profit or loss, complexity of contract terms, judgement involved to recognize revenue in accordance with the relevant accounting standards and the high degree of management judgement involved in determining the percentage of completion of the projects.

Our audit procedures

For a selection of projects we performed the following audit procedures:

• We obtained an understanding of the project management and related revenue recognition process and tested the design and implementation of relevant controls.
• We assessed the Group's determination of transfer of control by analyzing the contractual terms of sale against the criteria in the relevant accounting standards.

• We discussed the most recent project feasibility analyses including stage of completion with the relevant project manager and/or project controller. We assessed the reasonableness of the key estimates and judgements made by management and challenged them based on comparison with the prior period feasibility study for those projects and comparable transactions.
• We assessed the reliability of key inputs to the project feasibility analyses and on a sample basis we assessed the accuracy of these inputs by comparing them to the underlying supporting documents.
• We recalculated the margin recognized over the period considering the actual recognized cost incurred and the project's expected profit margin.
• We considered the adequacy of the disclosures in the consolidated financial statements relating to revenue.

Recoverability of project development inventories (including inventories held by joint ventures and associates accounted for under the equity method)

We refer to accounting policies E. 5.8) 'Inventories' and E.5.14) 'Main judgements and main sources of uncertainties related to estimations' and notes F.1) 'Operating segment – financial information by geographical segment', F.17) 'Inventories' and F.15) 'Investments in joint ventures and associates' of the consolidated financial statements.

Description

As disclosed in note F.1), inventories ('project development inventories') amount to 1.538.276 KEUR as at 31 December 2023, of which 420.111 KEUR attributable to project development inventories held by joint ventures and associates accounted for under the equity method (which is not included in the consolidated statement of financial position). Inventories are measured at the lower of cost and net realizable value at the balance sheet date. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. A write-down is necessary when the net realizable value at balance sheet date is lower than the carrying value. The determination of the net realizable value used to assess the recoverability of project development inventories involves management judgment as this assessment includes assumptions about future events which inherently are subject to the risk of change and uncertainty.

Due to the high degree of management judgement required, we determined the assessment of the net realizable value of project development inventories, and specifically those projects for which an impairment indicator exists, as a key audit matter.

Statutory auditor's report to the general meeting of Immobel NV on the consolidated financial statements as of and for the year ended December 31, 2023

Our audit procedures

For a selection of projects that we considered at higher risk of misstatement, we performed the following audit procedures:

• We obtained an understanding of the project management process and tested the design and implementation of internal controls.
• We enquired with management and the relevant project managers and/or controllers to obtain an understanding of the progress of development, the risks associated to the project (such as permitting, construction and commercialization) and the projected performance and assessed management's basis of estimates of the net realizable value.
• We inspected updated project feasibility analyses and assessed the assumptions used in forecasting the selling price and costs to complete by comparison to similar transactions;
• For those selected projects where sales have been recognized, we analysed the realized margins for impairment indicators in the respective remaining property development inventory balance.
• We assessed the reliability of key inputs to the project feasibility analyses and on a sample basis we assessed the accuracy of these inputs by comparing them to the underlying supporting documents.
• We tested the reasonableness of the capitalized interest cost and project management fees allocated to the development projects.
• We assessed whether the carrying value was the lower of the estimated net realizable value and cost.
• We considered the adequacy of the disclosures in the consolidated financial statements relating to project development inventories.

Board of directors' responsibilities for the preparation of the consolidated financial statements

The board of directors is responsible for the preparation of these consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board and as adopted by the European Union, and with the legal and regulatory requirements applicable in Belgium, and for such internal control as 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.

Statutory auditor's report to the general meeting of Immobel NV on the consolidated financial statements as of and for the year ended December 31, 2023

Statutory auditor's responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance as to whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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 the users taken on the basis of these consolidated financial statements.

When performing our audit we comply with the legal, regulatory and professional requirements applicable to audits of the consolidated financial statements in Belgium. The scope of the statutory audit of the consolidated financial statements does not extend to providing assurance on the future viability of the Group nor on the efficiency or effectivity of how the board of directors has conducted or will conduct the business of the Group. Our responsibilities regarding the going concern basis of accounting applied by the board of directors are described below.

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

• 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 controls 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 board of directors;
• Conclude on the appropriateness of 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 auditors' 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 auditors' 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, including the disclosures, 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 direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with the audit committee 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.

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.

For 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 period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

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 board of directors' annual report on the consolidated financial statements and the other information included in the annual report.

Statutory auditor's responsibilities

In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing as applicable in Belgium, our responsibility is to verify, in all material respects, the board of directors' annual report on the consolidated financial statements and the other information included in the annual report, and to report on these matters.

Aspects concerning the board of directors' annual report on the consolidated financial statements and other information included in the annual report

Based on specific work performed on the board of directors' annual report on the consolidated financial statements, we are of the opinion that this report is consistent with the consolidated financial statements for the same period and has been prepared in accordance with article 3:32 of the Companies' and Associations' Code.

Statutory auditor's report to the general meeting of Immobel NV on the consolidated financial statements as of and for the year ended December 31, 2023

In the context of our audit of the consolidated financial statements, we are also responsible for considering, in particular based on the knowledge gained throughout the audit, whether the board of directors' annual report on the consolidated financial statements and other information included in the annual report:

• Message of the executive chair

contain material misstatements, or information that is incorrectly stated or misleading. In the context of the procedures carried out, we did not identify any material misstatements that we have to report to you.

Information about the independence

• Our audit firm and our network have not performed any engagement which is incompatible with the statutory audit of the consolidated accounts and our audit firm remained independent of the Group during the term of our mandate.
• The fees for the additional engagements which are compatible with the statutory audit referred to in article 3:65 of the Companies' and Associations' Code were correctly stated and disclosed in the notes to the consolidated financial statements.

European Single Electronic Format (ESEF)

In accordance with the draft standard on the audit of compliance of the Financial Statements with the European Single Electronic Format (hereafter "ESEF"), we have audited as well whether the ESEF-format is in accordance with the regulatory technical standards as laid down in the EU Delegated Regulation nr. 2019/815 of 17 December 2018 (hereafter "Delegated Regulation").

The Board of Directors is responsible for the preparation, in accordance with the ESEF requirements, of the consolidated financial statements in the form of an electronic file in ESEF format (hereafter "digital consolidated financial statements") included in the annual financial report.

It is our responsibility to obtain sufficient and appropriate information to conclude whether the format and the tagging of the digital consolidated financial statements comply, in all material respects, with the ESEF requirements under the Delegated Regulation.

In our opinion, based on our work performed, the format of and the tagging of information in the official Dutch/French version of the digital consolidated financial statements as per 6 March 2024, included in the annual financial report of Immobel NV, are, in all material respects, prepared in compliance with the ESEF requirements under the Delegated Regulation.

Statutory auditor's report to the general meeting of Immobel NV on the consolidated financial statements as of and for the year ended December 31, 2023

Other aspect

This report is consistent with our additional report to the audit committee on the basis of Article 11 of Regulation (EU) No 537/2014.

Zaventem, March 18, 2024

KPMG Bedrijfsrevisoren - Réviseurs d'Entreprises Statutory Auditor represented by

Filip De Bock Bedrijfsrevisor / Réviseur d'Entreprises

II. Statutory condensed financial statements

The financial statements of the parent company, Immobel SA, are presented below in a condensed form.

In accordance with Belgian company law, the Directors' Report and Financial Statements of the parent company, Immobel SA, together with the Statutory Auditor's Report, have been filed at the National Bank of Belgium.

They are available on request from:

Immobel SA Boulevard Anspach 1 BE-1000 Brussels Belgium www.immobelgroup.com

The statutory auditor issued an unqualified report on the financial statements of Immobel SA.

A. Statement of financial position (in thousand EUR)

ASSETS	31-12-23	31-12-22
FIXED ASSETS	913,461	824,784
Start-Up costs	110	136
Intangible fixed assets	1,656	1,152
Tangible fixed assets	3,019	3,736
Financial fixed assets	908,676	819,760
CURRENT ASSETS	120,299	256,995
Amounts receivable after one year
Stocks and contracts in progress	38,878	42,285
Amounts receivable within one year	19,178	35,690
Treasury shares	1,137	1,137
Cash equivalents	58,780	175,411
Deferred charges and accrued income	2,302	2,472
TOTAL ASSETS	1,033,736	1,081,779
LIABILITIES	31-12-23	31-12-22
SHAREHOLDERS' EQUITY	419,995	331,941
Capital	97,357	97,357
Reserves	107,076	107,076
Accumulated profits	215,562	127,508
PROVISIONS AND DEFERRED TAXES	262	514
Provisions for liabilities and charges	262	514
DEBTS	613,503	749,324
Amounts payable after one year	560,572	479,427
Amounts payable within one year	43,372	261,034
Accrued charges and deferred income	9,534	8,863
TOTAL LIABILITIES	1,033,736	1,081,779

B. Statement of comprehensive income (in thousand EUR)

	31-12-23	31-12-22
Operating income	25,157	28,495
Operating charges	-77,147	-33,183
OPERATING RESULT	-51,990	-4,688
Financial income	167,747	118,251
Financial charges	-26,921	-67,555
FINANCIAL RESULT	140,826	50,696
PROFIT OF THE FINANCIAL YEAR BEFORE TAXES	88,836	46,008
Taxes	-781	-664
PROFIT OF THE FINANCIAL YEAR	88,055	45,344
PROFIT OF THE FINANCIAL YEAR TO BE APPROPRIATED	88,055	45,344

C. Appropriation account (in thousand EUR)

	31-12-23	31-12-22
PROFIT TO BE APPROPRIATED	215,562	157,922
Profit for the financial year available for appropriation	88,055	45,344
Profit carried forward	127,507	112,577
APPROPRIATION TO EQUITY
To other reserves
RESULT TO BE CARRIED FORWARD	203,596	127,508
Profit to be carried forward	203,596	127,508
PROFIT AVAILABLE FOR DISTRIBUTION	11,966	30,414
Dividends	11,966	30,414
Other beneficiaries

D. Summary of accounting policies

Property, plant and equipment are recorded as assets net of accumulated depreciation, at either their cost price or contribution value (value at which they were brought into the business), including ancillary costs and non-deductible VAT. Depreciation is calculated by the straight-line method. The main depreciation rates are the following:

•	Buildings	3 %
•	Buildings improvements	5 %
•	Office furniture and equipment	10 %
•	Computer equipment	33 %
•	Vehicles	20 %

Financial Fixed Assets are entered either at their purchase price, after taking into account any amounts still not paid up and any write-offs made. They are written down if they suffer a capital loss or a justifiable long-term loss in value.

Amounts Receivable within one year and those receivable after one year are recorded at their nominal value. Writedowns are applied in case of permanent impairment or if the repayment value at the closing date is less than the book value.

Stocks are recorded at their purchase price or contribution value, including, in addition to the purchase price, the ancillary costs, duties and taxes relating to them. The infrastructure costs are recorded at their cost price. Realisation of stocks is recorded at the weighted average price. Work in progress is valued at cost price. Profits are, in principle, recorded on the basis of the percentage of completion of the work. Write-downs are applied as appropriate, according to the selling price or the market value.

The sales and the purchases of properties are recorded at the signature of the notarial act in so far as the eventual conditions precedents are lifted and a clause of deferred property transfer is foreseen in the compromise under private signature

Short term investments are recorded as assets at their purchase price (ancillary costs excluded) or contribution value. Their values are adjusted, provided that the depreciation is lasting.

Cash at bank and in hand are recorded at their nominal value. Values are adjusted if the estimated value at the end of the financial year is lower than the book value.

At the close of each financial year, the Board of Directors, acting with prudence, sincerity and in good faith, examines the provisions to be set aside to cover the major repairs or major maintenance and the risks arising from completion of orders placed or received, advances made, technical guarantees after sale or delivery and current litigations.

Amounts Payable are recorded at their nominal value.

NON-FINANCIAL INFORMATION

Alternative performance measures

Debt ratio	Net debt / (net debt+equity-goodwill)
EBITDA	Earnings Before Interest, Depreciation and Amortization refers to the operating result (including share of result of associates and joint ventures, net of tax) before amortization, depreciation, and impairment of assets (as included in Administration Costs).
Gross margin	(operating income-cost of sales)/operating income
Inventory	Inventory refers to Investment property, investments in joint ventures and associates, advances to joint ventures and associates, Inventories and Contract assets.
Net debt	Net debt refers to the outstanding non-current and current financial debt offset by the cash and cash equivalents.
	Long-term & short-term financial debt + controlling interest – cash & cash equivalents
Operating cash flow excluding investments	Cash margin + project management fees – overhead costs
Portfolio Gross development value (Portfolio GDV)	Sales value or gross development value: total expected future turnover (Group share) of all projects in the current portfolio (including projects subject to conditions precedent for which the management judges there is a high likelyhood of closing).
Project Gross development value (Project GDV)	Sales value or gross development value: total expected turnover (Group share) of a project
ROE (return on equity)	ROE refers to the net profit group share divided by the equity group share at the beginning of the year.

External view: Official IFRS reported figures of the company Internal view: External view figures before the application of IFRS 11

GENERAL INFORMATION

COMPANY NAME Immobel

REGISTERED OFFICE

Boulevard Anspach 1 - 1000 Brussels - Belgium RPM / RPR (Legal Entitites Register) VAT BE 0405.966.675

FORM OF THE COMPANY

Belgian registered joint stock company, constituted on 9 July 1863, authorised by the Royal Decree of 23 July 1863.

TERM Indefinite

DISCLOSURE OF SHAREHOLDINGS

(Article 10 of the Articles of Association – excerpt)

In addition to the transparency declaration thresholds provided for in the Belgian legislation, the disclosure obligation provided for in this legislation is also applicable as soon as the number of voting rights held by a person acting alone or by persons acting in concert reaches, exceeds or falls below a threshold of 3% of the total existing voting rights.

Any obligation imposed by the current legislation on holders of 5% (or any multiple of 5%) of the total existing voting securities is also applicable to the additional 3% thresholds.

WEBSITE

www.immobelgroup.com

FINANCIAL SERVICES BNP Paribas Fortis KBC Bank ING Belgique

Banque Degroof Petercam

INVESTOR RELATIONS Karel Breda +32 (0)2 422 53 11

CHIEF EDITOR Stephanie De Wilde +32 (0)2 422 53 11 .

FINANCIAL CALENDAR Publication of 2023 annual accounts: 11 March 2024 2024 Annual General Meeting: 18 April 2024

The Dutch and French versions of this report are published in ESEF and PDF formats. The English version of the report (free translation) is available in PDF format.