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Lotus Bakeries NV

Registration Form Apr 10, 2019

3972_rns_2019-04-10_97cbcca5-64e9-4d28-b3a5-de46567b7005.pdf

Registration Form

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40 1 EUR
NAT. Filing date Nr. P. U. D.

ANNUAL ACCOUNTS AND OTHER DOCUMENTS TO BE FILED UNDER BELGIAN COMPANY LAW

IDENTIFICATION DETAILS

Public limited company
Legal form:
Gentstaat
Address: Nr.: Box:
1
9971
Lembeke
Postal code:
Municipality:
Belgium
Country:
Register of legal persons – commercial court Gent, Division Gent
Website address1
:
BE 0401.030.860
03
10
2018
DATE
/
/
Company identification number
of filing the memorandum of association OR of the most recent document mentioning
the date of publication of the memorandum of association and of the act amending the articles of association.
ANNUAL ACCOUNTS IN EUROS (2 decimals)
ANNUAL ACCOUNTS
approved by the general meeting of 10
05
2019
/
/
Regarding the financial year from 01
01
2018
/
/
to
31
12
2018
/
/

Total number of pages filed: ................................... Numbers of sections of the standard form not filed because they serve no useful purpose: ...................................................................................................................................................................................................... 35 6.1, 6.2.1, 6.2.2, 6.2.4, 6.2.5, 6.3.1, 6.3.2, 6.3.3, 6.3.4, 6.3.5, 6.3.6, 6.4.2, 6.4.3, 6.6, 6.8, 6.14, 6.17, 6.18.2, 6.20, 7, 8, 9, 10

Signature (name and position)

Signature (name and position)

1 Optional information.

2 Strike out what is not applicable.

LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS AND DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS

COMPLETE LIST with surname, first names, profession, place of residence (address, number, postal code and municipality) and position within the company

Vasticom BVBA Nr.: BE 0551.837.750 Bogaertstraat 11, 9830 Sint-Martens-Latem, Belgium

Represented by:

Jan Vander Stichele Bogaertstraat 11, 9830 Sint-Martens-Latem, Belgium

Mercuur Consult BVBA Nr.: BE 0478.305.614 Burggraaf h. de Spoelberghdreef 15 b, 9831 Deurle, Belgium

Represented by:

Jan Boone Muizenberg 3, 9250 Waasmunster, Belgium

Concellent NV Nr.: BE 0874.495.976 Jan van Boendalelaan 7, 3080 Tervuren, Belgium

Represented by:

Sofie Boone Jan van Boendalelaan 7, 3080 Tervuren, Belgium

PMF NV Nr.: BE 0480.657.962 Nieuwstraat 25, 1745 Opwijk, Belgium

Represented by:

Johan Boone Nieuwstraat 25, 1745 Opwijk, Belgium

Anton Stevens Notaxlaan 30, 9070 Destelbergen, Belgium

Peter Bossaert Troyentenhoflaan 28, 2600 Berchem (Antwerp), Belgium

Leroy Dominique Gaaistraat 27 box A, 1170 Watermael-Boitsfort, Belgium

Benoit Graulich BVBA Nr.: BE 0472.527.877 Bergstraat 16, 1850 Grimbergen, Belgium

Represented by:

Benoit Graulich Bergstraat 16, 1850 Grimbergen, Belgium Chairman of the board of directors 12/05/2017 - 18/05/2021

Managing director 12/05/2017 - 18/05/2021

Director 13/05/2016 - 08/05/2020

Director 12/05/2017 - 18/05/2021

Director 12/05/2017 - 18/05/2021

Director 12/05/2017 - 18/05/2021

Director 12/05/2017 - 15/05/2018

Director 12/05/2017 - 18/05/2021

LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS (CONTINUED)

COMPLETE LIST with surname, first names, profession, place of residence (address, number, postal code and municipality) and position within the company

Sabine Sagaert BVBA Nr.: BE 0817.731.873 Oranjerielaan 23, 9030 Mariakerke (Gent), Belgium

Represented by:

Sabine Sagaert Oranjerielaan 23, 9030 Mariakerke (Gent), Belgium

Beneconsult BVBA Nr.: BE 0645.880.141 Vlaanderenstraat 2, 8800 Roeselaere, Belgium

Represented by:

Benedikte Boone Vlaanderenstraat 2, 8800 Roeselaere, Belgium

LEMA NV Nr.: BE 0463.212.513 Nelemeersstraat 57, 9830 Sint-Martens-Latem, Belgium

Represented by:

Michel Moortgat Nelemeersstraat 57, 9830 Sint-Martens-Latem, Belgium

PwC Bedrijfsrevisoren BCVBA Nr.: BE 0429.501.944 Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium Membership nr.: B00009

Represented by:

Peter Opsomer (Registered auditor) Blue Tower 1 - Sluisweg 1/8, 9000 Gent, Belgium Membership nr.: A01838

Director 08/05/2015 - 10/05/2019

Director 13/05/2016 - 08/05/2020

Director 15/05/2018 - 13/05/2022

Auditor 13/05/2016 - 10/05/2019

DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

The managing board declares that no audit or correction assignment has been given to a person who was not authorised to do so by law, pursuant to art. 34 and 37 of the law of 22th April 1999 concerning accounting and tax professions.

The annual accounts were / were not audited or corrected by an external accountant or by a company auditor who is not the statutory auditor. XXX

If affirmative, mention hereafter: surname, first names, profession and address of each external accountant or company auditor and his membership number with his Institute as well as the nature of his assignment:

  • A. Bookkeeping of the enterprise ∗∗,
  • B. Preparing the annual accounts ∗∗,
  • C. Auditing the annual accounts and/or
  • D. Correcting the annual accounts.

If the tasks mentioned under A. or B. are executed by certified accountants or certified bookkeepers - tax specialists, you can mention hereafter: surname, first names, profession and address of each certified accountant or certified bookkeeper - tax specialist and his/her affiliation number with the Institute of Accounting Professional and Tax Experts and the nature of his/her assignment.

Surname, first names, profession and address Affiliation number Nature of the
assignment
(A, B, C and/or D)

Strike out what is not applicable.

∗∗ Optional information.

Nr.

ANNUAL ACCOUNTS

BALANCE SHEET AFTER APPROPRIATION

Discl. Codes Period Preceding period
ASSETS
Formation expenses 6.1 20 . .
FIXED ASSETS 21/28 400.761.081,06 373.592.221,87
Intangible fixed assets 6.2 21 5.987.140.00 7.483.925,00
Tangible fixed assets 6.3 22/27 .
Land and buildings 22 .
Plant, machinery and equipment 23 .
Furniture and vehicles 24 . .
Leasing and similar rights 25 . .
Other tangible fixed assets 26 . .
Assets under construction and advance payments 27
Financial fixed assets 28 394.773.941,06 366.108.296,87
Affiliated enterprises 6.15 280/1 394.773.941,06 366.108.296,87
Participating interests 280 394.773.941,06 366.108.296,87
Amounts receivable 281 .
Enterprises linked by participating interests 282/3
Participating interests 282 .
Amounts receivable 283
Other financial assets 284/8 . .
Shares 284 . .
Amounts receivable and cash guarantees 285/8 .

$F3.1$

Discl. Codes Period Preceding period
CURRENT ASSETS 29/58 25.713.024,43 42.625.310,85
Amounts receivable after more than one year 29 . .
Trade debtors 290 . .
Other amounts receivable 291 . .
Stocks and contracts in progress 3 . .
Stocks 30/36 . .
Raw materials and consumables 30/31 . .
Work in progress 32 . .
Finished goods 33 . .
Goods purchased for resale 34 . .
Immovable property intended for sale 35 . .
Advance payments 36 . .
Contracts in progress 37 . .
Amounts receivable within one year 40/41 13.102.665,82 28.622.079.82
Trade debtors 40 12.473.043,00 11.669.481,00
Other amounts receivable 41 629.622.82 16.952.598,82
Current investments 50/53 11.405.525,30 13.918.857,10
Own shares 50 11,405,525,30 13.918.857,10
Other investments 51/53 . .
Cash at bank and in hand 54/58 1.184.320,47 63.979.34
6.6
Deferred charges and accrued income
490/1 20.512,84 20.394,59
TOTAL ASSETS 20/58 426.474.105,49 416.217.532,72

Nr.

BE 0401.030.860

$F3.1$

Nr.
BE 0401.030.860
F 3.2
Discl. Codes Period Preceding period
EQUITY AND LIABILITIES
EQUITY 10/15 55.885.812,56 68.026.309,39
Capital 10 3.589.951,65 3.584.231,65
Issued capital
Uncalled capital
100
101
3.589.951,65
3.584.231,65
.
Share premium account 11 12.729.205,08 12.415.099,08
Revaluation surpluses 12 .
Reserves 13 39.566.655,83 52.026.978.66
Legal reserve 130 358.995,17 358.423,17
Reserves not available 131 11.477.052,32 13.990.384,12
In respect of own shares held 1310 11.405.525,30 13.918.857,10
Other 1311 71.527,02 71.527,02
Untaxed reserves 132 545.328,51 545.328,51
Available reserves 133 27.185.279,83 37.132.842,86
Accumulated profits (losses) 14 . .
Investment grants 15 . .
Advance to associates on the sharing out of the assets 19 . .
PROVISIONS AND DEFERRED TAXES 16 . .
Provisions for liabilities and charges 160/5 .
Pensions and similar obligations 160 . .
Taxation 161 . .
Major repairs and maintenance 162 . .
Environmental obligations 163 . .
Other liabilities and charges 6.8 164/5 .
Deferred taxes 168 . .
Nr. BE 0401.030.860 F 3.2
Discl. Codes Period Preceding period
AMOUNTS PAYABLE 17/49 370.588.292,93 348.191.223,33
Amounts payable after more than one year 6.9 17 107.573.010,24 107.436.223,24
Financial debts 170/4 98.140.495,00 98.140.495,00
Subordinated loans 170
Unsubordinated debentures 171
Leasing and other similar obligations 172
Credit institutions 173
Other loans 174 98.140.495,00 98.140.495,00
Trade debts 175
Suppliers 1750
Bills of exchange payable 1751
Advances received on contracts in progress 176
Other amounts payable 178/9 9.432.515,24 9.295.728,24
Amounts payable within one year 6.9 42/48 263.008.722,84 240.750.076,80
Current portion of amounts payable after more than one year
falling due within one year 42
Financial debts 43 233.100.539,77 217.755.978,60
Credit institutions 430/8
Other loans 439 233.100.539,77 217.755.978,60
Trade debts 44 5.589.620,66 5.784.533,77
Suppliers 440/4 5.589.620,66 5.784.533,77
Bills of exchange payable 441
Advances received on contracts in progress 46
Taxes, remuneration and social security 6.9 45 384.120,00 1.053.465,00
Taxes 450/3 384.120,00 1.053.465,00
Remuneration and social security 454/9
Other amounts payable 47/48 23.934.442,41 16.156.099,43
Accruals and deferred income 6.9 492/3 6.559,85 4.923,29
TOTAL LIABILITIES 10/49 426.474.105,49 416.217.532,72

INCOME STATEMENT

Discl. Codes Period Preceding period
Operating income
Turnover
6.10 70/76A
70
12.469.424,36
11.669.481,00
Stocks of finished goods and work and contracts in progress:
increase (decrease) (+)/(-)
Own work capitalised
71
72


Other operating income
Non-recurring operating income
6.10
6.12
74
76A
12.469.424,36
11.669.481,00
Operating charges
Raw materials, consumables
Purchases
60/66A
60
600/8
6.398.601,81

5.147.627,17

Stocks: decrease (increase)
(+)/(-)
Services and other goods
609
61

3.605.691,87

3.129.508,15
Remuneration, social security costs and pensions (+)/(-)
Depreciation of and other amounts written off formation
expenses, intangible and tangible fixed assets
6.10 62
630

1.496.785,00

1.496.785,00
Amounts written off stocks, contracts in progress and trade
debtors: Appropriations (write-backs) (+)/(-)
Provisions for liabilities and charges: Appropriations (uses
6.10 631/4
(+)/(-)
and write-backs)
6.10 635/8
Other operating charges 6.10 640/8 257.222,41 41.334,02
Operating charges carried to assets as restructuring costs(-)
Non-recurring operating charges
6.12 649
66A

1.038.902,53

480.000,00
Operating profit (loss) (+)/(-) 9901 6.070.822,55 6.521.853,83
Nr. BE 0401.030.860 F 4
Discl. Codes Period Preceding period
Financial income 75/76B 9.607.513,45 7.104.319,55
Recurring financial income 75 9.607.513,45 7.104.319,55
Income from financial fixed assets 750 7.961.634,59 6.288.559,29
Income from current assets 751
Other financial income 6.11 752/9 1.645.878,86 815.760,26
Non-recurring financial income 6.12 76B
Financial charges 65/66B 3.500.555,12 3.492.044,92
Recurring financial charges 6.11 65 3.500.555,12 3.492.044,92
Debt charges 650 3.345.071,05 3.195.743,61
Amounts written off current assets except stocks, contracts
in progress and trade debtors: appropriations (write-backs)
(+)/(-) 651
Other financial charges 652/9 155.484,07 296.301,31
Non-recurring financial charges 6.12 66B
Gain (loss) for the period before taxes (+)/(-) 9903 12.177.780,88 10.134.128,46
Transfer from deferred taxes 780
Transfer to deferred taxes 680
Income taxes (+)/(-) 6.13 67/77 723.726,71 1.088.022,55
Taxes 670/3 723.726,71 1.088.022,55
Adjustment of income taxes and write-back of tax provisions 77
(+)/(-)
Gain (loss) of the period
9904 11.454.054,17 9.046.105,91
Transfer from untaxed reserves 789
Transfer to untaxed reserves 689
Gain (loss) of the period available for appropriation (+)/(-) 9905 11.454.054,17 9.046.105,91

APPROPRIATION ACCOUNT

Codes Period Preceding period
Profit (loss) to be appropriated
Gain (loss) of the period available for appropriation (+)/(-)
9906
(9905)
11.454.054,17
11.454.054,17
9.046.105,91
9.046.105,91
Profit (loss) brought forward 14P
Withdrawals from capital and reserves 791/2 12.460.894,83 7.092.032,39
from capital and share premium account 791
from reserves 792 12.460.894.83 7.092.032,39
Transfer to capital and reserves 691/2 572,00 844.80
to capital and share premium account 691 . .
to legal reserve 6920 572.00 844.80
to other reserves 6921 .
Accumulated profits (losses) (14)
Owners' contribution in respect of losses 794 .
Profit to be distributed 694/7 23.914.377.00 16.137.293.50
Dividends 694 23.664.377,00 15.887.293,50
Directors' or managers' entitlements 695 250.000,00 250.000,00
Employees 696
Other beneficiaries 697
Nr. BE 0401.030.860 F 6.2.3
Codes Period Preceding period
RIGHTS CONCESSIONS, PATENTS, LICENCES, KNOW-HOW, BRANDS AND SIMILAR
Acquisition value at the end of the period 8052P xxxxxxxxxxxxxxx 14.967.850,00
Movements during the period
Acquisitions, including produced fixed assets 8022
Sales and disposals 8032
Transfers from one heading to another (+)/(-) 8042
Acquisition value at the end of the period 8052 14.967.850,00
Depreciations and amounts written down at the end of the period 8122P xxxxxxxxxxxxxxx 7.483.925,00
Movements during the period
Recorded 8072 1.496.785,00
Written back 8082
Acquisitions from third parties 8092
Cancelled owing to sales and disposals 8102
Transferred from one heading to another (+)/(-) 8112
Depreciations and amounts written down at the end of the period 8122 8.980.710,00
NET BOOK VALUE AT THE END OF THE PERIOD 211 5.987.140,00

STATEMENT OF FINANCIAL FIXED ASSETS

Codes Period Preceding period
AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period 8391P xxxxxxxxxxxxxxx 366.108.296,87
Movements during the period
Acquisitions 8361 28.665.644,19
Sales and disposals 8371
(+)/(-)
Transfers from one heading to another
8381
Acquisition value at the end of the period 8391 394.773.941,06
Revaluation surpluses at the end of the period 8451P xxxxxxxxxxxxxxx
Movements during the period
Recorded 8411
Acquisitions from third parties 8421
Cancelled 8431
Transferred from one heading to another
(+)/(-)
8441
Revaluation surpluses at the end of the period 8451
Amounts written down at the end of the period 8521P xxxxxxxxxxxxxxx
Movements during the period
Recorded 8471
Written back 8481
Acquisitions from third parties 8491
Cancelled owing to sales and disposals 8501
Transferred from one heading to another
(+)/(-)
8511
Amounts written down at the end of the period 8521
Uncalled amounts at the end of the period 8551P xxxxxxxxxxxxxxx
(+)/(-)
Movements during the period
8541
Uncalled amounts at the end of the period 8551
NET BOOK VALUE AT THE END OF THE PERIOD (280) 394.773.941,06
AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD 281P xxxxxxxxxxxxxxx
Movements during the period
Additions 8581
Repayments 8591
Amounts written down 8601
Amounts written back 8611
(+)/(-)
Exchange differences
8621
(+)/(-)
Other movements
8631
NET BOOK VALUE AT THE END OF THE PERIOD (281)
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF
THE PERIOD 8651

PARTICIPATING INTERESTS INFORMATION

PARTICIPATING INTERESTS AND SHARES IN OTHER ENTERPRISES

List of the enterprises in which the enterprise holds a participating interest, (recorded in heading 280 and 282 of assets) and the other enterprises in which the enterprise holds rights (recorded in headings 284 and 51/53 of assets) for an amount of at least 10 % of the capital issued.

Rights held Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED
OFFICE and for an enterprise governed
by Belgian law, the
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
Lotus Bakeries België
BE 0421.694.038
Public limited company
Gentstraat 52
9971 Lembeke
Belgium
Ordinary
shares
151.260 99,99 0,0 31/12/2017 EUR 47.792.740,00 3.610.631,00
Cremers-Ribert
BE 0427.808.008
Public limited company
Gentstraat 52
9971 Lembeke
Belgium
Ordinary
shares
3.009.503 99,99 0,01 31/12/2017 EUR 25.574.114,00 4.917.142,00
Interwaffles
BE 0439.312.406
Public limited company
Rue de Liège 39
6180 Courcelles
Belgium
Ordinary
shares
6.782 99,85 0,15 31/12/2017 EUR 12.806.999,00 358.626,00
Lotus Bakeries Corporate
BE 0881.664.870
Public limited company
Gentstraat 1
9971 Lembeke
Belgium
Ordinary
shares
108.566 99,99 0,01 31/12/2017 EUR 139.836.330,00 3.831.994,00
Lotus Bakeries France SAS
Foreign company
Place du Château BP91
59560 Comines
France
Ordinary
shares
43.434 100,0 0,0 31/12/2017 EUR 9.499.825,00 -408.797,00
Nr. BE 0401.030.860 F 6.5.1
----- ----------------- -- ---------

PARTICIPATING INTERESTS AND SHARES IN OTHER ENTERPRISES (CONTINUED)

Rights held Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED
OFFICE and for an enterprise governed
by Belgian law, the
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
Lotus Bakeries Nederland BV
Foreign company
Oosterdijk 3E
1601 DA Enkhuizen
Netherlands
Ordinary
shares
2.000 100,0 0,0 31/12/2017 EUR 16.570.196,00 -932.745,00
Lotus Bakeries GmbH
Foreign company
Rather Strasse 110 box A
44076 Düsseldorf
Germany
31/12/2017 EUR 2.321.501,00 20.569,00
Ordinary
shares
10.000 100,0 0,0
Lotus Bakeries Réassurances SA
Foreign company
Rue de Merl 74
L-2146 Luxembourg
Luxembourg
Ordinary
shares
4.995 99,9 0,1 31/12/2017 EUR 1.293.502,00 0,00
Lotus Bakeries CZ sro
Foreign company
Slezkà 844 box 96
130 00 Praag 3
Czech Republic
Ordinary
shares
100 100,0 0,0 31/12/2017 CZK 16.586.375,00 11.686.563,00
Lotus Bakeries UK ltd
Foreign company
3000 Manchester Business Park,
Aviator Way
M22 5TG Manchester
United Kingdom
Ordinary
shares
5.999 99,99 0,01 31/12/2017 GBP 77.496.866,00 1.324.105,00
Lotus Bakeries Ibérica S.L.
Foreign company
C/ Severo Ochoa, 3, 2a Planta
Oficina 8A
ES-28232 Las Rozas (Mardrid)
Spain
Ordinary
shares
475 95,0 0,0 31/12/2017 EUR 334.663,00 19.752,00
Annas - Lotus Bakeries Holding AB
Foreign company
Radiovägen 23
135 48 Tyresö
Sweden
31/12/2017 SEK -32.248.697,00 -6.633.328,00
Nr. BE 0401.030.860 F 6.5.1
----- ----------------- -- ---------

PARTICIPATING INTERESTS AND SHARES IN OTHER ENTERPRISES (CONTINUED)

Rights held Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED
OFFICE and for an enterprise governed
by Belgian law, the
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
Lotus Bakeries Asia Pasific Limited
Foreign company
Ordinary
shares
1.001 100,0 0,0
Yun Ping Road - Caroline Centre
Room 2302 - 23rd floor - Lee
Gardens 28
Hong Kong Ordinary
shares
250.000 100,0 0,0 31/12/2017 EUR 16.096.673,00 1.298.582,00
Lotus Bakeries Schweiz AG
Foreign company
Nordstrasse 3
6300 Zug
Switzerland Ordinary
shares
200 100,0 0,0 31/12/2017 CHF 10.151.286,00 6.583.516,00
Lotus Bakeries North America
Foreign company
Sansome Street Suite 220
CA 94111-1323 San Francisco
United States
31/12/2017 USD 4.800.770,00 4.782.743,00
Lotus Bakeries North America
Calgary
Foreign company
Ordinary
shares
1.000 100,0 0,0
L.M. Gordon LAW Office, 20th
street 2213
T0L 1R0 Alberta
Canada
31/12/2017 CAD 1.374.754,00 1.310.030,00
Lotus Bakeries Chile spa Ordinary
shares
200 100,0 0,0
Foreign company
Nueva Tajamar 555 OF 401
7550000 Las Condes
Chile
31/12/2017 CLP 15.449.736,00 0,00
Ordinary
shares
100 100,0 0,0
Biscuiterie Willems
BE 0401.006.413
Private company with limited
liability
Nieuwendorpe 33 box C
9900 Eeklo
Belgium
31/12/2017 EUR 30.667.086,00 5.869.810,00
Ordinary
shares
2.999 99,99 0,0
Nr. BE 0401.030.860 F 6.5.1
----- ----------------- -- ---------

PARTICIPATING INTERESTS AND SHARES IN OTHER ENTERPRISES (CONTINUED)

Rights held Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED
OFFICE and for an enterprise governed
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Number % % per code (+) or (-)
(in units)
by Belgian law, the
B.W.I.
BE 0898.518.522
Private company with limited
liability
Ambachtenstraat 5
9900 Eeklo
Belgium
Lotus Bakeries Austria GmbH
Foreign company
Fleischmarkt 1/6/12
1010 Vienna
Austria
Nature
Ordinary
shares
Ordinary
shares
599
1
99,99
100,0
0,0
0,0
accounts as
31/12/2017
31/12/2017
ncy
EUR
EUR
5.052.389,00
-17.114,00
1.579.992,00
-52.114,00
Nr.
BE 0401.030.860
F 6.5.2
------------------------ ---------

LIST OF ENTERPRISES FOR WHICH THE ENTERPRISE HAS UNLIMITED LIABILITY AS ASSOCIATE OR MEMBER

The annual accounts of each enterprise for which the enterprise has unlimited liability is added to the present statement and published jointly, unless reason for not complying with this requirement is mentioned in the second column using the appropriate code (as defined below: A, B, C or D).

The annual accounts of the indicated company:

  • A. will be published by filing with the National Bank of Belgium by this enterprise;
  • B. will actually be published by this enterprise in another member state of the EC pursuant to art. 3 of the directive 2009/101/EC;
  • C. will be fully or proportionally consolidated in the consolidated annual statements of the enterprise which is prepared, audited and published pursuant to the Code of companies on the consolidated annual accounts of enterprises;
  • D. relates to a partnership under civil law, a consortium or a silent partnership.
NAME, full address of the REGISTERED OFFICE, LEGAL FORM
and for an enterprise governed by Belgian law, THE COMPANY IDENTIFICATION NUMBER
Possible code
Lotus Bakeries France SAS
Foreign company
Place du Château BP91, 59560 Comines, France
C
Lotus Bakeries Nederland BV
Foreign company
Oosterdijk 3 box E, 1601 DA Enkhuizen, Netherlands
C
Lotus Bakeries GmBH
Foreign company
Rather Strasse 110 box A, 44076 Düsseldorf, Germany
C
Lotus Bakeries CZ sro
Foreign company
Slezkà 844 box 96, 130 00 Praag 3, Czech Republic
C
Annas - Lotus Bakeries Holding AB
Foreign company
Radiovägen 23, 135 48 Tyresö, Sweden
C
Lotus Bakeries Asia Pacific Limited
Foreign company
Yun Ping Road - Caroline Centre Room 2302 - 23rd floor 28, , Hong Kong
C
Lotus Bakeries Schweiz
Foreign company
Nordstrasse 3, 6300 Zug, Switzerland
C
Lotus Bakeries North America
Foreign company
Sansome Street 220, CA 94111-1323 San Francisco, United States
C
Lotus Bakeries North America Calgary
Foreign company
L.M. Gordon LAW office, 20th Street 2213, T0L 1R0 Alberta, Canada
C
Lotus Bakeries Chile spa
Foreign company
Nueva Tajamar 555 OF 401, 7550000 Las Condes, Chile
C
Lotus Bakeries Austria GmBH
Foreign company
Fleischmarkt 1/6/12, 1010 Vienna, Austria
C
Nr. BE 0401.030.860

Owing to the exercise of subscription rights

STATEMENT OF CAPITAL AND SHAREHOLDING STRUCTURE

Codes Period Preceding period
STATEMENT OF CAPITAL
Social capital
Issued capital at the end of the period
100P XXXXXXXXXXXXXX 3.584.231,65
Issued capital at the end of the period (100) 3.589.951,65
Codes Value Number of shares
Changes during the period
Capital increase 5.720,00 1.300
.
.
.
. . .
Structure of the capital
Different categories of shares
Ordinary shares 3.589.951,65 815.733
.
.
Registered shares 8702
XXXXXXXXXXXXX
.
468.994
Shares dematerialized 8703 XXXXXXXXXXXXX 346.739
Codes Uncalled amount Capital called but not
paid
Capital not paid
Uncalled capital
Called up capital, unpaid
(101)
8712

XXXXXXXXXXXXX
XXXXXXXXXXXXX
.
Shareholders having yet to pay up in full
.
Codes Period
Own shares
Held by the company itself
Amount of capital held 8721 42.856,00
Corresponding number of shares 8722 9.740
Held by the subsidiaries
Amount of capital held 8731 .
Corresponding number of shares 8732 .
Commitments to issue shares
Owing to the exercise of conversion rights
Amount of outstanding convertible loans 8740
Amount of capital to be subscribed 8741 .
Corresponding maximum number of shares to be issued 8742 .

Number of outstanding subscription rights ....................................

Amount of capital to be subscribed ....................................

Corresponding maximum number of shares to be issued ....................................

Authorized capital not issued ....................................

8745

8746

8747

8751

280

280

1.232,00

943.386,55

Nr.
F 6.7.1
BE 0401.030.860
-----------------------------------
Codes Period
Shares issued, non representing capital
Distribution
Number of shares 8761
Number of voting rights attached thereto 8762
Allocation by shareholder
Number of shares held by the company itself 8771
Number of shares held by its subsidiaries 8781

The shareholding structure of Lotus Bakeries NV on 31 December 2018:

Total 815,733 100.00%
Publicly held (³) 350,576 42.98%
Lotus Bakeries NV(2
)
9,740 1.19%
Stichting Administratiekantoor van Aandelen
1
Lotus Bakeries (
)
455,417 55.83%
No. of voting rights % of voting rights
  • (1) Stichting Administratiekantoor van Aandelen Lotus Bakeries is not controlled. The interest of Stichting Administratiekantoor van Aandelen Lotus Bakeries in Lotus Bakeries NV appears in the transparency notification that Lotus Bakeries NV received on 5 April 2013* and in the notifications to Lotus Bakeries NV of the certification of Lotus Bakeries shares in July 2014 and in April 2018.
  • (2) The voting rights attached to the shares held by Lotus Bakeries NV have been suspended. The dividends have not been suspended and will be distributed to Lotus Bakeries NV.
  • (3) Under publicly held shares, 27,000 shares (3.31%) are held by Holding Biloba BVBA and 20,298 shares (2.49%) by Christavest Comm.VA (controlled by Holding Biloba BVBA). The interest of Christavest Comm.VA in Lotus Bakeries NV appears in the transparency notification that Lotus Bakeries NV received on 3 July 2014 (Pursuant to article 6 of the Law of 2 May 2007 on disclosure of major holdings).
  • (*) Pursuant to article 6 of the Law of 2 May 2007 on disclosure of major holdings.

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

Codes Period
BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL PERIOD TO MATURITY OF MORE THAN ONE
YEAR, ACCORDING TO THEIR RESIDUAL TERM
Current portion of amounts payable after more than one year falling due within one year
Financial debts
8801
8811
Subordinated loans ……………………………………………………………………………………………… .
Unsubordinated debentures 8821 .
Leasing and other similar obligations 8831 .
Credit institutions 8841 .
Other loans 8851 .
Trade debts ……………………………………………………………………………………………… 8861 .
Suppliers 8871 .
Bills of exchange payable 8881 .
Advance payments received on contract in progress 8891 .
Other amounts payable 8901 .
Total current portion of amounts payable after more than one year falling due within one year (42)
Amounts payable with a remaining term of more than one but not more than five years
Financial debts 8802 98.140.495,00
Subordinated loans 8812
8822
Unsubordinated debentures .
Leasing and other similar obligations 8832 .
Credit institutions ……………………………………………………………………………………………… 8842
Other loans 8852 98.140.495,00
Trade debts ……………………………………………………………………………………………… 8862 .
Suppliers 8872 .
Bills of exchange payable 8882
Advance payments received on contracts in progress 8892
Other amounts payable 8902 9.432.515,24
Total amounts payable with a remaining term of more than one but not more than five years 8912 107.573.010,24
Amounts payable with a remaining term of more than five years
Financial debts ……………………………………………………………………………………………… 8803 .
Subordinated loans 8813 .
Unsubordinated debentures 8823 .
Leasing and other similar obligations 8833
Credit institutions ……………………………………………………………………………………………… 8843
Other loans 8853
Trade debts 8863 .
Suppliers 8873 .
Bills of exchange payable 8883 .
Advance payments received on contracts in progress 8893
Other amounts payable 8903
8913
Total amounts payable with a remaining term of more than five years .

$F6.9$

Nr.
BE 0401.030.860
F 6.9
Codes Period
GUARANTEED AMOUNTS PAYABLE (included in headings 17 and 42/48 of the liabilities)
Amounts payable guaranteed by Belgian public authorities
Financial debts 8921
Subordinated loans 8931
Unsubordinated debentures 8941
Leasing and similar obligations 8951
Credit institutions ……………………………………………………………………………………………… 8961
Other loans 8971
Trade debts 8981
Suppliers ……………………………………………………………………………………………… 8991
Bills of exchange payable 9001 .
Advance payments received on contracts in progress 9011
Remuneration and social security 9021
Other amounts payable 9051
Total amounts payable guaranteed by Belgian public authorities 9061
Amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its
own assets
Financial debts 8922
Subordinated loans 8932
Unsubordinated debentures 8942
Leasing and similar obligations 8952
Credit institutions 8962
Other loans 8972
Trade debts 8982
Suppliers 8992
Bills of exchange payable 9002
Advance payments received on contracts in progress 9012
Taxes, remuneration and social security 9022
Taxes ……………………………………………………………………………………………… 9032
Remuneration and social security 9042
Other amounts payable 9052 .
Total amounts payable guaranteed by real securities or irrevocably promised by the enterprise
on its own assets 9062 .
Codes Period
TAXES, REMUNERATION AND SOCIAL SECURITY
Taxes (heading 450/3 of the liabilities)
Outstanding tax debts 9072
Accruing taxes payable 9073 271.165.00
Estimated taxes payable 450 112.955.00
Remuneration and social security (heading 454/9 of the liabilities)
Amounts due to the National Social Security Office 9076
Other amounts payable in respect of remuneration and social security 9077
Nr. BE 0401.030.860 ECO .
০.১
Period

Allocation of heading 492/3 of liabilities if the amount is significant

ACCRUALS AND DEFERRED INCOME

.
,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,

.

OPERATING RESULTS

Codes Period Preceding period
OPERATING INCOME
Net turnover
Allocation by categories of activity
. . .
. .
. .
.
Allocation into geographical markets
. .
. .
.
Other operating income
Operating subsidies and compensatory amounts received from public
authorities
740 . .
OPERATING CHARGES
Employees for whom the enterprise submitted a DIMONA declaration or
who are recorded in the general personnel register
Total number at the closing date 9086 . .
Average number of employees calculated in full-time equivalents 9087 .
Number of actual worked hours 9088
Personnel costs
Remuneration and direct social benefits 620 . .
Employers' contribution for social security 621 . .
Employers' premiums for extra statutory insurance 622 . .
Other personnel costs 623 .
Retirement and survivors' pensions 624 .
Nr.
BE 0401.030.860
F 6.10
Codes Period Preceding period
Provisions for pensions and other similar rights
Appropriations (uses and write-backs) 635
Amounts written off
Stocks and contracts in progress
Recorded 9110 .
Written back 9111 .
Trade debts
Recorded 9112 . .
Written back 9113 . .
Provisions for liabilities and charges
Additions 9115 . .
Uses and write-backs 9116 . .
Other operating charges
Taxes related to operation 640 257.222,41 41.334,02
Other costs 641/8 .
Hired temporary staff and personnel placed at the enterprise's disposal
Total number at the closing date 9096 . .
Average number calculated in full-time equivalents 9097 . .
Number of actual worked hours 9098 . .
Costs to the enterprise 617 .

FINANCIAL RESULTS

Codes Period Preceding period
RECURRING FINANCIAL INCOME
Other financial income
Subsidies granted by public authorities and recorded as income for the
period
Capital subsidies 9125
Interest subsidies 9126
Allocation of other financial income
Advantageous exchange differences 1.542.651,97 814.991,94
Positive foreign currency translation adjustment 102.666,41 768,32
Financial rebate 0,00 0,00
Payment differences 560,48 0,00
Hedging 0,00 0,00
RECURRING FINANCIAL CHARGES
Depreciation of loan issue expenses 6501
Capitalized Interests 6503
Amounts written off current assets
Recorded 6510
Written back 6511
Other financial charges
Amount of the discount borne by the enterprise, as a result of negotiating
amounts receivable
653
Provisions of a financial nature
Appropriations 6560
Uses and write-backs 6561
Allocation of other financial charges
(+)/(-)
Realized exchange losses
63.142,39 31,50
Payment differences disavantage (+)/(-) 0,00 0,00
Bank and collection costs
(+)/(-)
58.168,19 56.460,61
(+)/(-)
Hedging costs
0,00 0,00
(+)/(-)
Unrealised exchange losses from translation of foreign currencies
34.173,49 151.501,20
(+)/(-)
Capital loss on disposal of treasury shares
0,00 88.308,00

INCOME AND CHARGE OF EXCEPTIONAL SIZE OR INCIDENCE

Codes Period Preceding period
NON RECURRING INCOME 76
Non-recurring operating income (76A)
Write-back of depreciation and of amounts written off intangible and tangible
fixed assets
760
Write-back of provisions for extraordinary operating liabilities and charges 7620
Capital gains on disposal of intangible and tangible fixed asset 7630
Other non-recurring operating income 764/8
Non-recurring financial income (76B)
Write-back of amounts written down financial fixed assets 761
Write-back of provisions for extraordinary financial liabilities and charges 7621
Capital gains on disposal of financial fixed assets 7631
Other non-recurring financial income 769
NON-RECURRING EXPENSES 66 1.038.902,53 480.000,00
Non-recurring operating charges (66A) 1.038.902,53 480.000,00
Non-recurring depreciation of and amounts written off formation expenses,
intangible and tangible fixed assets
660
Provisions for extraordinary operating liabilities and charges: Appropriations
(uses) (+)/(-)
6620
Capital losses on disposal of intangible and tangible fixed assets 6630
Other non-recurring operating charges 664/7 1.038.902,53 480.000,00
Non-recurring operating charges carried to assets as restructuring costs .(-) 6690
Non-recurring financial charges (66B)
Amounts written off financial fixed assets 661
Provisions for extraordinary financial liabilities and charges - Appropriations
(uses) (+)/(-)
6621
Capital losses on disposal of financial fixed assets 6631
Other non-recurring financial charges 668
Non-recurring financial charges carried to assets as restructuring costs (-) 6691

INCOME TAXES AND OTHER TAXES

Codes Period
INCOME TAXES
Income taxes on the result of the period 9134 723.726,71
Income taxes paid and withholding taxes due or paid 9135 610.771,71
Excess of income tax prepayments and withholding taxes paid recorded under assets 9136 .
Estimated additional taxes 9137 112.955.00
Income taxes on the result of prior periods 9138 .
Additional income taxes due or paid 9139
Additional income taxes estimated or provided for 9140
In so far as taxes of the period are materially affected by differences between the profit before
taxes as stated in annual accounts and the estimated taxable profit
Untaxed surplus value -1.542.651,97
Disallowed expenses 6.249.14
Dividend received deduction (DRD) -7.961.634,59
Impact of non recurring results on the amount of the income taxes relating to the current period
Codes Period
Status of deferred taxes
Deferred taxes representing assets
9141 .
Accumulated tax losses deductible from future taxable profits
Other deferred taxes representing assets
9142
.
.
.
Deferred taxes representing liabilities
9144
Allocation of deferred taxes representing liabilities
.
Codes Period Preceding period
VALUE ADDED TAXES AND OTHER TAXES BORNE BY THIRD PARTIES
Value added taxes charged
To the enterprise (deductible) 9145 744.022.91 544.322,39
By the enterprise 9146 265.440.28 10.484.99
Amounts withheld on behalf of third party
For payroll withholding taxes 9147
For withholding taxes on investment income 9148 3.000.371,40 2.393.233.64

$F$ 6.13

'n

RELATIONSHIPS WITH AFFILIATED ENTERPRISES, ASSOCIATED ENTERPRISES AND OTHERS ENTERPRISES
LINKED BY PARTICIPATING INTERESTS

Codes Period Preceding period
AFFILIATED ENTERPRISES
Financial fixed assets (280/1) 394.773.941,06 366.108.296,87
Participating interests (280) 394.773.941,06 366.108.296,87
Subordinated amounts receivable 9271
Other amounts receivable 9281
Amounts receivable 9291 13.102.665,82 28.614.579,82
Over one year 9301 . .
Within one year 9311 13.102.665,82 28.614.579,82
Current investments 9321
Shares 9331 . .
Amounts receivable 9341 . .
Amounts payable 9351 345.315.456,75 329.713.849,68
Over one year 9361 107.573.010,24 107.436.223,24
Within one year 9371 237.742.446,51 222.277.626,44
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or
commitments of affiliated enterprises 9381
Provided or irrevocably promised by affiliated enterprises as security for
debts or commitments of the enterprise
9391 . .
Other significant financial commitments 9401 .
Financial results
Income from financial fixed assets 9421 7.961.634,59 6.288.559,29
Income from current assets 9431 . .
Other financial income 9441 . .
Debt charges 9461 3.339.513,89 3.195.512,88
Other financial charges 9471 . .
Disposal of fixed assets
Capital gains obtained 9481 . .
Capital losses suffered 9491
Codes Period Preceding period
ASSOCIATED ENTERPRISES
Financial fixed assets 9253
Participating interests 9263 .
Subordinated amounts receivable 9273 . .
Other amounts receivable 9283 . .
Amounts receivable 9293 .
Over one year 9303 .
Within one year 9313 . .
Amounts payable 9353
Over one year 9363 .
Within one year 9373 .
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or
commitments of associated enterprises
Provided or irrevocably promised by associated enterprises as security for
debts or commitments of the enterprise
9383
9393

Other significant financial commitments 9403
OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assets 9252
Participating interests 9262 . .
Subordinated amounts receivable 9272 . .
Other amounts receivable 9282 . .
Amounts receivable 9292 . .
Over one year 9302 . .
Within one year 9312 . .
Amounts payable 9352 .
Over one year 9362 .
Within one year 9372 . .

Nr.

BE 0401.030.860

TRANSACTIONS WITH ENTERPRISES LINKED BY PARTICIPATING INTERESTS OUT OF MARKET CONDITIONS
Mention of these transactions if they are significant, including the amount of the transactions, the
nature of the link, and all information about the transactions which should be necessary to get a better
understanding of the situation of the company
All of any significant transactions with related parties are carried out under conditions that are not materially
different from normal market conditions.
Nr. BE 0401.030.860 F 6.16
-- ----- ----------------- -- --------

FINANCIAL RELATIONSHIPS WITH

DIRECTORS, MANAGERS, INDIVIDUALS OR BODIES CORPORATE WHO CONTROL THE ENTERPRISE WITHOUT BEING ASSOCIATED THEREWITH OR OTHER ENTERPRISES CONTROLLED BY THESE PERSONS

Codes Period
Amounts receivable from these persons 9500
Conditions on amounts receivable, rate, duration, possibly reimbursed amounts, canceled
amounts or renounced amounts

Guarantees provided in their favour 9501
Other significant commitments undertaken in their favour 9502
Amount of direct and indirect remunerations and pensions, included in the income statement,
as long as this disclosure does not concern exclusively or mainly, the situation of a single
identifiable person
To directors and managers 9503
To former directors and former managers 9504

AUDITORS OR PEOPLE THEY ARE LINKED TO

Codes Period
Auditor's fees 9505 80.106,00
Fees for exceptional services or special missions executed in the company by the auditor
Other attestation missions 95061 2.312,00
Tax consultancy 95062
Other missions external to the audit 95063 23.835,00
Fees for exceptional services or special missions executed in the company by people they are
linked to
Other attestation missions 95081
Tax consultancy 95082 12.216,00
Other missions external to the audit 95083 105.000,00

Mentions related to article 133, paragraph 6 from the Companies Code

Nr. BE 0401.030.860 F 6.18.1

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION TO DISCLOSE BY EACH ENTERPRISE THAT IS SUBJECT TO COMPANY LAW ON THE CONSOLIDATED ACCOUNTS OF ENTERPRISES

The enterprise has prepared and published consolidated accounts and a consolidated report

VALUATION RULES

ACCOUNTING PRINCIPLES

  1. Assets

1.1 Formation expenses

Formation expenses are recorded at cost and depreciated at 100%.

1.2 Intangible fixed assets

Intangible fixed assets are recorded at purchase or transfer price. The amortization percentages applied are:

  • brand 10%
  • software 33%

1.3 Financial fixed assets

Financial fixed assets are valued at acquisition price or contribution value without supplementary costs.

Reductions in value are applied where the esti¬mated value of the financial fixed assets is less than the accounting value and where the loss of value so determined is of a lasting nature in the opinion of the Board of Directors.

The estimated value of the financial fixed assets is determined at the end of the accounting period based on the most recent available balance sheet and on one or more criteria.

Reductions in value are reversed, up to the amount of the previously recorded reductions in value, where the valuation at the clos¬ing date of the accounting period con¬cerned significantly exceeds the previ¬ous valuation.

1.4 Receivables

The necessary reductions in value are applied to receivables, the collection of which is in doubt.

Receivables are recorded at their nominal value, less any credit notes remaining to be drawn up.

Receivables in foreign currencies are converted at the exchange rate applying on the balance sheet date.

Negative exchange rate differences in non-euro currencies are included in the income statement as in the past.

1.5 Investments and cash at bank and in hand

Treasury shares are valued at purchase price.

Cash at bank and in hand in foreign currency is converted at the exchange rate applying on the balance sheet date.

Both the negative and the positive conversion differences are included in the profit and loss account.

2. Liabilities

2.1 Provisions for liabilities and charges

Nr. BE 0401.030.860 F 6.19
----- ----------------- -- --------

Provisions have been made for all nor¬mally foreseeable liabilities and charges.

2.2 Amounts payable within one year

Suppliers

Debts to suppliers are booked at their nominal value. Debts in foreign currencies are valued at the rate of exchange on the balance date. Exchange rate differences are processed in the same way as for foreign currency receivables.

  1. Additional information

The company is part of a VAT unit which was formed within the Group and to which the following companies belong:

  • Lotus Bakeries NV
  • Lotus Bakeries België NV
  • Cremers-Ribert NV
  • Interwaffles SA
  • Lotus Bakeries Corporate NV
  • B.W.I. BVBA
  • Biscuiterie Willems BVBA

Consequently, the company is jointly and severally liable for the tax debts of all the above companies.

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