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Compagnie d'Entreprises CFE SA

Annual Report Mar 28, 2025

3929_rns_2025-03-28_215f06df-373f-45e2-af57-d505e9695aa7.pdf

Annual Report

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Rethinking how we live, work, move, produce, and power our world.

ANNUAL REPORT 2024

Annual report 2024

Pursuant to the Belgian Royal Decree of 14 November 2007 concerning the obligations of issuers of financial instruments listed for trading on a regulated market (RD of 14 November 2007), Compagnie d'Entreprises CFE is required to make its annual financial report available to its shareholders. This report includes:

  • the combined statutory and consolidated annual report of the Board of Directors (prepared in accordance with Articles 3:6 (et seq.) and 3:32 (et seq.) of the French Companies and Associations Code (the "CSA")) (now also including the sustainability statement);
  • the declaration of the persons responsible within CFE;
  • the report signed by the statutory auditor.

This report contains an abridged version of the statutory annual accounts (prepared in accordance with Article 3:17 of the CSA) and a full version of the consolidated annual accounts.

Pursuant to Article 12, §2, 3° of the RD of 14 November 2007, Trorema SRL, represented by Raymund Trost, CEO and Chairman of the Executive Committee, and MSQ SRL, represented by Fabien De Jonge, CFO, certify that, to their knowledge:

a) the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, financial position and results of CFE and of the companies included in its scope of consolidation,

b) the directors' report contains a true and fair presentation of the business, results and position of CFE and of the companies included in its scope of consolidation, along with a description of the main risks and uncertainties to which they are exposed;

The official ESEF version of the Annual Report, written in English, is available on the CFE website. In addition, the annual report, the full versions of the statutory and consolidated financial statements, and the statutory auditor's report on those financial statements are available on the website (www.cfe.be) or can be obtained free of charge and on request at this address:

avenue Edmond Van Nieuwenhuyse 30 - 1160 Brussels (Belgium) - Tel. +32 2 661 18 15 - [email protected].

Contents

Message from the Chairman and CEO 5
Our ambitions and achievements
Financial key figures
Real Estate Development
Multitechnics
Construction & Renovation
Investments
People
Sustainability
IT, digital & innovation
Legal
9
10
11
13
17
19
21
22
25
26
Governance
Report of the Board of Directors
I.
Statutory financial statements
II.
Consolidated financial statements
III.
Corporate governance statement
IV. Remuneration report
27
29
32
49
62
Sustainability statements
General information
Environmental information
Social information
Governance information
Annexes
70
74
90
108
117
119
Financial statements
I.
Consolidated financial statements
II.
Notes to the consolidated financial statements
III.
Parent company financial statements
General information
126
129
135
216
219

Shareholder information

Financial calendar

  • 30 april 2025: ordinary shareholders meeting
  • 20 May 2025: trading update of 31 March 2025
  • 28 August 2025: half-year results 2025
  • 19 November 2025: trading update of 30 September 2025

Proposed dividend

It will be proposed to the Ordinary General Meeting of 30 april 2025 to approve the profit appropriation with regard to the financial year 2024, or a gross amount of € 0.40 per CFE share, corresponding to € 0.28 net per share (after deduction of 30% withholding tax).

This dividend shall be payable from 21 May 2025, either by bank transfer to the holders of registered shares, or by crediting the bank account of the owners of shares in electronic form. The financial service is provided by Banque Degroof Petercam (System Paying Agent).

Investor relations

Additional information is available on our website (www.cfe.be), such as:

  • The annual and half-yearly reports, as well as the quarterly trading updates
  • other press releases
  • presentations for analysts and investors
  • On-line subscription to receive investor information (notices of publications, press releases, etc.)

Profile of the CFE Group

CFE is a multi-disciplinary group developing total solutions to complex societal challenges in the fast-growing markets of sustainable buildings, smart industries and infrastructure for tomorrow's energy and mobility. To achieve this, the Group combines the strengths of its four segments: Real Estate Development, Multitechnics (including building management, industrial automation and energy and mobility infrastructures), Construction & Renovation and Sustainable Investments.

CFE aims to play a leading role in these key markets by challenging the status quo and changing anything that needs to be changed for future generations. The Group has therefore placed innovation, sustainability and safety at the heart of its business. CFE's ambition is to bring people, skills, materials and technology together in a community of "changing for good". This focus has enabled the Group to assume a pioneering role in the use of sustainable building materials, large-scale renovation, advanced energy management and other high value areas for society. CFE has been recognised as a top ESG company by Sustainalytics.

CFE's strategy is expressed under the acronym "SPARC", which serves as a compass for the Group's entities. It guides the Shift towards innovation and sustainability, the desire to Perform and achieve operational excellence, to Accelarate its growth through an integrated approach, to create value and a Return for all stakeholders, as well as a genuine Community as agents of change both inside and outside the organisation.

Message from the Chairman and CEO

Here our Chief Executive Officer Raymund Trost and Chairman Luc Bertrand outline their thoughts on CFE Group's 2024 performance and their expectations for the coming years.

"We will continue to put the safety of our people first, it is never a done deal."

Continued progress in improving safety

Raymund: Just like we did last year, I want to start with safety. Over the past years, we have been actively working on a true safety culture where things are openly discussed and then improved. And our efforts are paying off.

The frequency rate and severity rate of accidents have dropped by 43% and 27%, respectively, since 2021. Also our leading indicators of proactive safety visits by management teams are evolving in the right direction.

We will continue to put the safety of our people first, it is never a done deal. We've called our ambition 'Go for Zero' and zero is the only acceptable number of accidents.

"These numbers are signs of a healthy balance sheet and attributable to CFE'S diversified revenue streams and thorough risk management."

Solid financial performance in a challenging market

Raymund: I am very proud of our teams for delivering a solid performance in 2024 to which most of our businesses contributed strongly. In fact, our four business segments were profitable in 2024, despite the challenging market conditions.

Luc: CFE increased its net result by 5% and achieved a return on shareholder's equity of 10%, combined with an all-time record operational cashflow leading to a substantially lower debt level. These numbers are a reflection of healthy balance sheet management and attributable to CFE'S diversified revenue streams and thorough risk management.

Raymund: The real estate market proved difficult in 2024 , with less investments in residential and office buildings. However, the lower results in our Real Estate segment were matched by a significant improvement in our Construction & Renovation and Multitechnics segments. We focused our efforts on operational excellence and I am very happy to see this pay off.

2024 was also marked by the completion of a few large operationally very challenging projects such as ZIN in No(o)rd and LuWa. Although very proud of the end results, we will do everything we can to never have underperforming projects of this size again. To that end, I am satisfied to see that our rigorous selective bidding process is proving efficient with no problem cases of this size entering our business since the launch of the process some years back.

"The real value we are gradually unlocking lies in the combined expertise of our businesses for total solutions."

Combined expertise for total solutions in core markets

Raymund: Our multidisciplinary business model clearly makes us very resilient. However, its real value which we are gradually unlocking lies in the combined expertise of our businesses when developing integrated solutions for our clients. We have a unique set of capabilities that combined are worth much more than the sum of the parts.

Luc: CFE is strategically positioned in three fast-growing markets: sustainable buildings, smart industry, and infrastructure for tomorrow's energy and mobility. These markets are key in the net-zero transition and we see them attracting massive investments over the coming years.

Luc Bertrand, Chairman of the Board of Directors

Raymund Trost, CEO of the CFE Group

But, equally important, they often pose very complex challenges which require multiple domains of expertise to work together seamlessly. This is where CFE can leverage its integrated solutions.

Raymund: We already have a track record of combining our real estate, construction & renovation, and multitechnics activities for residential and office buildings. But we aim to increasingly do so for hospitals, schools, industrial clients such as data centers and pharmaceutical facilities, and even infrastructure projects.

"We see major untapped potential in the revalorization of energy-deficient office buildings."

Sustainable buildings

Raymund: The residential market was challenging in 2024 with high interest rates and inflation. But thanks to our solid track record and ESG profile in Belgium, Poland and Luxembourg we were able to maintain good sales rates in all markets. We made fewer acquisitions in 2024 but, with the market stabilizing, we will refill the pipeline again with a special focus on developments that have lower risk in permit procedures.

In the office and mixed-use market we are developing and building multiple flagship projects such as Brouck'R, EQ and Realex in Brussels, the new

SD Worx headquarters in Antwerp, and the new PwC and Red Cross headquarters in Luxembourg. And there is of course Kronos, the largest development the CFE Group has ever taken on, in a prime location, which will be a true sustainable office of the future.

These projects are often executed by multiple of our businesses working together and showcasing our expertise in bio-based construction, large-scale renovation, and energy-optimizing technology. Worth mentioning is our VMA Maintenance team which closes the loop by providing clients with a quality maintenance service for their buildings and technical installations, and is proving to be a profitable source of recurring revenue for CFE Group.

We see major untapped potential in the revalorization of energy-deficient office buildings. In light of the EU Taxonomy investor clients are looking for a partner who can help them in dealing with the complexity of these projects. To that end we have set up a storefront offering called Pulse which provides them with an A to Z service backed by the other CFE businesses, ranging from consultancy over energy-efficiency interventions to full-on renovations. And the team has already lined up a promising set of first projects under study for clients such as Ethias, Axa and Generali.

"Key to the success of our industrial projects are the long-term relationships we build with our clients."

Smart industry

Also for our industrial clients, CFE's capability to deal with highly complex projects is proving a competitive advantage. Currently under construction are projects such as the new LCL Data Center in Brussels and a new radiopharmaceutical production facility for Full-Life Technologies in Gembloux, both being built by CFE construction companies and fitted by VMA for building technology. For the new Daikin heat pump testing center in Ghent, VMA installed the building technology but also used its VMANAGER platform to control the test chambers for the heat pumps.

CFE businesses are also asked by industrial clients for their specific expertise, such as MBG's continued work on the ethane cracker for Ineos Project One which is a true showcase of technical ability. VMA is steadily growing the number of partnerships with clients for industrial automation projects in the plastic recycling, food & beverage, fine chemicals, and automotive markets.

Key to the success of our industrial projects are the long-term relationships we build with our clients. These partnerships allow us to know their business inside-out and develop tailor-made solutions of very high quality.

"We believe the partnership between VMA and MOBIX for energy infrastructure projects has a lot of potential."

Infrastructure for tomorrow's energy & mobility

Raymund: There is a fast-growing demand for green energy infrastructure services in light of the net-zero transition, ranging from production and storage to grid capacity. With CFE we want to further seize this market.

Luc: CFE already has investments in Green Offshore and BSTOR, which build wind and battery farms respectively, both in partnership with Ackermans & van Haaren. Green Offshore participes in in the tendering for new developments in the Princess Elisabeth area off the Belgian coast, and BSTOR will be building two additional battery parks. Interestingly, VMA and MOBIX are subcontractors for the installation of the Tesla batteries on the latter - a partnership for joint energy infrastructure projects we believe has more potential.

Raymund: Two years ago, MOBIX started its diversification from rail infrastructure to also include energy infrastructure, a move that is showing the first results. They obtained new contracts for cable work on the Ores and Resa energy grids in Wallonia and concluded a partnership with EDI to install charging infrastructure for TUC Rail.

Of course, energy and mobility infrastructure are closely linked in the net-zero transition. MOBIX continues its work in the rail business, obtaining new orders for the renewal of rail and metro infrastructure in and around Brussels. Van Laere continues its successful work on the Oosterweelverbinding in Antwerp and has obtained two additional orders worth almost € 400 million to be spread over the next ten years. Their contribution to the new Lock Terneuzen in North Sea Port also didn't go unnoticed, a technical feat comparable to the locks in the Panama Canal.

"Our vision remains to create a real sustainable community of partners who are also committed to making a Change for Good."

Building a community of Change for Good

Luc: In 2030, CFE will be 150 years young! It was a pioneer then, as it is today.

Raymund: Our vision remains to create a real sustainable community of partners who are also committed to making a Change for Good. And we are very grateful to those who have been with us for a long time. Not in the least to our HERO's, the women and men of CFE's businesses, who continue to demonstrate incredible know-how, creativity and commitment in finding innovative and sustainable solutions to complex challenges for a better society. We are fully aware that our success depends on the talent we continue to attract and develop.

Our Top Employer certification is again a nice recognition of our solid HR practices, but even more valuable is the recognition by our own people as being a great place to work in the annual 'How are you?' engagement survey.

Luc: Central to our engagement score is CFE's clear commitment to sustainable business. We are on track for our direct CO2 emissions reduction plan with already a 25% reduction since 2020. As part of our CSRD reporting, which we are presenting for the first time this year, we also calculated our indirect CO2 emissions and have set an ambitious target of -20% by 2030.

Raymund: But the biggest impact we can have lies in helping our clients in their transition. To that end we have launched the CFE Sustainability Knowledge Center which provides them with our expert knowledge, sustainable alternatives and tools.

Luc: And CFE's community of change for good doesn't limit itself to the own organization and business partners. In 2024 we launched the Heroes for Good Foundation which supports non-profit organizations focusing on social justice, health and education. This has proven to also be a great source of engagement by our people who were able to submit their associations of choice to be supported.

"We have entered 2025 with confidence and have all the cards in hand to win in the future."

Looking ahead

Luc: We have entered 2025 with confidence thanks to an increased order book and a very healthy balance sheet. CFE's combination of businesses is unique in the market and I am convinced that its real value is yet to be discovered.

Raymund: We are finally leaving behind some large and operationally challenging projects which have negatively impacted results over the past few years. We expect revenue to contract slightly but our net result to be similar to 2024. With our multidisciplinary business model and a continued focus on rigorous risk management we have all the cards in hand to win in the future.

Financial key figures

Fabien De Jonge : Considering the challenging market conditions, we focused our efforts on operational excellence. We entered 2025 with confidence thanks to a very healthy balance sheet. Our focus will remain on rigorous risk management and exemplary project execution.

Revenue amounted to € 1,182.2 million, down by 5.3% compared with the previous year while net income came to € 24.0 million, up by 5.2%. The residential and office markets remain unsettled. However, the first signs of recovery are noticeable. The significant increase in contributions from the Construction & Renovation and Multitechnics segments were offset by lower results from the Real Estate Development and Investment & Holding segments.

The Group's net financial debt was significantly reduced in 2024: € 41.7 million compared to € 93.3 million on 31 December 2023. This excellent performance was driven by a historically high operating cash flow of € 85.3 million.

Our order book was boosted by several major commercial successes, including additional orders for the Oosterweelverbinding project of which the execution will be spread over several years. The order book reached € 1.65 billion, which is up by 29.8% compared with 31 December 2023.

The medium- and long-term outlook for CFE is positive, thanks to its positioning in the growth markets of renovation and energy performance improvement of existing buildings, the development of infrastructure linked to the energy transition and sustainable mobility as well as industrial automation (no mentioning of BPI related markets).

Priority will be given to selectively taking on new orders and improving operating performance.

CFE expects a moderate contraction in turnover in 2025 and net income close to that of 2024.

"We clearly owe our resilience in this challenging market to the diversified revenue streams in our multidisciplinary business model."

Fabien De Jonge, Chief Financial Officer

In million euros 2020 2021 2022 2023 2024
Revenue 1,026.1 1,125.3 1,167.2 1.248.5 1,182.2
EBITDA 45.2 68.5 63.1 49.5 49.9
EBIT 38.1 58.0 51.0 33.0 32.0
Net result - share of the
group
17.7 39.5 38.4 22.8 24.0
Equity - share of the group 95.3 133.8 224.7 236.8 247.8
Net financial debt 112.4 113.0 48.9 93.3 41.7

1,182.2m REVENUE

24.0m NET RESULT

ORDER BOOK

Real Estate Development

Jacques Lefèvre : BPI Real Estate managed to stay the course in a difficult market, relying on its leading position in high-quality and sustainable developments.

In Belgium, BPI Real Estate delivered three residential projects in 2024: Tervuren Square in Sint-Pieters-Woluwe, Arboreto in Tervuren, and the Parc building on the Erasmus Gardens site in Anderlecht. Completion of the John Martin's project in Antwerp, which has already been sold to an investor, is scheduled for 2025. In addition, the second phase of the residential sustainable project Godskespark in Hasselt, comprising 160 building plots for single-family homes, was launched and is already proving a commercial success. Sales of all these projects were satisfactory. The project Brouck'R, in the center of Brussels, was successfully started, and a sale agreement was concluded with La Loterie Nationale to house its future 6,800 sqm headquarters there. The projects EQ and Uni'Vert will be launched in 2025.

Permits were obtained for Clarisse in Arlon and Move'Hub which is located near the South Station and will include the development of 38,000 sqm for offices and 13,600 sqm of residential space. The sale in future state of completion was completed for the

10,000 sqm building for Haute École de la Province on the Bavière site in Liège to the Province.

In Poland, the residential projects Bernardovo in Gdynia, Panoramiqa in Poznan, and Czysta in Wroclaw were delivered, totaling 567 residential units. Currently, 75% have been sold. Projects under construction are Chmielna Duo in Warsaw and the first three phases of Cavallia in Poznan, all set for delivery in 2025. The Obrzezna project in Poznan was sold to a developer-investor. The construction of PianoForte in Warsaw is set to start in 2025. A plot of land was acquired for the development of 618 apartments opposite the Panoramiqa project in Poznan. With construction planned to start in 2026.

In December 2024, one year after securing a significant property in Gdańsk located at the border of the historic center, we decided to divest 50% of the shares of the SPV holding the rights to this plot to a dynamic entrant in the Polish real estate market, backed by Belgian capital. This move signifies the beginning of a promising long-term partnership that aligns with our growth and diversification strategies.

Arnaud Regout : In Luxembourg, residential projects Rockwood and Domaine des Vignes phase 3 were

"We have built a strong reputation in the market as a sustainable developer of quality housing and office spaces. I am incredibly proud of the hard work by our team to bring us to this point and look forward to what 2025 will bring."

Jacques Lefèvre, CEO BPI Real Estate

delivered. Projects Mimosa and Domaine des Vignes phase 4 are ongoing and have been 50% and 60% sold, respectively. The architectural competition for the Kronos project was concluded and preliminary works are set to start by the end of 2025.

Jacques Lefèvre : The real estate market remains challenging in 2025. Construction costs have stabilized however, and interest rates have started to decrease . Inflation should also stabilize, allowing the real estate sector to re-enter a positive cycle in the mid-term.

We will continue to work closely together with our Construction & Renovation colleagues in the CFE Group, as well as with external partners. Collaborating with partners with whom we have built up longstanding, trusting relationships is important for achieving top level quality standards and sustainability in the longer term.

Our ambitious sustainability goals, ESG profile and renowned focus on first-rate housing is giving us a solid position in the market and the ability to attract future investors.

CFE Group's highly experienced real estate experts can support clients through our new offering called Pulse which looks to revalorize energy-deficient offices, with multiple projects in the pipeline. By combining our Group's expertise to tackle these complex challenges in one place, we can provide

an integrated solution for investors and real estate managers. We want to 'unburden' them by making revalorization as easy as possible, while guiding them through the process.

In 2025, we will start filling our project pipeline again, after a year with very few new acquisitions because of the challenging market.

Arnaud Regout : Kronos remains an important flagship project where we aim to set a new level of sustainable development. The demolishing permit requests have been obtained early 2025 and dismantling works are set to start in the fourth quarter of 2025.

"In a challenging economic context, we have managed to deliver solid results. Our focus moving forward will be to maintain this resilience and seize new opportunities. With the know-how of our team and the support of a strong CFE Group, I am confident in the future."

Arnaud Regout, Chief Investment Officer

Multitechnics | VMA

Peter Matton : The Group further strengthened its VMA Services offering which provides full building lifecycle maintenance and has become an important contributor to the company's growth. VMA's Building Technologies unit finalized works on ZIN in No(o)rd for Befimmo, the Grand Hôpital in Charleroi, and HOWEST Campus in Bruges together with MBG. Works continued on the Marnix headquarters for ING in Brussels and the parking on the site of Blue Gate Antwerp. Works started on Full-Life Technologies in Gembloux, being carried out with BPC Group, LCL Datacenter together with MBG, Aerospace Lab in Charleroi, Green Energy Park in Zellik, the new Leonidas factory in Nivelles, and Brouck'R in Brussels with BPI Real Estate.

VMA's Industrial Automation realized a solid result in 2024 from projects for its long-time clients in the automotive sector, despite the current disruption in the market. In Process & Manufacturing Technologies (PMT), VMA continued works on the Daikin Center in Ghent and successfully delivered projects for Astra Sweets and Indaver.

"VMA is at the cutting-edge of the energy transition. We have strong, innovative solutions and impressive expertise to make a real difference in the years to come."

Peter Matton, CEO VMA

Peter Matton : The building market remains challenging, with high construction costs and interest rates, and slower delivery times for materials. But having said that, there is still a lot of growth potential for VMA in the building technologies market which we aim to capture.

Although we already have a solid position, we certainly aim to expand. We see a great deal of potential and strong demand for energy-efficient buildings that comply with legislation, especially for office buildings, public buildings, and large-scale renovations. This is a market where we can bring a lot of added value with our ESCO (Energy Service Contracts) offering, smart energy management, preventive & predictive maintenance. Given our decades of experience, we want to capitalize on the energy market.

This is also the expertise we bring to Pulse which looks at revalorizing real estate with an integrated offering, combining all the knowledge of the CFE Group.

New to our offering will be VMA Express which provides fast maintenance services to existing and new customers, thereby also opening the door for upselling the complete VMA portfolio.

The automotive sector will remain volatile. We aim to keep a healthy baseline of projects and revenues here.

In PMT we are still a challenger in a market with vast potential. We will focus on three segments where we have the most expertise: food & beverage, fine chemicals and plastic recycling. We already have solid references in these domains.

Multitechnics | MOBIX

David Vanhelmont : 2024 was a year of transition for MOBIX with further diversification beyond rail infrastructure works as we expanded our activities into the energy market.

The year was marked by the completion of the LuWa project and a slight decline in the Rail activities, due to low activity at Infrabel. The Business Unit Energy started the renewal of the signaling infrastructure in the Brussels metro tunnels in cooperation with HITACHI.

In addition, new contracts were won for cable works for ORES and RESA. Together with EDI, the first contract for charging infrastructure for TUC Rail was obtained, as well as a contract for the installation of battery capacity, together with VMA, for Tesla. Due to the decline in business at Infrabel, the Track activities focused on the private market in industrial environments, with customers such as Arcelor Mittal and Ineos.

MOBIX also continued to leverage its expertise in the renewal, electrification and provision of charging infrastructure for taxiways at Brussels Airport.

David Vanhelmont : In 2025, MOBIX will continue its baseline activities for rail infrastructure but also pursue its active diversification into the energy market which will continue to grow considerably over the coming years. Energy infrastructure, including battery and charging installations for different transport types, are particularly promising given the skillset of the company.

Thanks to our ongoing, high-profile projects our brand awareness is gaining traction in the market. We are well positioned because of our in-house expertise and highly skilled people which give us a clear competitive advantage. We are a real partner to our clients in finding solutions and thinking with them. This is demonstrated by the fact that we are increasingly contacted by clients specialized in design and engineering where MOBIX can add its expertise in execution and installation.

"The strength of MOBIX is the expertise we have built up as a team over the past years which we can now easily deploy in adjacent markets such as infrastructure for the energy transition. I am proud to see that clients trust us, and we can be part of such an important development."

David Vanhelmont, CEO MOBIX

We bring together people, skills, materials and technology in a community of change for good.

Construction & Renovation

Bruno Lambrecht : The economic situation in Europe is very challenging, especially for the Construction and Renovation market, with high interest rates and costly materials. Key in navigating this market is to stay close to our long-time customers and continue to be a reliable, professional and strong financial partner, develop in the markets where we have already a lot of expertise, and to continue to find synergies between our companies to develop total solutions for our clients. We will also remain focused on retaining our key talents, on risk management and selective bidding.

MBG had a record year in 2024 with outstanding financial results, continuing their strong track record. Key ingredients are a LEAN organisation with highly efficient people with a strong focus on operational excellence and customer satisfaction. MBG is sharing its knowhow within the Group, finding synergies with other Construction & Renovation business units. MBG leveraged its expertise in industrial projects with the ongoing works on the ethane cracker for INEOS Project One in Antwerp. Additionally, its healthcare and residential knowhow were capitalized on with the extension of the UZ Ghent hospital, Park Lane in Brussels for Nextensa, and the finalization of O'Sea in Ostend for Immobel. Construction of the renewed HOWEST Campus in Bruges was finalized and works

started on the LCL datacenter, a project in collaboration with VMA.

In 2024, the management team of Van Laere was reorganized, strengthening the representation of poject directors in the directors committee. This structural change has reinforced decision-making with a stronger operational focus. As a result, Van Laere has significantly improved its performance, driven by a commitment to operational excellence and risk management. In Belgium, Van Laere finalized, together with BPC Group and VMA, the 110,000 sqm ZIN in No(o)rd for Befimmo, thereby concluding the largest renovation of its kind in Belgium. Through the consortium Sassevaart, Van Laere also delivered the New Lock Terneuzen for North Sea Port, which is on the scale of the locks used in the Panama Canal and one of the biggest in the world. Together with the continued ROCO works on the Oosterweel project, this further solidifies Van Laere's civil works expertise. Works continued in Antwerp on the Blue Gate parking and on the BAN-Nieuw Zuid residential development for Triple Living. Works started on the Airport Business Center in Brussels for The House of Development, and on the new wood-based headquarters of SD Worx in Antwerp.

BPC Group had some operationally challenging pro-

jects in 2024 but continued its successful track record of large-scale, inner-city renovations in Brussels with the delivery of K-Nopy for Eaglestone and Usquare for the VUB and ULB, and continued works on Kanal Centre Pompidou and The Arch for Cores Development. Works also progressed on new developments such as the schools of Anderlecht, the highly sustainable new development Realex for Atenor in the European district, and BPI Real Estate projects Erasme and The Parc. In Wallonia, BPC Group delivered Liège Expo and works are ongoing at the 40,000 sqm greenhouse and a waterpark for Pairi Daiza and the Shape Village in Mons. Works also started on the new Full-Life Technologies facilities in Gembloux.

In Poland, CFE achieved a record revenue in 2024 and maintained its close collaboration with BPI Real Estate, with the delivery of the residential projects Bernadovo in Gdansk, Czysta in Wroclaw, and Panoramiqa in Poznan, as well as continuing works on Chmielna Duo in Warsaw and Cavallia in Poznan. Works on BPI's PianoForte are set to start in 2025. We also successfully delivered the new Umicore and Valeo automotive factories, the latest Majaland attraction park, and the new GLP Logistics center near Warsaw, featuring Poland's first wooden roof structure of this size. Works are ongoing at the American School of Warsaw and on three very large outlets Silwana, Karuzela and Designer Outlet, which total more than 61,000 sqm together.

CLE in Luxembourg noted a relatively low level of activity. It started the construction of the Rout Lëns project (plot 14) for IKO, a complex of three residential buildings with an above-ground surface area of 19,300 sqm, and continued the construction of the new Red Cross headquarters. Finally, just at the end of 2024, CLE signed a contract for the construction of the River Place project in Dommeldange, a mixed development with a residential focus, including a

base of commercial and office spaces. At the start of 2025, CLE, in partnership, obtained an order for the construction of PwC Luxembourg's future headquarters in the Cloche d'Or district for Atenor. The new campus will feature four interconnected buildings (34,500 sqm), 3,500 sqm of green spaces, and 5,700 sqm of terraces.

We see that our geographic presence and efforts to be close to our clients is appreciated, alongside our high levels of customer service. We will continue to optimize our back office for Construction & Renovation companies in terms of processes, IT services, safety and digitalization.

Bruno Lambrecht : In 2025 the market will remain challenging. While the orderbooks for Van Laere, BPC Group and CLE are already well filled, MBG and CFE Polska's orderbooks are healthy but down on previous years. The expectation is that the market will pick up again by 2026.

The Construction & Renovation businesses will continue to invest in sustainability and innovation by focusing on reducing carbon emissions, the circular economy and bio-based materials, in line with the expectations of our clients.

"I am incredibly proud of the dedicated Construction & Renovation teams we have built—each with their own expertise, but all sharing the same passion for excellence. Their commitment, innovation, and drive to push boundaries in sustainability make all the difference."

Bruno Lambrecht, CEO Construction & Renovation

Investments "The park service activities

Fabien De Jonge : The Rentel and SeaMade wind farms, in which Green Offshore holds 12.5% and 8.75% respectively, were faced with less favourable weather conditions than in 2023. Furthermore, unlike 2023, the price of electricity remained well below the guaranteed price. Combined green energy production from the two parks reached 2.8 Twh in 2024.

In Vietnam, Deep C Holding saw its industrial land sales decline to 80 hectares (127 hectares in 2023), partly due to the introduction of new real estate sales laws, which have led to delays in industrial land sales. It is worth noting that park service activities performed very well in 2024, posting a significant increase in sales and operating income.

Via GreenStor, CFE continues to innovate in the battery farm market. GreenStor has a 38% stake in BSTOR, a company that co-develops battery farms in Belgium. The first 10 MW farm has been operational since the end of 2021. Construction of a second, with a capacity of 50 MW, has begun. Commissioning is scheduled for summer 2026. This project, located in La Louvière and in which BSTOR holds a 50% stake, represents a total investment of over € 70 million.

Fabien De Jonge, Chief Financial Officer Fabien De Jonge : OTARY, of which Green Offshore is one of the eight shareholders, Eneco and Ocean Winds have decided to form a strategic consortium to jointly bid for offshore wind concessions in the Princess Elisabeth area off the Belgian coast. A first call for tenders was launched in October 2024 for the construction and operation of a 700 MW offshore wind farm.

Besides the existing 10 MW farm in Bastogne and the 50 MW farm whose construction has recently started in La Louvière, BSTOR is working on a third farm with a capacity of 100 MW, whose construction should start in 2025.

Deep C Holding's objective is to further extend to new zones, thereby leveraging the outstanding geographic position of the Vietnamese market.

performed very well in 2024, posting a significant increase in sales and operating income."

Next generations deserve new heroes who change what needs to be changed.

People

Valérie Van Brabant : In 2024, we continued the high levels of investment in our people and their development. The CFE Academy carried out an average of 11 training courses per person. We also launched the Leading for Good program which sees all team leaders go through a dedicated training course to boost their leadership skills. We believe that effective leadership is essential for our success and to ensure that our employees achieve their personal goals.

Additionally, the fourth Future Leaders track course was held at the Vlerick Business School, which sees key talent from our Group being trained in a broad spectrum of leadership skills for the future of our company.

Human Resources (HR)is increasingly important within the organization as having the right people is a key success factor in today's market and we want to make sure we continue to attract top talent to our company. We therefore continue to invest in our HR capability with the digitalization of our HR systems and processes, including a new digitized talent management platform and a recruitment upskilling program for our HR community. We proactively and carefully manage succession planning to ensure smooth business continuity.

We also worked on employee engagement with an intense focus on internal communication and events where our strategy, culture and values are continuously front and center. Also, we launched the new Hello Heroes app which directly connects all employees and workers in the Group to keep them connected with each other and up to date with the latest news.

The results of our efforts are clearly visible. More than 80% of our businesses improved their Employee Net Promotor Score again in 2024, we further reduced our employee turnover rate, and we were certified Top Employer for the second year in a row.

Valérie Van Brabant : Our Leading for Good program will continue to be rolled out, with investment in leadership remaining our top focus. We started our Wellbeing Strategy in 2024 and will continue to invest in it throughout 2025. We aim to further develop our Diversity & Inclusion program with dedicated programs in all business units that stimulate respectful behavior. We also want to further increase retention by improving how managers give feedback to their team members with our new performance review process.

Employer branding will be key in the coming years to position the CFE Group as a great place to work and help attract new talent.

NUMBER OF EMPLOYEES

2,854

NUMBER OF TRAINING HOURS

77,011

"At CFE, we believe that investing in our people is the cornerstone of our success. By continuously enhancing our HR capabilities and fostering a culture of leadership and development, we are not only empowering our employees to achieve their personal career goals but also driving our company's strategic vision forward."

Valérie Van Brabant, Chief People Officer

Sustainability

Isabelle De Bruyne : 2024 was an important year for the implementation of the CSRD framework and reporting throughout the CFE Group. Being a stockquoted company, we have seized the opportunity of being one of the first in the sector to implement CSRD to further solidify our ESG leadership in everything we do.

Last year we finished some large business projects that pushed the boundaries of what is feasible in terms of sustainability. Launched in 2024, we have started to consolidate all our sustainability expertise in the CFE Sustainability Knowledge Center which features a team of experts who support our clients and teams to drive sustainability, both in operations and business solutions.

Also launched in 2024 is our new business initiative Pulse which aims to provide clients with an A-to-Z approach to revalorize their real estate, combining all the expertise the Group can offer.

We continued to be very active in our sector federations to share our knowhow and drive positive change throughout the community. In the current challenging economic context, we remain convinced that the only resilient sustainable business is the one driving sustainability in the long run.

* The main objective of the Corporate Sustainability Reporting Directive (CSRD) is to harmonize corporate sustainability reporting and improve the availability and quality of published ESG (environmental, social and governance) data.

"We aim to make it as easy as possible for our clients to do sustainable business, by leveraging the strength of our ecosystem with partners and suppliers, and by bundling all the know-how of our different businesses into practical solutions to their challenges."

Isabelle De Bruyne, Chief Sustainability Officer

Looking beyond our core business, we were very glad to be supporting 62 non-profit organizations through our Heroes for Good Foundation. These associations are active in the domains of education, health and social justice, and have been submitted to our Foundation by our own employees and workers.

Isabelle De Bruyne : Moving forward, we believe that the huge potential of ambitious sustainable projects, such as the ones in our project pipeline, can only be realized by a fruitful collaboration within our ecosystem of clients, partners and suppliers. We aim to leverage the combined expertise of our own CFE businesses but also those of our long-time partners to develop smart total solutions for our clients. Our Sustainability Knowledge Center and our new business Pulse will remain at the forefront of driving sustainable business.

Key in our sustainability approach is the CO2-Prestatieladder which our Belgian businesses are obtaining and have already obtained. We believe this is an important step in the government's attempt to nudge businesses towards more sustainable solutions.

The greatest danger to our planet is the belief that someone else will change it.

Robert Swan

IT, digital & innovation

Hans Van Dromme : In 2024, the rollout of our new ERP platform progressed with the onboarding of the first few of our businesses.

We launched multiple new transversal applications across the Group. We introduced a global talent management app for the whole Group, as well as the new Hello Heroes app, which connects all CFE employees and workers to keep them connected with each other and up to date with the latest news. For our project and site managers we introduced new applications for BIM viewing, safety management and quality control.

We placed more focus on cyber security resilience, and we took further steps in the harmonization of our infrastructure and applications where possible across the Group.

Hans Van Dromme : In 2025, we will continue the rollout of ERP and prepare ourselves for the onboarding of our larger Construction & Renovation companies starting in 2026.

Our transversal Innovation Board will continue the innovation roadmap and process - a series of projects in the domains of AI, predictive maintenance, and site energy monitoring a Powertrack system.

Cyber security focus remains a priority in our Group. We are working on both end-user awareness and training, as well as technical and response capability in our IT Department and business departments.

"We are making selective investments in digitalization and innovation that deliver added value for our teams and our clients."

Hans Van Dromme, Chief Digital Officer

Legal & Compliance

Philippine De Wolf : In 2024, we made significant strides in strengthening the Legal and Compliance function at Group level.

One of our key achievements was the relaunch and harmonization of the Group's Compliance program and procedures, which became a priority following the demerger with DEME. This initiative included comprehensive training for the entire organization, designed to mitigate risks and enhance business integrity.

We also introduced the transversal Legal Board in 2024, aimed at fostering greater synergy across the Group and providing stronger legal support to the business units. This is especially crucial for larger projects, where the legal aspect plays an increasingly vital role.

Legal is now more integrated into the Risk Management process, with representation in engagement committees for projects exceeding certain thresholds. This ensures thorough risk assessments are conducted.

We remain committed to further strengthening our Compliance and Ethics processes. While we initially focused on general policies for all levels of the organization, we plan to extend this in 2025 by implementing function-specific policies and processes to ensure harmonization across the Group.

The Legal Board will continue to evolve, with a focus on building greater agility. We aim to make it easier for legal experts to be deployed where needed, particularly during peak workloads or in high-priority matters.

In Risk Management, we will raise the bar on assessments to ensure we continue to enhance our processes and adopt a proactive risk management approach, identifying and mitigating potential risks before they materialize.

"In an increasingly complicated legal environment, it is more important than ever to have an agile legal team that is a real business partner and is able to mitigate potential risks in advance without being a hurdle to business opportunities."

Philippine De Wolf, General Counsel

Management report

27 Annual report 2024 - CFE

TABLE OF CONTENTS

I. Statutory financial statements 29
1.
2.
Equity and main shareholders
Notes to the statutory financial statements
29
29
2.1. Financial position at 31/12/2024 29
2.2. Appropriation of profit 30
2.3. Outlook 2025 30
2.4. Main risks and uncertainties 30
2.5. Major events after the closing of the financial year 30
2.6. Financial instruments 30
2.7. Notices 30
II. Consolidated financial statements 32
1. Comments on the consolidated financial statements 32
1.1. Financial position at 31/12/2024 32
1.2. Main risks 38
1.3. Major events after the close of the financial year 47
1.4. Research and development 47
1.5. Financial instruments 47
1.6. Outlook 2025 47
III. Corporate governance statement 49
1. Reference code 49
2. The Board of Directors and its Committees 49
2.1. Board of Directors 49
2.2. Role of the Chairman of the Board of Directors 52
2.3. Attendance, functioning and competences
of the Board of Directors 52
3. Executive Board Committees 53
3.1. The Audit Committee 53
3.2. The Nomination and Remuneration Committee 54
4. The Executive Committee 54
5. Diversity policy 57
6.
7.
Conflicts of interest
External and internal control and risk management
57
58
7.1. External control 58
7.2. Internal control 58
7.3. Internal control and risk management systems 58
8.
9.
Shareholder base
Derogations from the 2020 Code
61
61
IV Remuneration report 62
1. Remuneration policy 62
1.1. Governance - Procedure 62
1.2. Remuneration policy for non-executive directors 62
1.3. CEO Remuneration Policy 63
1.4. Remuneration policy for members of the
Executive Committee 64
1.5. Mandates in subsidiaries 64
1.6. Changes since the last remuneration policy 65
1.7. Shareholder voting 65
2. Remuneration report 66
2.1. Remuneration of non-executive directors 66
2.2. Compensation of the CEO and Executive
Committee members in 2024 66
2.3. Severance payments 68
2.4. Annual changes in remuneration and
Company performance 69
V Sustainability statements 70
1. General information 74
1.1. Basis for preparation 74
1.2. GOV-4 & 5 Notion of risk and due diligence 77
1.3. SBM-1 Strategy, business model and value chain 79
1.4. SBM-2 Interest and views of stakeholders 80
1.5. SBM-3 Material IROs and their interaction with
the business model and strategy 84
1.6. IRO-1 and 2 Double materiality assessment 87
1.7. Organisation of roles and responsibilities for
sustainable development issues (GOV-1, 2 and 3) 88
2. Environmental information 90
2.1. European Taxonomy information (pursuant to
article 8 of Regulation 2020/852) 90
2.2. ESRS E1: Climate change 97
3. Social information 108
3.1. ESRS S1: Policies related to own workforce 108
3.2. ESRS S2: Workers in the value chain 114
4. Governance information 117
4.1. ESRS2: IRO-1: Description of the processes to identify and
assess material impacts, risks and opportunities 117
4.2. Policies on responsible business culture 117
4.3. Specific objectives and monitoring of these policies 118
5. Annexes 119
5.1. Annex 1: Glossary and abbreviations 119
5.2. Annex 2: List of references 122
5.3. Annex 3: List of omitted information 123
5.4. Annex 4: Auditor's report 124

Dear shareholders,

It is our privilege to report to you on our company's activities during the past financial year and to submit to you for approval the statutory and consolidated financial statements for the year ended 31 December 2024. In accordance with Article 3:32, section 1, last paragraph of the Code of Companies and Associations ("CSA"), the directors' reports on the statutory and consolidated financial statements have been integrated into one report.

I. STATUTORY FINANCIAL STATEMENTS

1. Equity and main shareholders

At the end of the financial year, the Company's share capital amounted to € 8,135,621.14, divided into 25,314,482 shares, with no declared par value. All shares are fully paid up. Each share confers one vote. There are no shareholder owned shares with special control or voting rights.

At the end of the 2024 financial year, the shareholders owning 5% or more of the voting rights relating to the shares they hold are:

Ackermans & van Haaren SA
Begijnenvest, 113, B-2000 Anvers (Belgium)
15,725,684 shares (or 62.12%)
VINCI Construction SAS
1973 Boulevard de la Défense, F-92000 Nanterre (France)
3,066,460 shares (or 12.11%)

2. Notes to the statutory financial statements

2.1. Financial position at 31/12/2024

Income Statement of CFE SA (Belgian standards)

(in thousands €) 2024 2023
Operating income 17,854 19.632
Operating charges (22,009) (22,653)
Operating result (4,155) (3,021)
Financial income 21,869 23,351
Financial expenses (11,063) (9,268)
Result for the period before taxes 6,651 11,062
Income taxes on the result (9) (9)
Result for the period 6,642 11,053

Financial results mainly include the proceeds of dividends paid by BPI Real Estate Belgium SA (€8 million) and Green Offshore NV (€8.175 million), partially compensated by corporate financial charges.

Statement of Financial Position of CFE SA after appropriation (Belgian standards)

(in thousand €) 2024 2023
Assets
Non-current assets 314,109 310,461
Current assets 104,415 86,221
Total assets 418,524 396,682
Liabilities
Net equity 139,043 142,322
Provisions for risks and expenses 3,988 4,006
Liabilities at more than 1 year 105,355 90,408
Liabilities at up to 1 year 170,137 159,945
Total equity and liabilities 418,524 396,682

As of December 31, 2024, non-current liabilities amount to € 105 million and include amounts drawn down on the confirmed bilateral credit facilities (€75 million) and €30 million in medium-term treasury notes.

2.2. Appropriation of profit

Profit for the year 2024 € 6,641,447
Profit brought forward € 11,251,044
Profit to be allocated € 17,892,491
Other reserves € 0
Remuneration of the contribution € 9,920,770
Profit brought forward € 7,971,721

2.3. Outlook 2025

The results for the 2025 financial year will depend to a large extent on the dividends paid by the main subsidiaries of CFE, namely CFE Contracting, BPI Real Estate Belgium, Deep C Holding and Green Offshore.

2.4. Main risks and uncertainties

We refer to Chapter II.1.2 of the consolidated financial statements.

2.5. Major events after the closing of the financial year

No significant change in the financial and commercial situation of CFE has occurred since 31 December 2024. We also refer to the section II.3 of the consolidated financial statements.

2.6. Financial instruments

The Company uses financial instruments for risk management purposes. Specifically, these are financial instruments intended exclusively to manage the risks associated with interest rate fluctuations. The counterparties in the related transactions are exclusively top-ranking European banks.

2.7. Notices

Research and development

The company has no research and development activities.

Branches

At year-end 2024, the Company disposed of one branch (Business Unit): CFE Tunisia. This branch has no further operational activity.

Application of Article 7:96 section 1 of the CSA

The provisions of Article 7:96 of the CSA concerning conflicts of interest did not have to be applied during the 2024 financial year.

Transactions between CFE and affiliated companies (Article 7:97 section 4/1 to 4 of the CSA)

No transactions took place between the Company and its affiliated companies in the 2024 financial year necessitating the application of Article 7:97 section 4/1 to 4 of the CSA.

Additional compensation for the auditor

EY Réviseurs d'Entreprises received € 163,380 in lump-sum fees for the statutory audit. In accordance with article 3:65, section 3 of the CSA, a total of € 152,840 was paid to EY Réviseurs d'Entreprises as fees for exceptional services or special assignments. This amount is broken down as follows:

  • other certification assignments (including sustainability assignment): € 142,500
  • other assignments outside the review: € 10,340.

Acquisition or disposal of treasury shares

As at 31 December 2024, CFE held 512,557 of its own shares, representing 2% of the capital. The number of treasury shares is identical to that at 31 December 2023 because the Company did not buy back or sell any of its own shares during the 2024 financial year.

On 29 November 2024, the Board of Directors decided, however, to relaunch a share buyback programme up to a maximum of 200,000 shares and within the limits of the (renewed) authorisation to buy back own shares, as granted by the Company's Extraordinary General Meeting on 2 May 2024. However, this new buyback programme was only launched on 14 January 2025 and will end on 19 December 2025 at the latest.

Notices pursuant to Article 74, section 7 of the Act of 1 April 2007 on public takeover bids

According to a joint declaration made on 7 March 2014 pursuant to the Law of 2 May 2007 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market that the concerted action between VINCI S.A., VINCI Construction S.A.S. and Ackermans & van Haaren NV ("AvH") ended following the closing of AvH's mandatory takeover bid for CFE, and Stichting Administratiekantoor "Het Torentje" exercises ultimate control over AvH.

As at 31 December 2024, the Company had not received any notification within the meaning of article 74 section 7 of the law of 1 April 2007 relating to public takeover bids.

Protection schemes in case of a public takeover bid

On 29 June 2022, the extraordinary general meeting renewed the authorisation of the Board of Directors to proceed, in the event of a takeover bid for the securities of the Company, with a capital increase of up to € 5 million within the limits of and in accordance with the provisions of Article 7:202 of the CSA. The Board of Directors is authorised to exercise these powers if the takeover bid notice is delivered by the Financial Services and Markets Authority (the 'FSMA') to the Company no later than three years after the date of the aforementioned Extraordinary General Meeting. The Board of Directors is also authorised, for a period of three years from the date of this extraordinary general meeting, sell or acquire up to 20% of the treasury shares in the event that such action is necessary to safeguard the Company from serious and imminent harm.

II. CONSOLIDATED FINANCIAL STATEMENTS

1. Comments on the consolidated financial statements

1.1. Financial position at 31/12/2024

A. Key figures

(in million €) 2024 2023 Change
Revenue 1,182.2 1,248.5 -5.3%
EBITDA 49.9 49.5 +0.7%
% of revenue 4.2% 4.0%
Operating income (EBIT) 32.0 33.0 -3.1%
% of revenue 2.7% 2.6%
Result for the period - share of the group 24.0 22.8 +5.2%
% of revenue 2.0% 1.8%
(in million €) 2024 2023 Change
Equity - share of the group 247.8 236.8 +4.6%
Net financial debt 41.7 93.3 -55.3%
Order book 1,646.3 1,268.6 +29.8%

B. General overview

Revenue in 2024 amounted to € 1,182.2 million, down by 5.3% compared with the previous year. The residential and office markets remain unsettled. However, the first signs of recovery are noticeable.

Operating income (EBIT) was € 32.0 million, down 3.1% compared to 31 December 2023. The significant increase in contributions from the Construction & Renovation and Multitechnics segments were offset by lower results from the Real Estate Development and Investment & Holding segments.

Net income came to € 24.0 million, up by 5.2%.

Equity was € 247.8 million on 31 December 2024, an increase of 4.6% compared to 31 December 2023. Return on equity (ROE) reached 10.1%, as in 2023.

The Group's net financial debt was significantly reduced in 2024: € 41.7 million compared to € 93.3 million on 31 December 2023. This excellent performance was driven by a historically high operating cash flow: € 85.3 million.

CFE SA, the group's parent company, and its subsidiaries BPI Real Estate Belgium and BPI Real Estate Luxembourg have together € 250 million of confirmed credit facilities which are drawn down by up to € 78 million as at 31 December 2024. All the banking covenants have been complied with. During 2024, new confirmed credit facilities were set up for € 20 million. CFE has also obtained the agreement of its financial partners to extend all maturing credit facilities. The average interest rate on gross debt is at 4.22% in 2024.

The order book is up by 29.8% compared with 31 December 2023, boosted by several major commercial successes, including additional orders for the Oosterweelverbinding project of which the execution will be spread over several years. The order book reached € 1.65 billion.

C. Segment analysis

Real Estate Development

KEY FIGURES

(in million €) 2024 2023 Change
Revenue 125.7 157.7 -20.3%
Operating income (EBIT) 8.5 17.4 -51.4%
Result for the period - share of the group 8.0 11.7 -31.2%
Net financial debt 95.4 100.1 -4.7%

Changes in capital employed

Breakdown by stage of project development

(in million €) 2024 2023
Unsold units post completion 11 0
Properties under construction 48 55
Properties in development 197 204
Total capital employed 256 259

Breakdown by country

(in million €) 2024 2023
Belgium 82 66
Grand Duchy of Luxembourg 112 105
Poland 62 88
Total capital employed 256 259

The capital employed amounted to € 256 million on 31 December 2024, which is down by 1.2% compared to the end of December 2023. The gross development value of the projects under development (BPI Real Estate share) is estimated at € 1.6 billion, i.e. 363,000 m² of which 58,000 m² is under construction.

Acquisitions

In 2024, BPI Real Estate Luxembourg acquired two additional plots of land on the Pourpelt site in Bertange. BPI currently owns around 30% of the surface area of this future new residential district.

In Poland, boosted by the commercial success of phase 1 of the Panoramiqa project in Poznan, BPI Real Estate has secured phases 2 and 3 in the fourth quarter of 2024. These two new phases have the potential for more than 600 additional apartments in four separate buildings. Construction should start in 2026 once planning permission has been obtained.

Projects in the study phase

BELGIUM

In Brussels, the permits for the Move'Hub project (54,000 m², including 38,000 m² of office space) were received at the end of the year. An appeal has been lodged by the Saint-Gilles commune against the planning permission and by IEB (Inter-Environnement Bruxelles) against the environmental permit.

Permits for the Key West (63,300 m²) and Uni'Vert (10,000 m²) projects are also being challenged before the Conseil d'Etat.

In Ottignies-Louvain-la-Neuve, the permit for the Samaya project received a negative advice by the local council. A modified, less dense permit will be introduced in March 2025 that takes into take account the remarks made.

In Arlon, BPI Real Estate has obtained the combined permit (permis unique) for its Clarisse project, comprising 60 residential units (6,350 m²). Building permits have been obtained.

In Liège, on the Bavière site, planning permission has been granted for the new school building of the Haute Ecole Provinciale du Barbou. The deed of sale with the Province should be signed in April 2025.

LUXEMBOURG

BPI Real Estate has appointed the team of architects, ASSAR SHL and Moreno-A2M, for its Kronos project on the Kirchberg plateau. Permits applications will be submitted in the first half of 2025, and dismantling works are scheduled to start in the fourth quarter.

In Belval, BPI and its partner are actively preparing for the launch of THE ROOTS project. Preparatory earthworks have been completed and construction is due to start shortly. This is a mixed-use project comprising 6,000 m² of office space, 102 apartments and a food market.

POLAND

Permit applications for the next development phases of the Cavallia site in Poznan are currently being prepared.

In Gdansk, an initial permit application for 141 housing units is currently being processed.

Start of construction and marketing of new projects

BELGIUM

Construction of the Brouck'R project, located in the centre of Brussels, began at the end of the year, at the same time as the sale to La Loterie Nationale of its future headquarters. This building - exemplary in terms of sustainability - with an above-ground surface area of 6,800 m², is under construction. The commercialisation of the first phase of housing units is currently being prepared for launch in the spring of this year.

Furthermore, BPI and its partner have launched the major renovation of the EQ building in the European district (approx. 19,000 m²). Advanced discussions are ongoing with prospective tenants or buyers.

POLAND

In Warsaw, BPI has launched construction of its residential project PianoForte (10,000 m², 101 housing units). Sales are off to a satisfactory start. Delivery of the building is scheduled for late 2026.

Residential projects under construction or delivered in 2024

BELGIUM

In the first half of the year, BPI delivered the PURE project (Auderghem) and the first phase of the Bavière project (19,000 m²). The first is fully sold, while the second has a sales rate of over 80%.

In the fourth quarter, the Arboreto project in Tervuren (7,000 m²) and the "Parc" building on the Erasmus Gardens site in Anderlecht (9,000 m²) were delivered, while the last apartments in the Tervuren Square project in Woluwe-Saint-Pierre (12,000 m²) were delivered in January 2025. The sales rate for these three projects is around 65%. This percentage is rising steadily.

In Antwerp, construction of the John Martin's residential project (10,000 m²) is progressing satisfactorily. As a reminder, this building was pre-sold en bloc to ION Residential Platform NV. Delivery is scheduled for summer 2025.

LUXEMBOURG

In Mertert, BPI Real Estate has delivered the third phase of the Domaine des Vignes project, while construction of the two blocks of the fourth and final phase (7,000 m²) is well underway. 75% of the apartments in this last phase have been sold, including a block sale of 20 apartments to the Luxembourg government which will be completed in 2025.

POLAND

Three residential projects were delivered during the second half of 2024, namely Bernardovo in Gdynia (13,000m²), the first phase of Panoramiqa in Poznan (20,000 m²) and Czysta in Wroclaw (10,000 m²). These three projects, totalling 567 residential units, have a near 80% sale rate. Four projects are also currently under construction : Chmielna Duo in Warsaw (17,000 m²) and the first three phases of the Cavallia project (25,000 m²) in Poznan. These projects will be delivered in 2025.

New partnership in Poland

In December 2024, a year after securing a major property in Gdansk, BPI Real Estate sold 50% of this development to a new player on the Polish market, owned and financed by Belgian investors. This transaction not only frees up BPI Real Estate's financial resources for new projects, but also lays the foundations for a new long-term partnership. This transaction will have a positive impact on earnings in 2025.

EQUITY AND NET FINANCIAL DEBT

Shareholders' equity stood at € 160.3 million on 31 December 2024, stable compared with 31 December 2023.

Net financial debt is € 95.4 million on 31 December 2024 (€ 100.1 million on 31 December 2023). This follows changes in the value of real estate projects.

NET INCOME

The main contributors to the 2024 net income are the margin generated on apartments sold and delivered, and the profit on the sale of the future headquarters of La Loterie Nationale. In addition, write-downs totalling EU 4.8 million were recorded, mainly on the stock of the Schoettermarial project (residential project on the Kirchberg plateau), which was fully impaired. In view of current market conditions in Luxembourg, BPI Real Estate has decided not to pursue its designs for this project on which it had an option to purchase.

Multitechnics

KEY FIGURES

(in million €) 2024 2023 Change
Revenue 304.3 338.0 -10.0%
Operating income (EBIT) 10.2 -4.3 n.s.
Result for the period - share of the group 6.3 -6.3 n.s.
Net financial surplus 25.5 -0.5 n.s.
Order book 286.9 266.5 7.7%

REVENUE

(in million €) 2024 2023 Change
VMA 213.2 252.8 -15.7%
MOBIX 91.3 85.3 +7.0%
Eliminations intra segment -0.2 -0.1 n.s.
Total Multitechnics 304.3 338.0 -10.0%

VMA achieved a revenue of € 213.2 million on 31 December 2024, down by 15.7% compared to 2023. The drop in sales is attributable to Business Units Building Electro and HVAC, largely due to the completion of the ZIN project. Conversely, the Business Units Maintenance and Industrial Automation reported significantly higher revenue.

MOBIX's revenue increased by 7% to € 91.3 million. Track-laying and catenary business increased in 2024. However, machine utilisation remains relatively low. The efforts made to diversify its activities and client portfolio are starting to bear fruit.

OPERATING INCOME

Operating income on 31 December 2024 was € 10.2 million, up by € 14.5 million compared to 31 December 2023. Both divisions were profitable in 2024.

The ZIN project continues to weigh on VMA's results, but to a lesser extent than in 2023. The rest of the business reported good profitability, thereby more than offsetting the loss of the ZIN project.

MOBIX's operating margin improved significantly compared with 2023, despite a negative contribution from the LuWa project, for which the Project Availability Certificate was obtained in the fourth quarter of 2024.

ORDER BOOK

(in million €) 2024 2023 Change
VMA 171.2 163.2 4.9%
MOBIX 115.7 103.3 12.0%
Total Multitechnics 286.9 266.5 7.7%

The order book reached € 286.9 million, up by 7.7% compared to 31 December 2023, boosted by several major commercial successes:

• a four-year framework agreement with Walloon network operator ORES to install underground cables in several Walloon provinces;

  • installation of all the special techniques in a new industrial building intended for the production of medicines in Gembloux;
  • an ESCO (Energy Service Company) contract for 18 public buildings in the Flemish municipalities of Beerse and Oud-Turnhout. VMA, through its VManager entity, is in charge of the engineering, renovation and maintenance of these buildings aiming to substantially improve their energy performance;
  • a four-year framework contract for the STIB covering renewal of the primary energy network and technical equipment;
  • a framework agreement for the renewal of railway tracks in the Brussels Region;
  • installation of all special techniques for the future headquarters of La Loterie Nationale.

NET FINANCIAL SURPLUS

Net financial surplus amounted to € 25.5 million on 31 December 2024, up € 26 million compared to 31 December 2023. The operating cash flow generated in 2024 (€ 23.5 million) explains this positive evolution.

Construction & Renovation

KEY FIGURES

(in million €) 2024 2023 Change
Revenue 788.5 872.6 -9.6%
Operating income (EBIT) 8.3 -0.2 n.s.
Result for the period - share of the group 10.6 -0.1 n.s.
Net financial surplus 255.8 208.9 +22.5%
Order book 1,343.5 983.2 +36.6%

REVENUE

(in million €) 2024 2023 Change
Belgium 567.7 622.3 -8.8%
Luxembourg 60.2 91.2 -34.0%
Poland 159.1 139.7 +13.9%
Others 2.1 19.7 n.s.
Eliminations intra segment -0.6 -0.3 n.s.
Total Construction & Renovation 788.5 872.6 -9.6%

Revenue amounted to € 788.5 million, down 9.6% compared to that of 31 December 2023.

Business was strong in Brussels, where the largest projects were the second phase of the Park Lane project on the Tour & Taxis site (350 apartments for which the first deliveries have begun) and the ZIN project, for which provisional acceptance was obtained in January 2025. In addition, several operationally challenging BPC projects were delivered to the satisfaction of the customer.

In Wallonia, business contracted significantly due to the combination of the delivery of several major projects and a drop in order intake.

Conversely, in Flanders business remained relatively strong thanks in particular to the construction of the Q building for Ghent University Hospital, the O' Sea residential tower in Ostend and block 21/24 Nieuw Zuid in Antwerp. MBG (a Construction & Renovation subsidiary operating in Flanders) has also been very active in the port of Antwerp, where its two projects for INEOS are progressing rapidly. In addition, activity on the Oosterweelverbinding site is picking up. Ultimately, this will represent annual sales of around € 40 to 50 million for CFE.

In Luxembourg, the drop in sales was expected, given current market conditions. However, business is expected to grow in 2025, thanks to the start-up of several major construction projects, although it will not return to pre-real estate crisis levels by this year.

In Poland, sustained activity for BPI Real Estate (seven buildings under construction, three of which will be delivered in 2024) and several major projects in the logistics and retail sectors contributed to the increase in revenue. As most of these major projects were handed over in the first half of 2024, revenue was lower in the second half of the year.

OPERATING INCOME

The operating income amounted to € 8.3 million, or an increase of more than € 8.5 million compared with 31 December 2023. Construction & Renovation's main subsidiaries all improved their results compared with 2023. This is particularly true of MBG.

ORDER BOOK

(in million €) 2024 2023 Change
Belgium 1,102.1 712.7 54.6%
Luxembourg 150.5 78.3 92.3%
Poland 90.9 190.2 -52.2%
Others 0.0 2.0 n.s.
Total Construction & Renovation 1,343.5 983.2 36.6%

The order book reached € 1.3 billion, an increase of 36.6% compared with 31 December 2023. The new orders include several major projects that will be carried out over several years.

The situation varies from country to country:

  • in Belgium, additional orders for the Oosterweelverbinding project in Antwerp largely explain the increase in the order book;
  • in Luxembourg, there were a number of commercial successes in December 2024;
  • in Poland, order intake was modest due to a drop in the number of new tenders in logistics, industry and, to a lesser extent, residential. CFE therefore anticipates a drop in activity in 2025.

Among the contracts won, the most significant are:

  • construction in partnership of a 26,000 m² conference centre and an adjacent 18,000 m² office building in the European district (Realex project);
  • through the ROCO joint-venture, in which the CFE group has a 6.6% stake, two additional orders for the northern part of the Oosterweelverbinding project in Antwerp, in particular the construction of tunnels under the Albert canal and their connection to the R1 ring road. These two orders represent a total of around € 370 million for CFE's share. The work will be spread over around a decade;
  • the construction in Luxembourg of a complex of three residential buildings with an above-ground surface area of 19,300 m² (Rout Lëns project - plot 14);
  • construction of the new SD Worx headquarters in Antwerp. The building will feature an innovative hybrid timber/concrete structure;
  • construction of a school in Deurne for AG Vespa;
  • the construction in partnership of the new PWC headquarters in Luxembourg;
  • two new orders for Triple Living on the Nieuw Zuid site in Antwerp, including a timber-frame building.

NET FINANCIAL SURPLUS

Net financial surplus reached a historically high level: € 255.8 million at 31 December 2024, up by € 46.9 million compared to 31 December 2023, thanks in particular to a significant improvement in working capital requirements.

Investments & Holding

CHIFFRES CLÉS

(in million €) 2024 2023 Change
Revenue excluding eliminations between segments 2.0 2.3 -13.0%
Eliminations between segments -38.3 -122.1 n.s.
Revenue including eliminations between segments -36.3 -119.8 n.s.
Operating income (EBIT) 5.1 20.1 -74.7%
Result for the period - share of the group -1.0 17.4 -105.5%

OPERATING INCOME

The operating income for the segment amounted to € 5.1 million compared to € 20.1 million on 31 December 2023. This change can be explained in particular by i) the reduction in Green Offshore's contribution from € 9.9 million in 2023 to € 4 million in 2024, ii) a lower allocation of the Holding's costs due to lower sales by subsidiaries, and iii) the absence of non-recurring income. As a reminder, in 2023 CFE received the termination compensation for the Eupen schools' DBFM contract.

Green Offshore (share CFE : 50%)

The Rentel and SeaMade wind farms, in which Green Offshore holds 12.5% and 8.75% respectively, were faced with less favourable weather conditions as in 2023. Furthermore, unlike 2023, the price of electricity remained well below the guaranteed price. Combined green energy production from the two parks reached 2.8 Twh in 2024 (including curtailment). OTARY, of which Green Offshore is one of the eight shareholders, Eneco and Ocean Winds have decided to form a strategic consortium to jointly bid for offshore wind concessions in the Princess Elisabeth area off the Belgian coast. A first tender was launched in October 2024 for the construction and operation of a 700 MW offshore wind farm.

Deep C Holding (share CFE : 50%)

In Vietnam, sales of industrial land were more modest than in 2023: 80 hectares compared to 127 hectares in 2023. IAI's share of sales fell from 84 hectares to 54 hectares. This can be explained in part by the enactment of new real estate sales laws, which have led to delays in the sale of industrial land. It is worth noting that service activities performed very well in 2024, posting a significant increase in sales and operating income.

Deep C Holding contributed € 6.4 million to the net income of the segment.

GreenStor (share CFE : 50%)

GreenStor has a 38% stake in BSTOR, a company that co-develops battery farms in Belgium. The first 10 MW farm has been operational since the end of 2021. Construction of a second, with a capacity of 50 MW, has begun. Commissioning is scheduled for summer 2026. This project, located in La Louvière and in which BSTOR holds a 50% stake, represents a total investment of over € 70 million. Construction of a third farm is due to start shortly. This farm will have a capacity of 100 MW. Other projects are being investigated. GreenStor's net income for 2024 amounted to € 0.8 million (0.4 million for CFE's share).

NET FINANCIAL DEBT

Net financial debt amounted to € 227.6 million, an increase compared to 31 December 2023 (€ 201.6 million).

1.2. Main risks

1.2.1. General

The Executive Committee is responsible for arranging an internal control and adequate risk management, which is submitted to the Board of Directors for approval. The Board of Directors is responsible for assessing the implementation of this framework, taking the recommendations of the Audit Committee into account. At least once a year, the Audit Committee evaluates the internal control systems that the Executive Committee has set up, in order to ascertain that the main risks have been properly identified, reported and managed.

The subsidiaries of CFE are responsible for the management of their own operational and financial risks. These risks, which vary according to the sector, are not centrally managed by CFE. The management teams of the subsidiaries in question report to their respective Board of Directors on their risk management.

This chapter describes, in general terms, the financial, economic and ESG-related risks facing the Group on the one hand, and the operational risks associated with the various segments in which it operates (either directly or indirectly) on the other.

In order to identify and effectively manage sustainable development risks in particular, CFE has carried out a double materiality assessment (DMA) of ESG risks, i.e. environmental, social and governance risks. This assessment and the management of these ESG risks (in particular in relation to the policies, objectives and actions undertaken) are presented in detail and in full transparency, as required by the CSRD, in the Sustainability Statement detailed in section [72 to 126]. To ensure a comprehensive understanding of all the main risks, including ESG risks, these are also briefly described in this chapter.

1.2.2. Financial, economic and ESG-related risks at Group level

Interest rate risk

CFE is exposed to the effect of interest rate fluctuations on its variable rate financial debt.

This risk is partly mitigated by the implementation of 'Interest Rate Swap' (IRS) and CAP-type interest rate hedges. However, despite the hedges put in place, the steep rise in interest rates has had an unfavourable impact on the financial statements of CFE. The average interest rate on gross debt amounted to 4.22% at 31 December 2024, remaining relatively stable.

Liquidity risk

The Group is exposed to liquidity risk in particular:

• obligations to repay existing debt;

• the general needs of the Group.

To limit the liquidity risk, CFE and some of its subsidiaries increased their sources of financing, of which there are four:

  • confirmed medium-term bilateral credit lines;
  • project finance-type loans that certain Business Units set up to finance some of their projects;
  • leasing agreements for several subsidiary headquarters and for some construction equipment;
  • treasury notes to cover short and medium-term cash requirements.

On 31 December 2024, the Group's confirmed credit lines were € 250 million, of which € 78 million were drawn. In addition, the Group has € 173.5 million available cash.

CFE complied with all of its financial covenants.

Exchange rate risks

The majority of the Group's activities are located in the Euro zone, thereby greatly limiting the exchange rate risk.

The main exposures are in Poland (fluctuation of the Polish zloty ("PLN") against the Euro) and at Deep C Holding (foreign exchange risk against to the US dollar ("USD") and Vietnamese dong ("VND")).

Counterparty risk

The Group is exposed to counterparty risk on contracts with private customers.

The measures for managing the aforementioned risk are:

  • financial analysis of customers prior to signing the contracts;
  • regular monitoring of credit risk trends throughout the life of the project;
  • where necessary, putting in place start-up advances and/or security or parent company guarantees for customers whose financial strength is deemed insufficient.

Risk related to legislative and regulatory changes

Legal instability in all its forms represents a significant risk for the Group in terms of legislation, regulations, taxation and case law, not to mention European regulations.

The Group responds to this risk by continuously monitoring legislation.

Talent management and diversity, equity and inclusion ("DEI") risk

The shortage of skilled talent is a constant challenge, exacerbated by increased competition and labour mobility. The main measures for managing these risks are:

  • training:
  • the attractiveness of the Group, and
  • putting in place talent retention strategies.

Ongoing training is essential to develop employees' skills and prepare them for future challenges. Group entities must invest on an ongoing basis in training programmes tailored to the specific needs of the construction sector, such as new technologies and sustainable practices. Furthermore, effective retention strategies, such as improved working conditions, performance recognition and career development opportunities, are crucial to retaining talent.

Finally, the absence of robust diversity, equity and inclusion ("DEI") policies can limit the attraction and retention of employees, undermining innovation and productivity. In addition, without a culture of inclusion, the risks of discrimination and harassment increase, which can affect the well-being of employees and expose the Group to litigation. Compliance with non-discrimination regulations is essential to avoid legal penalties. Finally, an inclusive culture strengthens employee commitment and enhances the Group's reputation, attracting customers and partners who are sensitive to these values. By effectively integrating the DEI principles, Group entities can mitigate these risks and benefit from a more engaged and productive workforce.

Environmental risks

Generally speaking, companies in the construction sector face a number of major environmental risks. To identify and manage these risks, we need to assess the entire life cycle ("LCA") of a building or infrastructure project.

High CO2 emissions contribute to climate change, requiring measures to reduce the carbon footprint of projects. These emissions come primarily from the manufacture of building materials and developing projects, but we also have to take into account the operational emissions of the buildings and infrastructure we construct, throughout their entire life cycle.

Pollution, particularly from the use of construction materials and site activities, has an impact on air and soil quality. There is a risk of potential contamination of natural environments, as well as a more general risk of impact on biodiversity. The increasing scarcity of materials, aggravated by growing demand and disruptions to supply chains, poses challenges for the sustainability of resources.

Waste management is therefore crucial, as construction sites generate large quantities of waste that must be sorted and recycled to minimise their impact on the environment. Finally, water usage is also an important issue, as construction activities consume large quantities of water, and wastewater discharges can pollute water resources.

In this regard, the Group is committed to reducing pollution and environmental waste by aiming for "ZERO environmental incidents". To this end, all Group teams are committed to exemplary behaviour and to rigorously following Quality, Health, Safety and Environment policies ("QHSE"), which are based on the requirements detailed in ISO 9001, ISO 45001 and ISO 14001 , as well as VCA certification.

In particular, the Group's Business Units may be subject to various risks linked to the environmental conditions of the projects in which they are involved.

In addition to the economic aspects, environmental risks can also be assessed in terms of image and reputation, as the operation may be affected over the long term by their consequences. From a longer term perspective, changes in regulations related to the ecological transition may also constitute a risk factor.

All these risks can therefore generate human, technical, financial and legal issues.

The measures for managing the risks are:

  • analysing these risks as early as the tender phase and developing solutions with the development teams, taking into account these issues as far upstream as possible;
  • implementing appropriate technical and organisational solutions to reduce risks bearing in mind that these risks evolve throughout the life of the projects;
  • restoration costs related to major climatic events may be partially covered by insurance companies.

The environmental issues relating to the Group's activities and their potential impact on the environment are detailed more specifically in section 2 of the Sustainability Statement.

1.2.3. Operational risks at Group level

A distinction should be made between the risks common to the four divisions and those specific to each segment.

Risks common to all four segments

Risks associated with project execution

The main characteristic of the Group's main activities is the commitment made when submitting a proposal to perform a task that is by its nature unique, for a price with predetermined terms and within an agreed time schedule.

The risks are mainly related to:

  • "upstream phase", i.e. before the contract is signed:
    • poor assessment of the project or client;
    • design and costing errors;
    • errors in assessing the terms of the contract;
    • overestimation of available internal resources, and
    • poor evaluation of subcontracting.
  • "downstream phase", i.e. after the contract is signed:

    • insufficient or inadequate staff and supplies;
    • difficult customer relations;
    • encountering the unexpected;
    • pollution or environmental accidents;
    • changes imposed by the client during the work;
    • poor contract management;
    • changes in the cost of materials and supplies;
    • supply chain disruption and shortages of raw materials and labour;
  • failure of partners (co-contractors, suppliers, subcontractors) or clients;

  • organisational, technical, contractual, administrative and regulatory difficulties in performing the contractual objective, which may affect the Group's deadlines, costs, cash flow, quality and reputation, and
  • dispute of the invoice and the final account by the customer.

The measures for managing the aforementioned risks are:

  • "upstream" :
    • prior analysis;
    • negotiation with the client to aim for a balanced sharing of risks;
    • consideration by the Engagement Committee prior to submitting tenders for projects exceeding a certain threshold;
    • assessment of the appropriate size of teams involved, and
    • incorporation of feedback in the design phase.
  • "downstream" :
    • organising project site preparation;
    • setting up specific and appropriate management systems;
    • applying price revision formulae or upstream consideration of the impact of variations in costs not covered by the formulae;
    • transferring risk to subcontractors and suppliers;
    • prior selection of technical solutions and equipment;
    • dialogue with the customer and project owner;
    • drafting contractual clauses stipulating reciprocal commitments;
    • providing payment guarantees,
    • arranging insurance policies.

Risks related to inflation

Inflation remains relatively high in both Belgium and Poland, but has largely receded from its peak in 2022-2023. Inflation risk is mitigated by:

  • inserting a price revision clauses in contracts, and
  • concluding lump-sum contracts with certain subcontractors and/or suppliers.

Economic risks

The Group's four segments are by nature subject to strong cyclical fluctuations. Nevertheless, this observation must be qualified for each segment, since the key factors can vary between them.

Thus, the construction and real-estate development activities related to the office property market move in line with the traditional economic cycle, while the residential business depends more directly on general economic conditions, consumer confidence and interest rates.

The measures taken by the Group to manage these risks are:

  • diversification of the Group's activities;
  • monitoring of upstream orders through the "selective bidding" procedure, and
  • monitoring changes in the order book and project performance.

Legal risks

Segment activities are based on contracts that are subject to a complex regulatory environment as concerns the places where services are performed and the fields of activity involved. Disputes may arise during the performance of contracts, resulting in particular from assessment differences of new elements during performance, a change in the customer's governance, new case law, even or a misinterpretation of contractual clauses.

Information on the main disputes and arbitrations in which the Group is involved is provided in note 29 (Disputes) of the consolidated financial statements. These disputes are reviewed at the year-end date and, if necessary, provisions are made to cover the estimated risks.

Risk management measures mainly involve the inclusion of contractual clauses to :

  • passing on to the customer any additional costs and/or time resulting from changes made at the customer's request after the contract has been signed
  • stopping the work in case of non-payment;
  • excluding consequential damages;
  • excluding or limiting liability for existing pollution;

  • limiting contractual responsibility for the entire project to a reasonable share of the contract amount;

  • capping penalties for delay and performance at an acceptable percentage of the contract amount;
  • providing for an adjustment of the contractual provisions (price, deadline) in the event of legislative, fiscal or regulatory changes;
  • inserting a force majeure clause (political risk, unilateral decision of the customer or granter, economic disruption, bad weather) or early termination of the project, and
  • ensuring that insurance cover is activated.

Legislative and regulatory compliance

Given the diversity of their activities and geographical locations, the Group's different Business Units are exposed to a specific legislative and regulatory environment which vary depending on the location where the services are provided and the professions concerned.

In particular, these must comply with the rules relating to:

  • the procedures for awarding and performing public or private law contracts;
  • construction law, particularly the technical rules governing the provision of services, supplies and works, and
  • environmental law, economic law, labour law, social law and competition law.

The Group's ability to adapt to new regulations and how it monitors standards enables it to significantly control legislative and regulatory risks.

IT security risks

In the digital and teleworking era, IT risks increasingly constitute threats that are liable to slow down the activities of the Business Units or compromise the integrity of their most valuable resources and data.

The main IT risks are viruses and malware, fraudulent email, cyber-attacks, loss of confidential information, operating errors, risk of physical loss or theft, and misappropriation.

CFE's risk management measures can be summarised as follow:

  • installation of professional antivirus software on all workstations and servers, with regular updates;
  • installing additional authentication systems for technical users (administrators);
  • implementing Privileged Identity Management ("PIM") controls to grant specific high-privilege actions only to standard IT users for a limited time and after approval by a central high-level expert;
  • installing security solutions for cloud solutions (SaaS) used by CFE and to secure Internet use :
  • using secure tunnels ("VPN") to connect users working remotely ;
  • removing public access to critical applications via the Internet without a VPN;
  • delivering regular cyber security training and awareness-building sessions for all staff, sharing how to protect yourself from a cyber security attack (phishing, data theft etc.);
  • adding a professional service to Outlook for reporting and analysing "phishing" e-mails;
  • implementing an email protection solution that scans all incoming emails and blocks phishing attempts and known malware before they reach the inboxes of CFE employees;
  • implementing a well-configured and up-to-date complex password and multi-factor authentication strategy;
  • using external service providers to analyse systems and alert on anomalies pointing to a potential security incident;
  • using the Chief Information Security Officers to audit the implementation of our security policies;
  • commissioning a red teaming exercise carried out by an ethical hacker on some of the Group's entities to check the effectiveness of the security protection systems and their effective implementation;
  • restricting access to confidential and sensitive records according to user profiles: in this regard, records and resources are partitioned by department, with authentication;
  • setting up an effective backup system;
  • systematically training employees in the use of applications and software;
  • systematically checking each request for a new application against a security checklist to ensure that it complies by design with the Group's security policies, or giving advice on their implementation, and
  • an annual assessment by the Group's IT partner of its IT security and business continuity practices, using a maturity questionnaire.

The year 2024 was characterised by numerous interventions by dedicated IT teams, with no significant consequences for the Business Units concerned.

Operational risks specific to the Construction & Renovation and Multitechnics segments

Risks related to customer solvency

Both these segments are exposed to the risk of customer insolvency. The measures for managing these risks are:

  • checking the creditworthiness of customers when submitting tenders;
  • regularly monitoring the outstanding amounts owed by customers and adapting, if necessary, the position of the Business Unit concerned vis-à-vis the customer, and
  • for customers showing a material credit risk, requiring down payments and/or first demand bank guarantees before work starts.

Risks related to the management and workforce

The challenge of attracting and retaining talent is essential in a group where the construction business is evolving very quickly and where specialisation and job-specific expertise gives a competitive advantage in responding to calls for tender.

The Construction and Renovation activities and the Multitechnics segment are experiencing a chronic shortage of qualified supervisory staff and workers. The success of projects, in the study, preparation and execution phases, depends both on employees' qualifications and skills and on their availability in the labour market.

The measures taken by the Group to manage these risks are:

  • increasing the skills of the Group's employees through a human capital development cycle;
  • setting up a training programme for each employee;
  • developing programmes to promote internal mobility, and
  • setting up local partnerships with economic, social, institutional and academic stakeholders.

Contractual risks related to public-private partnerships

The legal and contractual risks are even greater in a public-private partnership contract (in the form of, for example, Design, Build, Finance and Maintain ("DBFM") contracts, concession contracts, ESCO energy performance contracts etc.), which may vary in duration from a few years to several decades. The risks are assessed before bid submission during the study phase, which is generally much longer than for a conventional construction contract. The main risks connected with the operation of assets given in concession relate to maintaining the viability of the asset in view of the maintenance, energy and repair objectives defined in the concession contract.

For any building or infrastructure that is operated under a public-private partnership contract, the equipment renewal cost and the works maintenance cost must be provided for on the basis of a forecast major maintenance plan.

The measures to manage these risks can be summarised as follows:

  • discussion by the Engagement Committee prior to tendering;
  • setting up the operation in a special purpose vehicle with financing that is for the most part provided through debt without recourse or with limited recourse against the shareholders;
  • involvement of the lenders in the early stages of the projects, and
  • seeking advice from external consultants.

Legal risks related to social and labour law

The social risks faced by both the Construction & Renovation and Multitechnics segments are based on the cross-border subcontracting chain mainly in the construction sector.

The main risks identified for construction sites in Belgium are the qualification of first-tier subcontracts, occupation and the absence of a checkin@work statement.

Failure to comply with social legislation may constitute a legal and reputational risk.

The following risk management measures are therefore in place:

  • putting in place sub-contracting policies;
  • implementing training applicable to all Business Units;
  • carrying out social audits of subcontractors on site with particular attention to compliance with social obligations, and
  • half-yearly analysis of social risks and establishing action plans.

The BPC Group Business Unit has been summoned several times in recent years to appear before the Courts and Tribunals for cases in these matters, for alleged breaches of employment law committed by subcontractors. The first three cases brought by the Belgian Labour Inspectorate and involving the BPC Business Unit all resulted in favourable decisions before the Brussels Court of Appeal, which are now final. The last case on social criminal matters, brought by the Inspectorate against a temporary company composed of BPC and a partner for the "Jardins de la Chasse" site, resulted in a favourable ruling at first instance on 17 December 2024. However, the Labour Inspectorate appealed against this decision on 16 January 2025.

Risks related to personal safety

The often complex projects and operations carried out by the Group's operating Business Units are subject to hazards that can jeopardise the health, safety and quality of life at work of employees and subcontractors.

In the event of an accident or near-accident, the activity of the Business Unit concerned may be seriously affected and the resumption of that activity is conditional on the implementation of appropriate corrective measures.

To reduce personal safety risks, the Group has strengthened its commitment to safety with the launch in 2023 of a new "GO FOR ZERO" safety policy'. One of the aims of this policy is to ensure that all workers, employees, partners, subcontractors, visitors and customers go home injury-free after work, whatever the operational and commercial challenges.

CFE is aiming for "ZERO workplace accidents". To achieve this, each employee applies the values of shared vigilance by ensuring their own safety as well as that of the people working alongside them. Each employee also has the opportunity to say STOP if they feel that the work being carried out could put them at risk.

In addition, CFE is implementing the following risk management measures:

  • the introduction of safety visits to construction sites by Group and Business Unit managers from the Construction & Renovation segment, with the aim of promoting safety and well-being in the workplace and fostering a culture of safety, visible exemplary behaviour, risk identification and improved communication between workers in all departments;
  • raising awareness of tidiness and cleanliness;
  • prior analysis of the risks involved as far upstream of the projects as possible and the latest at the start of operations;
  • providing appropriate personal protective equipment;
  • putting in place collective protective equipment suited to prevention procedures and operating methods resulting from risk assessments (markings, railings, stairs, etc.)
  • conducting internal and external audits to assess procedures relating to projects with an impact on well-being at work;
  • setting up partnerships with external organisations;
  • organising innovative training and awareness-raising events, such as virtual reality training, to meet the Group's needs as best as possible;
  • including clauses in contracts dedicated to the safety of subcontractors, and
  • complying with health-related and environmental measures put in place by the local authorities.

Operational risks specific to the Real Estate Development segment

Risks relating to the economic environment

Projects are currently situated exclusively in Belgium, Luxembourg and Poland.

A change in the principal macroeconomic indicators, the geopolitical environment and the economic cycle more generally may impact the confidence of households, investors and private and public entities, and may bring about (i) a fall in demand for housing and retail properties, as well as other categories of real estate, (ii) lower sale prices and lower returns on which those sale prices may be calculated, and (iii) a higher risk of default by service providers, building contractors and other stakeholders.

Variations in interest rates may affect the ability of households and investors to acquire residential properties and, consequently, diminish the demand for such class of assets.

On the office market, variations in long-term interest rates may also affect the return on which the price of office properties is calculated. Such variations may also have a significant impact on the segment's ability to sell residential or office properties.

However, certain factors can help mitigate these risks:

  • due to the shortage of well-located land, supply and demand are in principle under increasing pressure;
  • sectoral diversification of customers;
  • the value of real estate is primarily determined by the commercial value of the location of the property, and
  • investments are concentrated in sub-regions with high purchasing power.

Risks associated with the removal of the reduced 6% VAT rate on the sale of housing (off-plan) following demolition-reconstruction work in Belgium

From 30 June 2025, the reduced 6% VAT rate will no longer apply to sales of housing (off-plan) following demolition-reconstruction work. This reform has an impact on the activities of BPI Real Estate Belgium insofar as this reduced rate provided an economic stimulus to the real estate development sector and to sales. The Union Professionnelle du Secteur de l'Immobilier ("UPSI"), in association with a number of real estate developers including BPI Real Estate Belgium, lodged an action for annulment with the Constitutional Court against the provisions limiting the favourable 6% VAT regime for the supply (sales) of real estate. The Constitutional Court rejected this action for annulment in a decision dated 20 February 2025. However, the new Federal Government has since announced that the favourable 6% VAT regime for the supply (sale) of real estate is to be extended. The precise details of this extension are not yet known at the time of writing.

Risks related to real estate acquisitions

Before acquiring land for development, the Business Units in the Real Estate Development segment study the financial, technical and town planning feasibility of the real estate project. Those feasibility studies are carried out by external experts or consultants and are based on assumptions concerning economic, market and other conditions (including estimates of potential sale prices). Despite these Business Units' diligent approach, it is possible that they fail to take account of - or do not know - all the relevant factors needed to make an informed decision.

To reduce this risk, the following measures have been taken:

  • systematic prior review of all property acquisitions by the CFE's Investment Committee, and
  • inserting suspensive conditions in land purchase contracts.

Risks related to real estate development

All projects are dependent on planning, building and environmental permits being granted. Consequently, any project may be affected by (i) inability to obtain, maintain or renew the necessary permits or (ii) any delay in the obtaining, maintaining or renewing of those permits, as well as (iii) the Business Units being unable to comply with the conditions of those permits. In fact, the number of appeals lodged against permits for new projects is on the increase, especially in the Brussels region.

Furthermore, changes made by the competent authorities to the legal framework and the administrative procedures surrounding the filing for, delivery or validity of such permits may have a negative impact on the financial result of a project.

The following management measures are therefore in place:

  • ensuring that managers and staff have the necessary knowledge concerning planning and permit law;
  • using the services of external consultants specialising in planning law in the region concerned;
  • prior review of planning permit when developing buildings,
  • insurance policies to cover the risk of withdrawal or cancellation of permits, and
  • ongoing assessment of and compliance with changes to planning permits and authorisations, and anticipation of possible changes.

Furthermore, project delivery may be delayed or compromised by various factors, such as weather conditions, building site accidents, natural disasters, industrial disputes, shortage of equipment or building materials, accidents or other unforeseen difficulties. The Business Units in the Real Estate Development segment can also incur additional project construction and development costs and penalties that exceed the initial estimates and lead times.

To mitigate these risks, the following measures are in place:

  • transferring construction risks to subcontractors;
  • almost systematic assigning of project construction to CFE subsidiaries, and
  • arranging appropriate insurance policies.

Liquidity and financing risks

The development of projects involves substantial investments that are primarily financed by equity and external financing sources.

It is possible, although not likely, that BPI Belgium, BPI Luxembourg or BPI Poland are unable to renew the existing finance agreements or attract new financing on commercially favourable terms.

To mitigate these risks, the following managements measures are in place:

  • diversifying funding sources;
  • increasing confirmed credit lines;
  • using a commercial paper and medium term treasury notes programme, and

• several new project finance arrangements in both Belgium, Luxembourg and Poland were put in place on similar terms to those prevailing before the health crisis.

As at 31 December 2024, BPI Belgium and its subsidiary BPI Luxembourg together had € 60 million in confirmed bilateral credit lines, of which € 3 million had been drawn down by BPI Luxembourg.

Risks related to special-purpose vehicles

To carry out some of their real estate projects, BPI Belgium, BPI Luxembourg and/or BPI Poland belong to special purpose vehicles ("SPVs") which provide real guarantees in support of their credit facilities.

The risk, in the event of the failure of this type of company and exercise of the guarantees, is that the proceeds from such exercise are not sufficient to cover some or all of the amount of shareholders' equity or equivalent used as collateral for setting up the credit facility.

The Business Units concerned therefore take measures and steps to mitigate risk, such as:

  • sharing risk with partners;
  • financing through non-recourse or limited-recourse debt against shareholders;
  • paying special attention to the preparation phase and stakeholder relations, and
  • monitoring marketing and sales momentum.

Risks related to the ability to sell projects

The activity, financial position, results and prospects of Business Units' operating in Real Estate Development are almost entirely dependent on the sale of its projects.

Investments in real estate projects for which no planning permission has been obtained yet are relatively illiquid. The Business Units concerned may be unable to find a suitable buyer for this type of asset if it needs cash. Moreover, market conditions may force them sell their projects at lower prices than planned.

The segment's inability to generate positive cash flow from project sales can adversely affect its capacity to repay its debts.

To mitigate this risk, the following measures and factors come into play:

  • carrying out careful market research before any investment and during development;
  • inserting suspensive conditions in land purchase contracts.
  • limiting unsecured transactions, with a minimum pre-commercialisation threshold required;
  • elasticity of demand in the residential market, and
  • adopting a conservative and prudent financing strategy, characterised by diversification of financing sources and a broad group of banking partners.

Risks related to portfolio concentration

The vast majority of projects in this segment are residential. Consequently, any slowdown or regulatory changes or any market changes affecting the residential market may have a considerable negative impact on the segment's results and operations.

In the financial year 2023, BPI Luxembourg was particularly affected by a slowdown in the sector and the market has recovered only slightly in 2024.

The Group therefore takes the following risk management measures:

  • diversifying the portfolio and projects, in Belgium, Poland and Luxembourg, and
  • maximising anticipation of any legislative change likely to impact projects by providing for an adjustment of the contractual provisions (price, deadline) in the event of legislative, fiscal or regulatory change.

Risks related to stakeholders

The Real Estate Development segment maintains contractual relations with several parties, such as partners, investors, tenants, entrepreneurs, financial institutions and architects. Those stakeholders may experience disruptions in their operations or be confronted with financial difficulties that may cause a delay or total inability to meet their contractual obligations.

The Business Units of the Real Estate Development segment are therefore ensuring that the following measures are implemented:

  • strengthening controls for awarding and monitoring works;
  • including guarantees in contractual agreements, with a preference for first demand bank guarantees;
  • prior screening and ongoing monitoring of stakeholder creditworthiness, and
  • arranging appropriate insurance policies.

Risks specific to the Investments & Holding segment

DEEP C HOLDING (PORT CONCESSIONS IN VIETNAM)

Geopolitical risk

The political situation in Vietnam has been stable for many years. However, even if highly unlikely, political risk can never be completely ruled out.

Therefore, other than monitoring the evolution of the country's political situation, no other specific measures to manage this risk are currently in place.

Liquidity and financing risks

Project development requires significant investment.

Deep C Holding may be exposed to liquidity risk, in particular:

  • obligations to repay existing debt, and
  • general needs.

Deep C Holding has therefore put in place corporate financing with its subsidiary Infra Asia Investment HK, as well as local financing in Vietnam to finance both fixed assets such as warehouses or leased infrastructure, and the working capital requirements of the various industrial zones etc.

Green Offshore (minority stakes in Belgian offshore wind farms, Rentel and SeaMade)

Given that (i) the two wind farms are built, financed and fully operational and (ii) a minimum price for the electricity produced is guaranteed by a green certificate mechanism, the significant residual risks are:

  • maintenance budget overruns, and
  • the production of green electricity, which depends on weather conditions and the availability of wind turbines.

1.3. Major events after the close of the financial year

No significant change in the Group's financial and commercial situation has occurred since 31 December 2024.

1.4. Research and development

In 2024, the Group pursued a number of innovative projects. One of these projects involves kitting, which the BPC Group Business Unit has successfully trialled on its Erasme I and Tervuren sites. This intelligent logistics tool is aimed in particular at delivering goods to a consolidation centre, re-palletising ad hoc and LEAN-compliant phased delivery directly to the work area concerned. The Group's digital transition also accelerated in 2024 by stepping up its efforts to develop tools based on artificial intelligence. These advances are part of the Group's drive to modernise its approach to the building industry and offer its customers safer, sustainable, high-performance solutions.

For example, the Group has been working on a project based on artificial intelligence, called "AI-Generated Income Forecasting for Construction Sites". The initial aim of this project was to use historical cash flow data from the sites of the Construction & Renovation segment to create scripts applying polynomial regression at different degrees in order to optimise cash flow forecasts. Artificial intelligence would be used to adapt these scripts dynamically, taking account of project sectors (residential, logistics, industrial, etc.), building heights and foundation methods. Moreover, the teams explored potential applications in 2024, considering that future professional development could benefit from the integration of ERP systems, with data being a key factor.

Finally, CFE Poland continues to use and update its parametric design model that generates a 3D model, a carbon footprint assessment and a budget estimate for logistics or industrial projects in just a few clicks. This tool helps to understand the impact of different parameters on project budgets and carbon footprints, enabling the Group to propose more optimal buildings to its customers.

1.5. Financial instruments

The Group has defined a system of investment limits to manage the counterparty risk. This system determines maximum amounts eligible for investment by counterparty defined according to their credit rating published by Standard & Poor's and Moody's. These limits are regularly monitored and updated.

1.6. Outlook 2025

The medium- and long-term outlook for CFE is positive, thanks to its positioning in the growth markets of renovation and energy performance improvement of existing buildings, the development of infrastructure linked to the energy transition and sustainable mobility as well as industrial automation.

The Real Estate market remains disrupted in the short term, both in the residential and office sectors. BPI Real Estate is expected to post a positive net income in 2025, although the extent of this will depend on the strength and speed of the real estate market recovery in Belgium as in Luxembourg.

VMA expects a stable activity level for 2025 combined with an improvement in operating margin. At MOBIX, the benefits of the diversification of its operations is set to intensify in 2025.

The Construction & Renovation subsidiaries anticipate a decline in sales in 2025, given the persistently unsettled economic environment. Priority will be given to selectively taking on new orders and improving operating performance.

CFE expects a moderate contraction in turnover in 2025 and net income close to that of 2024.

III. CORPORATE GOVERNANCE STATEMENT

1. Reference code

With regard to corporate governance, this statement contains the information required by the Code of Companies and Associations ("CSA"), as well as by the Belgian Corporate Governance Code 2020 ("Code 2020").

CFE has adopted the 2020 Code as its code of reference and applies its recommendations in accordance with the "comply or explain" principle.

The Company's Corporate Governance Charter and Dealing Code can be consulted on the Company's website www.cfe.be.www. cfe.be.

This Corporate Governance Statement describes the composition of the CFE's Board of Directors and its Committees, and how they operate. It comments on the practical application of CFE's governance rules during the fiscal year ending 31 December 2024. It also specifies the provisions of the Code 2020 the Company does not comply with and explains these derogations. It also includes the remuneration policy and the remuneration report. Lastly, it reflects the main features of the Company's internal control and risk management systems.

2. The Board of Directors and its Committees

2.1. Board of Directors

The Company has opted for a single-tier structure. Consequently, the Board of Directors is responsible for the general conduct of the Company's business and is accountable for its management in accordance with articles 7:93 and 7:94 of the CSA.

The Board of Directors determines the direction of the Company's activities, its strategy and key policies. It examines and approves related significant operations, ensures that they are properly executed and defines any measures needed to carry out its policies. It decides on the level of risk the Company is prepared to take.

In particular, the Board of Directors:

  • approves the general internal control and risk management system and checks that this system is correctly implemented;
  • takes all measures needed to ensure the integrity of the financial statements;
  • supervises the activities of the auditor;
  • reviews the performance of the CEO and the Executive Committee, and
  • ensures that the special committees within the Board of Directors function properly and efficiently.

2.1.1. Members of the Board of Directors as of 31 December 2024

LUC BERTRAND
Capacity Non-executive director - Chairman (since February 2016)
Committees Chair of the Nomination and Remuneration Committee since May 2021
Nationality and year of birth Belgian, born 1951
First appointment as Director December 2013
Current term of office expires 2025 AGM
Training and experience Luc Bertrand obtained a commercial engineering degree from KU Leu
ven in 1971. He started his career at Bankers Trust, where he worked as
Vice-President and Regional Sales Manager, Northern Europe. He was
appointed director of Ackermans & van Haaren in 1985 and was chair
man of the Executive Committee until 2016.
He is Chairman of the Board of Directors of Ackermans & van Haaren,
DEME, SIPEF and JM Finn and a director of Delen Private Bank, Bank Van
Breda (until 4 May 2023) and Verdant Bioscience.
Luc Bertrand has extensive expertise in corporate governance. Having
served on a number of audit and risk committees, he is well versed in risk
management and internal control systems.
He was also a founding member of Guberna, a Belgian institute that
promotes sound governance, and for many years was Chairman of its
Board and then Chairman of its Board of Trustees. He is also Chairman of
the Institut de Duve and Middelheim Promotors, and a member of sever
al other boards of non-profit associations and public institutions such as

the Mayer van den Bergh Museum and Europalia.

in continuous training courses to identify ESG risks and opportunities and

PIET DEJONGHE
Capacity Non-executive director
Committees Member of the Audit Committee (since June 2022)
Nationality and year of birth Belgian, born 1966
First appointment as Director December 2013
Current term of office expires 2025 AGM
Training and experience Piet Dejonghe received, after a degree in law (KU Leuven, 1989), a post
graduate degree in management (KU Leuven, 1990) and an MBA from
INSEAD (1993). He is co-CEO of Ackermans & van Haaren. Before joining
them in 1995, he was a lawyer with A§O Shearman and a consultant with
BCG. As a member of the investment team of Ackermans & Van Haaren,
Piet Dejonghe participates in continuous training to identify ESG risks and
opportunities and stays updated on ESG regulations. Piet Dejonghe is
also a member of Ackermans & Van Haaren's ESG steering committee,
where he monitors and advises on Ackermans & Van Haaren's ESG stra
tegic priorities and progress.

KOEN JANSSEN
Capacity Non-executive director
Committees /
Nationality and year of birth Belgian, born 1970
First appointment as Director December 2013
Current term of office expires 2025 AGM
Training and experience Koen Janssen received, after a degree in civil engineering and elec
tromechanics (KU Leuven, 1993), an MBA from IEFSI (France, 1994). He
worked for Recticel, ING Investment Banking and ING Private Equity before
joining Ackermans & van Haaren in 2001. He is a member of the Exec
utive Committee. Koen Janssen has expertise in, among other things,
offshore energy solutions, marine infrastructure, environmental projects,
energy storage facilities and biogas installations. As a member of the
Ackermans & Van Haaren investment team, Koen Janssen participates

stays updated on ESG regulations.

AN HERREMANS
Capacity Non-executive director
Committees /
Nationality and year of birth Belgian, born 1982
First appointment as Director June 2022
Current term of office expires 2026 AGM
Training and experience An Herremans received a Master's degree in Business Engineering from
the KU Leuven and a Master's degree in Finance from the Vlerick Business
School. She has worked as Strategy Office Manager at Barco and as
Senior Consultant at Roland Berger Strategy Consultants. She is currently
a member of the Executive Committee at Ackermans & van Haaren. As
a member of the Ackermans & Van Haaren investment team, An Herre
mans takes part in continuous training to identify ESG risks and opportu
nities and stays updated on ESG regulations.

WARAKU BV, represented by HELENE BOSTOEN
(since 1 January 2024 following co-optation, previously Hélène Bostoen as an individual)
Capacity Independent Director
Committees Member of the Audit Committee since May 2021
Nationality and year of birth Belgian, born 1977
First appointment as Director May 2021
Current term of office expires 2025 AGM
Training and experience Hélène Bostoen is a management engineer (Solvay Business School,
ULB, Brussels) and holds an MBA from INSEAD. She began her career at
Merrill Lynch in New York. In 2005, she founded Itza Food, now Mexma
Food, which produces tortillas. In 2007, she took over the management
of a family group, Fenixco, active in residential real estate development
in Belgium, Poland and France. She is an independent director of Home
Invest Belgium and Abattoir NV and is co-chair of the UPSI-BVS profes

sional federation's developers' commission.

LIEVE CRETEN BV, represented by LIEVE CRETEN
Capacity Independent Director
Committees Chair of the Audit Committee since July 2022
Member of the Nomination and Remuneration Committee since July
2022
Nationality and year of birth Belgian, born 1965
First appointment as Director May 2022
Current term of office expires 2026 AGM
Training and experience Lieve Creten is a management engineer (KU Leuven, 1989) and also
holds a Master's degree in taxation (1989). She was a partner at Deloitte
for over twenty years, where she developed the M&A practice and led
the Financial Advisory practice as a Managing Partner from 2008 to 2019.
She was a member of the Executive Committee of Deloitte Belgium until
2019. In addition, she was a member of Deloitte Financial Advisory's glob
al executive team from 2015 to 2021. Lieve Creten is currently active as an
independent director in several companies and also as an independent
consultant.

B Global Management SRL, represented by STÉPHANE BURTON
Capacity Independent Director
Committees Member of the Nomination and Remuneration Committee since June
2022
Nationality and year of birth Belgian, born 1973
First appointment as Director June 2022
Current term of office expires 2026 AGM
Training and experience Stéphane Burton received a Master in Law at the Catholic University
of Leuven (1996), a Master in Social, Economic & Tax Law at Universiteit
Gent (1997) and a Global Executive MBA from INSEAD (2013). He began his
career as a corporate lawyer, before joining the TAT/Sabena Technics
group in 2007. He held a number of different positions, becoming director
of the Belgian subsidiaries in 2008 and a member of the Group Man
agement Board in 2009. In 2014, he led a management buy-out of the
Belgian subsidiaries
In 2014, he led a management buy-out of the Belgian subsidiaries of the
group and has since continued – as CEO - to develop the ORIZIO group,
which was created by the merger of Sabena Aerospace and Sabca, now
Orizio Group.
He is also Vice-Chairman of Liege Airport and an independent director
of SECO, Charleroi Airport and Sopartec/UCLouvain- Technology Transfer
Office.

Fernando Sistac Management et Conseil SAS, represented by FERNANDO SISTAC (since 26 March 2024 following co-optation, previously Fernando Sistac as an individual)

Capacity Non-executive director
Committees /
Nationality and year of birth French, born 1959
First appointment as Director May 2023
Current term of office expires 2027 AGM
Training and experience Fernando Sistac is a civil and geotechnical engineer (Polytech Lille, 1982).
Until 2022, he was Managing Director of Vinci Environnement and Chief
Operating Officer of Entrepose Group (Vinci). He joined the Vinci group
in 2000 as CEO of CBC (Sogea Group). From 2012 to 2016, he was Deputy
Managing Director of Vinci Construction France, and from 2016 to 2018,
Chief Operating Officer of Vinci Construction France. He was a member
of the Comex of Vinci Construction France until 2018.

In view of the expiry of several directorships (including one as an independent director), it will be proposed, on the recommendation of the Nomination and Remuneration Committee, at the Ordinary General Meeting of 30 April 2025, to renew for a period of four years the appointment of Luc Bertrand, Piet Dejonghe and Koen Janssen as directors and of Waraku BV, represented by Hélène Bostoen as an independent director.

2.1.2. Composition and diversity of the Board of Directors

The composition of CFE's Board of Directors reflects the company's controlling shareholders. CFE is controlled by Ackermans & van Haaren SA, a Belgian company whose shares are listed on Euronext Brussels, and by VINCI Construction SAS. As at 31 December 2024, CFE's eight-member Board of Directors includes four representatives put forward by the leading shareholder, Ackermans & van

Haaren NV, and a representative put forward by VINCI Construction SAS.

This situation of control also justifies the presence on 31 December 2024 of representatives put forward by the leading shareholder, Ackermans & van Haaren NV, at the Audit Committee (one member out of three) and on the Nomination and Remuneration Committee (one member out of three).

The composition of the Board of Directors is also based on a balance between experience, competence and independence, with respect for diversity, in particular the equality between men and women. The Board of Directors includes a sufficient number of independent directors to ensure that the interests of all the Company's shareholders are respected, and one-third of its members are women, thus meeting the requirements of article 7:86 of the CSA.

The balance of attendees is re-evaluated each year by the Nomination and Remuneration Committee.

2.2. Role of the Chairman of the Board of Directors

The duties of the Chairman of the Board of Directors are detailed in the Company's Corporate Governance Charter.

The Chairman maintains close links with the Chairman of the Executive Committee and ensures, in close collaboration with the latter, that the Board of Directors, in its composition, deliberations, decision-making and implementation of decisions, operates in accordance with the provisions of the Charter, and draws up, again in close collaboration with the Chairman of the Executive Committee, the agenda for Board meetings.

Generally speaking, the Chairman of the Board also ensures effective communication with all directors, creating a climate of trust that allows open discussion and constructive criticism, and with the Company's shareholders and other stakeholders.

The Chairman is also in charge of the various evaluation procedures for the Board and its Committees.

2.3. Attendance, functioning and competences of the Board of Directors

The Board of Directors is organised so as to ensure that decisions are taken collectively in the interests of the Company and in a way that allows work to be carried out efficiently.

The Board of Directors meets at least five times a year, at times set at the beginning of the year, and whenever the Company's interests so require.

The Board of Directors met on six occasions in 2024.

The attendance rate for Board meetings in 2024 is shown below:

Name Capacity Attendance rate
Luc Bertrand Non-executive director, Chairman 6/6
Piet Dejonghe Non-executive director 6/6
Koen Janssen Non-executive director 6/6
An Herremans Non-executive director 6/6
Waraku BV, represented by Hélène Bostoen Independent Director 5/6
Lieve Creten BV, represented by Lieve Creten Independent Director 5/6
B Global Management SRL, represented by Stéphane Burton Independent Director 6/6
Fernando Sistac Non-executive director until 26 March 2024 2/2
Fernando Sistac Management& Conseil SAS, represented by
Fernando Sistac
Non-executive director since 26 March 2024
(following co-optation)
4/4

In addition to defining corporate strategy and culture and supervising the work of the Committees, the Board of Directors approves the statutory and consolidated financial statements and the management report, decides on the appropriation of profits and the publication of financial and non-financial information.

Specific decisions taken by the Board of Directors in 2024 mainly concerned:

  • approval the financial statements for 2023 as well as the financial statements for the first half of 2024;
  • examination of the 2024 budget updates;
  • examination of the 2025 budget;

  • changes in safety instructions;

  • review of the strategic plans of the Group's main Business Divisions;
  • review of matters that were presented at Engagement Committee. meetings;
  • examination of the financial situation of CFE, changes in its debt levels and its working capital requirement;
  • review and update of the ESG strategy and double materiality matrix as part of the CSRD (as shown in more detail in the Sustainability Statement;
  • update of the delegation of powers;
  • the development plan by BStor ;
  • the approval of a new Code of Conduct and Business Integrity Policies;
  • examination of changes in the value of real-estate projects, and
  • approval of the acquisition and sale of several real estate projects worth more than € 10 million.

During the 2024 financial year, the Directors were not faced with any situations of conflict of interest. Consequently, articles 7:96 and 7:97 of the CSA are not applicable in 2024.

Periodic review procedures are organised by the Board of Directors in accordance with Article II.6 of the Charter. These are held upon the initiative and under the direction of the Chairman. As announced during the previous financial year, an evaluation of the operation of the CFE Board of Directors and its interaction with the Executive Committee was carried out by an independent body (Guberna) at the end of 2024. The conclusions of this assessment were shared at the first board meeting of 2025.

3. Executive Board Committees

CFE has two Committees within the Board of Directors, namely the Audit and Risk Management Committee ("Audit Committee") (in accordance with article 7:99 of the CSA) and the Nomination and Remuneration Committee (in accordance with article 7:100 of the CSA).

3.1. The Audit Committee

Generally speaking, the Audit Committee monitors the preparation and verification of the Company's accounting and financial information, as well as the effectiveness of the systems of internal control, supervision and risk management.

As at 31 December 2024, the Audit Committee comprised three members, two of whom are independent within the meaning of article 7:87 of the CSA and the 2020 Code. These are Creten BV represented by Lieve Creten and Waraku BV, represented by Hélène Bostoen1 . The other member, Piet Dejonghe, is a representative of the leading shareholder.

As a whole, the Audit Committee has the requisite skills in accounting, auditing and IFRS, thanks in particular to its members' studies and experience in financial and real estate companies.

The Audit Committee met four times in 2024, examining in particular:

  • the quarterly financial statements for the first and third quarters of 2024;
  • the draft 2025 budget before it was presented to the Board of Directors;
  • the reports of the internal auditor;
  • changes in the results of the main projects;
  • changes in the Group's cash position and the working capital requirement;
  • IT security within the Group;
  • the tax position of the various Group entities;
  • insurance policies;
  • non-financial indicators, the double materiality matrix and the introduction of CSRD reports;
  • the Group's off-balance sheet commitments, in particular the bank guarantees, and
  • the auditor's reports.

In 2024, the Audit Committee paid particular attention to the group's internal controls and monitored steps taken by CFE to improve them. It also paid particular attention to some of the more loss-making sites, such as the ZIN and LuWa projects.

The term of office of Audit Committee members coincides with their term of office as Directors.

Members of the Audit Committee Current mandate Participation rates
Lieve Creten BV, represented by Lieve Creten (Chair) 2022-2026 4/4
Waraku BV, represented by Hélène Bostoen1 2021-2025 3/4
Piet Dejonghe 2021-2025 4/4

1 Since 1 January 2024, following the co-optation of Waraku BV as a director of the Company. Hélène Bostoen was previously a member of the Audit Committee as an individual.

Unless the Audit Committee decides otherwise, the Chairman of the Executive Committee, the CFO and the Head of Internal Audit attend Audit Committee meetings. Once every three years, the Board of Directors assesses the size, composition and functioning of the Audit Committee, as described in greater detail in article II.6 of the Charter.

3.2. The Nomination and Remuneration Committee

Generally speaking, the Nomination and Remuneration Committee ensures fair remuneration within the Group, taking into consideration regulatory standards, targets set, and the risks and the rules of conduct set out in the Charter. The Nomination and Remuneration Committee also ensures that the best people are selected to oversee and manage the Company.

As at 31 December 2024, The Nomination and Remuneration Committee comprised three members, two of whom are independent within the meaning of article 7:87 of the CSA and the 2020 Code. These are Lieve Creten BV represented by Lieve Creten and B-Global Management SRL represented by Stéphane Burton. Luc Bertrand is Chairman of the Board of Directors and a representative of the leading shareholder.

As a whole, the Nomination and Remuneration Committee has the requisite expertise in the area of remuneration.

The Nomination and Remuneration Committee met three times in 2024 and examined, in particular:

  • the fixed and variable remuneration of the CEO;
  • the fixed and variable remuneration of the members of the Executive Committee and the directors;
  • the annual remuneration report;
  • the remuneration of the directors;
  • monitoring talent development and succession planning, and
  • implementation of a new LTI plan.

The term of office of the Nomination and Remuneration Committee members coincides with their term of office as directors.

Members of the Nomination and Remuneration Committee Current mandate Participation rates
Luc Bertrand, (Chairman) 2021-2025 3/3
Lieve Creten BV, represented by Lieve Creten 2022-2026 3/3
B Global Management SRL, represented by Stéphane Burton 2022-2026 3/3

Whenever remuneration is discussed, the Company's Human Resources Director, i.e. Focus2LER BV, represented by Valérie Van Brabant, is always invited to attend the Nomination and Remuneration Committee meeting.

As for the Audit Committee, every three years the Board of Directors assesses the size, composition and functioning of the Nomination and Remuneration Committee, as described in greater detail in article II.6 of the Charter.

4. The Executive Committee

On 29 June 2022, the Company's Board of Directors set up an Executive Committee comprising at least five members of management, and delegated day-to-day management of the Company exclusively to the Chairman of the Executive Committee, known as the CEO.

The members of the Executive Committee are considered as other managers within the meaning of the CSA and as persons discharging managerial responsibilities within the meaning of the European Market Abuse Regulation.

At its meeting in August 2024, the Board of Directors confirmed the appointment of Trorema SRL, represented by Raymund Trost, as the Company's delegate for day-to-day management and updated the delegation of powers to the Executive Committee.

Under the chairmanship of the CEO, the Executive Committee is essentially responsible for examining the general management of the Company and the CFE Group, and more particularly for:

  • I. making recommendations to the Board of Directors concerning the strategy of the Company and Group;
  • II. executing this strategy;
  • III. ensuring the day-to-day and operational management of the Company and the Group and reporting to the Board of Directors;
  • IV. providing the Board of Directors in due time with all the information it needs to fulfil its responsibilities, and
  • V. ensuring compliance with its obligations to the Board of Directors and reporting to the Board.

The CEO, assisted by the Executive Committee, and within the limits of day-to-day management and the powers conferred on him by the Board of Directors, also conferred delegations of authority and established a list of Company's authorised agents and defined their signing powers in September 2024.

Executive Committee members are appointed and dismissed by the Board of Directors. In principle, they are appointed for an indefinite period. The Board of Directors ensures that the Executive Committee is made up of people of integrity, with a wide range of professional skills, and with the knowledge, experience and complementary skills required to carry out their duties properly.

On 31 December 2024, the Executive Committee was composed of * :

TROREMA SRL, represented by Raymund Trost
Capacity Chair of the Executive Committee
Chief Executive Officer of CFE ("CEO")
Nationality and year of birth Belgian, born 1964
Training and experience Raymund Trost holds a Master's degree in Economics and International Finance as well as a
Master's degree in European Affairs & Econometrics (University of Leuven - 1987) and has un
dergone leadership training (Harvard University - 2014).
He started his career at the Ministry of Finance (Research Analyst, 1987--1998). He then worked
at BNP Paribas Fortis (Financial Analyst, 1989--1991). In 1991, he joined the European Commission
as Deputy Administrator (Audit & Finance). In 1992, he joined Owens Corning (European Busi
ness Planning Manager) and for many years held the positions of Financial Director, General
Manager and Managing Director (1996--2007). He ended his time with the company as CEO of
3B-The Fibreglass Company (Divested business by Owens Corning, 2007-2008). He then joined
Saertex as Managing Director of Strategy & Business Development (2008--2010).
In 2011, he joined Tyco Electronics (VP Telecom Networks, 2010-2011). He then served as CEO of
the Joris Ide Group (2011-2015).
In 2015, he joined the CFE Group as Chairman of the Executive Committee, CFE Contracting. Via
his management company, he is currently CEO and Chairman of CFE's Executive Committee.
MSQ SRL, represented by Fabien De Jonge
Capacity Member of the Executive Committee
Chief Financial Officer de CFE ("CFO")
Nationality and year of birth Belgian, born 1972
Training and experience Fabien De Jonge holds a Master's degree in Management (Leuven School of Management -
1995). He started his career at Arthur Andersen (Auditor, 1995-2000).
He then worked at Bank Degroof Petercam (Internal Auditor, 2000-2001).
In 2002, he joined the CFE Group where he started as Project Finance Manager. In 2004, he
combined this function with that of Head of Finance at BPI. Since 2014, he has been the Chief
Financial Officer of CFE through his management company.
Focus2LER SRL, represented by Valérie Van Brabant
Capacity Member of the Executive Committee
People Officer of CFE
Nationality and year of birth Belgian, born 1979
Training and experience Valérie Van Brabant holds a Master's degree in Business Administration (ICHEC - 2004) and
has undergone training in HR Management (Vlerick Business School - 2016-2017) as well as
training in General Management (INSEAD - 2022).She started her career at recruitment agency
Robert Half and then Robert Walters (Senior Consultant, 2004-2007).
In 2007, she joined the CFE group where she started as Recruitment and Development Con
sultant (2007-2013).
She developed her career within the group as HR Manager of Louis Stevens & Co, Mobix Rema
com, Mobix Engema, Mobix Engetec and BPI (2014-2019). In 2019, she was appointed Chief
Human Resources Officer of CFE, CFE Contracting and BPI, and member of the Executive Com
mittee of CFE Contracting (2019-2022). She is currently Chief People Officer of CFE through her
management company.

* AHO Consulting SRL, represented by Alexander Hodac, was a member of the Company's Executive Committee until 30 September 2024.

Message from the Chairman and CEO Our ambitions and achievements Management report Sustainability statements Financial statements

ARTIST VALLEY SA, represented by Jacques Lefèvre
Capacity Member of the Executive Committee
CEO of BPI Real Estate Development
Nationality and year of birth Belgian, born 1962
Training and experience Jacques Lefèvre holds a degree in Commercial Engineering (ICHEC - 1988).
In 2004, he joined the CFE group where he is Managing Director of BPI Real Estate Belgium, via
his management company. In 2007, he was appointed member of the Board of Directors of
the UPSI-BVS. In 2010, he was appointed Director of BPI Real Estate Poland and in 2014 of BPI Real
Estate Luxembourg.
Since 2018, he has chaired the Board of BPI Real Estate Poland. Since 2019, he has been a Direc
tor of Wood Shapers and Wood Shapers Luxembourg. He has also been appointed member of
the Board of Directors CFE Polska.
Bruno Lambrecht
Capacity Member of the Executive Committee
CEO of Construction & Renovation Belgium and Poland
Nationality and year of birth Belgian, born 1971
Training and experience Bruno Lambrecht holds a degree in Civil Engineering (KU Leuven, 1996) and a degree in Indus
trial Engineering (VIVES, 1993).
He started his career at Decloedt Engineering office (Coordinating monitoring the design of
a steel structure for a power plant in Germany, 1996-1997). He then worked at IBS Engineering
Office as a design and supervision manager for several projects (1997-1998).
In 1998, he joined the CFE Group as site engineer of CFE Nederland. He then worked as Project
Manager at CFE Polska (2000-2004). In 2004, he was Project Manager at CFE Brabant. In 2005,
he joined CFE Polska again as Area Manager (2005-2009), and General Manager since 2009.
Since September 2020, he has also been CEO of the Construction & Renovation Belgium seg
ment and since October 2024 CEO of BPC Group SA.
COEDO SRL, represented by Arnaud Regout
Capacity Member of the Executive Committee
Chief Investment Officer & New development Real Estate
Nationality and year of birth Belgian, born 1978
Training and experience Arnaud Regout holds an MBA in Corporate Finance (Solvay Brussels School - 2004).
He started his career at Cushman & Wakefield (Valuation Analyst, 2003) and then worked at
Ernst & Young (Senior Auditor, 2004-2007). From 2007 to 2008, he worked on several tax and
financial projects within the Besix group.
In 2008, he joined the CFE Group where he was Administrative and Financial Director of BPI Lux
embourg and of the activities in Morocco and Tunisia (2008-2012). In 2012, he was appointed
Deputy Director of BPI Luxembourg. He was then appointed Director of BPI Luxembourg where
he was responsible for the development of real estate activities (2014-2015). Since 2015, he has
been Chief Investment Officer of BPI and Managing Director of BPI Luxembourg.
CONSULTON VoF, represented by Peter Matton
Capacity Member of the Executive Committee
CEO of VMA
Nationality and year of birth Belgian, born 1965
Training and experience After studying industrial engineering, Peter Matton began his career in a commercial role at
ABB Industry. He ran his own HVAC distribution company from 1995 to 1998, after which he
joined ABB's Building Division as Sales Director.
Peter Matton has held various management positions in both private and public companies,
including Managing Director of Equans Belux, COO of the ADB Safegate Group, Divisional Man
aging Director of Rotork PLC and Chairman of IMI Norgren Europe. In these roles, he was re
sponsible for the balance sheet, finance, human resources, sales, supply chain, QHSE, R&D and
operations, among other things. At the beginning of 2024, Peter Matton joined the CFE group as
CEO of VMA, one of the companies in the group's multi-technical segment. He is a member of
CFE's Executive Committee.

The following are invited to attend all meetings of the Executive Committee as permanent guests:

  • ALCIN SRL, having as its permanent representative Philippine De Wolf in her capacity as General Counsel;
  • Isabelle De Bruyne in her capacity as Chief Sustainability Officer;
  • Hexpedition SRL, having as its permanent representative Hans Van Dromme in his capacity as Chief Information Officer, and
  • GARFUNKEL SRL, having as its representative Raphael de Visser, in his capacity as Chief Communication Officer.

Since 2023, the Executive Committee has also included various committees, including the Selection Committee and the Engagement Committee..

The role of the Selection Committee is to review and approve certain business opportunities (prospects) that a Business Unit

may wish to pursue in the ordinary course of business, where the pursuit of such a Prospect may have a significant impact on the Group's finances, human and/or financial resources and/or risk exposure.

The Selection Committee is made up of the Group CEO, the Group CFO and the Executive Committee member representing the business segment to which the relevant Business Unit belongs.

The Engagement Committee. has been set up to examine certain major binding offers which, if accepted, could have a significant impact on the Group's finances, human and/or financial resources and/or risk exposure. This Committee has itself been subdivided into three sub-committees according to the business segment concerned, namely the Construction & Renovation Engagement Committee., the Multitechnics Engagement Committee. and the Real Estate Development Investment Committee.

The Engagement Committee is made up of permanent members, namely the Group CEO, the Group CFO, the General Counsel (except for the Real Estate Investment Committee, where they are replaced by the Head of Legal of BPI Real Estate SA) and two CFE directors (representing the reference shareholder), and ad hoc members, who are for:

  • the Construction & Renovation Engagement Committee.: Executive Committee members representing the Construction & Renovation segment and a senior consultant acting as technical expert on the project under consideration;
  • the Multitechnics Engagement Committee.: Executive Committee members representing the Multitechnics segment and a senior consultant acting as technical expert on the project under consideration;
  • the Real Estate Investment Committee: Executive Committee members representing the Real Estate Investment segment and a senior consultant acting as technical expert on the project under consideration

Other people may be invited to these Committees on a case-by-case basis, depending on their particular expertise. In 2024, the Executive Committee met nineteen times, including one off-site meeting.

The Board of Directors, assisted by the Nomination and Remuneration Committee and the CEO, assesses the functioning of the Executive Committee, and in particular the contribution of each Executive Committee member to the Group's business development and results. The Chairman of the Executive Committee (in this case the CEO) does not take part in assessing their own performance.

5. Diversity policy

The Company considers that a diversified team improves the decision-making process and ultimately improves the overall performance. Diversity and inclusion are a global priority for CFE, as they are important factors for the success of the Company and its people. The Company believes that its greatest strength lies in the diversity of its team and that its employees deserve to feel at ease by being their genuine selves at work each day, irrespective of gender, ethnic origin, sexual orientation or other characteristics. The Company keeps striving to improve all aspects of diversity within its senior management team by developing a diverse pool of talents, paying attention to skills, training, experience and careers.

The procedure for selecting and appointing the members of the Board of Directors and Executive Committee is described in the Company's Governance Charter. Its composition is based on a balance between experience, competence and independence, with respect for diversity, in particular the equality between men and women.

At present, three of the eight members of the Board of Directors are women. By their complementarity, the directors' areas of expertise cover all the Group's activities and their associated risks and opportunities.

6. Conflicts of interest

With regard to conflicts of interest, the Company is subject to articles 7:96 and 7:97 of the CSA. Directors have a duty to avoid any action that would be in conflict with the interests of the Company and its shareholders. They must immediately inform the Chairman of the Board of Directors of any potential conflict of interest.

Executive Committee members are also subject to specific rules on preventing conflicts of interest, which are described in greater detail in chapter IV.7 of the Charter.

Finally, with the launch of the new Code of Conduct and Business Integrity Policies during the 2024 financial year, all CFE group employees were reminded that they are also required to avoid any conflict of interest and to identify and report such situations, where appropriate, through the Group's whistleblowing tool. The Group's Business Integrity Policies also set out in greater detail which situations are suspected of constituting conflicts of interest.

7. External and internal control and risk management

7.1. External control

The Statutory Auditor's mandate is exercised by EY Réviseurs d'Entreprise SRL, represented by Marnix Van Dooren. EY Réviseurs d'Entreprise's appointment was renewed by the Annual General Meeting of 2 May 2024, for a three-year term expiring at the close of the Annual General Meeting of 2027. The amount of the Statutory Auditor's fees is published, in accordance with article 3:65 of the CSA, in the notes to the consolidated financial statements and in the statutory financial statements.

7.2. Internal control

The Board of Directors oversees the implementation of the internal control and risk management reference framework. Generally speaking, the Audit Committee assists the Board of Directors in fulfilling its monitoring responsibilities with regard to the Group's internal and external controls in the broadest sense, including risks.

The Audit Committee's responsibilities include the following:

  • to ensure that the financial reporting of the Company gives a true, sincere and clear picture of the Company's and Group's situation and outlook;
  • to ensure the correct and consistent application of the Group's accounting standards and valuation rules, and make any necessary recommendations for any modification;
  • to review the quality and effectiveness of the Group's internal control and risk management system, to ensure that the main risks are properly identified, managed and reported (in particular, examining the double materiality matrix, as shown in more detail in the Sustainability Statement);
  • to assess the effectiveness of internal audits;
  • to review and monitor the independence of the Statutory Auditor, in particular with regard to the appropriateness of providing additional- to the Company, and
  • to make recommendations to the Company's Board of Directors concerning the appointment of the Statutory Auditor.

In addition, since 2014, the CFE Group has also hired an internal auditor whose task is to provide assurance on the degree of control over its operations within the Group, offer advice on how to improve them, and help create added value. They help the Group achieve its objectives by systematically and methodically assessing its risk management, control and governance processes, and making proposals to enhance their effectiveness.

Reporting to general management, the internal auditor maintains a close relationship with the Executive Committee and the Audit Committee, providing them with assurance on the effectiveness of risk management and internal control systems.

The internal auditor updates the risk maps drawn up for the Group's main segments: Construction & Renovation, Multitechnics and Real Estate Development.

These maps are reviewed every two years. It involves:

  • listing the main sources of identifiable internal and external risks that prevent the attainment of the segment's goals and may have financial, human or reputation consequences;
  • assessing, on a qualitative scale, the criticality of the risks based on their potential impact, probability of occurrence, and the degree of control for the various events constituting those risks, and
  • defining appropriate ways to address those risks.

Based on the risk mapping prepared by the main Business Units, risk matrices specific to each line of business allow a uniform presentation and assessment of events that are liable to affect the projects examined by the competent bodies of the Business Units.

Three audits were carried out during the 2024 financial year. They did not reveal any dysfunctions that are likely to have a material impact on the business and financial statements of the Group. Those audits concerned:

  • the management control process in the Construction & Renovation segment and the Multitechnics segment;
  • the payment process at CLE, and
  • Checkin@Work at VMA.

7.3. Internal control and risk management systems

7.3.1. System and organisation of internal control

CFE's Executive Committee is responsible for establishing common guidelines for the Group.

These directives are mainly related to:

  • safety, quality and environment;
  • integrity;
  • acceptance of new business;
  • project management and monitoring;
  • acquisitions of shares in partnerships companies (tijdelijke maatschappen/sociétés simples) in the capital of companies
  • procurement and subcontracting;
  • investment;
  • accounting and financial management;
  • human resource management;
  • legal affairs, tax and insurance management
  • internal and external communication, and
  • information technology security.

The respective managements of the Business Units are responsible for implementing these guidelines and structuring the organisation to ensure that these procedures are properly applied.

A Group-wide exercise to rewrite and recodify these guidelines was launched in 2023, under the direction of the Group's General Counsel. This exercise led to the publication in 2024 of a new Code of Conduct and the Business Integrity Policies,, as well as a series of other policies such as the whistleblower policy, the human rights policy, the crisis communication plan, the quality, health, safety and environment ("QSHE") charter, etc. This rewriting and recodification exercise will continue in 2025. At the same time as the Group-wide directives were being recodified, an awareness-raising campaign and compulsory training courses were launched throughout the Group.

CFE maintains direct and regular control over its Business Units, in particular by:

  • the presence of CFE's directors and/or members of the Executive Committee on the boards of directors of its subsidiaries and the Selection Committee and Engagement Committee.;
  • the quarterly budget review (see 7.3.5.2);
  • selecting, monitoring (due diligence) and taking the decision to acquire stakes in third-party companies and monitoring restructuring operations within subsidiaries;
  • centralising of insurance policies (subscription and project based) covering all of the Group's insurable risks;
  • pooling the Group's cash;
  • • ad hoc assignments by the internal auditor (see 7.2) aimed at:
    • monitoring the effective implementation by each Group Business Unit of the internal control procedures established in accordance with the guidelines defined at Group level, and
    • centralising the results of internal controls carried out by subsidiaries to gain a sound knowledge and understanding of the nature, intensity and location of the risks to which the Group as a whole is exposed.

The Audit Committee assesses at least annually the internal control procedures that the Executive Committee has developed to ensure that the main risks have been properly identified, reported and managed.

At the quarterly meetings of the Audit Committee, the quarterly financial figures and findings of internal audit reports are presented to the members of the Audit Committee and to the statutory auditor.

The Board of Directors is responsible for assessing the implementation of control procedures within the Group, taking the recommendations of the Audit Committee into account.

7.3.2. Internal control objectives

Internal control objectives are multiple, such as compliance with laws and regulations, application of instructions set by CFE's general management, safeguarding of assets and the reliability of financial information.

7.3.3. Scope of internal control and risk management

The scope of risk management and internal control covers all fully consolidated subsidiaries.

The Boards of Directors of the jointly-held companies, namely GreenStor, Deep-C Holding, Green Offshore and the Real Estate Development SPVs, are responsible for their internal control. However, through its representatives on the boards of these companies, CFE ensures that it promotes its own good practices.

7.3.4. Risks identified

For identification of the main risks, please refer to section II.1.2 of this Management Report.

7.3.5. Internal control activities and procedures

Some of the internal control activities and procedures set out in section 7.2 and described in more detail below are common to the entire Group, while others are specific to one or more segments.

7.3.5.1. Activities and procedures common to the whole Group

Financial reporting

CFE gives clear financial reporting instructions to the subsidiaries with deadlines and rules for preparation and valuation. An external audit of the half-yearly and annual financial statements also takes into account elements of internal control and risk management at entity level.

The adequacy of those procedures is verified and audited at regular intervals and improved if necessary. An appropriate allocation of responsibilities and coordination between the departments involved guarantee an efficient and timely communication of periodical financial information to the market.

Information security is monitored by a periodical IT audit, a proactive approach involving the implementation of updates, backup facilities and timely testing of the IT infrastructure. Business continuity and disaster recovery plans have also been put in place.

CFE keeps track of the standards in the area of financial reporting. Changes in the legal framework and their impact on financial reporting are regularly monitored by the Finance department.

Significant changes in the internal control environment or the IFRS accounting standards applied by the group are submitted to the Audit Committee for review and to CFE's Board of Directors for approval.

Quarterly budget review

Budget review meetings are held quarterly. These meetings are attended by the CEO, the CFO and the Director of Finance & Controlling of CFE, the CEO of the Business Unit concerned, the managing director or general manager of the Business Unit concerned, its COO and CFO.

The topics discussed include:

  • budgets (and their quarterly updates);
  • the volume of business for the current financial year and the detail of the order book;
  • the latest financial statements that were communicated (balance sheet and income statement);
  • the projected result of the subsidiary, with details of profit margins per project;
  • analysis of the entity's balance sheet;
  • the analysis of current risks including a presentation of legal disputes;
  • the status of guarantees granted;
  • investment or divestment requirements, and
  • the cash position and projected changes in the next 12 months.

7.3.5.2. Segment-specific business authorisation procedures

In addition to the specific procedures described above, which are common to the entire Group, authorisation procedures specific to the Construction & Renovation and Multitechnics segments on the one hand, and to Real Estate Development on the other, have been put in place for business acquisitions.

Authorisation procedures specific to the Construction & Renovation and Multitechnics segments

  • The Selection Committee (see section 4 for its composition) Tender studies for Design & Build projects (including DB(R)FM, DBF, DBM) that represent a potential design or financing risk for a Business Unit must be approved in advance by the Selection Committee. If the Selection Committee decides to respond to the submission request, it allocates a submission study budget and sets a timetable. Project progress and the budgetary follow-up of the study is presented to the Selection Committee in accordance with the schedule.
  • The Engagement Committee. (see section 4 for its composition) Projects with a high risk profile and or valued at more than € 50 million for the Construction & Renovation segment, or € 10 million for Multitechnics projects, must be approved by the Engagement Committee before bid submission. In particular, the Committee reviews the technical, commercial, contractual and financial risks of the projects that are submitted to its scrutiny. For projects valued at more than € 150 million for the Construction & Renovation segment or € 50 million for the Multitechnics segment, the prior approval of the Board of Directors of CFE is also required.

Authorisation procedures specific to the Real Estate Development segment

• The Investment Committee

The Investment Committee, whose membership is detailed in section 4, is responsible for analysing and approving all real estate investments made by Business Units active in property development, namely BPI Belgium, BPI Luxembourg and BPI Poland. For those valued at more than € 10 million, the agreement of Board of Directors of the legal entities concerned and of CFE's Board of Directors is also required.

The Investment Committee is not empowered to represent the Company and does not exclude the competence of the Board of Directors. The Board of Directors of CFE may at any time deliberate on any investment or divestment project whatever the amount and decide, where appropriate, instead of the Investment Committee.

8. Shareholder base

The Company's majority shareholder is Ackermans & van Haaren, which owns 15,725,684 shares (i.e. 62.12%) of the Company.

Ackermans & van Haaren is controlled by Scaldis Invest, which owns 33%. Belfimas holds 92.25% of the capital of Scaldis Invest. Ultimate control over Scaldis Invest is exercised by Stichting Administratiekantoor 'Het Torentje'.

The latest transparency declaration made by Vinci Construction SAS on 1 July 2022, pursuant to the law of 2 May 2007 on the disclosure of major shareholdings in issuers whose shares are admitted to trading on a regulated market, shows that it holds 3,066,460 shares in the Company, representing 12.11% of the capital.

9. Derogations from the 2020 Code

Deviations from the 2020 Code relate exclusively to the remuneration of non-executive directors, and in particular to principle 7.6 of the 2020 Code. The valid reasons for this derogation are set out in the remuneration policy in section 1.2 below.

IV REMUNERATION REPORT

1. Remuneration policy

The current remuneration policy has been established within the framework of article 7:89/1 of the Companies and Associations Code ("CSA") and the Belgian Corporate Governance Code 2020 ("Code 2020"). It was adopted by the Company's Board of Directors upon recommendation of the Nomination and Remuneration Committee and was approved by the Company's General Meeting of 29 June 2022.

On the recommendation of the Nomination and Remuneration Committee, an updated remuneration policy will be submitted for approval to the Annual General Meeting on 30 April 2025 (see section 1.6).

The remuneration policy applies to the following individuals:

  • the directors;
  • the CEO;
  • other Company executives who, as members of the Executive Committee, participate in CFE's general management, within the meaning of article 3:1 of the CSA.

The remuneration policy is designed to support the company's performance culture and long-term value creation. It aims to attract and retain the managers and directors with a wide range of skills needed in different areas to grow the company's business.

The following is only a summary of the company's remuneration policy. This can be consulted in its entirety on the company's website. In the event of a discrepancy between the remuneration policy and the presentation in this chapter, the remuneration policy takes precedence.

1.1. Governance - Procedure

The remuneration policy is established by the Board of Directors on the recommendation of the Nomination and Remuneration Committee. It is then submitted to the Ordinary General Meeting for approval. Any significant change in the remuneration policy is also subject to approval by the General Meeting.

Annually, the Nomination and Remuneration Committee receives a proposal from the CEO on how to determine the performance criteria achieved and the level of remuneration for executive. The member of the Executive Committee responsible for human resources management within the company makes the proposal for the CEO. These proposals refer to the application of the remuneration policy and, if an exception is made, shall set out the reasons for the proposed exception.

The role of the Nomination and Remuneration Committee is to advise and assist the Board of Directors, and as such, it:

  • reviews the remuneration proposal from the CEO;
  • makes recommendations to the Board of Directors concerning the individual remuneration of the directors, the CEO and the members of the Executive Committee;
  • evaluates the performance of the CEO and, if deemed appropriate, also evaluates the performance of the other members of the Executive Committee, in collaboration with the CEO;
  • assesses the Executive Committee's achievement of the company's strategic objectives on the basis of performance indicators and the objectives of the remuneration policy, and
  • oversees preparation of the remuneration report included in the annual report.

The individual remuneration of the non-executive directors is approved by the general meeting and, where applicable, the individual remuneration of the CEO is approved by the company's Board of Directors. In each case, this remuneration is determined on the basis of the remuneration policy, on the advice of the Nomination and Remuneration Committee.

In general, the rules of the CSA concerning conflicts of interest are followed whenever applicable.

1.2. Remuneration policy for non-executive directors

As at 31 December 2024, the Company had only non-executive directors. The following description therefore relates to the remuneration of the Company's non-executive directors.

Remuneration of the non-executive directors comprises a fixed annual sum of € 20,000 and attendance fees of € 2,500 per Board meeting.

The Chairman of the Board of Directors receives a fixed annual fee of € 100,000 and does not receive any attendance fees.

In addition, the Chairman of the Audit Committee receives an attendance fee of € 2,500 per meeting, and the other members € 2,000 per meeting. As for the Nomination and Remuneration Committee, all members (including the Chairman) receive an attendance fee of € 1,500 per meeting.

Additional directors' fees may also be allocated to directors entrusted with specific tasks by the Board of Directors.

All these compensation packages were approved by the Company's Extraordinary General Meeting of 29 June 2022, on the recommendation of the Nomination and Remuneration Committee. They are reviewed every two years by the Nomination and Remuneration Committee.

Non-executive directors are also reimbursed for expenses incurred during the execution of their duties, according to conditions set by the Board of Directors. This covers the reimbursement of any exceptional travel and accommodation expenses incurred by non-executive directors (e.g. Exceptional trips abroad, etc.) However, no exceptional expenses were charged by, or reimbursed to, the non-executive directors during 2024.

Non-executive directors do not receive variable remuneration, such as bonuses or stock options. They also do not receive benefits in kind or benefits from pension plans.

Directors are invited but not obliged to hold shares in the company. This deviation from principle 7.6 of the Code 2020 is justified by the fact that the Company's policies adequately promote a long-term perspective. In addition, several directors, in the context of their functions at Ackermans & van Haaren ("AvH"), are already exposed to changes in the value of the Company, taking into account the number of shares they hold in AvH, the value of which partly depends on the value of the company.

There are no service contracts between the Company and the non-executive directors, all of whom are self-employed or work through their management company. In accordance with the Company's articles of association, they may be dismissed ad nutum, without cause or compensation.

1.3. CEO Remuneration Policy

1.3.1. Remuneration Structure

The CEO's remuneration includes only the following:

  • (i) a fixed annual remuneration based on the market median for a similar position;
  • (ii) a variable Short-Term Incentive ("STI")determined on the basis of performance criteria to be achieved in a given financial year, representing a total gross annual potential relative to basic remuneration of 75% and based on the following performance criteria: financial criteria of the CFE Group (50%), non-financial criteria of the CFE group (25%) and the CEO's individual performance (25%);
  • (iii) a variable Long-Term Incentive ("LTI"*) granted on the basis of performance criteria assessed over several financial years or in the form of stock options in accordance with the law of 26 March 1999 ("SOP plan"). This represents a total gross annual potential relative to basic remuneration of 100%.

The plan is based on financial performance over five years, the criterion identified being Return on Equity ("ROE"), as detailed in section 1.6 below.

1.3.2. Contractual terms of the CEO

The relationship between the company and its CEO is one of providing specialist services. The agreement between the company and the company providing the CEO services contains the usual fee provisions (fixed and variable STI and variable LTI compensation or SOP Plan) in line with the provisions of the remuneration policy as well as the usual non-competition and confidentiality provisions. Where appropriate, the agreements will be adapted to reflect changes in the remuneration policy. This service agreement does not provide for any benefit of any kind to any individual.

The agreements between the company and the CEO also include provisions on the criteria for awarding variable remuneration and providing for a right of recovery in favour of the company of all or part of the variable remuneration awarded on the basis of incorrect financial data, irrespective of whether the remuneration has already been paid.

* There is no reference to the LTI plan as set out in our 29 June 2022 remuneration policy in this report. In fact, no member of the Executive Committee was eligible for this plan due to an exclusion clause. This clause stipulates that members of the Executive Committee who are shareholders under a previous LTI plan or who have a current SOP plan are excluded from a new LTI plan.

The agreements are valid for an indefinite period. Both the CEO and the Company may unilaterally terminate their contract with six months' notice.

1.4. Remuneration policy for members of the Executive Committee

1.4.1. Remuneration structuren

The Executive Committee's remuneration includes only the following:

  • (i) fixed annual remuneration based on the market median for a similar position;
  • (ii) a variable Short-Term Incentive ("STI")granted on the basis of performance criteria to be achieved during a given financial year, representing a total gross annual potential relative to basic remuneration of 50% and based on the following performance criteria: CFE group financial criteria for Executive Committee members with cross-functional or entity responsibilities for Executive Committee members responsible for one or more CFE group subsidiaries (50%), CFE group non-financial criteria (25%) and individual performance (25%);
  • (iii) a variable Long-Term Incentive granted on the basis of performance criteria assessed over several financial years ("LTI"*) payable in cash, and a portion in the form of stock options in accordance with the law of 26 March 1999 ("SOP Plan"), which represents a total gross annual potential relative to basic remuneration of 50% to 75%. The plan is based on financial performance over 4 years, the criterion identified being Return on Equity ("ROE"), as detailed in section 1.6 below.

1.4.2. Contractual conditions of the members of the Executive Committee

The arrangements between the Company and members of the Executive Committee take the form of a service contract with an independent service provider or a specialist company.

These agreements contain the usual provisions on remuneration (fixed and variable remuneration), non-competition and confidentiality, as well as provisions on the criteria for awarding variable remuneration, and providing for a right of recovery in favour of the company of variable remuneration awarded on the basis of incorrect financial data, irrespective of whether or not the remuneration has already been paid.

The agreements are valid for an indefinite period.

All Executive Committee members perform their duties under a direct service contract or through a company. In such a case, the Executive Committee member has no other benefits. Both the member of the Executive Committee and the Company may unilaterally terminate the contract with six months' notice. For certain members of the Executive Committee, this period may be extended to a maximum of 12 months, depending on the length of the contract concerned at the time the unilateral agreement is terminated by the company.

1.5. Mandates in subsidiaries

Non-executive directors, the CEO or any member of the Executive Committee may serve as an executive or non-executive director of the Company's subsidiaries.

As the Company's subsidiaries are not listed, the remuneration of their members who are not directors, CEOs or members of the executive committee of the company does not fall within the scope of the rules of the Companies CSA remuneration policy and remuneration report.

Nevertheless, the Company sees to it that a sound and adequate remuneration policy is applied within its various entities. To emphasise the creation of short and long-term value, the Company ensures that within its subsidiaries, remuneration based on individual performance and the performance of the company is in place. In addition, it should be noted that the contracts of executive managers in subsidiaries provide for the recovery of variable remuneration that may have been granted on the basis of incorrect financial information.

Unless otherwise agreed between the parties, termination of the relationship between the company and the director will result in termination of the mandates held in the company's subsidiaries.

* There is no reference to the LTI plan as set out in our 29 June 2022 remuneration policy in this report. In fact, no member of the Executive Committee was eligible for this plan due to an exclusion clause. This clause stipulates that members of the Executive Committee who are shareholders under a previous LTI plan or who have a current SOP plan are excluded from a new LTI plan.

1.6. Changes since the last remuneration policy

In line with the current Remuneration Policy, the Nomination and Remuneration Committee evaluated the existing Long-Term Incentive plan ("LTI") to align the interests of the CEO and Executive Committee members with those of shareholders. It also took into account changing compensation trends, stakeholder views and expectations, as well as regulatory developments, ESG factors and corporate governance. It concluded that certain adaptations were necessary.

The proposed changes mainly concern:

  • the possibility for the CEO and all Executive Committee members to be eligible for the LTI plan, with no exclusion conditions.
  • the approval of a new LTI plan in 2024 for the CEO and members of the Executive Committee, promoting sustainable growth and long-term value creation for the company. This was implemented for all Executive Committee members in December 2024.

This plan will be spread over four to five years running from 2023 to 2027, payable in 2028 and representing:

  • for the CEO, a total gross annual potential relative to basic remuneration of 100%,
  • for other members of the Executive Committee, a total gross annual potential relative to basic remuneration of 50% to 75%,
  • it being understood that, in both cases, the performance criterion will be CFE's average ROE over the entire term of the LTI.

This LTI will be payable in cash and/or partly in the form of stock options, the terms of which are set out in section 2.2.3 below.

These decisions and implementations therefore differ from the remuneration policy approved by the Ordinary General Meeting of 29 June 2022. As indicated above, it will be proposed to the Ordinary General Meeting of 30 April 2025 to vote in favour of a new remuneration policy, which will in particular take account of this new LTI.

1.7. Shareholder voting

The 2024 Annual General Meeting voted unanimously in favour of the previous remuneration report. As a result, the Company has not made any major changes to the remuneration policy in force since 2022 but will propose to the Annual General Meeting on 30 April 2025 that it vote in favour of a new remuneration policy, as set out in section 1.6.

2. REMUNERATION REPORT

The remuneration of the non-executive directors, the CEO and the members of the executive committee for 2024 is detailed in this report.

2.1. Remuneration of non-executive directors

A total of € 378,000 was paid to non-executive directors in 2024, distributed as shown in the table below. No other remuneration or benefits, loans or guarantees have been granted to them by the company. No non-executive director received variable remuneration in accordance with the remuneration policies in force.

2024
(in thousands €)
Fixed
remuneration
Attendance
fees
Audit
Committee
Remuneration
Committee
Total
remuneration
Luc Bertrand 100 0 0 4.5 104.5
Koen Janssen 20 15 0 0 35
Fernando Sistac Management and Conseil SAS,
represented by Fernando Sistac1
20 15 0 0 35
Waraku BV, represented by Hélène Bostoen 20 12.5 6 0 38.5
Lieve Creten BV, represented by Lieve Creten 20 15 10 4.5 49.5
B Global Management SRL, represented by
Stéphane Burton
20 15 0 4.5 39.5
An Herremans 20 15 0 0 35
Piet Dejonghe 20 15 6 0 41
Total 240 102.5 22 13.5 378

2.2. Compensation of the CEO and Executive Committee members in 2024

2.2.1. Total remuneration of the CEO and the Executive Committee

The total remuneration broken down by component, paid by the company or by CFE, is as follows for the persons concerned:

(in thousands €) Fixedremuneration Variable compensation
management
remuneration
basic
Fixed,
Total Short Term Long Term Total Total compensation
and
fixed
of
Proportion
variable
Trorema SRL, rep. Raymund Trost (Ex. 2024) 597 597 330 0 330 927 65/35
Executive Committee * 2,753 2,753 933 0 933 3,686 75/25

*The amount of fixed remuneration does not take into account the severance payments referred to in section 2.3.

2.2.2. Explanation of performance during the year 2024

For the year 2024, the Board of Directors has decided to grant short-term variable compensation (STI) to Executive Committee members based on the achievement of performance criteria as follows:

For the CEO:

  • Financial criteria (50% of STI): CFE group net income reached 47.5% and working capital/revenue of the Multitechnics and Construction & Renovation segments reached 100%:
  • Non-financial criteria (25% of STI):
    • Safety criteria (severity rate, frequency rate and safety site visits by members of the Executive Committee): reached 100%;
    • Number of training days per person: reached 100%;
    • eNPS ("Employee Net Pomotor Score") for the CFE group: reached 100%;

1 Since 26 March 2024 following co-option, previously Fernando Sistac as an individual.

• Individual performance (25%): reached 75%.

For the other members of the Executive Committee:

  • Financial criteria (50% of STI):
    • The CFE group's net income for members of the Executive Committee who perform cross-departmental functions reached 47.5%, and working capital/revenue of the Multitechnics and Construction & Renovation segments reached 100%;
    • Net income for members of the Executive Committee responsible for one or more subsidiaries of the CFE group: reached from 0% to 100%;
  • Non-financial criteria (25% of STI):
    • Safety criteria (severity rate, frequency rate and safety site visits by members of the Executive Committee): reached 33% to 100%;
    • Number of training days per person: reached 100%;
    • eNPS ("Employee Net Promotor Score") of entities: reached 0% to 100%;
  • Individual performance (25%): reached 75% to 100%.

During the 2024 financial year, a long-term variable incentive ("LTI") was granted in the form of stock options, as described in section 2.2.3.

2.2.3. Share-based remuneration of the CEO and the Executive Committee

As a reminder, in 2022, CFE set up a stock option plan ("SOP") involving shares in the Company ("Plan 2022"). Only two members of the Executive Committee benefited from this plan, namely Valérie Van Brabant and Bruno Lambrecht; the other members of the Executive Committee already being shareholders of the Company or having benefited from the possibility of being so at the time the options were granted under this 2022 Plan.

In accordance with the provisions of the 2022 Plan, each option gives the right to subscribe to one share in the Company. The exercise price is € 10.31, i.e. the average of the Company's share price over the last 30 days prior to the offer date, and the option exercise period is 7 years from the offer date. Stock options are vested at the end of the third year following the year in which they are granted, and can therefore only be exercised after the calendar year following the year in which they are granted, in this case from 1 January 2026 to 16 October 2029. If the options have not been exercised by the end of the exercise period, they automatically become null and void. In the event of the beneficiary's death, the options accepted and vested may, at the choice of the beneficiary, either be exercised immediately, or be exercised up to the initial term and in accordance with the terms of the plan. "In the event of retirement, the options accepted and vested may, at the choice of the beneficiary, either be exercised within 12 months of the start of retirement, or exercised up to the initial term and in accordance with the terms of the plan." In the event of termination of the employment relationship for any reason other than the death or retirement of the beneficiary, stock options accepted, whether vested or not, but not yet exercised will be cancelled immediately.

As indicated in section 1.6, on 29 November 2024, the Board of Directors approved a new LTI plan, payable in particular in the form of a SOP, and thereby set up a new Company stock option plan ("Plan 2024"), on terms very similar to the terms of the 2022 Plan, subject to the exercise price, which was set at € 5.94, this being the average of the Company's share price on the last 30 days prior to the offer date, and the term of the options is 5 years.

Name Main provisions of the Stock Option Plan Information relating to the financial year covered by the Report
Exercise price Opening
balance
Closing
balance
plan
the
of
Identification
Proposal date Acquisition date End of the retention period1 Exercise period Number
of options
held but
not yet
exercised
at the
beginning
of the
year
A) Number
of options
granted and
accepted
during the year
B) Value of
underlying
shares on the
proposal date2
A) Number of
options accepted
B) Value of
underlying shares
on acquisition
date
C) Value of the
exercise price
D) Gain on
acquisition date3
Stock options
not yet exer
cised4
Valérie
Van
Brabant
Plan 2022 17/10/22 01/12/22 N/A 01/01/26
16/10/29
10.31 € 60,000 - A) 60,000
B) 564,000
C) 618,600
D) /
0
Bruno
Lambrecht
Plan 2022 17/10/22 15/12/22 N/A 01/01/26
16/10/29
10.31 € 140,000 - A) 140,000
B) 1,261,400
C) 1,443,400
D) /
0
Raymund
Trost
Plan 2024 27/12/24 30/12/24 N/A 01/01/28
26/12/29
5.94 € 0 A) 142,000
B) 5.94
A) 142,000
B) 830,700
C) 843,480
D) /
0
Fabien De
Jonge
Plan 2024 27/12/24 27/12/24 N/A 01/01/28
26/12/29
5.94 € 0 A) 76,000
B) 5.94
A) 76,000
B) 438,520
C) 451,440
D) /
0
Bruno
Lambrecht
Plan 2024 27/12/24 30/12/24 N/A 01/01/28
26/12/29
5.94 € 0 A) 72,000
B) 5.94
A) 72,000
B) 421,200
C) 427,680
D) /
0
Valérie
Van
Brabant
Plan 2024 27/12/24 29/12/24 N/A 01/01/28
26/12/29
5.94 € 0 A) 29,000
B) 5.94
A) 29,000
B) 167,330
C) 172,260
D) /
0
Jacques
Lefèvre
Plan 2024 27/12/24 30/12/24 N/A 01/01/28
26/12/29
5.94 € 0 A) 76,000
B) 5.94
A) 76,000
B) 444,600
C) 451,440
D) /
0
Arnaud
Regout
Plan 2024 27/12/24 29/12/24 N/A 01/01/28
26/12/29
5.94 € 0 A) 42,000
B) 5.94
A) 42,000
B) 242,340
C) 249,480
D) /
0
Peter
Matton
Plan 2024 27/12/24 29/12/24 N/A 01/01/28
26/12/29
5.94 € 0 A) 51,000
B) 5.94
A) 51,000
B) 294,270
C) 302,940
D) /
0

2.3. Severance payments

AHO Consulting SRL, represented by Alexander Hodac, ceased to be a member of the Executive Committee on 30 September 2024. In this context, the service contracts between AHO Consulting SRL and the Company and BPC Group SA respectively were terminated. Alexander Hodac's departure was the result of a mutual decision between the parties. As AHO Consulting SRL, represented by Alexander Hodac, had not served its full notice period, a compensation in lieu of notice of € 150,000 was paid.

  • 3 The number of accepted options, as well as the market value of the underlying shares on the acquisition date, the value of the underlying shares at the exercise price, and the corresponding capital gain at the date of acquisition of the options (i.e., the difference between these two amounts).
  • 4 The number of options not yet definitively accepted at the end of the financial year.

1 N/A : Not applicable : The stock option plans do not contain a retention condition after the acquisition of the shares.

2 The number of options granted during the year and the market value of the underlying shares on the proposal date.

2.4. Annual changes in remuneration and Company performance

The table below gives an overview of the annual change in the remuneration of each non-executive director and employees (average on a full-time equivalent basis). It also provides an overview of annual changes in the Company's performance.

2020 2021 2022 2023 2024
Changes in the remuneration of the CEO and the Executive Committee
(% compared to the previous year)
Luc Bertrand 0% 0% +1.46% 0% 0%
Koen Janssen +6.25% 0% +17.19% -7% 0%
Waraku BV, represented by Hélène Bostoen / / *+75.3% -7% -6.5%
Lieve Creten BV, represented by Lieve Creten / / **N/A *63% +5.3%
Fernando Sistac Management and Conseil SAS, represented by
Fernando Sistac1
/ / / **N/A +50.9%
B Global Management SRL, represented by Stéphane Burton / / **N/A *84% 0%
An Herremans / / **N/A *100% 0%
Piet Dejonghe +6.25% 0% **N/A **N/A -4.7%
Trorema SRL, represented by Raymund Trost, CEO / / **N/A ***-0.8% +15.9%
Executive Committee / / **N/A ***-0.9% +0.3%

Change in average compensation for employees on a full-time equivalent basis

2020 2021 2022 2023 2024
CFE SA employee (average) €86,061.31 €80,180.10 €80,118.92 €89,087.33 €90,353.76
Employee of the Belgian subsidiaries of the CFE group
(average)
****58,763.00 € ****59,674.00 €
Ratio between the highest remuneration (in this case, that
of the CEO of CFE SA) and the lowest among employees of
the Belgian subsidiaries of CFE SA:
*18.57 *18.10

Company Performance

(in thousands €) 2020 2021 2022 2023 2024
Criterion 1: Net consolidated income of the CFE Group before
tax
29,438 51,937 47,360 31,031
Criterion 2: Return on equity of the CFE Group 20.9% 41.5% 22.0% 10.15%
Criterion 3: Return on Capital Employed for BPI (Real Estate
Development segment)
16.1% 15.7% 9.2% 6.72%
Criterion 4: pre-tax income for the Multitechnics segment 18,337 10,520 -5,502
Criterion 5: Profit before tax for the Construction & Renovation
Segment
6,850 12,762 2,607

* The extent of the change is explained by the termination or entry of function(s) during the financial year or the previous one.

** Change not applicable due to the absence of data for the year in question because the persons concerned took up their functions during the financial year or changed their status.

*** Ratio pro rata to previous year.

**** The average compensation of employees in 2024 has been calculated on the basis of the gross annual fixed compensation of white-collar and blue-collar workers for the Group's Belgian subsidiaries.

***** The ratio between the lowest and highest remuneration has been calculated on the basis of the lowest annual fixed remuneration for the Belgian subsidiaries and the fixed fee for the highest remuneration (in this case that of CFE's CEO). The variable remuneration of CFE's CEO is mentioned in section 2.2.1. above.

1 Since 26 March 2024 following co-option, previously Fernando Sistac as an individual.

DEFINITIONS

Working capital requirement Inventories + trade and other operating receivables + contracts assets + other current non-op
erating assets – trade and other operating payables – current tax liabilities – contracts liabili
ties – other current non-operating liabilities.
Capital employed Equity of real estate development segment + net financial debt of real estate development
segment.
Net financial debt (NFD) Non-current bonds + non-current financial liabilities + current bonds + current financial liabili
ties - cash and cash equivalents.
Net financial surplus Cash and cash equivalents – non-current bonds – non-current financial liabilities – current
bonds – current financial liabilities.
Income from operating activities Revenue + other operating income + purchases + remunerations and social security payments
+ other operating expenses + depreciation and amortisation.
Operating Income (EBIT) Income from operating activities + share of profit (loss) of investments accounted for using
equity method.
EBITDA Income from operating activities + depreciation and amortisation.
Return on equity (ROE) Net income, share of the group / equity, share of the group (opening).
Order book Revenue to be generated by the projects for which the contract has been signed and has
come into effect (after notice to proceed has been given or conditions precedent have been
fulfilled) and for which project financing is in place.
Gross development value The estimated market value to a third party purchaser of all projects for which BPI has pur
chased an asset or has made an irrevocable commitment to purchase an asset.
Average interest rate on gross financial debt The contractual interest rate (weighted average) of financial debt in force during the financial
year after taking hedging instruments into account. Financial debt includes drawdowns on
credit facilities, bank loans and leases).
Gross dividend yield The amount of the dividend proposed to the Annual General Meeting divided by the market
capitalisation at the balance sheet date.
Unsold units post completion Projects for which construction has been completed during the quarters preceding the balance
sheet date.
Projects under construction Projects under construction.
Projects in development Projects secured by BPI Real Estate i) for which permit applications are being prepared or have
been filed or ii) for which building permits have been obtained but construction has not yet
started.
Operating cash flow Cash flows from (used in) operating activities.

V SUSTAINABILITY STATEMENTS

Pursuant to Article 3:32, §2 of the Companies and Associations Code, the annual report must include a Sustainability Statement. This statement is contained in the next section of this annual report, of which it forms an integral part.

On behalf of the Board of Directors, 17 March 2025.

Luc Bertrand Chairman of the Board of Directors

Sustainability statements 2024

71 Annual report 2024 - CFE

Contents of the sustainability statement

The Sustainability Statement contains CFE's consolidated sustainability information in accordance with article 3:32 §2 of the Belgian Code of Companies and Associations, relating to the financial year ending 31 December 2024. The sustainability statement is intended to meet the requirements of the CSRD at the date of this report and is based on our understanding of the requirements at that date. Since the publication of the CSRD in December 2022, various delegated regulations have been published and the interpretation of the CSRD requirements and underlying ESRS standards has evolved continuously. In addition, the Belgian legislation implementing the CSRD was not approved and published until December 2024, while the first reporting year is the 2024 financial year. At the same time, the European Commission has expressed its intention to modify the CSRD, the CSDDD and the EU taxonomy. Future regulatory changes (including changes in interpretation) will require changes to our reporting approach and practices. They will also be influenced and impacted by other sustainability-related legislation.

Preparing for the implementation of the CSRD and collecting, verifying and consolidating all the prescribed data, which is often new and very detailed, requires the contribution of various roles and teams within the organisation. The objectives, projections and certain data points are forward-looking and are therefore subject to external variables and uncertainties. Data limitations (e.g. use of data estimation/extrapolation methods and techniques, reliance on third party data) may also affect the accuracy of the information disclosed. Building on its previous non-financial reporting, CFE has devoted significant resources to preparing sustainability statements, including for its subsidiaries, and has made considerable efforts to align them with the spirit of the new legislation and standards.

The Sustainability Statement addresses sustainability issues deemed material for CFE, its subsidiaries and its stakeholders. Other issues, although potentially relevant, are excluded from the Sustainability Statement because of their lesser importance.

Although tagging is not mandatory, CFE has decided to indicate references to data points as set out in the EFRAG guidance. A table of references present in the text can be found in Appendix 2, and a list of omitted references can be found in Appendix 3.

1. GENERAL INFORMATION

1.1. Basis for preparation

CFE carries out ongoing due diligence procedures and regularly challenges its Double Materiality Assessment (DMA) process, including strong engagement with relevant stakeholders. Due diligence is an ongoing practice that responds to developments and may lead to changes in our Group's strategy, business model, activities, business relationships, operational practices, sourcing and sales environments. For our DMA, we use thresholds and judgements that may evolve over time in line with new perspectives, industry discussions and developments.

1.1.1. Scope

The Sustainability Statements for the year ended 31 December 2024 include information from CFE SA and its subsidiaries, in accordance with its financial consolidation as detailed in the Note to the consolidated financial statements on page 137.

ESRS 2 BP-1 5 a , ESRS 2 BP-1 5 b i

The quantitative data published in this sustainability statement relates to CFE SA (hereinafter 'the company' or 'CFE') and its fully consolidated subsidiaries: MBG, BPC group, Wood shapers, Benelmat, LTS1 , Van LAERE, CLE, Arthur Vandendorpe, CFE Polska, CFE Bau , BPI Belgium, BPI Luxembourg, BPI Polska, VMA2 and MOBIX3. (See the diagram below). These subsidiaries will not publish their own sustainability statements.

The subsidiaries in the Investment and Holdings segment (Green STOR, Deep C Holding and Green Offshore) are not included in the scope of this sustainability statement. As CFE does not have exclusive operational control of these subsidiaries, it is considered to be outside the scope of the CSRD.

2 VMA is the commercial name of the Business Division made up of the subsidiaries VMA, VMA Sud, VMA Maintenance and VMA Polska

1 LTS is the commercial name of the Business Unit made up of the subsidiaries Terryn, Korlam and Lamcol

3 MOBIX is the commercial name of the Business Division made up of the subsidiaries MOBIX and MOBIX Engetec

ESRS 2 BP-1 5 b ii

1.1.2. ESRS reporting standards

Sustainability statements follow the structure, format and qualitative and quantitative characteristics prescribed by the ESRS (see Section 8 and Appendix F of ESRS 1 "General Requirements") to disclose information about material impacts, risks and opportunities in accordance with the double materiality assessment ("DMA") performed.

CFE applies the principles of ESRS 1 "General requirements" and ESRS 2 "General information" in its sustainability statement. These cross-cutting themes are included in the sections "1.1 Basis for preparation", "1.2 GOV 4&5 Notion of risk and due diligence ", "1.3 SBM-1 Strategy, business model and value chain", "1.4 SBM-2 Interests and views of stakeholders", "1.5 SBM-3 Material IRO's and their interaction with the business model and strategy", "1.6 IRO-1 and 2 Double Materiality Assessment" and "1.7 Organisation of roles and responsibilities for sustainable development issues".

Following the completion of the DMA, three sub-topics were selected as material for CFE. These are the sub-topic "Climate change mitigation" (ESRS E1) and the sub-topics "Health and safety" for our own workforce and for workers in the value chain (ESRS S1 and ESRS S2). CFE will therefore publish information on these three sub-topics in the sustainability statement.

In line with the ESRS 1 requirement, CFE has included the information prescribed under the EU Taxonomy Regulation (Article 8 of Regulation (EU) 2020/852 and accompanying delegated acts), in the "Environmental Information" of sustainability statements.

1.1.3. Time horizon

The temporal scope in the European Sustainability Reporting Standards (ESRS) of the Corporate Sustainability Reporting Directive (CSRD) is essential for assessing sustainability impacts, risks and opportunities.

Indeed, ESG themes can become significant over different time horizons. It is therefore important to define short-, medium- and long-term horizons before beginning to assess impacts, risks and opportunities.

Since a typical CFE business cycle is defined as five years, we will use this as a reference to define the medium-term time horizon. On this basis, we consider four different time horizons:

  • Current
  • Short Term less than one year
  • Medium Term 1-5 years
  • Long Term more than 5 years

These time horizon definitions are in line with ESRS requirements.

ESRS 2 BP-2 9 a , ESRS 2 BP-2 9 b

1.1.4. Estimates and assessments

In preparing the DMA and assessing potential material impacts, risks and opportunities, CFE and its subsidiaries have used their judgement in making estimates and assumptions. Actual results may differ.

CFE and its subsidiaries have used estimates and extrapolations for certain reporting data points. For example, the CO2 of scope 3 emissions are currently based mainly on expenditure data. All the assumptions made are detailed in the relevant chapters (see table 2 below).

CFE and its subsidiaries regularly reassess these estimates and judgements based on experience, the development of ESG reporting and the availability of more granular data when considered relevant to the company.

Table 2: List of data with uncertainties or imprecisions
Datapoint Reference Chapter
concerned
Description of the uncertainty or imprecision Action plan to limit uncertainty or imprecision
Evaluating the
IROs
ESRS2 SBM
3 48a
1.5 pp 79-84 The evaluation of the IROs has been carried out
using the judgement of CFE and its subsidiaries in
making estimates and assumptions. The inclusion
of stakeholders was based on indirect sources.
These estimates and judgements will be reas
sessed regularly on the basis of available in
formation. In the medium term, a survey will be
carried out to obtain information directly from
stakeholders.
EU taxonomy
- OPEX
EU taxono
my - OPEX
2.1.3 p91 CFE will adopt a conservative approach and use
the materiality exemption for the numerator.
This cautious approach will be maintained in the
future.
GHG emis
sions for
scope 3 (to
tal)
ESRS E1-6 51 2.2.5 p104 The Scope 3 figures disclosed should be consid
ered as initial estimates, mainly based on ex
penditure data (93%) and only 7% on data based
on theoretical future consumption estimates.
Certain non-material categories have been delib
erately omitted.
More granular activity data will be progressively
implemented over the coming years to reduce
the percentage of estimates based on expend
iture. As far as data for estimating future con
sumption is concerned, there is currently no room
for improvement.
GHG
emissions
for scope 3
(category 1)
ESRS E1-6 51 2.2.5 p104 Current values are all estimates based on ex
penditure data.
More granular data will gradually be collected to
reduce the degree of estimation, starting by col
lecting generic data and then gradually integrat
ing specific information from manufacturers when
it becomes available and reliable.
GHG
emissions
for scope 3
(category 2)
ESRS E1-6 51 2.2.5 p104 as for category 1 as for category 1
GHG emis
sions for
scope 3 (cat
egory 4)
ESRS E1-6 51 2.2.5 p104 This data are currently included in the calculation
of category 1.
This data will be extracted from category 1.
GHG emis
sions for
scope 3 (cat
egory 11)
ESRS E1-6 51 2.2.5 p104 This data is based on estimates of theoretical
future consumption.
At this stage, there is no possibility of improving
the quality of this data.
GHG emis
sions for
scope 3 (cat
egory 12)
ESRS E1-6 51 2.2.5 p104 This data are currently included in the calculation
of category 1.
This data will be extracted from category 1.
Number of
lost-time
accidents
suffered by
ESRS S2-5
subcon
tractors 40
3.2.7 p117 Given the length and complexity of the value
chain, this data is limited to subcontractors work
ing on the Group's projects. This data may be
incomplete, as it only records accidents for which
site management teams have been informed.
A formal system of feedback from subcontractors
will be introduced in the short term.

ESRS 2 BP-2 10 a, b, c & d , ESRS 2 BP-2 11 a, 11 b i & 11 b ii

1.1.5. Incorporation by reference

The specific ESRS disclosure requirements linked to ESRS 2 "General Information" are closely related to the disclosure requirements already in place for CFE, which can be found in whole or in part in other more relevant sections of the annual report. Table 3 below shows where information for the year ended 31 December 2024, related to specific disclosure requirements outside sustainability statements, is incorporated by reference in the "Management Report", in particular the "Principal Risks" chapter, the "Corporate Governance Statement" and the "Remuneration Report".

With regard to risk management, CFE has included ESG risks in its risk chapter. Further details on ESG risks and how they are managed can be found in the 'Management Report' - II. Consolidated financial statements - 1.2. Main risks'.

Information on the financial impact of sustainability issues is included in the financial statements in accordance with the requirements of the IFRS and the CSRD directive. The main effects of climate and social issues on the financial statements are detailed in section "2.2 Additional information on the Group's environmental impact".

ESRS 2 BP-2 16

Table 3: List of ESRS2 sections found in another section of the annual report

ESRS 2 section Disclosure requirement Section of the annual report where information can be found
GOV-1 Information on administrative, management and supervi
sory bodies (role, composition, expertise, etc.)
Corporate governance statement
GOV-2 Information provided to the company's administrative,
management and supervisory bodies and sustainable
development issues dealt with by them
Corporate governance statement
GOV-3 Integrating sustainable development performance into
incentive programmes
Remuneration report
GOV-5 Risk management and internal controls External and internal control and risk management

1.1.6. Phase-in provisions

CFE uses the phase-in provisions outlined in ESRS 1 "General Requirements" (section 10.4. - Transitional provision) and Appendix C (List of Phased-in Disclosure Requirements). The following requirements are therefore omitted from the sustainability statement for the year ending 31 December 2024.

ESRS 2 BP-2 17

Table 4: Reporting requirements as part of a transitional application

Transitional provisions
ESRS E1. IRO-1 Identification of climate
risks
For climate risks, the phasing-in of provisions for the year ending 31 December 2024 have been used.
CFE has developed a methodology for assessing climate risks and opportunities. This assessment will
cover both physical and transitional risks in its own operations, as well as along the upstream and
downstream value chain (including detailed scenario suggestions and time horizons to be covered in
short-, medium- and long-term scenario analysis).
Anticipated financial im
pact of material physical
and transitional risks and
potential climate-related
opportunities.
In 2024, CFE drew up guidelines for assessing climate risks and opportunities. From the next reporting
year, qualitative disclosures will be included, with monetary impacts disclosed from the reporting year
ending 31 December 2027.
Characteristics of
non-employee workers
in the undertaking's own
workforce
In principle, the group's policies and procedures also apply to non-employees within the CFE work
force. Reporting systems will be further developed and enhanced to provide greater granularity.
Characteristics of
non-employee workers
in the undertaking's own
workforce
These data are controlled and maintained by the group's various subsidiaries. The digitisation and
consolidation of this data is currently being finalised. The quantitative data will be published from
the reporting year ending 31 December 2025.
Disclosure requirement

1.1.7. Changes in reporting method and prior period adjustments

2024 is the first year of ESRS reporting. Unlike previous reports prepared under the Non-Financial Reporting Directive ("NFRD"), the preparation and presentation of sustainability information has been significantly modified to align with these new standards. This change is mainly due to the fact that:

  • The CSRD, through the ESRS reporting standards, has disclosure requirements and data points that must be included, either obligatorily or based on the results of the DMA;
  • For greenhouse gas emissions ("GHG"), scope 3 is reported for the first time. The reference year is therefore 2024;
  • CFE has also set new absolute targets for the reduction of its GHG emissions (scope 1, 2 and 3).

ESRS 2 BP-2 13 a, b &c ; ESRS 2 BP-2 14 a, b & c

1.1.8. Information derived from other legislation or generally accepted positions on sustainability reporting

CFE uses the GHG protocol for calculating and reporting greenhouse gas emissions.

ESRS 2 BP-2 15

1.1.9. External review

Sustainability statements are covered by the ESG review (limited assurance) carried out by CFE's auditor, EY. Please refer to the auditor's limited assurance report in section 5.4 Appendix 4. Auditor's report

Please note that the comparative figures presented in the tables and the trends included in these statements have not been subjected to limited assurance procedures in accordance with the requirements of the CSRD/ESRS.

1.2. GOV-4 & 5 Notion of risk and due diligence

As stipulated in the "Management Report" in section 1.2 "Main risks", the Executive Committee puts in place internal controls and risk

management, subject to approval by the Board of Directors. This is responsible for implementing this framework taking the recommendations of the Audit Committee into account. At least once a year, the Audit Committee evaluates the internal control systems to ascertain that the main risks have been properly identified, reported and managed.

CFE's subsidiaries manage their own operational and financial risks, which vary from sector to sector. These risks are not centralised at CFE level. The management teams of the subsidiaries report on risk management to their respective Board of Directors.

On the other hand, all identified risks and the implementation of internal controls are described in detail in the "Management Report". In particular, it describes in general terms the financial, economic and ESG risks facing the Group and the operational risks associated with the various segments in which it operates (either directly or indirectly).

ESRS 2 GOV-5 ; ESRS 2 IRO-1 53 d,e,f

To identify and effectively manage sustainable development risks in particular, CFE has carried out a double materiality assessment (DMA) of ESG risks. This analysis is repeated in the following chapters.

Due diligence is an essential step in the risk management process, as it enables risks to be identified and assessed in depth, facilitating proactive and effective management.

Table 5 : Mapping information relating to the due diligence process

Mapping information relating
to the due diligence process
Paragraphs of the sustainability statement concerned
Integrating due diligence into
governance, strategy and the
business model
1.7 Organisation of roles and responsibilities for sustainable development issues (GOV -1, 2 and
3)
ESRS 2 GOV-1
ESRS 2 GOV-2
ESRS 2 GOV-3
1.3 SBM-1 Strategy, business model and value chain ESRS 2 SBM-1
1.5 SBM-3 Material IROs and their interaction with the business model and strategy
ESRS 2 SBM-3
2.2.1 SBM3- Material IROs and how they interact with the business model and strategy ESRS E1 SBM-3
3.1.2 SBM3- IRO's materials and how they interact with the business model and strategy ESRS S1 SBM-3
3.2.2 SBM3- IRO's materials and how they interact with the business model and strategy ESRS S2 SBM-3
Engaging with external 1.4 SBM-2 Interests and views of stakeholders ESRS 2 SBM-2
stakeholders; 1.6 IRO-1 and 2 Double materiality assessment ESRS 2 IRO1
1.7 Organisation of roles and responsibilities for sustainable development issues (GOV -1, 2 and
3)
ESRS 2 GOV-2
2.2.3 E1-2 "Climate change mitigation" policies ESRS E1-2
3.1.3 Policies related to own workforce ESRS S1-1
3.1.4 S1-2 Engagement process with own workers and their representatives ESRS S1-2
3.2.1 SBM2 Interest and views of stakeholders ESRS 2 SBM-2
Identifying and assessing 1.5 SBM-3 Material IRO's and their interaction with the business model and strategy ESRS 2 SBM-3
negative impacts on people
and the environment
1.6 IRO-1 and 2 Double materiality assessment ESRS 2 IRO1 &2
2.2.1 SBM3- Material IROs and their interaction with the business model and strategy ESRS E1 SBM-3
2.2.2 E1.IRO-1: Description of the to identify and assess impacts, risks and opportunities ESRS E1 IRO-1
3.1.2 SBM3- Material IROs and their interaction with the business model and strategy ESRS S1 SBM-3
3.2.2 SBM3- Material IROs and their interaction with the business model and strategy ESRS S2 SBM-3
Taking measures to remedy
negative impacts on people
and the environment
2.2.4 E1-1, E1-3 and E1-4: Transition plans, decarbonisation levers, targets and resources in rela
tion to climate change policies
ESRS E1-3
3.1.6 S1-4 Taking action on material impact on own workforce and approaches to managing
material risks
ESRS S1-4
3.2.6 Taking action on material impacts on value chain workers,etc. ESRS S2-4
Monitoring the effectiveness of
these efforts
2.2.4 E1-1, E1-3 and E1-4: transition plans, decarbonisation levers, targets and resources in rela
tion to climate change policies
ESRS E1-4
3.1.7 S1-5 Objectives ESRS S1-5
3.1.8 S1-6 Characteristics of the undertaking's workforce ESRS S1-6
3.1.11 S1-14 Health and safety metrics ESRS S1-14
3.2.7 S2-5 Targets related to managing material negative impacts,etc. ESRS S2-5

ESRS 2 GOV-4

1.3. SBM-1 Strategy, business model and value chain

1.3.1. Strategy and business model

CFE is a multi-disciplinary group developing global solutions to complex societal challenges in the fast-growing markets of sustainable buildings, intelligent industries and tomorrow's energy and mobility infrastructures. To achieve this, the Group combines the strengths of its four segments: Real Estate Development, Multitechnics (including building management, industrial automation and energy and mobility infrastructures), Construction & Renovation and Investments and Holdings.

1. Real Estate development:

BPI Real Estate, a company in the real estate development segment, is active in Belgium, Luxembourg and Poland. BPI Real Estate focuses on developments in city and town centres with high growth potential, a positive environmental impact, real opportunities for soft mobility and which ensure social well-being. BPI Real Estate thereby focuses on mixed projects combining housing, offices, commercial space and services. All these ambitions are achievable thanks to the multiple talents that make up the BPI Real Estate teams and their focus on innovation and sustainable approaches.

2. Multitechnics segments:

CFE's Multitechnics activities are divided into two business divisions: VMA and Mobix.

VMA: VMA's activities are divided into two Business Units (BUs): building technologies and industrial automation. The building technologies division includes commercial electricity and HVAC (heating, ventilation and air conditioning). The industrial automation division covers both robotisation and automation, or production operations management.

MOBIX: The Rail & Utilities activities are carried out by the MOBIX cluster. MOBIX consists of two BUs, Rail and Utilities. The Rail BU includes rail engineering works (track and catenary installation) and signalling. The Utilities BU includes energy transport and public lighting in Belgium.

3. Construction & Renovation:

The Construction & Renovation segment is active in Belgium, Luxembourg, Poland and Germany, and specialises in the construction and renovation of office buildings, residential buildings, hotels, schools, universities, parking lots, industrial buildings, and more.

4. Investments and Holdings

In collaboration with Ackermans & van Haaren, the CFE group invests in sustainable initiatives through its stakes in DEEP C Holding, Greenstor and Green Offshore. DEEP C Holding is developing projects to create ports and related industrial zones in Vietnam. As for Greenstor, it is developing battery farms to accelerate the energy transition. Green Offshore has interests in developing and operating Belgian offshore wind farms. As CFE does not have exclusive operational control of this business segment, it is considered to be outside the scope of the CSRD.

ESRS 2 SBM-1 40 a i,ii; ESRS 2 SBM-1 42

CFE aims to play a leading role in these key markets by rejecting the status quo and changing anything that could have a negative impact on future generations. The Group has therefore placed innovation, sustainability and safety at the heart of its business. CFE's ambition is to bring people, skills, materials and technology together in a community of "changing for good". This focus has enabled the Group to assume a pioneering role in the use of sustainable building materials, large-scale renovation, advanced energy management and other high value areas for society. CFE has been recognised as one of the sector's best ESG companies by Sustainalytics. With a score of 28.1 in December 2024, CFE is in the 10th percentile of Sustainalytics' ranking of the best ESG companies, and has been awarded the "Top rated industry 2024" label".

The ambition of the CFE group is clear. It is to be among the leaders in developing sustainable buildings, 4.0 industrialisation projects and infrastructure for the mobility and energies of tomorrow.

CFE's strategy is expressed under the acronym "SPARC", which serves as a compass for the Group's entities. It guides the Shift towards innovation and sustainability as well as the desire to Perform and achieve operational excellence, to Accelerate its growth through an integrated approach, to create value and a Return for all stakeholders and to establish a genuine Community as agents of change both inside and outside the organisation

CFE has 2,854 workers. 2,282 are based in Belgium, 210 in Luxembourg and 359 in Poland.

ESRS 2 SBM-1 40 a iii

Several methods have been put in place to capture the interests of those within CFE's value chain and the various stakeholders. This is described in detail in chapter 1.4. This information was used in the DMA process. All stages of the DMA (engagement with

Message from the Chairman and CEO Our ambitions and achievements Management report Sustainability statements Financial statements

stakeholders, identification of potentially material issues, identification of IROs, assessment of the double materiality of potentially material issues) have been progressively validated by the various management and control bodies, at Executive Committees, Audit Committees and Boards of Directors.

ESRS 2 SBM-2 45 d

The results of the DMA have confirmed the Group's strategy. In fact, the strategic focal points formulated by the group are well in line with the material themes highlighted by the DMA analysis.

ESRS 2 SBM-1 42 a, b

1.3.2. Value chain analysis

CFE is a multi-disciplinary group active in three markets: sustainable buildings, intelligent industry and energy and mobility infrastructure.

The Group's various subsidiaries are active at different levels in the implementation of these projects.

To map the group's own activities, we have arbitrarily chosen to place project execution and the general contracting business (MBG, Van Laere, BPC Group, CLE, CFE Polska, AVDD and MOBIX) at the centre of the value chain.

We will therefore consider upstream the subcontracting and supply of building materials. And downstream we have the developers and finally the investors and end-users.

Figure 1 : Visualisation of the value chain

In this specific case, the activities of VMA, Benelmat and LTS can be considered as upstream tier +1 and the real estate development activities of BPI Real Estate and Wood shapers as downstream tier +1 in the same value chain.

ESRS 2 SBM-1 42 c

This analysis is complemented by input from other consulted organisations in the value chain, as well as by a benchmarking exercise. For the DMA, some 109 different stakeholders are be listed.

These were listed and categorised into different stakeholder groups following an internal analysis:

  • direct stakeholders and associates;
  • selection of companies with the highest expenditure;
  • partners in joint ventures;
  • customers (downstream) and (sub)contractors (upstream);
  • selection of companies operating in the same geographical area as CFE.

These include market players (other general contractors, real estate developers, etc.), financial partners (financial institutions, insurance companies, etc.) and suppliers of the main resources used in our projects (concrete, steel, etc.).

This mapping exercise gives us a better overview of our value chain and the various resources and stakeholders with which CFE interacts. Naturally, this value chain mapping exercise is not exhaustive.

ESRS 2 SBM-1 42

This clustering of the companies analysed has enabled us to identify more clearly the main stakeholders concerned by the DMA assessment.

ESRS 2 BP-1 5c

1.4. SBM-2 Interest and views of stakeholderss

1.4.1. Identification of key stakeholders

By grouping different stakeholders in our value chain, we can identify groups of stakeholders who could be "key stakeholders concerned or impacted". This process is illustrated in the figure below.

Figure 2 : Visualisation of key stakeholders concerned or impacted

ESRS 2 SBM-2 45 a i

The stakeholders affected by CFE can be divided into two categories: those under direct control and those under indirect control. Direct control is established by contractual agreements, financial links or a deliberate choice to collaborate. This distinction is important, as CFE can make decisions that directly influence these stakeholders.

Conversely, CFE has no decision-making power over indirectly-controlled stakeholders. Yet their opinions are important, and it's absolutely essential to take into account the positive and negative impact we have on them. Nevertheless, we need to approach their opinions and comments with caution, recognising that their perspective is often focused on their own concerns rather than considering the wider impact.

CFE has therefore chosen not to engage directly with this category of stakeholders as part of the DMA for the financial year 2024. Their views and opinions will only be collected indirectly, via specific studies or publications. Given the continuous and dynamic nature of the DMA process, the various stakeholders will be involved as and when required.

ESRS 2 SBM-2 45 a

For the other stakeholders concerned, five different types of engagement were used to identify impacts, risks and opportunities (IROs). This is explained in the next section.

The importance of involving a wide range of stakeholders in the materiality analysis is recognised in order to obtain a complete and balanced representation of impacts, risks and opportunities.

ESRS 2 SBM-2 45 b ESRS 2 SBM-2 45 a iv ESRS 2 SBM-2 45 a v

1.4.2. Stakeholder engagement strategies

To understand how relevant stakeholders may be affected, and to identify and assess CFE's IROs, five different stakeholder engagement processes were used for this exercise:

    1. Participation in the first double materiality assessment: CFE's ESG strategy began to take shape via an in-depth analysis of stakeholders and the surrounding market in 2019. This assessment was carried out both on the basis of internal expertise and with the help of an external consultant. This assessment served as the basis for drawing up the Group's sustainable development strategy and defining its priorities. The matrix was subsequently revised and revalidated every two years. This review is based on ongoing exchanges with stakeholders.
    1. Quantitative research method: This method uses the tool and methodology as prescribed by an external consultant (PwC). Using this tool, CFE carried out a comprehensive review of the published materiality matrices, ESG strategies and other official reports of 40 strategically selected stakeholders. Stakeholder selection criteria included financial expenditure/turnover, geographical distribution and good representation of the various groups within the value chain as defined in paragraph 1.4.1. The various publications of some 40 stakeholders were analysed in detail and linked to the ESRS list of sectoral sub-themes.
    1. Roundtables within industry alliances: CFE is also present in industry associations such as UPSI/BVS and ADEB/VBA, placing it in a central position for identifying, monitoring and getting involved in ESG-related issues. It's worth noting that some of these bodies are multi-sectoral (i.e. not just general business and real estate development), which strengthens the dialogue with stakeholders.
    1. External and internal interviews: A fourth method of engaging with our key stakeholders is to conduct external and internal interviews with those identified as experts, who have sufficient expertise based on their operational or business role to represent some of the key stakeholders concerned. These external and internal interviews also served as an interim check on the provisional results. In addition, the internal experts formed an extended team which also participated in identifying IROs and reflecting on valuation in the double materiality exercise.
    1. Ongoing stakeholder engagement process: CFE's strategy is based on collaboration with all project stakeholders, convinced that success lies in the commitment of the entire project value chain. This collective approach, rooted in sustainability and impact, extends from design to maintenance. Trust, transparency and mutual understanding are the cornerstones of our strong partnerships, aimed at achieving lasting solutions. That's why CFE takes the time to maintain an ongoing dialogue with its stakeholders to better understand their interests and its impact. This dialogue can take place at the start of projects (public inquiries, neighbourhood committee meetings, monitoring of complaints and incidents, etc.), during projects (site visits and meetings, meetings with local residents, etc.) or at the end (feedback, satisfaction surveys, etc.).

ESRS 2 SBM-2 45 a

The following table provides an overview of stakeholder engagement methods representing the main stakeholders involved. It should also be noted that some of the stakeholder categories identified in the previous section are not considered "key". Stakeholders marked with an asterisk (*) can be considered as simple users of our sustainability statement. In the table below, directly-controlled stakeholders are shown in bold and indirectly-controlled stakeholders are not.

Nevertheless, DMA analysis is a dynamic process, which means that consultation with the various stakeholders may evolve over time.

Stakeholders concerned Engagement strategies
Researchers and universities* Not considered a key stakeholder: no material influence could be identified, but serves as a source
of information in our ESG approach
Architects & design offices Quantitative research method
Authorities* Quantitative research method
Consultants Not considered a key stakeholder: no material influence could be identified, but serves as a
source of information in our ESG approach
End-users*
Quantitative research method

Continuous dialogue with stakeholders
Environmental groups and NGOs Not considered a key stakeholder: limited influence, dialogue on CSRD not yet mature enough.
Financial institutions*
Internal and external interviews

Quantitative research method

Panel discussions with sector alliances
General contractors
Former CFE materiality matrix

Panel discussions with sector alliances

Internal and external interviews
Media* Not considered a key stakeholder: limited influence, dialogue on CSRD not yet mature enough.
Neighbourhood Not considered a key stakeholder: limited influence, dialogue on CSRD not yet mature enough.
Real estate developers
Former CFE materiality matrix and internal experts

Panel discussions with sector alliances

Internal and external interviews

Table 6 : List of key stakeholders and engagement strategies

Message from the Chairman and CEO Our ambitions and achievements Management report Sustainability statements Financial statements

Stakeholders concerned Engagement strategies
Sector alliances Panel de discussions avec les alliances sectorielles
Subcontractors
Former CFE materiality matrix

Quantitative research method

Internal and external interviews
Suppliers
Quantitative research method

Internal and external interviews
ESRS 2 SBM-2 45 a

ESRS 2 SBM-2 45 a ii

ESRS 2 SBM-2 45 a iii

CFE plans to supplement this analysis with a more detailed survey of key stakeholders next year. This work is in preparation with the various sectoral alliances to ensure that the sector is aligned on the most relevant way of questioning stakeholders.

ESRS 2 SBM-2 45 c ii

CFE's management was directly involved in the process of identifying IROs and assessing their materiality. At the same time, CFE's management and various governing bodies were kept informed of the results of the stakeholder analysis of ESG aspects at specific meetings (Executive Committee, Audit Committee and Board of Directors).

ESRS 2 SBM-2 45 d

1.4.3. Results of stakeholder engagement

The analysis of the materiality matrix reviewed in 2023, the data analysis carried out during the quantitative study (benchmarking) and the sector roundtables have helped identify initial series of relevant themes. The results are shown in the table below. In the quantitative study, a distinction was made between themes of high importance (shown here in bold) and those of medium importance (assessed by taking into account the number of times the topic was considered material in the analysis of the 40 data sets). By default, the themes identified with the other two methods are considered to be of great importance and are therefore bold in the table below.

Table7: Identifying themes and sub-themes during stakeholder engagement

ESRS themes and sub
themes
Themes and sub-themes identified
Previous double
materiality exercise
Analyse quantitative UPSI/BVS ADEB/VBA
Management of relationships
with suppliers, including
payment practices
Partnerships
Climate change mitigation Action for the climate Climate change miti
gation
Climate change miti
gation
Climate change miti
gation
Climate change adaptation Climate change adap
tation
Climate change miti
gation
Incoming flow of resources Responsible consumption
and production
Incoming flow of re
sources
Resources inflow Resources inflow
Outflow of resources Outflow of resources
Waste management Waste management
Health and safety Health and safety Health and safety Health and safety Health and safety
Work-life balance
Training and talent develop
ment
Quality of training Training and talent devel
opment
Energy Clean, affordable energy Energy Energy
Corporate culture Decent work and Corporate culture
Corruption and bribery economic growth
Loss of biodiversity Loss of biodiversity
Diversity Diversity
Gender equality Gender equality

During this identification stage, an initial list of potential IROs was also drawn up for each relevant theme.

External interviews with experts focused on the methodology used to capture the views of the various stakeholders. These interviews enabled CFE not only to validate its methodology, but also to ensure the relevance of the results collected. In fact, these interviews enabled us to gather the opinions of our interviewees on the relevant themes and the associated IROs. This exercise confirmed the importance of the following themes: climate change, the circular economy, health and safety, governance

Ongoing dialogue with CFE's stakeholders highlights ESG-related concerns, principles and processes. Recent consultations have not altered previous analyses. This proves that the in-house experts we interviewed are aware of the potentially material themes as well as the existing and emerging IROs in our sector. This means that our internal knowledge is representative of the key external stakeholders involved in this exercise.

ESRS 2 SBM-2 45 a v

and talent management.

1.4.4. Drawing up a short-list of potentially material themes

A crucial step is to establish the final list of relevant material themes, and then identify all the impacts, risks and opportunities for CFE. This first stage in identifying relevant themes draws on the lessons learned from stakeholder engagement methods described in the previous chapter. They have enabled us to draw up an initial short-list of potential material themes::

    1. Climate change adaptation
    1. Climate change mitigation
    1. Energy
    1. Direct impact drivers of biodiversity loss Changing land uses
    1. Resource inflows, including resource use
    1. Waste
    1. Working conditions Work-life balance
    1. Working conditions Health and safety (own employees)
    1. Equal treatment and opportunities for all Training and developing skills)
    1. Working conditions Health and safety (employees)
    1. Corporate culture
    1. Corruption and bribery

1.4.5. Validating the short-list of potentially material themes

CFE has carried out several iterations and consistency checks to validate this list. To achieve this, CFE used information from rating agencies and carried out several review iterations with internal experts, including the various administrative, management and control bodies. Finally, the entire, extensive list of AR16 items was reviewed to ensure that no theme had been forgotten or overlooked.

During these iterations several themes were added, in particular the following ones:

    1. Water usage
    1. Resource outflows related to products and services
    1. Gender equality
    1. Diversity
    1. Communities' economic, social and cultural rights Land-related impacts
    1. Protection of whistle-blowers
    1. Management of relationships with suppliers, including payment practices

We can see that no theme has been removed, but that on the contrary, the final short-list contains all the potentially material themes listed. The short-list of potentially material subjects therefore comprises 19 themes. The following steps will consist in:

  • identifying potential IROs linked to these themes (an exercise already begun during the previous phase of dialogue with stakeholders);
  • scoring these IROs;
  • clustering IROs into ESG topics it is these ESG themes that are shown in the DMA graphic.

1.5. SBM-3 Material IROs and their interaction with the business model and strategy

As a key element in identifying material sustainability issues, CFE has carried out a DMA. Materiality has been applied since 2019, when CFE began reporting under the NFRD regulations, but the concept has evolved under current CSRD legislation. As of 2019, all ESG themes have been categorised in a materiality matrix taking into account the degree of importance for the different stakeholders and the impact on the business and financial performance. All the high materiality themes (priority themes), i.e. having both a high impact on CFE's business and performance and which are important for the stakeholders, have therefore been

closely monitored.

A regular review of this matrix was then carried out and systematically validated by the administrative, management and control bodies.

This methodology anticipated to some extent the philosophy of a DMA under the CSRD.

In 2024, CFE took a new DMA approach using the concept of "financial materiality" (outside-in) and "impact materiality" (inside-out) based on ESRS 2 and EFRAG IG1's implementation guidance "Materiality assessment". The methodology for identifying potentially material themes has been presented in chapter 1.4- SBM-2 Interest and view of stakeholders. The methodology used to determine the IROs relating to these themes and to assess them will be presented in chapter 1.6 IRO-1 and 2 Double materiality assessment.

CFE is convinced that the results presented give a true and fair view of its key sustainability issues, including impacts, risks and opportunities. The following sections provide more details on the results of the DMA and the process applied.

1.5.1. Results of the double materiality assessment exercise

The table below summarises our assessment of the importance of sustainability issues, indicating whether they have an impact or financial materiality (or both). As far as the financial perspective is concerned, it specifies whether the importance is linked to a risk or an opportunity. Only material sub-themes are represented. The analysis of the IROs was carried out in detail with the various stakeholders.

On the basis of the DMA, three topics were selected as material: "Climate change mitigation", "Safety and health of own workforce" and "Safety and health of subcontractors".

CFE presents its analysis of IROs in chapter 1.5.2 "Impact, risks and opportunities for material themes". The other chapters of the Sustainability Statement detail policies, objectives, key performance indicators and progress for each material theme in accordance with the CSRD format, following the sequence included in the ESRS under "2. environmental information", and "3. social information".

ESRS 2 SBM-3 48 a

Table 8: DMA results

Material for CFE Definition
Corresponding ESRS
Impact materiality Financial materiality
Risk Opportunity
Climate change miti
gation
The process of reduc
ing CFE's GHG emissions
(scope 1, fleet, fuel and gas;
scope 2, electricity; scope
3, building materials, en
ergy demands of property
projects).
Climate change (ESRS E1) -
Climate change mitigation
yes yes yes
Health and safety Health and safety indica
tors, policies and practices
for all CFE employees
Own workforce (ESRS S1) -
Working conditions - Health
and safety
yes no no
Health and safety indica
tors, policies and practices
for all subcontractors.
Value chain workers (ESRS
S2) - Working conditions -
Health and safety
yes no no

The first material theme is therefore the mitigation of the effects of climate change. Indeed, the construction sector has a significant impact on greenhouse gas (GHG) emissions. From a financial point of view, there is a significant risk of increasing costs linked to possible taxes or the need to use materials or techniques that could prove more costly. On the other hand, the move towards new markets such as energy renovation and the construction of buildings in line with the European taxonomy represent real opportunities for the sector.

The risks and opportunities envisaged, however, do not require an immediate and radical adaptation of the Group's business model. Indeed, the current model is already in line with the strategy, which focuses on designing and developing sustainable buildings, intelligent industry and infrastructure for green energy and mobility. Rather, it's a transition to increased activity of this kind in the future, and both the teams and the company are ready for it. Further details can be found in section 2.2.1.

The health and safety of the Group's workers and subcontractors working on the sites are the two other key issues. In particular, there is a high probability of negative impact, as the sector is known to be highly accident-prone. Strictly speaking, there is no material financial risk or opportunity for these themes. There is therefore no need to plan any radical changes to the business model, but rather to continue with the specific actions put in place to reduce the risk of accidents on site as much as possible for everyone involved in the project. Further details can be found in section 3.1.2 and 3.2.2.

The double materiality exercise also shows that two topics are fairly close to the materiality thresholds defined by CFE (see details of the definition of these thresholds in chapter 1.6.2). These topics concern "talent management and retention" and "management and use of incoming resources". These themes in particular are therefore closely monitored internally, as they could become material in

a future reassessment of the internal and external context. Preventive actions are therefore taken.

As far as talent is concerned, the emphasis is on training and communication. CFE has also developed a CFE Academy, digitising training courses and facilitating access to them at the most convenient times for employees. The monitoring of employee appraisals and development has also been digitised.

In terms of resources, particular attention is paid to key project resources, as well as to developments in the circular economy market and the use of biobased materials. These subjects are monitored on a regular basis.

The double materiality exercise also shows that the themes of corporate culture, whistleblower protection and corruption and bribery (combined in a "business conduct and compliance with the law" theme) are not material, which might seem surprising at first glance. A critical analysis and verification of assumptions and materiality thresholds has therefore been carried out specifically for these themes. This analysis confirmed the results obtained.

Indeed, although benchmarking shows that in similar companies, the theme of governance is often highlighted, there is not yet sufficient public data on materiality analyses in the context of CSRD at the time of the DMA 2024 exercise. This could lead to a biased comparison. It is also important to underline the differences in activity, geographical presence and structure that distinguish CFE from its peers that could be taken as a reference for comparison.

The probability of a governance-related incident is relatively low when assessing the financial impact. Several observations can be made in this regard:

  • Geographic: CFE has limited its commercial activities to Belgium, Poland, Luxembourg and Germany. In this European socio-economic context, solid regulations, well-enforced laws and a politically stable environment significantly reduce the likelihood of corruption-related incidents.
  • As a listed company, the CFE group has a strong information culture. It adheres to high standards of financial reporting and transparency, reinforcing its internal control processes.
  • Finally, the track record of the group confirms this sound management.

Further information can also be found in chapter 4 Information on governance.

The same question could be asked of climate change adaptation. This is mainly due to the nature of CFE's activities. In terms of opportunities, CFE does not specialise in civil engineering or in the creation of specific engineering structures to protect against the effects of climate change, such as dykes, storm water basins, etc. With regard to projects traditionally carried out by CFE (housing, offices, etc.), current regulations already take considerable account of the main risks in our regions.Nor does CFE have many buildings or real estate in its portfolio that could be at risk. Furthermore, based on the DMA, the following themes (from the shortlist of potentially material topics as listed in sections 1.4.4 and 1.4.5) were also not considered material: energy, biodiversity, waste management, water use, resource use related to products and services, DE&I, economic, social, and cultural rights of communities (land-related impacts), and supplier relationship management.

1.5.2. Impact, risks and opportunities for material themes

Table 9 : IROs for material themes

Topic Sub-topic Sub-sub
topic
IRO type IRO description Time horizon Main affected
tier in the value
chain
Climate change Climate change
mitigation
Negative Impact Carbon emissions due
to embodied carbon
(building materials)
and operational carbon
(energy consumption of
build buildings)
Short term Own sector tier 0
Downstream
tier 1+
Climate change Climate change
mitigation
Risk CO2 quotas or taxes
which will increase ex
penses/lower margin
Mid term Own sector tier 0
Downstream
tier 1+
Lower level of activity or
mitigation to more ex
pensive solutions
Own sector tier 0
Downstream
tier 1+
Topic Sub-topic Sub-sub
topic
IRO type IRO description Time horizon Main affected
tier in the value
chain
Climate change Climate change
mitigation
Opportunity Actual Downstream
tier 1+
High CO2 PL level score to
have commercial ad
vantage in tenderings
Own sector tier 0
Renovation market for
energetic renovation
has a huge potential to
decrease operational
carbon emissions
Own sector tier 0
Downstream
tier 1+
Upstream tier 1+
Own workforce Working conditions Health and
safety
Negative Impact Accidents, even deadly
accidents are possible
on-site
Actual Own sector tier 0
Workers in the
value chain
Working conditions Health and
safety
Negative Impact Accidents, even deadly
accidents are possible
on-site
Actual Upstream tier 1+

The table above shows the material impacts, risks and opportunities related to sustainable development that have been identified as part of the DMA process. They also indicate which link in the value chain these impacts, risks or opportunities are mainly associated with. In addition, it specifies whether the impacts are positive or negative, actual or potential, as well as the main time horizon considered. All risks and opportunities have anticipated financial effects based on available knowledge and judgements. Further information on how the effects of impacts, risks and opportunities are addressed is included in the thematic sections entitled "2. Environmental information" and "3. Social information".

ESRS 2 SBM-3 48 a ;b; 48c I, ii, iii, iv; d; f; g; h

In particular, the description of the anticipated financial effects of significant risks and opportunities on the financial position, financial performance and cash flows over the short, medium and long term will be detailed in the following specific chapters:

  • 2.2.1 SBM3: Material IROs, and their interaction with strategy and business model in the ESRS E1 section: climate change;
  • 3.1.2 SBM3: Material IROs, and their interaction with strategy and business model in the ESRS S1 section: own workforce;
  • 3.2.2 SBM3: Material IROs, and their interaction with strategy and business model in the ESRS S2 section: Workers in the value chain.

ESRS 2 SBM-3 48 e

1.6. IRO-1 and 2 Double materiality assessment

1.6.1. Description of the procedure applied to assess double materiality

The figure below illustrates the double materiality assessment process..

Figure 3 : Visualisation of the DMA assessment process

The first 4 steps have already been described in detail in previous chapters (SBM1 and SBM2).

These include value chain mapping (chap 1.3.2), identification of the main stakeholders involved (chap 1.4.1), stakeholder engagement (chap 1.4.2 and 1.4.3), and finally a short-list of ESG themes relevant to CFE and which would be sources of impact, risk and opportunity (chap 1.4.4 and 1.4.5). Once these themes had been identified, during engagement with stakeholders, potential IROs were already identified for the selected themes. After several iterations, an internal exercise with the help of management and experts enabled us to identify the main IROs.

ESRS 2 IRO-1 53 b,c,d,g

1.6.2. Description of the methodology used to evaluate IROs

CFE has developed its methodology with reference to ESRS 2 "General disclosures" and EFRAG's implementation guide IG1 "Materiality Assessment". The sections below deal with the concepts of pre-mitigation, the definition and consolidation of the impact and financial materiality identified throughout the Group's business cycles, and the coverage obtained in terms of DMA.

Pre-mitigation

CFE evaluates potential IROs identified throughout the business cycle on the basis of prior mitigation. This means that the assessment is carried out before any mitigation measures – going beyond what is expected of a typical company in the sector on the basis of management "best practice" – are applied.

Impact materiality

A sustainability issue is material from the point of view of impact when the actual or potential impact, positive or negative, of CFE on people or the environment is significant in the short, medium or long term. In accordance with the ESRS, three parameters - "scale", "scope" and "irremediable character" (for negative impacts only) - were used to assess the "severity" of impacts. Because the themes can be diverse, touching on the environment as well as people, biodiversity, etc., it is impossible to have a single definition of scale or scope. CFE has therefore prepared a definition of the levels (from 1 to 5) considered by type of impact.

The evaluation was carried out by business sector (Real Estate Development, C&R and Multitechnics). For real estate and C&R activities, the evaluation has been split into construction and renovation projects. For the Multitechnics activities a separate analysis was carried out for VMA and MOBIX. This division has been made to take account of substantial differences in the impact of the activities.

Weighting for the CFE group to obtain a final score by potential material theme was carried out in two phases. Firstly, based on the percentage of new or renovation projects in our portfolio.

The various business sectors were then weighted to obtain a final number. To prevent potentially significant issues in (financially) smaller business sectors from being overlooked by taking a weighted average based on financial parameters, a weighted average is taken for impact materiality based on ESG allocation keys specific to the theme being evaluated. These non-financial figures give a better representation of the CFE group's impact. For example, for worker-related themes (health and safety, talent management, etc.) the weighting will be based on the number of employees per business sector.

A topic must score at least 3.5 out of 5 to be considered material. With a score of 3 or above, a theme is considered to be one to watch, as a short- or medium-term re-evaluation could lead to it being requalified as a material theme. This threshold was defined during workshops with experts from the various AvH Group subsidiaries. Workshop during which an analysis of the market and best practices was carried out. This threshold was then discussed and validated by the Executive Committee and the Board of Directors.

Financial materiality

A sustainability topic is important from a financial point of view if it triggers or could trigger significant financial consequences for CFE in the short, medium or long term.

With regard to financial materiality, CFE considers the impact on net income using a rolling 5-year historical average, including occasional capital gains. For one-off risks and opportunities, the effect on equity in the most recent year is taken into account.

As with the materiality of impact, the evaluation was carried out for all four business sectors. For real estate, the evaluation was also divided between new-build and renovation projects. This division has been made because we can suggest substantial differences between the impact of the activities. The financial impact is weighted by a probability factor.

During the evaluation, we reduced the financial impact over several years to an annual impact. This has been done to take account of the fact that the evaluation was made for different time horizons.

For the definition of financial importance, calculations were made on the basis of a typical CFE business cycle: the previous 3 years and the next 2 years of CFE's net income. In the meantime, the profit for the year 2024 is known, but it does not materially impact my definition of financial importance. Based on its experience and sound management, a financial impact greater than 10% was considered as material by the Board of Directors. This corresponds to a threshold of EUR 3,178,380. In line with the impact materiality, this threshold corresponds to a value of 3.5 on a scale of 0 to 5 (0 corresponding to EUR 0.00).

ESRS 2 IRO-1 53 a

1.7. Organisation of roles and responsibilities for sustainable development issues (GOV-1, 2 and 3)

To remain in touch with the field and market while guaranteeing a global and integrated strategic approach despite its decentralised business model, CFE has put in place clear ESG governance. The overall strategy, long-term vision and target setting is the responsibility of CFE's Executive Committee.

This strategy and the ESG policy as a whole (materiality, policies, objectives, action plan) are presented annually to the Board of Directors for approval. The results of this policy (KPIs in line with objectives) are also presented to the Audit Committee for validation at least once a year. In 2024, the reporting process and in particular materiality were reviewed to align with CSRD recommendations. This complex process required more regular monitoring. Progress in terms of materiality and the implementation of data collection was therefore also presented at each Audit Committee meeting in 2024. Further details are available in the "Corporate Governance Statement".

ESRS 2 GOV-2

Specific details of the ESG credentials of CFE's Board of Directors can be found in the "Corporate Governance Statement, 2. Board of Directors - 2.1 Composition". Specific information on the ESG parameters of variable compensation for the Executive Committee and management is available in the "Remuneration Report, 2.4 Compensation components".

ESRS 2 GOV-1 & 3

Every three years, the various Business Units are required to carry out a strategic exercise. They then implement the Group's strategy according to their own business lines in a medium-term vision. This ambition is validated by the Executive Committee.

Finally, every year the Business Units are asked to define their specific action plan with SMART objectives. These action plans and their relevance are assessed by the Sustainability Board.

Finally, at the level of each project, specific actions are carried out by local teams. To stimulate innovation, the implementation of these actions and the sharing of good practices, a manual called the 'Greenbook' has been created. It gathers together all the good ideas already implemented on other projects, and serves to inspire other employees.

Sustainability really lies at the heart of the Group's strategy. The Group's Chief Sustainability Officer is a permanent guest on the Executive Committee. She also oversees the Sustainability Board, a cross-functional body made up of sustainability managers from the various Business Units. Each Business Unit's sustainability manager is represented on the local Management Committee by a member of the committee, who acts as "ESG sponsor".

To ensure a consistent approach to CSRD reporting and to share best practices with its main subsidiaries, AvH regularly organises work or inspiration meetings with these same subsidiaries.

2. ENVIRONMENTAL INFORMATION

2.1. European Taxonomy information (pursuant to article 8 of Regulation 2020/852)

Although climate change mitigation has been identified as a potential financial risk, CFE and its BUs also have the potential to have a positive impact in this area, as highlighted by CFE's alignment with the EU Taxonomy.

Compared with 2024 and 2023, turnover increased slightly from 20.0% to 21.5%. Above all, this reflects a very clear trend for projects developed by BPI Real Estate (77.31% alignment in 2024 vs. 58.57% in 2023). With regards to projects developed by external clients, the trend is fairly stable (14.85% alignment in 2024 versus 14.46% in 2023). Although we are aware of the regulations in force and the importance of taxonomy, progress remains slow.

Aligned capital expenditure remains modest, reaching 13.97% in 2024. This is in line with CFE's business model, which is not focused on making major investments.

Figure 4: Visualisation of aligned 2024 turnover and CAPEX figures

2.1.1. Description of the European Taxonomy

The Taxonomy Regulation1 creates a framework for determining the extent to which economic activities can be considered environmentally sustainable in the European Union, thereby improving transparency.

The six environmental objectives set by the taxonomy regulation are as follows: climate change mitigation, climate change adaptation, sustainable use and protection of water and marine resources, transition to a circular economy, pollution prevention and control, and protection and restoration of biodiversity and ecosystems.

An economic activity is considered sustainable if it contributes substantially to one of these objectives without harming the others (DNSH principle) and respects minimum social guarantees. These guarantees ensure respect for social standards and human rights at corporate level.

The European Commission establishes technical screening criteria (TSC) for eligible activities, gradually adding to them. If these criteria and the minimum guarantees are met, the activity is said to be aligned with the Taxonomy and considered sustainable. If the technical screening criteria are met, and the minimum guarantees are respected, the activities are "aligned" with the Taxonomy. They are then considered environmentally sustainable.

2.1.2. Scope and methodology

CFE has assessed how and to what extent its activities are associated with economic activities considered sustainable according to the EU taxonomy. Despite some uncertainties regarding the practical application of the taxonomy regulation and its delegated acts, CFE has done its best to collect reliable data on the eligibility and alignment of activities and to analyse the different technical screening criteria. The results are shown in the tables on the following pages.

As with this Sustainability Statement as a whole, the analysis covers entities in the following segments: Construction and Renovation, Real Estate Development and Multitechnics. The activities in the Investments and Holdings segment (Green STOR, Deep C Holding and Green Offshore) are not included in the scope of consolidation, as CFE does not exercise exclusive operational control over these. It is important to note that for real estate projects, only fully consolidated projects (fully-owned by BPI Real Estate) were taken into account (eligibility and alignment).

1 Supervised by Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate sustainable investment and amending Regulation (EU) 2019/2088 (hereinafter "the Taxonomy Regulation" or "the Regulation").

A structure for double-checking and aligning financial reporting between units and the consolidation has been put in place to maintain consistency in the interpretation of taxonomy regulations and the consistency of financial statements. This also avoids the risk of double counting and inaccuracies due to inter-company transactions between CFE and its subsidiaries.

2.1.3. Eligibility calculation

Starting from turnover in the consolidated financial statements, an overview was made of the Group's different entities with regard to the nature of their activities and their NACE codes. The list of NACE codes is a European framework that divides all economic activities into different codes. To supplement this calculation, a complete analysis was also carried out based on the different activities of CFE subsidiaries. This ensures that no potentially eligible activity has been overlooked.

Due to the different segments in which the CFE Group is active, there are different activities to take into account. Three different objectives could therefore be applied to the Group's activities: "climate change mitigation", "adaptation to climate change" and "transition to a circular economy". However, given the Group's activities, it is not eligible for the "climate change adaptation" objective. CFE does not specialise in civil engineering or in the construction of specific engineering structures to protect against the effects of climate change. The projects carried out by the CFE group are therefore not considered as "facilitators" for climate change adaptation according to the European taxonomy. CFE's projects focus on construction, renovation, real estate and multitechnics. Although they incorporate elements of sustainability, they are not specifically designed to facilitate the adaptation of other economic activities to the impacts of climate change. This analysis may be reviewed in the future to take account of possible changes in the Group's activities.

Below is an overview of the environmental objectives for which eligibility can be applied according to CFE's different activities.

CFE Group seg
ments
European Taxonomy activity Climate
change
mitigation
Climate
change ad
aptation
Sustaina
ble water
usage
Transition
to a circu
lar econ
omy
Pollution
prevention
Biodiversity
Construction
& Renovation -
Construction of new buildings (CCM 7.1.
– CE 3.1.)
x x
Real Estate Renovation of existing buildings (CCM
7.2. – CE 3.2.)
x x
Multitechnics
(VMA Business
Division)
Installation, maintenance and repair
of electric vehicle charging stations in
buildings (and parking spaces attached
to buildings)
(CCM 7.4.)
x
Installation, maintenance and repair of
energy efficiency equipment
(CCM 7.3.)
x
Installation, maintenance and repair of
instruments and devices for measuring,
regulating and controlling the energy
performance of buildings (CCM 7.5.)
x
Installation, maintenance and repair of
renewable energy technologies (CCM
7.6.)
x
Multitechnics
(MOBIX Business
Division)
Infrastructure for rail transport
(CCM 6.14.)
x

Table 10: Overview of the environmental objectives for which eligibility can be applied according to the different activities

The calculation of eligible capital expenditure follows the same methodology, making the calculation similar to that for turnover.

Operating expenses (OPEX), as defined under the EU taxonomy, include a restrictive list of operating expenses. Given that research and development are not explicitly included in the financial statements, and that major expenditure on maintenance and refurbishment is recorded as an asset on the balance sheet and therefore already included in CAPEX, CFE applies the OPEX exemption rule.

2.1.4. Alignment calculation - Substantial contribution criteria (SCC)

In the Real Estate Development and Construction &Renovation segments, the Group's activities are project based. It will therefore be necessary to analyse on a project-by-project basis if the technical selection criteria have been met in order to carry out the alignment calculation.

For these segments, the environmental objective of "climate change mitigation" is the most relevant.

Indeed, concerning the environmental objective "transition to a circular economy", the current regulatory framework does not allow certain recycling and reuse thresholds to be reached. The market lacks sufficient availability of these materials, making the criteria for a substantial contribution to this objective almost impossible to achieve, even for very ambitious projects.

For CFE's construction (CCM 7.1) and renovation (CCM 7.2) activities, the criteria for substantial contributions therefore focus on the project's energy performance. In other words:

  • Primary energy consumption, distinguishing between new buildings (at least 10% less than the requirements for near-zero energy buildings) and renovations (compliance with the requirements for major renovations);
  • Building life cycle assessment;
  • Compliance and execution of an airtightness test;
  • Compliance and execution of a quality control follow-up or thermal integrity test.

To prove compliance with these criteria, a series of documents must be supplied. These include the EPB declaration, an air-tightness test, proof of the quality of the work carried out, and a life-cycle analysis. Please note that for renovation projects, only the EPB calculation will be requested.

For CFE activities carried out by its VMA Business Unit, the criteria relating to the installation, maintenance and repair of building energy performance control devices, renewable energy technologies, energy efficiency equipment and recharging infrastructure specify which activities and devices can be included (based on the specifications of the substantial contribution criteria).

The main activity related to taxonomy for Mobix is infrastructure for rail transportation. This includes work on tracks, catenaries and signalling. Most of the criteria can be demonstrated in the supporting documents of client studies and permits. Because these are not always available to Mobix, the necessary evidence for some criteria could not be gathered to demonstrate alignment. The alignment for MOBIX is therefore 0% instead of the potential 70%. We have therefore opted for a cautious approach.

2.1.5. Alignment calculation – 'Do No Significant Harm' (DNSH) criteria

Depending on the activities aligned, the following DNSH criteria apply:

  • Climate change adaptation: Projects must include an assessment of physical climate risks and implement measures to reduce them. This includes taking into account the future impacts of climate change and adapting infrastructure accordingly.
  • Pollution: Activities must use building materials and components that emit less than 0.06 mg formaldehyde per m³ and less than 0.001 mg category 1A and 1B carcinogenic volatile organic compounds (VOCs) per m³. These materials must also meet the criteria of Appendix C of the Taxonomy.
  • Water: Activities must ensure sustainable use and protection of water resources. This involves efficient water management, reducing consumption and preventing pollution of water resources.
  • Circularity: Projects must promote the circular economy by using recycled and recyclable materials, minimising waste and encouraging the reuse of resources. This includes design for durability and ease of disassembly.
  • Biodiversity: Projects must avoid harming ecosystems and natural habitats. This includes implementing measures to protect and restore biodiversity, avoiding negative impacts on species and their habitats.

For each eligible and potentially aligned activity (or project), compliance with DNSH criteria has been assessed and documented.

It is important to note that most of the Group's projects are spread over several years, including the turnover linked to them. However, to calculate the taxonomy, we need to take into account the turnover generated by these projects in the current year. On the other hand, many criteria can only be fully verified when projects are fully completed. Alignment is therefore assessed on the basis of information known at year-end, assuming that the rest of the project will proceed under the same conditions, with no changes or incidents preventing final alignment.

Estimates are made from the beginning to calculate the alignment. The values of the various criteria are indicated in the specifications to instruct the general contractor in relation to the client. These estimated values are then checked when the building is handed over, and a correction can be applied if necessary. This systematic verification process will continue to be developed and automated to improve the flow of documentation between the various stakeholders.

2.1.6. Minimum safeguards

The CFE Group complies with the requirements of the minimum guarantees of the EU Taxonomy (i.e. Article 18 of Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the establishment of a framework to facilitate

sustainable investment and amending Regulation (EU) 2019/2088).

Article 18 provides as follows:

"The minimum safeguards referred to in point (c) of Article 3 shall be procedures implemented by an undertaking that is carrying out an economic activity to ensure the alignment with the OECD Guidelines for Multinational Enterprises and the UN Guiding Principles on Business and Human Rights, including the principles and rights set out in the eight fundamental conventions identified in the Declaration of the International Labour Organisation on Fundamental Principles and Rights at Work and the International Bill of Human Rights."

A detailed assessment of the documents and procedures relating to these themes was carried out at the end of 2024 to confirm compliance with these minimum requirements. This internal assessment follows an assessment carried out by an external expert (Greenfish) in 2022.

Among the documents analysed are the following: the "Code of Conduct", the "Business Integrity Policies" manual and the "Human Rights Policy". The contents and availability of these documents are described in section 4.2. As far as procedures are concerned, we particularly note: all mandatory training courses, awareness and communication campaigns, the on-site administrative control procedure, the on-site reception procedure and the specific on-site safety training procedure (toolbox meeting), all ISO certifications, the engagement procedure with all project stakeholders and the internal audit procedure. These lists are by no means exhaustive.

2.1.7. Results 2024 - Financial year 2024

2.1.7.1 Turnover: see table 11 and 12

The tables below were calculated using the Greenomy tool.

For construction activities (CCM 7.1.; CE 3.1.) and renovation (CCM7.2. and CE 3.2.), total turnover is the sum of the turnover figures for the various projects. This takes into account double-counting eliminations in accordance with financial consolidation rules.

For eligible and aligned turnover in the Multitechnics segment, the analysis is based on the activity of a BU.

MOBIX consists in the Rails BUs (which is fully eligible for activity CCM 6.14) and the Utilities BU's (which is not eligible for any activity according to the Taxonomy).

VMA consists of the Building Technology divisions (which are partially eligible for activities CCM 7.3. ; 7.4. ; 7.5. and 7.6.) and industrial automation (not eligible for any Taxonomy activity).

2.1.7.2 Capital expenditure (CAPEX): see table 13 and 14

Capital expenditure follows the same methodology as the turnover calculation, which serves as the basis for allocating CAPEX differences to the various eligible and aligned projects and activities.

2.1.7.3 Operating expenses (OPEX): see table 15 and 16

The amount shown in the table is considered insignificant because CFE uses the OPEX exemption rule in the context of taxonomy disclosure. As a result, eligibility and alignment are 0%.

Table 11 : Turnover eligibility and alignment

Financial year N 2024 Substantial contribution criteria DNSH criteria ('Does Not Significantly Harm')
Economic Activities (1) Co
de
(2)
Tu
rno
ve
r
(3)
N
Tu
Pro
(4)
rno
po
ve
rtio
r,
n o
ye
ar
f
tio
Ch
Cl
im
n
an
(5)
at
ge
e
M
itig
a
-
ta
Ch
Cl
tio
im
an
n
at
ge
(6
e
Ad
)
ap
-
Wa
te
r
(7)
Po
llu
tio
n
(8)
my
Ci
rcu
(9)
lar
Ec
on
o
Bio
div
ers
ity
(10
)
tio
Ch
Cl
im
n
an
(11)
at
ge
e
M
itig
a
-
ta
Ch
Cl
tio
im
an
n
at
ge
(12
e
Ad
)
ap
-
Wa
te
r
(13
)
Po
llu
tio
n
(14
)
my
Ci
rcu
(15
lar
)
Ec
on
o
Bio
div
ers
ity
(16
)
gu
Mi
nim
ar
ds
um
(17
Sa
)
fe
ye
my
of
Pro
(A
(A
.2.)
.1.)
ar
Ta
-a
po
or
xo
N-
tu
lig
rtio
no
1
-e
rno
ne
(18
n
-
lig
d
ve
)
ibl
r,
e
ity
en
Ca
ab
(19
te
go
lin
)
g
ry
ac
tiv
sit
Ca
(20
ion
te
)
go
al
ac
ry
tra
tiv
ity
n
eur % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Installation, maintenance and repair of renewable energy technologies CCM 7.6. 6.992.202,80 0,59% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y 0,57% E
Renovation of existing buildings CE 3.2./
CCM 7.2.
35.667.414,00 3,02% Y N/EL N/EL N/EL Y N/EL Y Y Y Y Y Y 1,48% T
Installation, maintenance and repair of instruments and devices for
measuring, regulation and controlling energy performance of buildings
CCM 7.5. 11.866.095,10 1,00% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y 1,36% E
Installation, maintenance and repair of charging stations for electric
vehicles in buildings (and parking spaces attached to buildings)
CCM 7.4. 824.373,00 0,07% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y 0,09% E
Construction of new buildings CE 3.1./
CCM 7.1.
198.430.672,34 16,79% Y N/EL N/EL N/EL Y N/EL Y Y Y Y Y Y 16,25%
Turnover of environmentally sustainable activities (Taxonomy
aligned) (A.1)
253.780.757,24 21,47% 21,47% 0,00% 0,00% 0,00% 0,00% 0,00% 20,03%
Of which enabling 19.682.670,90 1,66% 1,66% 0,00% 0,00% 0,00% 0,00% 0,00% 2,30%
Of which transitional 35.667.414,00 3,02% 3,02% 1,48%
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL Y/N***
Renovation of existing buildings CE 3.2./
CCM 7.2.
27.267.496,88 2,31% EL N/EL N/EL N/EL EL N/EL 8,22%
Infrastructure for rail transport CCM 6.14. 62.924.354,18 5,32% EL N/EL N/EL N/EL N/EL N/EL 4,79%
Construction of new buildings CE 3.1./
CCM 7.1.
485.617.320,80 41,08% EL N/EL N/EL N/EL EL N/EL 43,34%
Installation, maintenance and repair of energy efficiency equipment CCM 7.3. 2.255.320,00 0,19% EL N/EL N/EL N/EL N/EL N/EL 0,00%
Turnover of Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned activities) (A.2)
578.064.491,86 48,90% 48,90% 0,00% 0,00% 0,00% 43,39% 0,00% 58,95%
A. Turnover of Taxonomy-eligible activities (A.1+A.2) 831.845.249,10 70,37% 70,37% 0,00% 0,00% 0,00% 63,19% 0,00% 78,98%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities 350.323.921,90 29,63%
Total 1.182.169.171,00 100,00%

Table 12 : Turnover eligibility and alignment by objective

Proportion of turnover / Total turnover
Taxonomy-aligned per objective Taxonomy-eligible per objective
CCM 21,47% 70,37%
CCA 0,00% 0,00%
WTR 0,00% 0,00%
CE 0,00% 63,19%
PPC 0,00% 0,00%
BIO 0,00% 0,00%

Table 13: CAPEX eligibility and alignment

Financial year N Substantial contribution criteria
DNSH criteria ('Does Not Significantly Harm')
Economic Activities (1) Co
de
(2)
Ca
pE
x
(3)
Ca
Pro
pE
po
x,
rtio
ye
n o
ar
f
N
(4)
Cl
Mi
im
tig
at
at
e C
ion
ha
(5)
ng
e
Ad
Cl
im
ap
at
ta
e C
tio
n
ha
(6
ng
)
e
Wa
te
r
(7)
Po
llu
tio
n
(8)
Ci
my
rcu
(9)
lar
Ec
on
o
Bio
div
ers
ity
(10
)
Cl
Mi
im
tig
at
at
e C
ion
ha
(11)
ng
e
Ad
Cl
im
ap
at
ta
e C
tio
n
ha
(12
ng
)
e
Wa
te
r
(13
)
Po
llu
tio
n
(14
)
Ci
(15
rcu
)
lar
Ec
on
om
y
Bio
div
ers
ity
(16
)
gu
Mi
nim
ar
ds
um
(17
Sa
)
fe
on
N-
(A
(A
Pro
.2.)
.1.)
1
om
po
(18
or
Ca
y-
rtio
)
-e
ali
pE
n o
lig
gn
x,
ibl
f T
ye
ed
e
ax
ar
-
Ca
bli
ng
te
go
ac
ry
tiv
en
ity
a
(19

)
tio
Ca
na
te
go
l
ac
ry
tiv
tra
ity
ns
(20
i

)
eur % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Installation, maintenance and repair of renewable energy technologies CCM 7.6. 214.996,40 0,79% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y 0,39% E
Renovation of existing buildings CE 3.2./
CCM 7.2.
599.803,93 2,21% Y N/EL N/EL N/EL Y N/EL Y Y Y Y Y Y 1,20% T
Installation, maintenance and repair of instruments and devices for
measuring, regulation and controlling energy performance of buildings
CCM 7.5. 364.858,95 1,34% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y 0,94% E
Installation, maintenance and repair of charging stations for electric
vehicles in buildings (and parking spaces attached to buildings)
CCM 7.4. 25.347,80 0,09% Y N/EL N/EL N/EL N/EL N/EL Y Y Y Y Y Y 0,06% E
Construction of new buildings CE 3.1./
CCM 7.1.
2.582.798,45 9,52% Y N/EL N/EL N/EL Y N/EL Y Y Y Y Y Y 16,57%
CapEx of environmentally sustainable activities (Taxonomy-aligned)
(A.1)
3.787.805,53 13,96% 13,96% 0,00% 0,00% 0,00% 0,00% 0,00% 19,37%
Of which enabling 605.203,15 2,23% 2,23% 0,00% 0,00% 0,00% 0,00% 0,00% 1,59%
Of which transitional 599.803,93 2,21% 2,21% 1,20%
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL
Renovation of existing buildings CE 3.2./
CCM 7.2.
478.775,49 1,76% EL N/EL N/EL N/EL EL N/EL 7,07%
Infrastructure for rail transport CCM 6.14. 4.130.676,32 15,22% EL N/EL N/EL N/EL N/EL N/EL 13,25%
Construction of new buildings CE 3.1./
CCM 7.1.
8.367.515,75 30,84% EL N/EL N/EL N/EL EL N/EL 35,47%
Installation, maintenance and repair of energy efficiency equipment CCM 7.3. 69.346,63 0,26% EL N/EL N/EL N/EL N/EL N/EL 0,00%
CapEx of Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned activities) (A.2)
13.046.314,19 48,08% 48,08% 0,00% 0,00% 0,00% 32,60% 0,00% 67,30%
A. CapEx of Taxonomy-eligible activities (A.1+A.2) 16.834.119,72 62,05% 62,05% 0,00% 0,00% 0,00% 44,33% 0,00% 86,66%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities 10.297.835,28 37,95%
Total 27.131.955,00 100,00%

Table 14: CAPEX eligibility and alignment by objective

Proportion of CapEx / Total CapEx
Taxonomy-aligned per objective Taxonomy-eligible per objective
CCM 13,96% 62,05%
CCA 0,00% 0,00%
WTR 0,00% 0,00%
CE 0,00% 44,33%
PPC 0,00% 0,00%
BIO 0,00% 0,00%

Table 15: OPEX eligibility and alignment

Financial year N 2024 Substantial contribution criteria DNSH criteria ('Does Not Significantly Harm')
Economic Activities (1) Co
de
(2)
Op
Ex
(3)
Op
Pro
Ex,
po
ye
rtio
ar
n o
N
f
(4)
Cl
Mi
im
tig
at
at
e C
ion
ha
(5)
ng
e
Ad
Cl
im
ap
at
ta
e C
tio
n
ha
(6
ng
)
e
Wa
te
r
(7)
Po
llu
tio
n
(8)
Ci
my
rcu
(9)
lar
Ec
on
o
Bio
div
ers
ity
(10
)
Cl
Mi
im
tig
at
at
e C
ion
ha
(11)
ng
e
Ad
Cl
im
ap
at
ta
e C
tio
n
ha
(12
ng
)
e
Wa
te
r
(13
)
Po
llu
tio
n
(14
)
Ci
(15
rcu
)
lar
Ec
on
om
y
Bio
div
ers
ity
(16
)
gu
Mi
nim
ar
ds
um
(17
Sa
)
fe
on
N-
(A
(A
Pro
.2.)
.1.)
1
om
po
(18
or
Op
y-
rtio
)
-e
ali
Ex,
n o
lig
gn
ye
ibl
f T
ed
ar
e
ax
-
Ca
bli
ng
te
go
ac
ry
tiv
en
ity
a
(19

)
tio
Ca
na
te
go
l
ac
ry
tiv
tra
ity
ns
(20
i

)
eur % Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y; N;
N/EL
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
OpEx of environmentally sustainable activities
(Taxonomy-aligned) (A.1)
0,00 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00%
Of which enabling 0,00 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00%
Of which transitional 0,00 0,00% 0,00% 0,00%
A.2 Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)
EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL Y/N**
OpEx of Taxonomy-eligible but not environmentally sustainable
activities (not Taxonomy-aligned activities) (A.2)
0,00 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00%
A. OpEx of Taxonomy-eligible activities (A.1+A.2) 0,00 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00% 0,00%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-eligible activities 2.761.658,00 100,00%
Total 2.761.658,00 100,00%

Table 16: OPEX eligibility and alignment by objective

Proportion of OpEx / Total OpEx
Taxonomy-aligned per objective Taxonomy-eligible per objective
CCM 0,00% 0,00%
CCA 0,00% 0,00%
WTR 0,00% 0,00%
CE 0,00% 0,00%
PPC 0,00% 0,00%
BIO 0,00% 0,00%

2.1.8. Statement concerning activities involving the use of nuclear or fossil fuels

In 2024, CFE did not carry out any activities related to the use of nuclear energy or fossil fuels 2024.

Table 17 : Nuclear and fossil fuel activities

Row Nuclear energy related activities YES / NO
1 The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative
electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle.
NO
2 The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to pro
duce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen pro
duction, as well as their safety upgrades, using best available technologies.
NO
3 The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity
or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nu
clear energy, as well as their safety upgrades.
NO
Fossil gas related activities
4 The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that pro
duce electricity using fossil gaseous fuels.
NO
5 The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and
power generation facilities using fossil gaseous fuels.
NO
6 The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities
that produce heat/cool using fossil gaseous fuels.
NO

2.2. ESRS E1 : Climate change

Reducing GHG emissions and combating climate change are important objectives for the international community. The Paris Agreement's 1.5°C target states that global emissions must be substantially reduced by 2030 and become zero by 2050. In Europe, this ambition is supported by the European Green Deal.

Reducing GHG emissions, both in intensity and in absolute terms, has been and remains a priority for CFE. CFE is committed to implementing action plans to reduce these GHGs.

Since 2020, specific action plans have been put in place to limit the Group's direct emissions (scope 1 and 2). This applies in particular to mobility management and energy management at sites and headquarters.

Since 2020, CFE has been screening its indirect emissions (scope 3) to identify the main sources of emissions and prioritise action plans to target these main sources. A more detailed GHG Protocol analysis of indirect emissions was carried out in 2024, confirming the actions taken since 2020.

Implementing action plans to achieve our environmental ambitions is a collective responsibility. Every player, from the workers on construction sites to sustainability officers, project developers, design and methods departments and QHSE teams, plays a crucial role. Nevertheless, management has a major responsibility to ensure that action plans are implemented in their Business Units. To underline the importance of these ESG objectives, the achievement of environmental targets is integrated into their variable remuneration, including short- and long-term bonuses. Further details are available in the Remuneration report.

ESRS E1 GOV-3 13

2.2.1. SBM3: Material impacts, risks and opportunities and their interaction with strategy and business model

The construction sector has a significant impact on greenhouse gas (GHG) emissions. Construction activities consume large quantities of energy, mainly from fossil fuels, to produce materials such as cement, steel and glass. These materials are responsible for significant CO2 emissions during their manufacture. Construction sites also generate direct emissions through the use of machinery and vehicles. The buildings themselves, once constructed, continue to contribute to GHG emissions through their energy consumption for heating, cooling and lighting. Finally, construction and demolition waste management adds another layer of emissions, increasing the sector's overall carbon footprint.

The ESRS theme of "climate change mitigation" is material for CFE and its various subsidiaries, as GHG emissions can have a significant impact on the group's future results, mainly due to the financial impact of future carbon taxes. Business models still need to evolve, but face the following challenges: availability and scaling-up of new technologies, supply chains unable to support this scaling-up, and customers' willingness and ability to accept these additional costs.

Climate change mitigation is therefore a priority issue for the CFE group.

ESRS E1 SBM-3 18

CFE's activities, which include the construction of residential and non-residential buildings, do not make a substantial and direct contribution to climate change adaptation. These types of projects focus primarily on creating infrastructure to meet society's needs in terms of work, housing and education. While these buildings may incorporate elements of sustainability, such as energy efficiency and the use of eco-friendly materials, they are not specifically designed to substantially mitigate the impacts of climate

change on the community, such as extreme weather events or rising sea levels. Consequently, although these projects are essential for urban and social development, their direct contribution to climate change adaptation remains limited. As CFE does not actually hold any real estate in its portfolio, there is no real financial risk associated with climate change adaptation. The absence of these assets means that CFE is not directly exposed to the potential costs associated with upgrading or protecting infrastructure against climate impacts.

ESRS E1 SBM-3 19c

Although climate change mitigation is a material issue for CFE, involving the reduction of Scope 1 and 2 emissions as well as its energy consumption, the theme of energy transition is not considered a material subject. This is because Scope 3 emissions, including embodied and operational carbon, are significantly higher than direct emissions. In other words, indirect emissions linked to the materials used and building operations account for a much larger share of CFE's total carbon footprint, so the leverage effect of this energy transition is much less relevant than managing Scope 3 emissions. For this reason, CFE will not report on ESRS E1-5.

The assessment of impacts, risks and opportunities linked to climate change has been carried out taking into account the Group's different business lines, as each segment may present specific IROs. A consolidation exercise was then carried out as described in chapter 1.5 of the DMA. This analysis was carried out taking into account different time horizons (current, short-term, medium-term and long-term). On the other hand, the anticipated financial effects of IROs have been omitted by applying the phase-in principle.

ESRS E1 SBM-3 19 a, b , ESRS E1 SBM-3 AR7b

Although climate change is material for CFE, it does not constitute a risk requiring immediate and radical adaptation of the group's business model. Indeed, the current model is already in line with the strategy, which focuses on designing and developing sustainable buildings, intelligent industry and infrastructure for green energy and mobility. Rather, it's a transition to increased activity of this kind in the future, and both the teams and the company are ready for it.

ESRS E1 SBM-3 19 c, ESRS E1 SBM-3 AR 8b

2.2.2. E1.IRO-1: Description of the processes to identify and assess material climate-related impacts, risks and opportunities

CFE has assessed the list of ESRS themes in its DMA, including ESRS E1 climate change, ESRS E2 pollution, ESRS E3 water and marine resources, ESRS E4 biodiversity and ecosystems, and ESRS E5 resource use and circular economy. On the basis of the DMA carried out, only ESRS E1 climate change is identified as a risk with a high materiality of impact and financial impact. The process of identifying impacts, risks and opportunities is described in more detail in section 1.4.3 relating to DMA in Sustainability Statements. As stipulated in the ESRS, the DMA exercise covers the entire value chain and is assessed over different time horizons.

ESRS E1.IRO-1 20 a,b,c, AR 9 et AR12a

The main risks, opportunities and impacts are transition risks. These are detailed in chapter 1.5.2.

For climate risks, the phasing-in of provisions for the year ending 31 December 2024 have been used. CFE has developed a methodology for assessing climate risks and opportunities. This assessment will cover both physical and transitional risks in its own operations, as well as along the upstream and downstream value chain (including detailed scenario suggestions and time horizons to be covered in short-, medium- and long-term scenario analysis).

Phase in requirements for ESRS E1.IRO-1, AR 11 a, b, c & d, 21, AR 12 a, b, c & d, 21 et AR 15

An initial analysis indicates that no major physical risks have been identified in connection with the Group's activities. This analysis confirms the DMA results.

The assessment will therefore focus on transition risks. The results of this assessment could have an impact on the DMA exercise carried out.

2.2.3. E1-2 Climate change mitigation policies

CFE has drafted a policy entitled "Climate Change Policy". It does not cover climate change adaptation, as this theme has not been deemed material.

ESRS E1-2 24, 25

This policy applies to all the Group's activities and is addressed to all Group employees. It was drafted by the Group's CSO and approved by the Executive Committee and Board of Directors. It is available to employees via the Group intranet.

With this policy, CFE undertakes not only to monitor its GHG emissions, but also to implement the actions necessary to achieve its ambitions in terms of reducing these emissions.

Message from the Chairman and CEO Our ambitions and achievements Management report Sustainability statements Financial statements

To ensure the quality and completeness of the data monitored, this policy is accompanied by a specific manual on data definition and collection methods. Data is collected by the Business Units and consolidated by the central teams in accordance with GHG protocol methods.

This policy also addresses the roles and responsibilities of the various Business Units in drawing up local action plans. It is also based on standards and certifications specific to the various businesses (ISO, CO2 performance scale, etc.).

CFE revised its decarbonisation objectives in 2024 and now aims to reduce its direct emissions (scope 1 and 2) by 40% by 2030 compared with 2020 emissions. Indirect emissions (scope 3) need to be reduced by 20% by 2030, compared with the values measured in 2024.

ESRS E1-2 24

The path to decarbonisation is a complex one, as the construction sector has a long, fragmented and interdependent value chain. Rather than setting bold ambitions without concrete actions, CFE believes in annual progress based on operational excellence, available technologies and innovation efforts. The growth in turnover and CAPEX in line with the EU's taxonomy is further proof of this commitment.

There is clearly still a need to improve data collection, establish comparable baselines for the sector as a whole, and verify the feasibility and availability of technologies that can act as levers for decarbonisation. As a result, the 2050 transition plan is still under development. This takes into account the evolution of current technological limitations, insufficient sector innovation, and the overall lack of visibility on the commitments of the rest of the sector. Furthermore, Scope 3 emissions were only calculated this year, and still have their limitations, as already highlighted above.

On the other hand, a GHG reduction plan for 2030 has been put in place, demonstrating our decarbonisation efforts. This plan is based on the SBTi framework. Although not yet formally validated, CFE will adhere to the SBTi framework as soon as possible.

ESRS E1-1 16a

2.2.4. E1-1, E1-3 et E1-4: Transition plans, decarbonisation levers, targets and resources in relation to climate change policies

To remain in touch with the field and market while guaranteeing a global and integrated strategic approach despite its decentralised business model, CFE has put in place clear ESG governance.

The overall strategy, long-term vision and target setting is the responsibility of CFE's Executive Committee. In particular, this means that the Group's overall GHG emission reduction targets for 2030 and 2050 and the related transition plans (in line with the CSRD) are the responsibility of the Executive Committee.

On the other hand, each Business Unit develops its own specific reduction action plans, taking into account its own business and operating model. The relevance of these plans and the possibility of carrying out collective actions are assessed at Sustainability Boards.

As climate change and the negative impact of GHG emissions have been identified as material issues at Group level, these aspects are included in the annual ESG review at Board level. Changes in indicators and targets are also presented annually to the Audit Committee and the Board of Directors.

ESRS E1-1, 16 h & i

In 2024, 100% of Scope 1 and 2 GHG emissions are supported by a GHG reduction plan for 2030. For 2050, no commitment has been made for the reasons explained in section 2.2.3. Consequently, no Scope 1 and 2 GHG emissions are currently covered by a transition plan for this horizon. This plan is currently under development.

100% of Scope 1 and 2 GHG emissions have reduction targets set for 2030 (short-term). These targets are aligned with SBTi and therefore compatible with the Paris agreements to limit global warming to 1.5°C in terms of reduction ambition, although they have not yet been formally validated by SBTi.

ESRS E1-4, 34 e & 16 a

For Scope 3 GHG emissions, the most significant emission categories were mapped in 2024. Emissions representing less than 1% of the total are considered non-material and will not be reported. A consultant carried out an audit to verify that no material aspect of the scope 3 emissions calculation had been overlooked, and that the calculation methodology was indeed correct. The data collected in 2024 is considered a reference value for setting the basis for reduction efforts in 2030. Scope 3 emissions come mainly from the emissions category purchases of goods and services, and are based on expenditure data for the materials with the highest emissions for the business sector (concrete, steel, special techniques, façade elements). This calculation method will be subject to subsequent adjustments to improve accuracy. Where relevant to the company, more granular data will be collected based on activity data, to refine calculations and provide better information on actions to be taken. This will be an ongoing process for years to come.

Scope 3 GHG emissions have reduction targets set for 2030. Although these targets are compatible with the reduction ambitions of the Paris agreements, they are not formally validated by the SBTi. These targets will be determined according to the emission intensity of the various materials.

ESRS E1-4, 34 e & 16 a,g

Table 18 : Percentage of GHG emissions covered by a reduction target and/or plan

Datapoints 2024 Reference
GHG emissions for scope 1 and 2
Percentage of Scope 1 and 2 GHG emissions supported by a GHG reduction plan for 2030 100% ESRS E1-1
Percentage of scope 1 and 2 GHG emissions covered by a transition plan in line with the ESRS 0% ESRS E1-17
Percentage of scope 1 and 2 GHG emissions covered by a reduction target for 2030 100% ESRS E1-4
Percentage of scope 1 and 2 GHG emissions covered by a reduction target in line with the Paris agreements 100% ESRS E1-1 16 a
GHG emissions for scope 3
Percentage of scope 3 GHG emissions covered by a reduction plan for 2030 100% ESRS E1-1
Percentage of scope 3 GHG emissions covered by a transition plan in line with the ESRS 0% ESRS E1-17
Percentage of scope 3 GHG emissions covered by a reduction target for 2030 100% ESRS E1-4
Percentage of scope 3 GHG emissions covered by a reduction target in line with the Paris agreements 0% ESRS E1-1 16 a

2.2.4.1 Transition plan, objectives and progress

Direct emissions: Scope 1 and 2

As of 2021, CFE is committed to reducing its GHG emissions intensity by 40% by 2030 compared with 2020's values. In 2024, CFE reviewed its objectives by committing to reduce its absolute GHG emissions by 40% by 2030 compared with 2020's values. This target is compatible with the Paris Agreements and is in line with the SBTi (but has not been officially validated by the SBTi).

ESRS E1-4 33

Scope 1 and 2 emissions mainly concern production activities, i.e. Construction & Renovation and Multitechnics. It is therefore in these activities that actions aimed at limiting GHG emissions are mainly deployed. On the other hand, efforts relating to the fleet (company cars) concern all the Group's activities.

ESRS E1-4 34b

Lever 1 - Mobility and logistics

The first lever activated concerns mobility. As far as company cars are concerned, a mobility plan that benefits workers has been rolled out across the Group to encourage the adoption of alternative modes of transport such as cycling or public transport. Electric cars are widely encouraged. To facilitate adoption, charging stations are installed at most of the Group's worksites. The fill rate of the vans as well as their routes are being optimised, and tests are being carried out with hybrid and electric vans. Finally, trucks and other heavy construction equipment are gradually being replaced by less polluting vehicles. Mobility-related actions alone represent a potential 28% reduction in total GHG scope 1 and 2 emissions by 2030.

Lever 2 - Site energy consumption

A second tool for limiting GHG production is to reduce energy consumption for site installations. On site, we monitor energy consumption and can now optimise consumption by tracking down abnormal over-consumption in particular. Understanding of this consumption is supported by improvements in the insulation of the building site containers, as well as various corrective measures. Solar panels are also installed on many construction sites. The positioning of the site installations therefore also takes into account the optimisation of sunlight for the site cabins. In general, the use of green electricity is recommended on construction sites whenever possible. The reduction potential of these actions is of the order of 15% by 2030.

Particular attention is paid to generators used for site start-up or as occasional back-up for winter heating needs. These generators consume large amounts of energy. Pilot studies are being carried out with batteries or hydrogen generators. The reduction potential has not yet been assessed, as current technologies are not yet efficient.

Lever 3 - Office energy consumption

For existing head offices where CFE owns the premises, energy audits have been carried out as well as renovations to keep energy consumption to a minimum. Solar panels and energy management systems have also been installed. Finally, BPC, BPI Real Estate, CLE, Van Laere, VMA and CFE's head office have moved into new buildings designed and built by the group's entities, all of which are very low-energy buildings. CFE's new Wood Hub headquarters is particularly exemplary in terms of energy consumption. The building is heated and cooled by geothermal energy and heat pumps, and is equipped with 300 solar panels. This makes Wood Hub almost energy independent, with primary energy consumption of no more than 8.59 kWh per m². Compared with the current aver-

age of 180 kWh/m²/year for office buildings, Wood Hub stands out as an exceptional NZEB (Nearly Zero Energy Building), designed for the future. The reduction potential of these actions is fairly limited (less than 1%), as total energy consumption in offices is very low compared with construction sites. Nevertheless, these actions are necessary to be consistent with other actions and to establish a real corporate culture around the challenges of climate change.

Although we have taken advantage of most of the levers for reducing GHG emissions from scopes 1 and 2, CFE continues to seek further optimisation of its energy consumption. The company regularly tests new pilot projects on its worksites, and closely monitors technological advances and innovations in this field. Particular attention is paid to construction site generators, for which current technology unfortunately does not yet meet market expectations.

ESRS E1-3 29a, ESRS E1-3 AR21, ESRS E1-1 14, 16b,j, ESRS E1-4 34f, 16b

To ensure that these various measures are followed up, and that worksites choose the solutions best suited to their situation, CFE has compiled all solutions that bring good results in a handbook called the 'Greenbook'.

By 2024, CFE has already achieved an absolute reduction of 25% in total scope 1 and 2 compared with the 2020 reference values. The expected results for 2024 were to achieve a 16% reduction on 2020 values. These excellent results are due in particular to the rapid adoption of on-site energy optimisation methods and an effective fleet greening policy.

ESRS E1-3 29 b

Table 19 : Scope 1 and 2 GHG emissions by source

Scope 1 and 2 results of
actions taken
Unit 2020
Reference
2023
N-1
2024
N
Improvement
on N-1
Improvement on
reference year
Scope 1 tCO2eq 15,812.17 13,974.47 11,235.58 -20% -29%
Fleet tCO2eq 11,713.19 9,821.61 8,329.56 -15% -29%
Fuel tCO2eq 3,319.34 3,078.64 1,966.17 -36% -41%
Gas tCO2eq 779.64 992.62 899.72 -9% 15%
Refrigerants tCO2eq 0.00 81.60 40.13 -51%
Scope 2 tCO2eq 1,872.00 1,412.11 1,954.99 38% 4%
Electricity tCO2eq 1,872.00 1,342.15 1,742.15 30% -7%
Electricity for the fleet tCO2eq 0.00 69,96* 212.84 204%
Total scope 1 and 2 tCO2eq 17,684.17 15,386.58 13,190.57 -14% -25%

*In the previous year's report (2023), GHG emissions linked to electric vehicle charging were erroneously calculated in scope 1 instead of scope 2, which explains the minimal deviation in scope 1 and 2 values for 2023 (67.69 tCO2eq). However, total Scope 1 and 2 emissions for 2023 remain unchanged

ESRS E1-3 29 b, ESRS E1-4 34 a,b

Indirect emissions: Scope 3

In 2024, CFE carried out a complete analysis of its indirect emissions according to the GHG Protocol. This analysis highlighted the material categories of Scope 3 GHG emissions, which are "purchases of goods and services", which accounts for 92% of emissions, "use of products sold", which accounts for 7% of emissions, and to a lesser extent "goods and equipment", which accounts for 1% of emissions. In the "purchases of goods and services" category, this analysis shows that a small category of materials is responsible for the majority of these emissions. These include concrete, steel, façade elements and, to a lesser extent, technical building installations such as HVAC, piping, cabling, etc. Taking into account this analysis, as well as current technologies, information and construction methods, CFE has defined its objectives for 2030. CFE has carried out an in-depth study of the stated objectives of its value chain, in particular those of suppliers of materials with a high impact on GHG emissions. Based on this information, CFE has set itself the target of reducing its Scope 3 emissions by 20% by 2030, based on 2024 values. A detailed reduction plan has yet to be drawn up, requiring a more granular analysis of the data. Specific targets for the "use of products sold" category will also be defined from 2025. The 20% reduction target applies to the entire CFE group.

ESRS E1-3 AR21, ESRS E1-4 33, ESRS E1-4 34b

As 2024 is the reference year, so far there are no measurable results from the actions undertaken.

ESRS E1-3 29 b

Lever 1 - Sustainable suppliers and materials

The main lever for reducing scope 3 GHGs is therefore the commitment of suppliers who themselves have targets and reduction plans in line with the Paris agreements.

Alongside this lever, CFE also wants to take a pro-active approach.

As a developer, BPI Real Estate is committed to developing sustainable projects and limiting both the level of embodied carbon and

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the carbon content of its buildings. BPI Real Estate uses Life Cycle Assessment (LCA) in accordance with EN19578 and relies on the taxonomy's criteria wherever possible.

As Multitechnics contractors and companies, CFE actively proposes sustainable and innovative alternatives at the tender stage or even during project execution. These may be reused material alternatives, bio-sourced materials, or others.

A centralised centre of expertise supports field teams in developing these sustainable variants and solutions, and also centralises best practices in a database available to all Group employees.

CFE is also involved in innovative pilot projects, such as the Buildwise project to optimise site logistics through the use of consolidation centres with Buildwise.

Lever 2 - Stimulating change in the sector

CFE participates in, and/or chairs, numerous sector-specific working groups aimed at implementing large-scale sustainable and innovative solutions. In particular, this concerns the circular economy, the adoption of the "CO2 performance ladder", the revision of public specifications, etc. CFE is also particularly active in the Belgian Alliance for Sustainable Construction (BA4SC), which brings together representatives of the various professional associations in the construction sector around the themes of sustainability and climate change in particular.

Lever 3 - Opportunities in the business model

CFE has also launched three new Business Units aimed at bringing a new, more sustainable approach to construction projects. They are Wood shapers, Vmanager and Pulse.

Wood Shapers, a subsidiary of the CFE group, specialises in sustainable construction using mainly wood and other bio-sourced materials. With its focus on reducing carbon footprints and using recyclable materials, Wood Shapers contributes to greener construction. Furthermore, the spaces created by the company are designed to enhance the well-being of occupants through healthy materials and safer working environments.

VMA offers ESCO services that provide guaranteed energy performance to clients who so desire. In 2020, VMA launched Vmanager, a piece of software and an App targeting energy savings, energy flow management and, in general, construction technology management. This innovative tool facilitates intelligent and sustainable management of new and renovated buildings by combining VMA's technical expertise, intensive monitoring and tools to supervise and control their actual energy performance. The development of Vmanager combined with the know-how of VMA makes it possible to offer a global solution for energy management. Finally, Pulse specialises in property redevelopment, offering an integrated solution to improve energy efficiency, reduce carbon emissions and increase occupant comfort. The company offers services ranging from energy and environmental audits to complete building renovation and the installation of innovative technologies. Pulse aims to increase the value of its clients' real estate assets while meeting environmental requirements and guaranteeing an optimal return on investment.

ESRS E1-3 29a, ESRS E1-1 14, 16b,j

Summary table of GHG reduction targets

Table 20: GHG reduction targets

Specific CO2 reduction
targets
Reference
year
Reference
value
target year
for the
objective
value 2024 reduction in 2024
compared with the
reference year
expected reduction in
target year since refer
ence year
tCO2eq tCO2eq % tCO2eq % tCO2eq
Scope 1-2 market based 2020 17,683.79 2030 13,190.57 -25% -4,493.22 -40% -7,073.52
Scope 3 2024 482,306.42 2030 482,306.42 0% 0.00 -20% -96,461.28

other actions concern raising awareness or switching to alternative means of transport, which are included in the Group's mobility plan. This plan takes into account all aspects of mobility (TCO, taxes, etc.) and does not involve any particular costs or investments.

Levers 2 and 3: Energy consumption on site and in the offices

To limit this, on-site consumption is monitored daily to prevent energy wastage, solar panels are being installed on the site barracks and more efficient generators are being used. There are no major costs associated with these actions, as the reduction in consumption generally offsets the investment in equipment. These amounts are marginal. At the same time, a switch to green energy has already been in place since 2020.

The relocation of CFE and its subsidiaries BPC, BPI, CLE, VMA and Van Laere to new buildings that consume very little energy (notably Wood Hub), as well as the renovation of other group headquarters, has also significantly reduced the group's energy consumption. CFE has not identified any assets whose economic lifetime should be reduced.

Note on CAPEX aligned with European taxonomy

Capex plays an essential role in the development of sustainable activities. These relate to equipment and machinery, CFE's own fleet and, to a lesser extent, CFE's offices and production sites. In 2024, a total of EUR 27 million was invested in these categories, 13.97% of which was directly linked to sustainable projects, in accordance with the EU taxonomy.

Indirect emissions: Scope 3

At this stage, it is too early to draw conclusions on the resources supporting the transition plan for Scope 3 emissions. It's a complex subject because it concerns the entire value chain. A more detailed analysis will be carried out in 2025. Nevertheless, the initial trends are as follows:

The CFE group's activities will be developed to reduce costs in terms of CO2 emissions, particularly in terms of the choice of materials and transporting materials and waste in the Construction & Renovation and Multitechnics segments. It is also expected that the proportion of renovation and energy-efficiency renovation work will increase as the regulatory framework evolves. The financial impact of the choice of materials or the development of new approaches to transport is estimated at the project submission stage and then incorporated into the commercial offer submitted to the customer. This study is carried out on a project-by-project basis, so margins are re-evaluated at the start of each new order. On the other hand, a residual risk is the cost of the inefficiencies inherent in learning new production techniques or new approaches to logistics. This is because it is not always possible to anticipate (both at contractual level and when preparing for project implementation) and quantify with sufficient accuracy.

The real estate business systematically includes solutions for reducing the energy consumption of buildings during the development of new projects. In addition, renovation projects for existing buildings are becoming increasingly common. Once the land has been acquired to develop a project, a feasibility study is carried out. The cost price of the project is estimated and incorporated into the commercial offer made to customers.

Specific framework

To ensure that these actions are implemented, CFE has strengthened its management team with local Sustainability Officers working in the various Business Units, as well as a team working at the holding company to consolidate information and support local teams. The cost of this specific framework is included in "operating costs" as presented in the Financial Report on page 128. Further details will be provided from 2025 onwards.

ESRS E1-3 29 ci, ESRS E1-1 16c

The resources linked to the transition plan will be reassessed in greater detail in 2025 to analyse the costs linked to the scope 3 reduction plan, once this has been finalised.

Similarly, an analysis will be made to take account of the 2050 targets and the corresponding reduction plan once it has been finalised.

No significant capital investment is planned for economic activities related to thermal coal, nuclear power or fossil fuel. ESRS E1-1 16 f; ESRS E1-3 29 c ii,16 c & c iii,16 c

2.2.4.3 Risks of blocking GHG emissions

Capital expenditure (CAPEX) has been assessed and the blocking risk has not been considered significant. ESRS E1-1 16 d

2.2.4.4 EU benchmarks aligned with Paris agreements

Neither CFE nor any of its subsidiaries are excluded from the EU benchmarks aligned with the Paris agreements. ESRS E1-1 16 g

2.2.5. E1-6: Gross Scopes 1, 2, 3 and Total GHG emissions

2.2.5.1 Total GHG footprint

Gross greenhouse gas emissions are calculated in accordance with the GHG protocol. This means that they are not limited to carbon dioxide (CO2) alone, but also include other greenhouse gases such as methane (CH4), nitrous oxide (N2O), hydrofluorocarbons (HFCs), perfluorocarbons (PFCs), sulphur hexafluoride (SF6) and nitrogen trifluoride (NF3).

ESRS E1-6 AR 39b

For the CFE group, the limits of GHG reporting under financial (accounting) and operational control are the same. This is due to the fact that all Business Units are fully integrated into the consolidated financial statements. Projects under joint control (joint ventures or joint operations) are accounted for according to CFE's share (pro-rata) in the project. This integrated approach ensures that greenhouse gas (GHG) emissions reporting is consistent with financial reporting.

ESRS E1-6 50

Table 21 : GHG emissions by scope

Unit 2020
reference year
2022 2023 2024 Reference
tCO2eq 15,812.17 13,914.14 13,974.48 11,235.58 ESRS E1-6 48 a
% 0% 0% 0% 0% ESRS E1-6 48 b
GHG emissions for scope 2
Total gross scope 2 lease-based GHG emissions tCO2eq NC* NC NC 3.520,07 ESRS E1-6 49 a, 52 a
Total gross scope 2 market-based GHG emissions tCO2eq 1.872.00 1,394.96 1,412.11 1,954.99 ESRS E1-6 49 b, 52 b
Significant GHG emissions for scope 3
Total gross indirect scope 3 GHG emissions tCO2eq NC NC NC 482,306.42 ESRS E1-6 51
Category 1. Purchased goods and services tCO2eq NC NC NC 445,204.25
Category 2. Capital goods tCO2eq NC NC NC 4,968.62
Category 3. Fuel and energy-related activities tCO2eq NC NC NC Non material
Category 4. Upstream transportation and distribution tCO2eq NC NC NC Included in
Category 1
Category 5. Waste generated in operations tCO2eq NC NC NC Non material
Category 6. Business travel tCO2eq NC NC NC Non material
Category 7. Employee commuting tCO2eq NC NC NC Non material
Category 8. Upstream leased assets tCO2eq NC NC NC Not applicable
Category 9. Downstream transportation and distri
bution
tCO2eq NC NC NC Not applicable
Category 10. Processing of sold products tCO2eq NC NC NC Not applicable
Category 11. Use of sold products tCO2eq NC NC NC 32,133.75
Category 12. End-of-life treatment of sold products tCO2eq NC NC NC Included in
Category 1
Category 13. Downstream leased assets tCO2eq NC NC NC Not applicable
Category 14. Franchises tCO2eq NC NC NC Not applicable
Category 15. Investments tCO2eq NC NC NC Non material
Total GHG emissions for scope 1-2-3 location based tCO2eq NC NC NC 497,062.07 ESRS E1-6 44, 52 a
Total GHG emissions for scope 1-2-3 market based tCO2eq NC NC NC 495,496.99 ESRS E1-6 44, 52 b

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Unit 2020
reference year
2022 2023 2024
NC NC NC Not applicable ESRS E1-6 AR 43c,
45e, 46j
Reference

*NC means not considered

ESRS E1-6 44, 46d ; ESRS E1-6 48 a,b, 49 a,b, 52 a,b, 51, AR43c, AR45e, AR46j

Table 22 : Désagrégation des émissions de GES par segment d'activité

Disaggregation of 2024 GHG
emissions by business segment
Unit Construction and
Renovation segment
Real Estate Develop
ment segment
Multitechnics
segment
Investment and
Holdings segment
Total gross GHG emissions for
scope 1 and 2 market based
tCO2eq 6,530.58 53.81 6,518.67 87.51
Total significant gross Scope 3 GHG
emissions
tCO2eq 337,228.42 36,513.53 108,564.46 Non-material
Total GHG emissions for scope
1-2-3 market based
tCO2eq 343,759.00 36,567.34 115,083.13 Non-material

ESRS E1-6 AR 41

Scope 1 – direct emissions

Direct emissions are reported according to the GHG protocol and are calculated for all Group activities. The Holdings and Investment segment, of which CFE does not exercise exclusive control, only takes into account emissions linked to the head office. Emissions come mainly from the fleet (cars, vans and trucks) and energy (gas and fuel oil) used on construction sites and at the Group's various headquarters.

The fleet alone accounts for 74% of these emissions.

The emission factors used to calculate Scope 1 direct emissions are taken from the database www.CO2emissiefactoren.be. This database is regularly updated, and the factors taken into account relate to the year 2024.

ESRS E1-6 AR39 b

The accuracy level is 100% based on primary data.

ESRS 2 BP-2 10 c

Scope 2 – indirect emissions

Scope 2 emissions, as reported according to the GHG protocol, are calculated for all group activities, with the exception of the Investments and Holdings segment, for which CFE does not have operational management. They include indirect GHG emissions mainly arising from the production of electricity purchased and consumed by CFE and its subsidiaries. Scope 2 emissions based on location are calculated by multiplying purchased electricity volumes by the emission factors specific to each country. To calculate Scope 2 greenhouse gas emissions using the market-based approach, CFE relies on green electricity contracts as the contractual instruments for the electricity purchased. In total, CFE's commitment is reflected in the fact that 73% of the kWh purchased and consumed uses green electricity. This percentage of green electricity corresponds fully to combined contractual instruments.

Percentage of contractual instruments used for the sale and purchase of energy grouped with attributes concerning energy gener
ation in relation to Scope 2 GHG emissions.
73%
Percentage of contractual instruments used for the sale and purchase of energy attribute claims not grouped in relation to Scope 2
GHG emissions.
0%

ESRS E1-6 45d

The emission factors used to calculate emissions from electricity used in Belgium come from the www.CO2emissiefactoren.be database and from www.aib-net.org. The emission factors used to calculate emissions from the energy mix in Poland, Luxembourg and Germany come from the www.aib-net.org database. Finally, the emission factors used to calculate emissions from location-based electricity in Poland, Luxembourg and Germany come from the Statista database. These databases are regularly updated, and the factors taken into account relate to the year 2024, or the most recent values if those for 2024 are not available.

ESRS E1-6 AR39b

The accuracy level is estimated at 100% based on primary data.

ESRS 2 BP-2 10 c

Scope 3 – indirect emissions

Scope 3 emissions are reported according to the GHG protocol, with the Scope 3 inventory divided into 15 categories. CFE plans to gradually improve the accuracy of the values reported for Scope 3. 2024 is considered a reference year for determining a base value on which CFE can set its decarbonisation targets. In 2024, CFE will only report on those categories of scope 3 that are material, i.e. whose value is greater than 1% of the total value of scope 3.

The calculation method used in 2024 means that the categories 'Upstream transportation and distribution' and 'end-of-life treatment of sold products' are already included in the 'Purchased goods and services' category. This is due to the fact that almost all the emission factors used in category 1 concern full EPDs integrating the end of the production cycle and transportation of products. This methodology is applied to avoid double counting. Next year this figure will be disaggregated as far as possible to reflect a correct allocation, in order to be fully aligned with the GHG Protocol.

ESRS E1-6 AR 46 i, 46 h

The following relevant categories have been identified at this stage as material in line with the methods used to estimate emissions:

  • Category 1: Purchased goods and services: This category mainly concerns emissions linked to the manufacture and use of materials in projects carried out by the Group. In 2024, the calculation method used is as follows. CFE has listed the types of materials which, according to recent studies in the sector, account for the largest share of emissions linked to their production (around 80%). CFE then inventoried all the expenses linked to these materials and services. Finally, the selected expenditure is multiplied by the corresponding generic emission factors. These emission factors are taken from generic EPDs.
  • Category 2: Capital goods: The starting point for this category is the CFE balance sheet. Capital goods are classified under 'property, plant and equipment'. This section can be divided into the following categories: • Land - Buildings - Equipment - Vehicles. Each of these categories is associated with a CAPEX value, which is multiplied by a corresponding generic emission factor. These emission factors are taken from generic EPDs.
  • Category 11: Use of sold products: This concerns energy consumption for the next 50 years in buildings developed by BPI Real Estate, and in buildings for which an ESCO-type contract has been signed with Vmanager. The basis for calculating scope 3 is directly linked to the provisional EPB of the buildings under construction.

Non-material categories: 3. Fuel and energy-related activities, 5. Waste generated in operations, 6. Business travel, 7. Employee commuting, 15. Investments.

Categories accounted for elsewhere: 4. Upstream transportation and distribution is included in category 1. Purchased goods and services, 12. End-of-life treatment of sold products is recorded in category 1. Purshased goods and services

Categories that do not apply to CFE activities: 8. Upstream leased assets, 9. Downstream transportation and distribution, 10. Processing of sold products, 13. Downstream leased assets and 14. Franchises.

ESRS E1-6, AR 46 i

The Scope 3 figures disclosed should be considered as initial estimates, mainly based on expenditure data or provisional EPB. This results in 0% primary data. These estimates are subject to subsequent adjustments. More granular activity data will be implemented over the coming years.

ESRS 2 BP-2 10 c, E1-6, AR 46 g

The conversion factors used for categories 1 and 2 come either from generic EPDs, or from material-specific databases. These are ADEME, INIES and Climatiq. For concrete materials, the EPDs used come from Fedbeton. For category 11, the conversion factors used are the same as those used to calculate location based on scopes 1 and 2.

ESRS E1-6 AR39 b

Scope 3 emissions are calculated and reported for the first time in 2024. There are no changes in scope or method to report for Scope 1 and 2 emissions. Scope 1, 2 and 3 emissions are presented for the first time in 2024, distinguishing between "market-based" and "location-based" values. In the past, only market-based values were reported. There are no events to report that could have had a significant impact on the values reported.

ESRS E1-6 47, 42c

2.2.5.2 GHG intensity based on net revenues

Carbon intensity is calculated by dividing the quantity of CO2 produced by the consolidated turnover of the past year for all CFE and subsidiary activities.

ESRS E1-6 53, 55 & AR55

This calculation method differs from that used in previous years. The relative emissions previously reported were calculated by

taking into account only direct emissions from Scope 1 and indirect emissions from Scope 2, as well as turnover from "productive" activities, i.e. those responsible for these emissions (Construction & Renovation and Multitechnics segments only). From this year onwards, indirect scope 3 emissions are also taken into account. It is therefore more consistent to use consolidated turnover as the divisor. This value is identical to the turnover figure in the financial statement.

Table 23 : GHG emissions intensity

Datapoints 2024 Reference
Intensity of Scope 1 and 2 GHG emissions by net income
Location-based (tCO2eq/M€) 12.48
Market based (tCO2eq/M€) 11.16
Intensity of Scope 1, 2 and 3 GHG emissions by net income
Location-based (tCO2eq/€M) 420.47 ESRS E1-6 53
Market based (tCO2eq/€M) 419.14 ESRS E1-6 53

The table below shows a reconciliation with net income on the income statement.

ESRS E1-6 AR 55

Table 24: Net income used for intensity calculations
Revenue reconciliation 2024 Reference
Net income used to calculate GHG intensity (€) 1,182,169,203.98
Other revenue (€) -
Total net income (as stated in the financial declaration)(€) 1,182,169,203.98 ESRS E1-6 AR55

2.2.6. E1-7: GHG removals and GHG mitigation projects financed through carbon credits

CFE has no disposal or storage of GHGs resulting from projects developed as part of its own activities or to which it has contributed in their upstream and downstream value chain. In addition, there are no GHG emission reductions or removals taken into account in the GHG emissions disclosed from climate change mitigation projects outside their value chain, which they have financed or intend to finance through the purchase of carbon credits.

ESRS E1-7

2.2.7. E1-8: Internal carbon pricing

CFE does not have internal, structured carbon pricing systems to support decision-making or incentivise the implementation of climate-related policies and objectives.

ESRS E1-8

2.2.8. E1-9: Anticipated financial effects from material physical and transition risks and potential climate-related opportunities

In 2024, guidelines for Group companies were drawn up in collaboration with other AvH Group companies to define climate risks (both physical and transitional) and identify opportunities. Pilot projects were carried out with an external consultant to gain a better understanding of the data requirements needed to translate climate risks into monetary value.

An initial analysis of CFE's activities has shown that, generally speaking, they do not present any physical climatic risks. Indeed, CFE is a company with a limited number of physical assets (such as buildings, machinery or land). The risk of these assets being exposed to the physical risks associated with natural disasters (floods, storms, etc.) which could damage them is not very material. Our business model is based on carrying out and selling projects rather than owning and operating physical assets, so physical risks are considerably reduced.

ESRS E1-9 66a,b,c,d, ESRS E1-9 AR70ci, ESRS E1-9 AR69a,b

With regard to transition risks, the complementary analysis exercise is still ongoing. CFE will therefore be gradually introducing information on this subject.

From the next reporting year onwards, qualitative information will be provided, and by the year ending 31 December 2027, a monetary impact should be reported.

Phase in requirements for ESRS E1-9 67, 68,69 & AR 72,73

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CFE carries out a very limited number of activities for TotalEnergies and INEOS, which operate in the oil and gas sector.

Tableau 25 : Revenus nets provenant de clients opérant dans des activités liées au charbon, au pétrole ou au gaz

Value in Euros (€) Value as a percentage of total reve
nues (%)
Net revenues from customers operating in coal-related industries - -
Net revenues from customers operating in oil-related Industries 20,426.59 0.002%
Net revenues from customers operating in gas-related Industries 33,911,454.64 2.869%
Total revenues - group share 1,182,169,203.98 100.000%

ESRS E1-9 67e

3. SOCIAL INFORMATION

3.1. ESRS S1: Policies related to own workforce

People are at the heart of the CFE Group's strategy.. CFE contributes to creating significant direct employment (2,854 workers), as well as indirectly through its various subcontractors and suppliers. Since 2020, CFE has run an employer branding campaign highlighting the "Framily" (family & friends) that characterises it. The modest size of the subsidiaries and the soundness of the Group, as well as the numerous synergies are what make CFE strong and unique.

CFE wants to pay full attention to safe and healthy workplaces. The severity and frequency of accidents at work are given priority attention by each Board of Directors. CFE performs better in this area than the sector average in Belgium, according to official Fedris information available at www.fedris.be. This does not prevent CFE from improving its score every year. A policy of awareness raising, training and prevention are important tools in this respect. The integration of safety into methods and site preparation also contributes to this. Regular site visits are carried out to check compliance with procedures. To take into account the specificity and level of risk of the CFE teams' various activities, specific objectives have been set for each segment. CFE has chosen to use the severity rate (LTIGR) as an indicator to monitor the effect of safety actions.

3.1.1. SBM2 Interests and views of stakeholders

The interests, opinions and rights of CFE staff, including respect for human rights, are taken into account in the company's strategy and business model. People are at the heart of CFE's strategy, but its workers are also the driving force behind its development. The values that drive CFE workers are reflected in the acronym H.E.R.O. (Happener, Engaged, Reliable and One). CFE workers are "Happeners". Solution-oriented, they dare to think that they can make a difference and change the world. They are also "committed" and passionate people who actively strive to satisfy their customers and colleagues alike. Trust and respect for our principles are essential values for CFE. We say what we do and do what we say. CFE workers are "Reliable". Finally, we believe in the strength of our group and act as a team. We are simply stronger together, when we act as "One" team.

Each meeting of the management committees of the various Business Units and of each Executive Committee begins with an update on health and safety.

The safety and health dashboard and KPIs are permanently accessible to all BU management committees and the Executive Committee. Group strategy, including health and safety strategy, is presented at least once a year to the Audit Committee and the Board of Directors. Health and safety are part of the Community pillar of the CFE group's SPARC strategy (Shift, Perform, Accelerate, Return and Community).

ESRS 2 SBM-2

3.1.2. SBM3 Material impacts, risks and opportunities and their interaction with strategy and business model

The DMA exercise (chap 1.5.1) has demonstrated that health and safety are material sub-themes for CFE and its subcontractors. In particular, there is a significant risk of negative impact, as accidents can occur on site, leading to serious incapacity, permanent after-effects and even death.

The heart of CFE's business happens on the construction sites. The work is carried out by CFE's own workers or by subcontractors. At present, there's no way of carrying out these projects without manpower. Every effort must therefore be made to limit these risks.

CFE applies the same approach to safety on all its projects, regardless of the type of project or the country in which it is carried out. The supervision and training of workers on all projects is also of the same standard, irrespective of the country. Nevertheless, the personnel who are most at risk on site are the workers who spend 100% of their time on site. Special attention is therefore paid to their training and supervision. Since the risks are identical, CFE applies the same rigorous safety standards to all

those working on site.

Nevertheless, safety remains the responsibility of every worker. Each one is responsible for doing everything in his or her power to work safely, not to put another employee at risk, and to report any situation presenting a potential risk.

Each project may present specific health and safety risks. A specific risk analysis is therefore carried out before the start of each project. A specific onboarding brochure is produced for each site. Among other things, it sets out the rules to be followed on site, as well as any special points of attention. Every worker and subcontractor receives this brochure and specific training when they first arrive on site. A check is made to ensure that this onboarding is understood before the worker is allowed to start work on the site. Monthly training sessions, known as toolbox meetings, tailored to specific projects and project phases, are also organised.

Having a good safety culture in the construction sector offers many opportunities for attracting new employees, especially in a context of strong competition for talent. First and foremost, a well-established safety culture improves a company's image. Potential candidates are often attracted by employers who emphasise the safety and well-being of their workers. This shows that the company cares about its workers and is willing to invest in their protection.

Secondly, a culture of safety reduces the number of accidents and incidents on construction sites, resulting in a safer, more pleasant working environment. Current and potential workers are more likely to stay and join a company where they feel safe. Additionally, a good safety culture can increase worker satisfaction and motivation. When workers feel protected and valued, they are more committed and productive. It can also reduce staff turnover, which is a considerable advantage in a sector where talent retention is crucial.

Finally, promoting a culture of safety can also enhance a company's reputation in the industry, attracting quality talent who are looking for responsible and reliable employers.

Transition plans aimed at reducing negative environmental impacts and making operations more environmentally-friendly and climate-neutral have no known material impact on workers in the short to medium term. Nevertheless, in the longer term, we can assume that greater industrialisation of projects, including more prefabrication, should have a positive impact on safety. Prefabrication in the construction industry offers a number of significant advantages in terms of worker health and safety. By prefabricating components in a controlled environment, such as a factory, we reduce the number of workers and complex on-site operations, thereby reducing the risks associated with working at height and dangerous handling. Prefabricated elements arrive ready for assembly, reducing the need for arduous, repetitive physical tasks on the site, and helping to reduce musculoskeletal disorders among workers. In addition, prefabrication makes it possible to better manage working conditions in the factory, where safety standards can be more strictly enforced, including better management of personal protective equipment and safety procedures. Finally, prefabrication minimises construction waste and on-site nuisances such as noise and dust, improving the overall working environment.

CFE's activities take place mainly in Belgium, Luxembourg and Poland. CFE complies not only with national regulations, but also with European regulations on human rights and labour rights in particular. As a result, no particular risks have been identified with regard to child or forced labour.

ESRS S1-SBM-3

3.1.3. S1-1 Policies related to own workforce

In its "Code of Conduct", CFE's first rule is to protect its teams and partners. CFE is committed to zero accidents, to setting an example and to providing the resources, support and training needed to ensure the safety and well-being of its workers and partners. This code is available on the group intranet and on the CFE website.

Respect for human rights is also covered in detail in this code, as well as in a specific policy (Human Rights Policy) which is available on the CFE website.

These various codes and policies respect the International Bill of Human Rights (United Nations), the Declaration on Fundamental Principles and Rights at Work (International Labour Organization) and the OECD Guidelines for Multinational Enterprises. Further information on this Code can also be found in chapter 4.2.

ESRS S1-1 20 a, b, c, ESRS S1-1 21

Health and safety being a material risk for CFE, a specific policy has been drawn up. This policy is regularly reviewed in consultation with the Safety Board (a Group-wide body headed by the Group Head of Safety and made up of QHSE managers from each BU) to ensure that it is aligned as closely as possible with the realities of the business. It was last revised in 2024 and approved by the Executive Committee and the Board of Directors. The revision of this QHSE policy has made it possible to simplify the text and make it comprehensible to all workers. The objective of this policy has not changed, however, as it is still aimed at zero accidents. This policy applies to all workers of the CFE group (directors, managers, employees and site workers) as well as its subcontractors and partners. Everyone is responsible for their own safety and that of their colleagues.

This policy, which aims for zero workplace accidents and zero environmental incidents, specifies, among other things:

  • compliance with ISO 9001, 14001 and 45001 standards;
  • compliance with all applicable QHSE laws, regulations and industry standards;
  • relying on specific training;
  • the identification and assessment of all potential QHSE risks, and the implementation of control measures to mitigate these risks;
  • reporting and investigating all incidents, accidents and near-misses;
  • communication of QHSE policies, procedures and performance;
  • the Executive Committee's commitment to implementing this policy.

This policy is available on the intranet and posted in site offices. It is also part of the onboarding of workers and subcontractors starting work on each site, and in the onboarding of all new employees. A specific communication campaign ("Go for zero") also covers the various aspects of this policy.

ESRS S1-1 17,18,19, ESRS S1-1 23

Risks relating to child labour and forced labour have been assessed as non-material given the geographical scope of the Group's activities. Nevertheless, the various policies implemented by CFE remind us of the obligation for all our employees and business partners to scrupulously respect the rules and laws in force on this subject. These topics are covered in particular in the Code of Conduct and the Human Rights policy.

ESRS S1-1 22

Each employee is equally responsible for the safety of the sites, for his or her own safety and for that of third parties. Nevertheless, the Group's workers benefit from training specific to their activities. No other groups or individuals have been identified as being more vulnerable in terms of health and safety in our operations.

ESRS S1-1 24 a,b,c,d

3.1.4. S1-2 Engagement processes with own workforce and their representatives

Health and safety are the responsibility of all workers. Nevertheless, CFE has put in place a solid structure to supervise workers, help set up suitable work procedures and implement solutions to keep the risk of accidents to a minimum.

3.1.4.1 Supervisory structure

A Head of Safety ensures that the safety culture is standardised across all the Group's BUs. Each BU has at least one prevention advisor. The number of advisors depends on the number of jobs, the type of work and their geographical location. These prevention consultants meet monthly as part of a "Safety Board". The aim of these meetings is to define QHSE best practices, work methods and the most suitable equipment.

Prevention advisors are responsible for monitoring these working methods in their BU. They regularly visit their BU's worksites to ensure compliance with safety rules and to advise teams. They are also involved in the site preparation phase, helping teams to select the best work methods and carry out project-specific risk analysis. Finally, they write the onboarding brochure for the site.

3.1.4.2 Onboarding and training

Onboarding workers is an ideal time to present the risks specific to the project, and to make sure they understand them. All our own workers and subcontractors must attend this onboarding session before entering the site for the first time.

A specific monthly training session called a toolbox meeting is organised on all sites. This training is an opportunity to present a risk specific to the project and the phase of work in progress, or to reiterate general safety rules.

Each CFE group worker must also take and pass a specific VCA training course, which is valid for 10 years.

Finally, a "safety day" is organised every year. It's a training day for all site operatives, with a special focus on safety and well-being.

3.1.4.3 Management involvement

The entire management team (including the extended Executive Committee) is committed to visiting an ongoing project at least once a month. The aim is to raise management awareness of safety risks and show teams that safety is a priority for management. In fact, every meeting of the management and Executive Committees starts with a safety update and an assessment of the evolution of specific KPIs.

3.1.4.4 Continuous dialogue

Dialogue with Group employees on the subject of safety is ongoing. Every worker is invited to share his or her comments on safety issues as soon as a risk or shortcoming is identified. Nevertheless, two specific types of survey have been carried out in 2023 and 2024 to hear employees' views in a more targeted way.

The first survey, called NOSAQ, is designed to ask workers about their safety culture and their perception of safety within the Group. Analysis of the responses received led to the development of an awareness campaign called "GO for zero". The aim of this campaign is to remind people that every accident, however minor, is one too many. At the same time, the safety charter was reviewed and approved by the entire management team.

eNPS surveys are also carried out on a regular basis. In addition to the positive results of this survey, identifying the points of improvement put forward by employees allowed for a rapid response to these expectations.

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The various BU management committees are also in regular dialogue with their employees via monthly Works Councils and Workplace Prevention and Protection Committees (CPPT).

Each BU must also draw up a strategic plan that includes the issue of safety. These plans are validated by the Group's various governing bodies. Specific safety KPIs are also presented to the Audit Committee at least once a year.

Finally, to draw inspiration from best practices in the sector, CFE is represented on the ADEB-VBA Safety Board, which meets quarterly. ESRS S1-1 20b, ESRS S1-2 25, 26, 27

3.1.5. S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns

CFE encourages open dialogue and transparency regarding ethical concerns and potential violations of the "Code of Conduct", including all health and safety concerns.

Workers are encouraged to report any suspected violations, starting with the usual reporting channels including, but not limited to, reporting to their team leader, manager, any other responsible person, the HR Department and the Group Compliance Department. Reports can be made in any language and are confidential. All reports will be promptly and thoroughly investigated, and appropriate corrective action will be taken as necessary. As an alternative, workers may also report ethical concerns or violations of this Code of Conduct through CFE's Whistleblowing Tool. A simplified procedure (infographic) has been communicated to all workers. Use of the CFE alert tool is also part of the training cycle.

ESRS S1-3 31, 32

The Group's various subsidiaries also have a digital tool for encoding safety remarks and suggestions. These remarks and suggestions are then included in a listing until the remark is removed or corrected. All workers have access to this tool. During site visits by management or prevention advisors, their comments are also incorporated into this digital tool.

ESRS S1-3 32

Other project stakeholders are also invited to comment on safety issues. These comments will be included in the site list and dealt with. A 24-hour hotline is also available to external project stakeholders.

ESRS S1-3 32 e

At the monthly meetings of the CPPT and the CE, more general comments concerning health and safety are discussed and recorded.

The NOSAQ survey carried out proved the commitment and confidence of CFE workers in their approach to health and safety. The very positive results of the eNPS surveys point in the same direction. Finally, regular, mandatory safety training ensures that health and safety messages are heard and understood by all workers.

ESRS S1-3 33

3.1.6. S1-4 Taking action on material impacts on own workforce, and approaches to managing material risks

3.1.6.1 Preparation and supervision

Safety is a real and present risk on all construction projects. As a responsible company, CFE already has long-standing expertise in monitoring safety on its projects. All BUs benefit from the experience of seasoned prevention consultants, who provide support for projects in progress as well as those in the pipeline. They also monitor projects and ensure that any comments are followed up. All projects currently underway have the material and personnel resources needed to ensure safe working areas. A project-specific risk analysis also enables us to define the best execution methods for the project in question. In accordance with current legislation, each project is insured during the construction period and the ten-year warranty period.

3.1.6.2 Proactive approach and safety culture

CFE doesn't want to settle for minimum safety standards. A survey on safety perception and safety culture (NOSAQ) identified areas for improvement. Following this survey, a communication campaign and specific training courses were launched to reinforce the Group's safety culture and encourage a proactive approach.

3.1.6.3 Using data for continuous improvement

CFE monitors the impact of its actions via its safety dashboard, which includes the number of incidents and accidents (with or without disability), as well as proactive actions such as management visits and toolbox meetings. A new NOSAQ survey will be carried out after the specific action plan has been in place for one year, to measure its effects. A target for improving the frequency rate has been set for 2030.

Secondly, CFE insists on sharing experience and best practices, as well as analysing all incidents, in order to drive all BUs to the top.

ESRS S1-4 36, 37, 38, 39, 42

3.1.6.4 Taking coactivity into account

On its construction projects, CFE has numerous co-activities with subcontractors or third parties. It is therefore essential that the same vigilance and respect for the rules be applied in the same way to our own workforce as to other project participants. For this reason, the number of accidents involving subcontractors is also monitored. This point is covered in more detail in the next chapter.

3.1.6.5 Financial impact of actions taken

The actions undertaken consist mainly of management (local prevention advisers in the Business Units and head of safety), training and communication, and specific resources to ensure day-to-day safety on site.

For this last point, an evaluation of costs is always carried out during the project submission phase and is then incorporated into the commercial offer submitted to the customer.

All safety-related costs (direct and indirect) are included in "operating costs" as presented in the Financial Report on page 162. To date, the granularity of financial information is not yet sufficient to provide reliable quantitative values. Further details will be provided from 2025 onwards.

ESRS S1-4 43

3.1.7. S1-5 Objectives

In its health and safety policy, CFE is committed to zero accidents. Its communication campaign is called GO FOR ZERO. This objective applies not only to all CFE workers, but also to anyone else working on our sites.

Nevertheless, with this ambition in mind, CFE has decided to set ambitious but realistic targets for 2030. CFE has therefore set itself the target of achieving a maximum severity rate of 0.52 by 2030. This objective has been defined with the aim of halving average sector values (source: Fedris). Internal annual targets were therefore set using a linear regression starting from the reference value, the 2021 frequency rate, which was 0.69.

The severity rate target (= number of calendar days of absence x 1,000 divided by the number of hours worked) concerns only accidents involving the CFE group's own workforce.

The ambition was set on the basis of sector results for 2021 (source Fedris.be), with the aim of being at least twice as good as the sector (and therefore having a severity rate equivalent to half the sector severity rate).

ESRS S1-5 46

The ambition level and quantitative target for the severity rate were decided by the Executive Committee after validation of this proposal by the Safety Board.

ESRS S1-5 47

Safety dashboards constantly show whether or not the annual targets set for each BU are being met.

In addition to these external objectives, internal targets are also monitored. Proactive objectives are favoured, such as tracking incidents and near-misses, the number of toolbox meetings held, and the number of visits made by management. All BU management committees have permanent access to these dashboards.

ESRS S1-5 47

3.1.8. S1-6 Characteristics of the undertaking's workforce

The table in this section gives an overview of the workforce at the end of the reference period, 31 December 2024. The table only includes workers considered as own employees and not yet non-salaried employees included in own staff (in accordance with the phasing-in provision).

The figures published only include CFE and its BUs, and do not include data from the Investments and Holdings segment, which are outside the scope of reporting.

ESRS S1-6 49,ESRS S1-6 50 dii

Number of employees by type of contract Open-ended
contract
Fixed-term con
tract
Zero-hours con
tract
Total
2022 2,937 137 0 3,074
2023 2,822 168 0 2,990
2024 2,712 142 0 2,854

Among the 142 workers on fixed-term contracts, 7 are on work-study contracts.

Table 27 : Number of employees by type

Number of women
and men
Total #Women %Women #Men %Men
2022 3,074 487 15.8% 2,587 84.2%
2023 2,990 487 16.3% 2,503 83.7%
2024 2,854 476 16.7% 2,378 83.3%

ESRS S1-6 50 a,b

CFE has a total of 2,854 workers. Of these, 2,282 are based in Belgium, 210 in Luxembourg and 359 in Poland.

ESRS S1-6 51

Figures are given by headcount and not by FTE. Information on workers and their contracts comes from the social secretariats. This data is consolidated in a single HR management dashboard. In Belgium, the various Group entities have a single social secretariat for all 2,282 employees, which guarantees the reliability and robustness of the data. In Luxembourg and Poland, there is also a social secretariat for each country.

Non-employees, on the other hand, are not taken into account. It's not material. Nevertheless, reporting systems will be further developed and enhanced in the future to provide greater granularity.

ESRS S1-6 50 di

At the end of December 2024, the Group's staff turnover (by headcount) for the year was 13.10%. This corresponds to 374 leavers.

ESRS S1-6 50 c

All the above-mentioned HR indicators have remained relatively stable over the past 3 years.

ESRS S1-6 50 e

3.1.9. S1-11 Social protection

In accordance with current European and local legislation, all CFE group workers benefit from social protection in the event of illness or accident on site or on the way to or from work.

ESRS S1-11

3.1.10. S1-13 Training and skills development

Training and skills development are offered through training plans, coaching, career plans, and so on. These plans focus on both non-technical and technical skills, to facilitate the maintenance of skilled employment.

At the end of 2022, CFE launched its "CFE academy". It is an online training platform that allows each employee to find customised training courses, both in terms of content and format. The digital approach (while keeping the option of attending face-to-face training) allows for greater flexibility for employees to train when it suits them best.

Specific health and safety training sessions are organised, for example, when employees are hired, when they arrive on site, at monthly toolbox meetings and during dedicated "safety days".

The number of training hours within CFE and its BUs is monitored through the CFE Academy program. This data is measured as a total and by gender. However, it is not listed by worker category. This data will not be published until next year, in the 2025 report.

Phase in requirements for ESRS S1-13 83 b

A new programme to digitise the performance appraisal process will make it possible to measure the percentage of workers who have taken part in the appraisal. It will be deployed in 2025. This data will therefore not be published until the next report 2025.

Phase in requirements for ESRS S1-13 83 a, 84, 85

3.1.11. S1-14 Health and safety metrics

Since safety is a major concern, CFE has developed QHSE dashboards to keep close track of the trend in the figures and to take the necessary remedial action as soon as possible.

The severity rate (one of the traditional security indicators) was chosen to be one of the KPI's governing our sustainability linked loans with the banks.

The dashboards, which contain the main information for each subsidiary, are updated at least once a month to keep track of the safety data. They include traditional safety information (frequency and severity rates etc.) but also indicators of proactive safety actions (toolbox meetings, management involvement, taking into account incidents and feedback, etc.).

This data covers 100% of the Group's own workers. This does not include self-employed workers, temporary staff or subcontractors. The monitoring of this data follows the rules prescribed by ISO 9001 and the Belgian legal definitions for safety indicators:

  • Frequency rate = number of lost-time accidents x 1 million divided by the number of working hours.
  • Severity rate = number of calendar days of absence x 1,000 divided by the number of working hours.
  • A lost-time accident is an accident in the workplace resulting in at least one day's incapacity, not including the day of the accident.
  • An accident without incapacity is an accident that does not result in incapacity for work beyond the day of the accident.
  • A first aid accident is an accident requiring only first aid on the spot. These are not included in this report.
  • Recordable incidents are the sum of lost-time accidents and accidents without incapacity (excluding first-aid).
  • The frequency rate is calculated as follows: number of lost-time accidents x 1,000,000 divided by the number of hours worked.
  • The severity rate is calculated as follows: Severity rate = number of calendar days of absence x 1,000 divided by the number of hours worked.
  • The recordable incident rate is calculated as follows: number of recordable incidents x 1,000,000 divided by number of hours worked.

ESRS S1-14 87

Table 28: Data on accidents involving our own workforce

2022 2023 2024
% of workers included in the health and safety risk management 100 100 100
Number of work-related fatalities (own workforce) 0 0 0
Number of work-related fatalities (subcontractor or third party) 1 1 0
Number of recordable accidents (excluding first aid) 145 139 115
Number of lost-time accidents 93 77 64
Frequency rate 21.96 18.47 15.34
Severity rate 0.72 0.68 0.56
Recordable accident rate NC NC 27.55
Number of cases of illness directly linked to work 0 0 0
Number of days lost due to an accident at work 3,050 2,847 2,321

The number of accidents reported and the number of days lost correspond to data recorded and validated by insurers for Belgium and Luxembourg. In Poland, on the other hand, accidents and their consequences are recorded in national records. This information is therefore robust, complete and reliable.

ESRS S1-14 88

The safety of subcontractors is also taken into account in a specific dashboard (see chapter 3.2.7).

3.1.11.1 Incidents, complaints and severe human rights impacts

No offences or complaints of discrimination or failure to respect human rights were recorded in 2024. No fines have been reapplied either. ESRS S1-17

3.2. ESRS S2: Workers in the value chain

This analysis focuses specifically on subcontractors rather than the entire value chain of a construction project. The main reason is that the value chain in this sector is often very long and fragmented, involving many different players with varying roles. Furthermore, there is not always direct contact with the lower links in this chain, which makes it difficult to assess all the potential risks and impacts in a comprehensive and accurate way. By focusing on subcontractors, who are key partners and directly involved in site operations, it is possible to implement more targeted and effective safety measures, ensuring better management of material risks and a significant improvement in working conditions.

3.2.1. SBM2 Interests and views of stakeholders

Collaboration and dialogue with subcontractors are essential elements of CFE's group strategy. We consider them as important as our own workforce. By fostering open, ongoing communication, we ensure that subcontractors are fully integrated into our processes and share our safety and quality objectives. This collaborative approach strengthens relationships based on trust, improves coordination on construction sites and ensures that everyone works together harmoniously and efficiently. By valuing the contributions of subcontractors and treating them as key partners, we create a safer, more productive working environment for all.

ESRS 2 SBM-2

3.2.2. SBM3 Material impacts, risks and opportunities and their interaction with strategy and business model

The DMA exercise (chap 1.5.1) has demonstrated that health and safety are material sub-themes for CFE and its subcontractors. In particular, there is a significant risk of negative impact, as accidents can occur on site, leading to serious incapacity, permanent after-effects and even death.

The heart of CFE's business happens on the construction sites. The work is carried out by CFE's own workers or by subcontractors. At present, there's no way of carrying out these projects without manpower. Every effort must therefore be made to limit these risks.

CFE considers that it is just as important to fight to limit safety risks on site for its own workforce as for subcontractors, since every human being deserves to be treated equally in the face of danger. The analysis carried out in chapter 3.1.2 therefore also covers the entire value chain.

ESRS S2-SBM-3 11 a,c

3.2.3. S2-1 Policies related to value chain workers

CFE has adopted a series of policies that apply both to its own workforce and to the various parties involved on site. These include the Human Rights Policy and the QHSE Policy. These documents are described in detail in chapter 3.1.3. A Code of Conduct for commercial partners has also been drawn up. It includes an obligation to comply with the internal Code of

Conduct, and in particular to respect the safety rules set out in the QHSE policy.

The obligation to comply with local and European laws and regulations, as well as with the aforementioned policies, are an integral part of the contractual clauses for sub-contractors.

ESRS S2-16, 17, 18, 19

3.2.4. S2-2 Processes for engaging with value chain workers about impacts

Ongoing dialogue with the various parties involved on our worksites is a priority, and this primarily concerns safety. The onboarding of all subcontractors is formalised by means of a short training session introducing the site, the contact persons and the specific rules relating to the project. It is vital to ensure that everyone can identify the various stakeholders involved, and knows who to contact in the event of any problems. The site manager will ensure that all this information is understood by providing training in a language that the workers understand. Each team should have a manager who speaks one of the project's national languages, to ensure that he or she can communicate with the site management teams at all times.

Formal meetings are held at least once a week with subcontractors working on the site. To ensure that these meetings run smoothly, team leaders from the various subcontractors represent their companies. These meetings are followed by a clear report setting out the actions to be taken by the various parties involved, an update on the schedule and an overview of the phases to come. A LEAN and collaborative approach is adopted on all projects. Engagement with the value chain on worksites on safety issues, using a LEAN approach, is essential to ensure a safe and efficient working environment.

Secondly, value chain mapping enables us to analyse each stage of the construction process, from design to delivery, and detect critical points where safety incidents may occur.

A culture of safety must be established, with visible leadership where managers set the example by respecting and valuing safety practices and open communication.

Finally, the monitoring and evaluation of safety performance, through key indicators and regular site visits, ensures compliance with standards and identifies areas for improvement.

By integrating these LEAN principles into worksite safety management, it is possible to create a safer, more efficient and more collaborative working environment. The key lies in the commitment of all players in the value chain and in a culture of continuous improvement.

Penalties are foreseen and communicated for any worker who does not respect the safety rules in force on projects.

ESRS S2-2

3.2.5. S2-3 Processes to remediate negative impacts and channels for value chain workers to raise concerns

To remedy negative impacts on sites, it is essential to put in place a structured process and effective communication channels. This process begins with the identification and assessment of potential impacts. This includes carrying out risk analyses to identify potential hazards and assess their severity and probability. At the start of site activities, each subcontractor is required to share this specific risk analysis with the site management team, in order to analyse the resources to be implemented and responsibilities together.

Once the impacts have been identified, preventive and/or corrective measures must be implemented. This can include modifying work procedures, improving safety equipment, or training workers to better manage identified risks. It is crucial to document these measures and ensure that they are clearly communicated to all team members.

To enable workers in the value chain to voice their concerns, several communication channels need to be established: Onboarding new workers: This onboarding provides information and training for new workers on a project. In particular, the organisational chart of site management and their contact details are provided to facilitate future exchanges.

Regular meetings: Weekly safety meetings are organised on projects where workers can discuss safety issues and propose solutions.

Direct communication lines: Subcontractors are encouraged to communicate any concerns or comments directly with site teams as a matter of priority.

Mobile applications: On most worksites, a mobile app enables workers to report incidents or concerns quickly and easily. Security representatives: The site's QHSE manager, along with the entire site management team, makes regular visits to the site, enabling direct interaction with all those involved.

It's also important to create a safety culture where workers feel comfortable reporting problems without fear of reprisal. This is encouraged by visible, committed leadership that values and respects workers' contributions to safety.

Finally, it is essential to monitor and evaluate the effectiveness of the measures put in place, by tracking safety indicators.

ESRS S2-3 27, 28

3.2.6. S2-4 Taking action on material impacts on value chain workers, and approaches to managing material risks and pursuing material opportunities related to value chain workers, and effectiveness of those actions

Each project is unique and requires a specific risk analysis. This exercise must be carried out both by the project management team and by subcontractors. This analysis must be carried out before work begins, to enable a dialogue with the project's management teams and to validate the most suitable working methods for limiting risks together. Scheduling will also be defined in such a way as to keep co-activities between workers to a minimum.

Weekly site meetings allow us to see whether or not we need to adapt or correct the chosen work methods.

Everyone involved in a project is jointly responsible for their own safety and that of others. On the other hand, subcontracting agreements specify in detail the roles and responsibilities of all parties involved. Among other things, it defines who is responsible for the breakdown and maintenance of collective protection equipment. Each subcontractor is responsible for his or her own personal protective equipment. On the other hand, the site management team will ensure that each employee uses the equipment correctly.

The site management team will ensure that a responsible, collaborative and respectful site culture is in place. This working atmosphere facilitates communication and a genuine safety culture.

Regular checks are carried out on site by the BU's QHSE manager and by management teams. These visits enable us to identify safety shortcomings and correct them as quickly as possible. These visits are always accompanied by a visit report to ensure that every remark has been addressed. Control also involves regular monitoring and communication of safety indicators. A specific monthly dashboard also includes the number of incidents and accidents involving subcontractors.

The management team will also ensure that subcontracting teams receive the necessary training.

In the event of failure to comply with the established rules, penalties are applied. In the event of serious misconduct, the person responsible will be asked to leave the site with immediate effect and will not be allowed to return. CFE also monitors the company's track record in terms of safety compliance and safety culture, and takes this into account when selecting subcontractors.

CFE is not aware of any serious human rights problems or incidents linked to the upstream or downstream value chain (other than the site accidents listed in the following chapter).

All these actions do not represent any particular cost. In fact, most of these actions are already taken for own workers and are therefore already accounted for in chapter 3.1.6.

ESRS S2-4

3.2.7. S2-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities

At this stage, no quantifiable annual target has been set. Nevertheless, the overall objective is the same as for own workforce, i.e. to aim for zero accidents.

ESRS S2-5 41

To this end, the number of work-related, lost-time accidents is monitored for all subcontractors working on our projects. This information forms part of the safety dashboard presented to the Executive Committee on a monthly basis.

Table 29: Subcontractor accident data

2022 2023 2024
Number of work-related fatalities (subcontractor or third party) 1 1 0
Number of accident with incapacity of subcontractors 29 30 35

ESRS S2-5 40

This data should be treated with great caution, as they are supplied by the subcontractors themselves, and their quality or completeness cannot be guaranteed. It is not possible to measure the frequency or severity rate for subcontractors, as these calculations would require knowing the number of days of incapacity and the number of hours worked by each subcontractor, but this data is not communicated to the general contractor. Please note that this data is limited to Tier 1 (subcontractors). Given the extent and complexity of the value chain, it is currently not physically possible to extend data collection to the lower levels of the chain (suppliers, manufacturers, etc.). Nevertheless, CFE is continuing to develop more robust processes for collecting value chain information.

At this stage, subcontractors are not involved in defining the target. This is mainly due to the size and complexity of the value chain involved in CFE projects. The global ambition for continuous improvement in terms of safety is a concern for the entire value chain. CFE and its various BUs actively participate in the ADEB-VBA Safety Board, where examples of best practices are shared and sector-specific projects initiated.

ESRS S2-5 42

4. GOVERNANCE INFORMATION

4.1. ESRS2 IRO-1: Description of the processes to identify and assess material impacts, risks and opportunities

The double materiality exercise shown in chapter 1.5.1. also shows that the topics of corporate culture, whistleblower protection and corruption and bribery (combined in a "business conduct and compliance with the law" theme) are not material, which might seem surprising at first glance. The same applies to the theme of partnership, which covers such topics as supplier relations and payment practices etc.

Nevertheless, CFE is committed to respecting these rules of business conduct as well as all stakeholders. The Group's SPARC strategy calls on us to "Perform" by aiming for excellence in our processes and risk management (the "P"), and to place people and the community at the heart of all our activities (the "C"). Consequently, compliance with the highest standards of probity and business integrity, as well as respect for human rights, are an integral part of the Group's strategy.

4.2. Policies on responsible business culture

All these rules and measures are set out in the "Code of Conduct" and the "Business Integrity Policies" manual. Both documents are available to all employees on the Group intranet. The code of conduct is also available on the CFE group website (https://www.cfe.be/fr/documents-de-la-societe).

CFE also ensures that its entire value chain respects these rules. The rules and measures are set out in the "Business integrity policies for commercial partners" manual. The obligation to comply with these rules and measures is an integral part of the contracts we sign with our various business partners. This obligation applies equally to responsible business culture, social and environmental issues.

ESRS G1-2 15a, ESRS G1-2 15b

Finally, specific policies on human rights and data protection, as well as procedures in the event of personal data breaches and data leaks, are available on the CFE group website (https://www.cfe.be/fr/documents-de-la-societe) and on the intranet.

All these documents have been validated by the various administrative, management and supervisory bodies. At Executive Committee level, responsibility for business culture issues is assumed by the Group's General Secretary, who is a permanent guest. The expertise of the various members of the administrative and supervisory bodies can be found in the chapter on the "Corporate Governance Statement". The roles and responsibilities of each body are also set out in the Corporate Governance Charter, also available on the CFE group website (https://www.cfe.be/fr/documents-de-la-societe).

ESRS G1.GOV-1_5a, ESRS G1.GOV-1_5b

In particular, the "Business Integrity Policies" manual includes the following policies:

  • Gifts and entertainment policy
  • Policy on political involvement
  • Antitrust policy
  • International sanctions policy
  • Conflict of interest policy
  • Policy against bribery and corruption

The Code of Conduct, while not exhaustive, deals with a set of general principles and ethical guidelines that can be applied at different levels of the Group and within the various Business Units. These include (among others):

  • Protecting teams and partners
    • diversity, equal opportunity and non-discrimination
    • health and safety
      • respect and freedom from harassment
    • data privacy
  • Ethical business conduct (this refers to the rules set out in the specific "Business Integrity Policies" manual described above)
  • Financial integrity
  • Themes relating to the environment, sustainability and respect for human rights and communities

These various policies respect the International Bill of Human Rights (United Nations), the Declaration on Fundamental Principles and Rights at Work (International Labour Organization) and the OECD Guidelines for Multinational Enterprises.

Respect for the human rights of every individual is essential to CFE and lies at the heart of our fundamental values. We respect and protect human rights and take care not to exploit anyone, wherever we work in the world. Everyone we do business with is held to the same standards. We will never tolerate slavery, child labour, forced or compulsory labour, or trafficking in human beings. We respect the fundamental rights and freedoms enshrined in the United Nations Universal Declaration of Human Rights. Our human rights policy is aligned with our Code and is overseen by CFE's legal and human resources departments. In particular, as part of its human rights policy (https://www.cfe.be/fr/documents-de-la-societe), CFE is committed to respecting the eight fundamental ILO conventions.

Specific policies on safety and diversity have also been implemented and communicated to all employees.

4.3. Specific objectives and monitoring of these policies

The "code of conduct" and the various "business integrity policies" were completely revised in 2024. These documents are available on the intranet. To ensure knowledge and understanding of the rules contained therein, an online training cycle, which is mandatory for all employees, was rolled out during the last quarter of 2024 concerning the "Code of Conduct", "Business Integrity Policies" and "Human Rights Policy".

ESRS G1-1 9, ESRS G1-1 10g, ESRS G1-3 20, 21a, 21b, 21c

Alongside this training cycle, specific training courses and communication campaigns on cybersecurity, safety and diversity are also organised annually.

Each entity regularly undergoes an analysis of risks and procedures by the internal audit unit. Internal audit is an independent function, and its main task is to support management and help it improve the management of risks. Internal audit reports functionally to the Audit Committee of CFE by submitting the annual audit plan and presenting the main findings of the audits carried out and a follow-up of the action plans. If necessary, additional audit assignments may be carried out at the request of the Audit Committee or of the Executive Committee of CFE.

Employees are expected to be vigilant about the risks to which our Group could be exposed in the course of its activities.

Any behaviour perceived (or suspected) to be unethical or illegal must be disclosed or reported without delay so that CFE can investigate promptly and take appropriate action.

CFE encourages open dialogue and transparency regarding ethical concerns and potential violations of the "Code of Conduct". Employees are encouraged to report any suspected violations, starting with the usual reporting channels including, but not limited to, reporting to their team leader, manager, any other responsible person, the HR Department and the Group Compliance Department. Reports can be made in any language and are confidential. All reports will be promptly and thoroughly investigated, and appropriate corrective action will be taken as necessary. As an alternative, employees may also report ethical concerns or violations of this Code of Conduct through CFE's whistleblowing tool. A simplified procedure (infographic) has been communicated to all employees. Use of the CFE alert tool is also part of the training cycle.

ESRS G1-1_10a, ESRS G1-1_10c, ESRS G1-3_18a

No violations were recorded at 2024. No fines have been imposed either.

Nevertheless, the Belgian judicial authorities are currently conducting an investigation into alleged criminal acts relating to the construction of the Grand Hotel in N'Djamena, Chad. As a reminder, this contract, which dates back to 2011, resulted in a loss of more than EUR 50 million for CFE, due to the non-payment of part of its receivables. The work was carried out by CFE Tchad, a Group subsidiary until its sale in 2021.

As part of this investigation, a search was carried out at CFE's head office on 4 September 2024. In addition, several members of management and the Board of Directors, as well as former employees of the CFE group, were interviewed. However, at the date of this report, CFE has not yet had access to the investigation file and no charges have been brought against CFE or its current managers and/or directors, nor, to its knowledge, against former employees of the CFE group.

CFE is cooperating fully with the current investigation.

In the current circumstances and in light of the above, CFE is unable to reliably estimate the financial consequences of this ongoing procedure. Consequently, no provision has been recognised as at 31 December 2024, in accordance with the provisions of IAS 37.

ESRS G1-4_01, ESRS G1-4_02

5. ANNEXES

5.1. Annex 1: Glossary and abbreviations

  • ADEB/ VBA (Association des Entrepreneurs Belges de Grands Travaux, Belgian Association of Major Works Contractors): An organisation that represents and defends the interests of the major construction companies in Belgium.
  • BA4SC: Oragnisation promoting sustainable and innovative practices in the construction sector
  • BACA (Belgian Alliance for Climate Action): a platform for Belgian organisations that want to reduce their GHG emissions, show climate ambition and use SBTi (Science Based Targets initiative) to define their goals.
  • BD (Business Division): Intermediate structure grouping together Business Units (BU's) under the same management within a Business Segment (BS).
  • BREEAM (Building Research Establishment Environmental Assessment Method): international sustainability benchmark and standard for the optimal realisation (new construction) or renovation (buildings in use) and exploitation of buildings with a minimal environmental impact, based on scientifically substantiated sustainability metrics and indices encompassing a range of environmental issues, such as energy and water use assessment, the impact on health and well-being, pollution, transport, materials, waste, ecology and management processes.
  • BS (Business segment): Reporting structure grouping together BD's and BU's active in the same sector.
  • BU (Business unit): Any organisation with resources, staff and capital whose activity is concentrated on a single integrated core business in a given territory.
  • Circularity: This means reusing raw materials, components and products after their useful life in order to preserve their value. • CO2PL (CO2 Prestatie Ladder): The CO2PL (CO2 Performance Ladder) is a sustainability management tool that helps compa-
  • nies and governments reduce their CO2 emissions and costs. It operates as a certification and management scheme, encouraging organisations to adopt more sustainable practices and reduce their carbon footprint across their operations and supply chain.
  • Corporate governance: Corporate governance refers to the system of rules, practices and processes by which a company is managed and monitored.
  • CPPT (Committee for Prevention and Protection at Work): It is a consultative body within Belgian companies with at least 50 employees. Its main task is to actively contribute to improving the well-being of employees in the performance of their work. This includes aspects such as health, safety, ergonomics, hygiene at work, psychosocial aspects and making the workplace attractive.
  • CSRD (Corporate Sustainability Reporting Directive): EU legislation on ESG disclosure to come into force from 2024. This directive modernises and strengthens the rules governing the environmental and social information on which companies must report. The new rules will provide investors and other stakeholders with the information they need to assess the impact of com-

panies on people and the environment, as well as to evaluate the financial risks and opportunities arising from climate change and other sustainability issues.

  • DMA (Double Materiality Assessment): assesses both the impact of the company's activities on the environment and society (from the inside out, impact materiality) and the impact of environmental and social issues on the company's financial performance (from the outside in, financial materiality).
  • DEI (Diversity, Equity & Inclusion): This concerns the involvement of different points of view and the avoidance of discrimination, by promoting diversity in various areas, such as gender, religious beliefs and origins, as well as the implementation of a policy of inclusion.
  • DNSH (Do No Significant Harm): The concept of "Do No Significant Harm" (DNSH) is used in the EU Taxonomy as one of the conditions for classifying an activity as "green". This means that an economic activity must not only make a substantial contribution to one or more environmental objectives, but must also not cause significant harm to any of these objectives.
  • eNPS (employee Net Promoter Score): This is an indicator used to measure the likelihood of your employees recommending your organisation as a place to work. To calculate the eNPS, employees are asked the following question: "On a scale of 0 to 10, how likely are you to recommend our company as a good place to work?" The responses are then classified into three categories:
    • Detractors (scores from 0 to 6): employees who are not very satisfied and would not recommend the company.
    • Passive (scores of 7 to 8): employees who are satisfied but not enthusiastic, and who would not actively recommend the company.
    • Promoters (scores of 9 to 10): very satisfied employees who would actively recommend the company.

The eNPS is calculated by subtracting the percentage of detractors from the percentage of promoters, giving a score between -100 and 100.

  • EPB (Energy Performance of Buildings): This refers to the efficiency with which buildings use energy.
  • EPD (Environmental Product Declaration): Standardised document providing detailed information on the environmental impact of a product throughout its life cycle.
  • ESG ( Environment, Social and Governance): This is a set of criteria used to assess a company's sustainability and ethical impact
  • ESG (Policy): Statement setting out the company's approach to environmental, social and governance issues, as well as the plan for achieving this, and the indicators used to measure progress.
  • ESRS (European Sustainability Reporting Standards): Companies subject to the CSRD will have to report in accordance with the European Sustainability Reporting Standards (ESRS). Standards are adapted to EU policies, while drawing on and contributing to international standardisation initiatives.
  • EU Taxonomy: regulations that determine which investments can be classified as 'green' and which contribute to the realisation of the EU Green Deal. The classification is based on technical screening criteria (TSC) and minimum criteria to avoid significant harm (DNSH).
  • Frequency rate: The frequency rate measures the number of accidents at work resulting in at least one day's absence from work per million hours worked. It is used to assess the degree to which employees are exposed to occupational risks.
  • GHG - scope 1: all direct emissions from sources owned or controlled by the company (e.g. fleet, fuel and natural gas combustion).
  • GHG - scope 2: all indirect emissions from the production of electricity purchased by the company. Scope 2 emissions occur physically at the facility where the electricity is generated.
  • GHG - scope 2 location based: This method calculates emissions using the average emission factor of the electricity network where the energy is consumed. It reflects the average emissions intensity of local electricity networks
  • GHG- scope 2 market based: This method calculates emissions based on the electricity that organisations have chosen to purchase, often specified in contracts or instruments such as renewable energy certificates (RECs). It takes into account the company's specific energy supply choices.
  • GHG – scope 3: indirect emissions from a company's activities, such as emissions from the production of sourced products (upstream) or from products, services or projects sold by the company (downstream).
  • GHG protocol (Greenhouse Gas Protocol): A standardised global framework for measuring and managing greenhouse gas (GHG) emissions from private and public sector operations, value chains and mitigation actions. It provides the most widely used standards for GHG emissions accounting, helping companies, countries and cities to track their progress towards climate goals.
  • Human Rights: Rights as defined in the Universal Declaration of Human Rights.
  • ILO (International Labour Organization) : This is a specialised agency of the United Nations. Its mandate is to promote social and economic justice by establishing international labour standards
  • IRO (Impact, Risks and Opportunities);
    • Impacts: The effects that the company's activities have on the environment and society.
    • Risks: The potential threats facing the company, such as climate or financial risks.
    • Opportunities: Potential opportunities for development and innovation
  • JV (Joint Venture): This is a commercial partnership in which two or more companies join forces to carry out a joint project.

Message from the Chairman and CEO Our ambitions and achievements Management report Sustainability statements Financial statements

  • KPI (Key Performance Indicator): This is a a measure used to evaluate the efficiency of a company, a project or a specific process.
  • Limited assurance: Limited assurance is a form of audit in which the auditors provide a moderate opinion on a company's financial or non-financial statements. This means that they have not obtained enough evidence to completely guarantee the veracity of the information, but they have carried out basic checks.
  • NACE code: This is a classification system for economic activities used in Europe
  • NFRD (Non-Financial Reporting Directive): The NFRD is a European directive that requires large companies to publish non-financial information, such as their environmental, social and governance (ESG) impact. It aims to improve the transparency and accountability of companies.
  • NOSACQ (Nordic Occupational Safety Climate Questionnaire): NOSACQ-50 is a questionnaire used to assess the safety climate at work. It measures co-workers' perceptions of security policies, procedures and practices in their organisation.
  • nZEB (nearly Zero Energy Buildings): A near-zero energy building (nZEB) is a building with a very high energy performance.
  • OECD: (Organisation for Economic Co-operation and Development): An intergovernmental organisation founded in 1961 to promote policies that improve the economic and social well-being of people throughout the world.
  • Reporting: Relates to financial and non-financial reporting, with a focus on the material themes identified in the DMA.
  • Risk management: Structured risk management-
  • SBM (Sustainable Business Model): A strategic approach that integrates environmental, social and governance (ESG) criteria into the company's activities and decisions. The aim is to create long-term value while minimising negative impacts on the environment and society.
  • SBTi (Science Based Targets initiative): an initiative that defines best practices in the area of GHG emissions reductions and targets in line with the goals of the Paris Agreement.
  • SDGs (Sustainable Development Goals): The United Nations Sustainable Development Goals are a call to action to promote prosperity while protecting the planet from climate change. They encompass strategies that support economic growth and meet social needs.
  • Severity rate: The severity rate measures the seriousness of accidents at work in terms of the number of working days lost to temporary incapacity per thousand hours worked.
  • Sustainalytics: A company that researches and assesses the sustainability of listed companies, based on their environmental, social and governance (ESG) performance.
  • TSC (Technical Screening Criteria): Technical selection criteria defined for each economic activity in the EU Taxonomy and used to determine whether a particular activity can be classified as "green".
  • UPSI/VBS (Union professionnelle du secteur immobilier, professional union of the real estate sector): A Belgian organisation that represents the interests of real estate professionals.
  • Value chain: All activities and processes by which a company creates value for its customers. This includes all stages, from the sourcing of raw materials to the delivery of the final product or service to the customer.
  • Value Chain - upstream: This refers to the stages and activities that take place before a final product or service is produced. This includes all operations relating to the supply of raw materials, inbound logistics and the preparation processes required to start production.
  • Value Chain - downstream: This refers to the stages and activities that take place after the production of a final product or service.
  • Works Council: A works council is a staff representation body within a company. It results from the merger of staff delegates, the works council, the CHSCT (Health, Safety and Working Conditions Committee) and trade union delegates

5.2. Annex 2: List of references

ESRS 2 BP-1 5 a , ESRS 2 BP-1 5 b i 74
ESRS 2 BP-1 5 b ii 75
ESRS 2 BP-2 9 a , ESRS 2 BP-2 9 b 75
ESRS 2 BP-2 10 a, b, c & d , ESRS 2 BP-2 11 a, 11 b i & 11 b ii 76
ESRS 2 BP-2 16 76
ESRS 2 BP-2 17 77
ESRS 2 BP-2 13 a, b &c ; ESRS 2 ­BP-2 14 a, b & c 77
ESRS 2 BP-2 15 77
ESRS 2 GOV-5 ; ESRS 2 IRO-1 53 d,e,f 78
ESRS 2 GOV-4 79
ESRS 2 SBM-1 40 a i,ii; ESRS 2 SBM-1 42 79
ESRS 2 SBM-1 40 a iii 79
ESRS 2 SBM-2 45 d 80
ESRS 2 SBM-1 42 a, b 80
ESRS 2 SBM-1 42 c 80
ESRS 2 SBM-1 42 80
ESRS 2 BP-1 5c 80
ESRS 2 SBM-2 45 a i 81
ESRS 2 SBM-2 45 a 81
ESRS 2 SBM-2 45 b 81
ESRS 2 SBM-2 45 a iv 81
ESRS 2 SBM-2 45 a v 81
ESRS 2 SBM-2 45 a 82
ESRS 2 SBM-2 45 a 82
ESRS 2 SBM-2 45 a ii 83
ESRS 2 SBM-2 45 a iii 83
ESRS 2 SBM-2 45 c ii 83
ESRS 2 SBM-2 45 d 83
ESRS 2 SBM-2 45 a v 84
ESRS 2 SBM-3 48 a 85
ESRS 2 SBM-3 48 a ;b; 48c I, ii, iii, iv; d; f; g; h 87
ESRS 2 SBM-3 48 e 87
ESRS 2 IRO-1 53 b,c,d,g 87
ESRS 2 IRO-1 53 a 88
ESRS 2 GOV-2 89
ESRS 2 GOV-1 & 3 89
ESRS E1 GOV-3 13 97
ESRS E1 SBM-3 18 97
ESRS E1 SBM-3 19c 98
ESRS E1 SBM-3 19 a, b , ESRS E1 SBM-3 AR7b 98
ESRS E1 SBM-3 19 c, ESRS E1 SBM-3 AR 8b 98
ESRS E1.IRO-1 20 a,b,c, AR 9 et AR12a 98
Phase in requirements for ESRS ­E1.IRO-1, ­AR 11 a, b, c & d, 21,
AR 12 a, b, c & d, 21 et AR 15 98
ESRS E1-2 24, 25 98
ESRS E1-2 24 99
ESRS E1-1 16a 99
ESRS E1-1, 16 h & i 99
ESRS E1-4, 34 e & 16 a 99
ESRS E1-4, 34 e & 16 a,g 100
ESRS E1-4 33 100
ESRS E1-4 34b 100
ESRS E1-3 29a, ESRS E1-3 AR21, ESRS E1-1 14, 16b,j, ESRS E1-4 34f, 16b 101
ESRS E1-3 29 b 101
ESRS E1-3 29 b, ESRS E1-4 34 a,b 101
ESRS E1-3 AR21, ESRS E1-4 33, ESRS E1-4 34b 101
ESRS E1-3 29 b 101
ESRS E1-3 29a, ESRS E1-1 14, 16b,j 102
ESRS E1-4 34 a,b 102
ESRS E1-4 AR 25 a,b 102
ESRS E1-3 29 ci, ESRS E1-1 16c 103
ESRS E1-1 16 f; ESRS E1-3 29 c ii,16 c & c iii,16 c 103
ESRS E1-1 16 d 103
ESRS E1-1 16 g 104
ESRS E1-6 AR 39b 104
ESRS E1-6 50 104
ESRS E1-6 44, 46d ; ESRS ­E1-6 48 a,b, 49 a,b, 52
a,b, 51, AR43c, AR45e, AR46j 105
ESRS E1-6 AR 41 105
ESRS E1-6 AR39 b 105
ESRS 2 BP-2 10 c 105
ESRS E1-6 45d 105
ESRS E1-6 AR39b 105
ESRS 2 BP-2 10 c 106
ESRS E1-6 AR 46 i, 46 h 106
ESRS E1-6, AR 46 i 106
ESRS 2 BP-2 10 c, E1-6, AR 46 g 106
ESRS E1-6 AR39 b 106
ESRS E1-6 47, 42c 106
ESRS E1-6 53, 55 & AR55 107
ESRS E1-6 53 107
ESRS E1-6 53 107
ESRS E1-6 AR 55 107
ESRS E1-6 AR55 107
ESRS E1-7 107
ESRS E1-8 107
ESRS E1-9 66a,b,c,d, ESRS E1-9 AR70ci, ESRS E1-9 AR69a,b 107
Phase in requirements for ESRS E1-9 67, 68,69 & AR 72,73 108
ESRS E1-9 67e 108
ESRS 2 SBM-2 108
ESRS S1-SBM-3 109
ESRS S1-1 20 a, b, c, ESRS S1-1 21 109
ESRS S1-1 17,18,19, ESRS S1-1 23 110
ESRS S1-1 22 110
ESRS S1-1 24 a,b,c,d 110
ESRS S1-1 20b, ESRS S1-2 25, 26, 27
ESRS S1-3 31, 32
111
111
ESRS S1-3 32 111
ESRS S1-3 32 e 111
ESRS S1-3 33 111
ESRS S1-4 36, 37, 38, 39, 42 112
ESRS S1-4 43 112
ESRS S1-5 46 112
ESRS S1-5 47 112
ESRS S1-5 47 112
ESRS S1-6 49,ESRS S1-6 50 dii 112
ESRS S1-6 50 a,b 113
ESRS S1-6 51 113
ESRS S1-6 50 di 113
ESRS S1-6 50 c 113
ESRS S1-6 50 e 113
ESRS S1-11 113
Phase in requirements for ESRS S1-13 83 b 113
Phase in requirements for ESRS S1-13 83 a, 84, 85 113
ESRS S1-14 87 114
ESRS S1-14 88 114
ESRS S1-17 114
ESRS 2 SBM-2 115
ESRS S2-SBM-3 11 a,c 115
ESRS S2-16, 17, 18, 19 115
ESRS S2-2 115
ESRS S2-3 27, 28
ESRS S2-4
116
117
ESRS S2-5 41 117
ESRS S2-5 40 117
ESRS S2-5 42 117
ESRS G1-2 15a, ESRS G1-2 15b 117
ESRS G1.GOV-1_5a, ESRS G1.GOV-1_5b 118
ESRS G1-1 9, ESRS G1-1 10g, ESRS G1-3 20, 21a, 21b, 21c 118
ESRS G1-1_10a, ESRS G1-1_10c, ESRS G1-3_18a 119
ESRS G1-4_01, ESRS G1-4_02 119

5.3. Annex 3: List of omitted information

Reference Justification for omission Reference Justification for omission
ESRS2 BP-1 5d Not applicable ESRS S1 3 34 Non-material data
ESRS2 BP-1 5e Not applicable ESRS S1 4 40 b Non-material data
ESRS 2 BP-2 AR2 Voluntary reporting ESRS S1 4 41 Non-material data
ESRS 2 GOV-2 AR6 Voluntary reporting ESRS S1 4 AR 33, 35, 36, 40,
41 and 48
Voluntary reporting
ESRS 2 SBM-1 40 a iv Not applicable ESRS S1 4 AR 43 Non-material data
ESRS 2 SBM-2 45 c i Not applicable ESRS S1 5 AR 49 Voluntary reporting
ESRS 2 SBM-2 45 c iii Not applicable ESRS S1 6 52 Voluntary reporting
ESRS 2 IRO-1 53 h Not applicable ESRS S1 7 Non-material sub-theme
ESRS 2 IRO-2 57 Not applicable ESRS S1 8 Non-material sub-theme
ESRS 2 IRO-2 58 Voluntary reporting ESRS S1 9 Non-material sub-theme
ESRS S1 10 Non-material sub-theme
ESRS E1 1-17 Not applicable ESRS S1 12 Non-material sub-theme
ESRS E1 IRO-1 AR 11 Transitional implementation ESRS S1 13 Transitional implementation
ESRS E1 IRO-1 21 Transitional implementation ESRS S1 14 89 and 90 Voluntary reporting
ESRS E1 IRO-1 AR 12 b,c,d Transitional implementation ESRS S1 14 AR 81 and 94 Voluntary reporting
ESRS E1 IRO-1 AR15 Transitional implementation ESRS S1 15 Non-material sub-theme
ESRS E1 3 AR19d Voluntary reporting ESRS S1 16 Non-material sub-theme
ESRS E1 4 AR 30 c Voluntary reporting ESRS S1 17 Non-material sub-theme
ESRS E1 5 Non-material sub-theme
ESRS E1 5 AR 38 b Voluntary reporting ESRS S2 SBM3 11 aiv,b,d,e Non-material data
ESRS E1 7 Not applicable SBM3 12.13 Non-material data
ESRS E1 8 Not applicable 1 AR 15,12,16 Voluntary reporting
ESRS E1 9 90 a - 100 a Not applicable 2 24 Not applicable
ESRS E1 9 AR71 b Voluntary reporting 3 29 Not applicable
ESRS E1 9 67 (except e) Transitional implementation 3 AR 23,24,25 Voluntary reporting
ESRS E1 9 AR72 Transitional implementation 4 AR 30,3,36,37,44 Voluntary reporting
ESRS E1 9 AR73 Transitional implementation 5 AR 45 Voluntary reporting
ESRS E1 9 AR 74 Voluntary reporting
ESRS E1 9 AR 76 Voluntary reporting ESRS S3 Non-material theme
ESRS E1 9 68 Transitional implementation
ESRS E1 9 69 Transitional implementation ESRS S4 Non-material theme
ESRS E2 Non-material theme ESRS G1 1 10 b,d,e,f,h Non-material theme
1 11 Voluntary reporting
ESRS E3 Non-material theme 2 Non-material theme
3 18 b,c Non-material theme
ESRS E4 Non-material theme 3 19 Non-material theme
3 AR 7 Voluntary reporting
ESRS E5 Non-material theme 4 25 Voluntary reporting
5 Non-material theme
ESRS S1 1 AR10, 14 and 17 Voluntary reporting 6 Non-material theme
ESRS S1 2 29 Not applicable
ESRS S1 2 AR 25 and 26 Voluntary reporting
ESRS S1 3 AR 29 and 30 Voluntary reporting
41 and 48 Voluntary reporting
ESRS S1 10 Non-material sub-theme
1 11 Voluntary reporting
3 18 b,c Non-material theme
3 AR 7 Voluntary reporting
5 Non-material theme

5.4. Annex 4: Auditor's report

Statutory Auditor's limited assurance report on the consolidated sustainability statement of Compagnie d'Entreprises CFE SA/ Aannemingsmaatschappij CFE NV

To the general shareholders' meeting of the Company

As part of the limited assurance engagement on the consolidated sustainability statement of Compagnie d'Entreprises CFE SA/ Aannemingsmaatschappij CFE NV (the "Company" or the "Group"), we are providing you with our report on this engagement.

We were appointed by the General Meeting of 2 May 2024, in accordance with the proposal of the Board of Directors following recommendation of the Audit Committee of Compagnie d'Entreprises CFE SA/ Aannemingsmaatschappij CFE NV, to carry out a limited assurance engagement on the Group's consolidated sustainability information, included in the sustainability statements of the annual report as of 31 December 2024 and for the year then ended (the "Sustainability Statement").

Our mandate expires on the date of the general meeting deliberating on the annual financial statements for the year ending 31 December 2026. We have carried out our assurance engagement on the Sustainability Statement of the Company for 1 consecutive financial year.

Limited assurance conclusion

We have conducted a limited assurance engagement on the Sustainability Statement of Compagnie d'Entreprises CFE SA/ Aannemingsmaatschappij CFE NV.

Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the Sustainability Statement, in all material respects:

  • is not prepared in accordance with the requirements referred to in Article 3:32/2 of the Belgian Code of Companies and Associations, including compliance with applicable European sustainability information standards (the European Sustainability Reporting Standards ("ESRSs"))
  • is not compliant with the process carried out by the Company ("the Process") to identify the information included in the Sustainability Statement in accordance with the ESRS's set out in section 1.6. "IRO-1 and 2 Double materiality assessment" of the Sustainability Statement"; and
  • is not compliant with the requirements of Article 8 of EU Regulation 2020/852 (the "Taxonomy Regulation") as disclosed within section 2.1 "European Taxonomy information (pursuant to article 8 of Regulation 2020/852)" of the Sustainability Statement.

Basis for conclusion

We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance engagements other than audits or reviews of historical financial information ("ISAE 3000 (Revised)"), applicable in Belgium and issued by the International Auditing and Assurance Standards Board.

Our responsibilities under this standard are further described under the section "Statutory Auditor's responsibilities in relation with the limited assurance engagement on the sustainability information".

We have complied with all ethical requirements relevant to the assurance of sustainability engagement in Belgium, including those relating to independence.

The firm applies International Standard on Quality Management 1 ("ISQM 1"), which requires the firm to design, implement and operate a system of quality management including policies or

procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

We have obtained from the Company's Board of Directors and its appointees the explanations and information necessary for our limited assurance engagement.

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

Other matter

The scope of our work is only restricted to the limited assurance engagement on the Company's Sustainability Statement with respect to the current reporting period. Our limited assurance engagement does not extend to information relating to the comparative figures.

Responsibilities of the Board of Directors in relation to the preparation of sustainability information

The Board of Directors of the Company is responsible for designing and implementing a process to identify the information reported in the Sustainability Statement in accordance with the ESRS and for disclosing this Process in section 1.6. "IRO-1 and 2 Double materiality assessment" of the Sustainability Statement. This responsibility includes:

  • understanding the context in which the Company's activities and business relationships take place and developing an understanding of its affected stakeholders.
  • the identification of the actual and potential impacts (both negative and positive) related to sustainability matters, as well as risks and opportunities that affect, or could reasonably be expected to affect, the entity's financial position, financial performance, cash flows, access to finance or cost of capital over the short-, medium-, or long-term;
  • the assessment of the materiality of the identified impacts, risks and opportunities related to sustainability matters by selecting and applying appropriate thresholds; and
  • making assumptions that are reasonable in the circumstances.

The Board of Directors of the Company is further responsible for the preparation of the Sustainability Statement, which contains

the sustainability information as determined in the Process:

  • • in accordance with the requirements referred to in Article 3:32/2 of the Belgian Code of Companies and Associations, including compliance with applicable ESRS's;
  • • in compliance with the requirement provided by Article 8 of EU Regulation 2020/852 (the "Taxonomy Regulation") as described in section 2.1 "European Taxonomy information (pursuant to article 8 of Regulation 2020/852)" of the Sustainability Statement.

This responsibility includes:

  • designing, implementing and maintaining such internal control that the Board of Directors determines is necessary to enable the preparation of the Sustainability Statement that is free from material misstatement, whether due to fraud or error; and
  • the selection and application of appropriate sustainability reporting methods and making assumptions and estimates that are reasonable in the circumstances.

The Board of Directors are responsible for overseeing the Company's sustainability reporting process.

Inherent limitations in preparing the sustainability statement

In reporting forward-looking information in accordance with ESRS, the Board of Directors of the Company is required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions by the Company. Actual outcomes are likely to be different since anticipated events frequently do not occur as expected. Actual results are likely to differ from projections because the future events will not generally occur as expected, and such differences could be material.

Statutory Auditor's responsibilities in relation with the limited assurance engagement on the sustainability information

Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about whether the Sustainability Statement is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the Sustainability Statement as a whole.

As part of a limited assurance engagement in accordance with ISAE 3000 (Revised), as applicable in Belgium, we exercise professional judgment and maintain professional skepticism throughout the engagement. The work performed in an engagement with a view to obtaining limited assurance is less extensive than in the case of an engagement with a view to obtaining reasonable assurance. The procedures performed in a limited assurance engagement for which we refer to the 'Summary of work carried out' section which differ in nature and timing are less extensive compared to a reasonable assurance engagement. We therefore do not express a reasonable audit opinion in the framework of this engagement.

As the forward-looking information included in the Sustainability

Statement, and the assumptions on which it is based, relate to the future, they may be affected by events that may occur and/ or by actions taken by the Company. Actual results are likely to differ from the assumptions made, as the events assumed will not necessarily occur as expected, and such differences could be material. Accordingly, our conclusion does not guarantee that the actual results reported will correspond to those contained in the forward-looking sustainability information.

Our responsibilities in respect of the Sustainability Statement, in relation to the Process, include:

  • understanding the Process but not for the purpose of providing a conclusion on the effectiveness of the Process, including the outcome of the Process; and
  • designing and performing procedures to evaluate whether the Process is consistent with the Company's description of its Process, as disclosed in section 1.6. "IRO-1 and 2 Double materiality assessment" of the Sustainability Statement.

Our other responsibilities in respect of the Sustainability Statement include:

  • understanding the Company's control environment and the processes and information systems relevant to the preparation of sustainable information, but without evaluating the design of specific control activities, obtaining substantive information on their implementation or testing the effectiveness of the internal control measures in place;
  • identifying areas where material misstatements of sustainability information are likely to occur, whether due to fraud or error; and
  • designing and performing procedures responsive to where material misstatements are likely to arise in the Sustainability Statement. 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.

Summary of the work performed

A limited assurance engagement involves performing procedures to obtain evidence about the Sustainability Statement. The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. The nature, timing and extent of procedures selected depend on professional judgement, including the identification of disclosures where material misstatements are likely to arise in the Sustainability Statement, whether due to fraud or error. In conducting our limited assurance engagement, with respect to the Process, we:

  • Obtained an understanding of the Process through:
    • requesting information to understand the sources of the information used by management (e.g., stakeholder engagement, business plans and strategy documents), and
    • assessing the Company's internal documentation of its Process; and

• Evaluated whether the evidence obtained from our procedures with respect to the Process implemented by the Company was consistent with the description of the Process set out in section 1.6. "IRO-1 and 2 Double materiality assessment" of the Sustainability Statement.

In conducting our limited assurance engagement, with respect to the Sustainability Statement, we:

  • Obtained an understanding of the Company's reporting processes relevant to the preparation of its' Sustainability Statement by:
    • interviewing management and relevant staff responsible for consolidating and implementing internal control measures related to sustainability information;
    • when deemed appropriate, obtaining supporting documentation for the relevant reporting processes
  • Evaluated whether the information identified by the Process is included in the Sustainability Statement;
  • Evaluated the compliance of the structure and the preparation of sustainability information with ESRS standards;
  • Performed inquires of relevant personnel and analytical procedures on selected information in the Sustainability Statement;
  • Performed substantive assurance procedures, based on a sample, on selected information in the Sustainability Statement;
  • For a number of locations contributing to the quantitative information included in the sustainability information, we carried out limited detailed testing of the data collection and calculation processes, as well as validation procedures related to the quantitative information in question, either on site or through remote connection, based on professional judgement and on a sample basis;
  • Evaluated assurance information on the methods for developing estimates and forward-looking information, as described in the section "Responsibilities of the statutory auditor in relation to the limited assurance engagement on the sustainability information;
  • Obtained an understanding of the Company's process to identify taxonomy-eligible and taxonomy-aligned economic activities and the corresponding disclosures in the Sustainability Statement;
  • On a sample basis, reconciled the economic activities with supporting documentation that substantiates the substantial contribution, the do not significant harm contribution, and the minimum safeguard requirements;
  • Reconciled inputs to revenue, capital expenditure and operating expenses, with underlying financial information of the Company;

Statement regarding independence

Our audit firm and our network have not performed any engagements that are incompatible with the limited assurance engagement, and our audit firm has remained independent of the Company during the course of our mandate.

Diegem, 28 March 2025

EY Réviseurs d'Entreprises SRL/EY Bedrijfsrevisoren BV Statutory Auditor represented by

Marnix Van Dooren* Partner * Agissant au nom d'une SRL

Financial statements

126 Annual report 2024 - CFE

DEFINITIONS128
CONSOLIDATED FINANCIAL STATEMENTS129
CONSOLIDATED STATEMENT OF INCOME 129
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 129
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 130
CONSOLIDATED STATEMENT OF CASH FLOWS131
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY134
SHARE CAPITAL AND RESERVES 134
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 135
INTRODUCTION135
MAIN TRANSACTIONS IN 2024 AND 2023 WITH AN IMPACT
ON THE SCOPE OF THE CFE GROUP135
1. GENERAL POLICIES138
2. SIGNIFICANT ACCOUNTING POLICIES139
3. CONSOLIDATION METHODS154
4. SEGMENT REPORTING 155
5. ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES 160
6. OTHER OPERATING INCOME AND EXPENSES160
7. PERSONNEL EXPENSES 161
8.
9.
FINANCIAL RESULT 161
NON-CONTROLLING INTERESTS 161
10. EARNINGS PER SHARE 162
11. INCOME TAX 163
12. INTANGIBLE ASSETS OTHER THAN GOODWILL 166
13. GOODWILL167
14. PROPERTY, PLANT AND EQUIPMENT168
15. INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD171
16. OTHER NON-CURRENT FINANCIAL ASSETS178
17. CONSTRUCTION CONTRACTS 180
18. INVENTORIES181
19. CASH AND CASH EQUIVALENTS 181
20. CAPITAL GRANTS 182
21. INFORMATION RELATED TO STOCK OPTION PLANS182
22. EMPLOYEE BENEFITS184
23. PROVISIONS OTHER THAN THOSE RELATING TO NON-CURRENT
EMPLOYEE BENEFIT OBLIGATIONS 188
24. CONTINGENT ASSETS AND LIABILITIES 188
25. NET FINANCIAL DEBT190
26. FINANCIAL RISK MANAGEMENT193
28. OTHER COMMITMENTS RECEIVED 200
29. LITIGATION 201
30. RELATED PARTIES201
31. AUDIT FEES 202
32. SUBSEQUENT EVENTS 202
33. COMPANIES OWNED BY THE GROUP203
ALTERNATIVE PERFORMANCE MEASURES RECONCILIATION208
STATEMENT ON THE TRUE AND FAIR NATURE OF THE FINANCIAL
STATEMENTS
AND
THE
TRUE
AND
FAIR
NATURE
OF
THE
PRESENTATION IN THE MANAGEMENT REPORT210
GENERAL INFORMATION ABOUT THE COMPANY 211
PARENT COMPANY FINANCIAL STATEMENTS 6

DEFINITIONS

Working capital requirement Inventories + trade and other operating receivables + contracts assets + other current non
operating assets – trade and other operating payables – current tax liabilities – contracts
liabilities – other current non-operating liabilities
Capital employed Equity of real estate development segment + net financial debt of real estate development
segment
Net financial debt (NFD) Current and non-current financial liabilities - cash and cash equivalents
Net financial surplus Cash and cash equivalents – current and non-current financial liabilities
Income from operating activities Revenue + other operating income + raw materials, consumables, services and sub
contracted work + remunerations and social security payments + other operating expenses
+ depreciation and amortisation
Operating Income (EBIT) Income from operating activities + share of profit (loss) of investments accounted for using
equity method
EBITDA Income from operating activities + depreciation and amortisation
Return on equity (ROE) Net income, share of the group / equity, share of the group (opening)
AVERAGE INTEREST RATE ON GROSS
FINANCIAL DEBT
The contractual interest rate (weighted average) of financial debt in force during the
financial year after taking hedging instruments into account. Financial debt includes
drawdowns on credit facilities, bank loans and leases.

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENT OF INCOME

For the period ended December 31
(in € thousands)
Notes 2024 2023 restated1
Revenue 4 1,182,169 1,248,470
Other operating income 6 38,730 54,487
Raw materials, consumables, services and subcontracted work (842,639) (929,988)
Personnel expenses 7 (240,232) (236,497)
Other operating expenses 6 (88,159) (86,939)
Depreciation and amortisation 12-14 (21,832) (21,348)
Income from operating activities 28,037 28,185
Share of profit (loss) of investments accounted for using equity method 15 3,968 4,839
Operating income 32,005 33,024
Interest income 8 12,944 11,880
Interest expenses 8 (15,386) (11,041)
Other financial result 8 7,240 (2,832)
Financial result 4,798 (1,993)
Result before tax 36,803 31,031
Income tax expenses 11 (12,840) (8,305)
Result for the period 23,963 22,726
Non-controlling interests 9 0 53
Result for the period - share of the group 23,963 22,779
Earnings per share (share of the group) (EUR) (diluted and basic) 10 0.97 0.91

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended December 31
(in € thousands)
Notes 2024 2023
Result for the period - share of the group 23,963 22,779
Result for the period 23,963 22,726
Changes in fair value related to financial derivatives (2,070) (5,441)
Exchange differences on translation (561) 1,681
Deferred taxes 11 0 1,360
Other elements of the comprehensive income to be reclassified to profit
or loss in subsequent periods
(2,631) (2,400)
Re-measurement on defined benefit and contribution plans 21 (31) (2,400)
Deferred taxes 11 48 414
Other elements of the comprehensive income not to be reclassified to
profit or loss in subsequent periods
17 (1,986)
Total other elements of the comprehensive income recognized
directly in equity
(2,614) (4,386)
Comprehensive income : 21,349 18,340
- Share of the group 21,351 18,423
- Attributable to non-controlling interests (2) (83)
Comprehensive income (share of the group) per share
(EUR) (diluted and basic)
10 0.86 0.74

1 The section 'Income and expenses associated with financing activities' presented in 2023 has been broken down into 'Interest income' and 'Interest expenses' as described in note 2.b.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the period ended December 31 Notes 2024 2023 restated2
(in € thousands)
Intangible assets 12 5,981 3,881
Goodwill 13 23,929 23,894
Property, plant and equipment 14 96,023 95,087
Investments accounted for using equity method 15 176,382 185,365
Other non-current financial assets 16 120,248 118,553
Non-current financial derivatives 26 126 336
Other non-current assets 13,961 11,321
Deferred tax assets 11 9,017 8,529
Non-current assets 445,667 446,966
Inventories 18 141,375 161,844
Trade and other operating receivables 265,481 313,580
Contract assets 17 62,696 68,411
Other current non-operating assets 7,329 5,637
Current financial derivatives 26 77 2,657
Current financial assets 5,612 3,162
Cash and cash equivalents 19 173,510 154,092
Current assets 656,080 709,383
Total assets 1,101,747 1,156,349
Share capital 8,136 8,136
Share premium 116,662 116,662
Retained earnings 136,412 122,962
Treasury shares 21 (4,250) (4,410)
Defined benefit and contribution pension plans 22 (12,019) (12,035)
Reserves related to financial derivatives 3,536 5,606
Exchange differences on translation (709) (151)
Equity – share of the group 247,768 236,770
Non-controlling interests 7 (377)
Equity 247,775 236,393
Employee benefit obligations 22 8,163 9,401
Non-current provisions 23 19,445 17,807
Other non-current liabilities 25,535 26,499
Non-current financial liabilities 25 184,830 190,965
Non-current financial derivatives 26 652 125
Deferred tax liabilities 11 5,247 3,150
Non-current liabilities 243,872 247,947
Current provisions 23 16,644 15,274
Trade and other operating payables 289,176 317,761
Contract liabilities 17 208,844 201,618
Current tax liabilities 6,342 9,358
Current financial liabilities 25 30,375 56,394
Current financial derivatives 26 0 0
Other current non-operating liabilities 58,719 71,604
Current liabilities 610,100 672,009
Total equity and liabilities 1,101,747 1,156,349

2 Negative investments accounted for using the equity method, previously presented under 'Non-current provisions' in their entirety, are, from 2024, presented firstly as a deduction from any non-current financial assets relating to these investments and the balance under 'Non-current provisions'. The comparative figures per 31 December 2023 have been restated as described in note 2.b.

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended December 31
(in € thousands)
Notes 2024 2023 (restated)
Income from operating activities 28,037 28,185
Depreciation and amortisation of (in)tangible assets and investment
property
12-14 21,832 21,348
(Decrease)/increase of provisions 582 (4,639)
Impairments on assets and other non-cash items (2,008) (4,721)
Loss/(profit) on disposal of tangible and financial fixed assets (1,198) (929)
Dividends received from investments accounted for using equity method 15 17,447 16,115
Cash flows from (used in) operating activities before changes in
working capital
64,692 55,359
Decrease/(increase) in trade receivables and other current and non
current receivables
59,136 3,485
Capital decrease/(increase) of investments accounted for using equity
method in the real estate development segment
(4,506) (71,421)
Repayment/(New borrowings given) to investments accounted for using
equity method in the real estate development segment
1,517 (3,788)
Decrease/(increase) in inventories 15,408 (12,623)
Increase/(decrease) in trade payables and other current and non-current
payables
(38,086) 37,612
Income tax (paid)/received (12,856) (8,375)
Cash flows from (used in) operating activities 85,305 249
Investments (16,571) (25,303)
Purchases of intangible assets and of property, plant and equipment (10,846) (19,696)
Increase of the investment percentage net of cash acquired/sold 0 0
Capital increase of investments accounted for using equity method 15 (671) (1,550)
New borrowings given to investments accounted for using equity method 15 (5,054) (4,057)
Divestments 8,123 14,267
Proceeds from sales of intangible assets and property, plant and
equipment
2,345 3,013
Decrease of the investment percentage net of cash acquired/sold 5 550 0
Capital decrease of investments accounted for using equity method 15 3,444 0
Repayment of borrowings given to investments accounted for using equity
method
16 1,784 11,254
Cash flows from (used in) investing activities (8,448) (11,036)
Interest paid (15,386) (11,041)
Interest received 13,088 11,281
Other financial expenses and income received/(paid) 1,806 (2,287)
Receipts from new borrowings 25 44,599 86,327
Repayment of borrowings 25 (92,235) (37,996)
Buy back of own shares 21 0 (835)
Dividends received/(paid) (9,921) (9,969)
Cash flows from (used in) financing activities (58,049) 35,480
Net increase/(decrease) in cash position 18,808 24,693
Cash and cash equivalents, opening balance 19 154,092 127,149
Effects of exchange rate changes on cash and cash equivalents 610 2,250
Cash and cash equivalents, closing balance 19 173,510 154,092

Acquisitions and disposals of subsidiaries net of cash acquired do not include entities that are not a business combination (Real

Message from the Chairman and CEO Our ambitions and achievements Management report Sustainability statements Financial statements

Estate segment). They are not considered as investment operations and are directly reflected in cash flows from operating activities. We refer to section 2.d. Y.

The reconciliation elements between the changes in working capital (as defined in the Alternative Performance Indicators) in the consolidated statement of financial position and the consolidated statement of cash flows mainly concern allocations and reversals of impairments, changes in consolidation scope, translation differences and reclassifications between balance sheet items.

In order to improve the understanding of the cash flows relating to the financing of the Real Estate Development activities carried out through companies accounted for using the equity method and included in operating cash flow, decreases and increases in the capital of investments accounted for using the equity method in the Real Estate Development segment (-71. 421 thousand in 2023) and repayments and grants of loans to equity-accounted investments in the Real Estate Development segment (-3,788 thousand euros in 2023) were presented on separate lines. Until 2023, these were included under the heading Decrease/(increase) in current and non-current trade and other receivables.

Comments on the consolidated statement of income 2024 :

  • Turnover was down -5.3% on the previous year, particularly in the Construction & Renovation and Multi-technical segments.

Turnover in the real estate development segment is not representative of the segment's activity, given that a significant proportion of BPI's operations are carried out in companies accounted for by the equity method.

  • Income from auxiliary activities concerns, in particular, re-invoicing to temporary companies and gains on the disposal of fixed assets. Income from auxiliary activities in 2023 was particularly high as it was influenced by the disposal of 50% of the stake in BPI Chielmna (EUR 14.2 million) and by the recycling of positive translation adjustments following the sale of CMT and CTE and the liquidation of CFE Hungary.
  • Raw materials, consumables, services and sub-contracted work decreased by -9.4%. Personnel costs rose by 1.4%, mainly due to the impact of salary inflation compensated by a decrease in the number of employees.
  • Net financial income was positive at EUR 4.8 million (-EUR 2.0 million in 2023) and is explained by:
    • o the increase in interest expense, linked on the one hand to corporate financing and on the other to the financing of projects wholly owned by BPI, which is more than offset by:
    • o higher financial income from shareholder loans to jointly-controlled subsidiaries,
    • o interest income on current accounts and bank deposits; as well as by:
    • o the recycling of translation adjustments on the repayment of inter-company loans in foreign currencies (treated as permanent financing) and exchange gains realised following the appreciation of the PLN.

Comments on the consolidated statement of financial position as at December 31, 2024 :

  • Intangible fixed assets increased slightly due to investments in the implementation of an ERP system by the Construction & Renovation segment.
  • Goodwill mainly relates to the VMA and MOBIX segments, and is stable compared with 2023.
  • Tangible fixed assets remains stable and consist mainly of the net book values of the head offices of several Belgian subsidiaries of the group, the equipment and vehicles.
  • Equity-accounted investments and other financial assets mainly include the shareholdings and shareholder loans towards Deep C Holding, Green Offshore, Greenstor and the jointly controlled real estate development project companies.

The item "Investments accounted for using the equity method" has been reduced by the distribution of dividends by Green Offshore and jointly-controlled property development companies in Luxembourg, which exceeded the profit for the year from investments accounted for using the equity method.

  • Inventories consist mainly of property projects developed by BPI Real Estate and its fully consolidated subsidiaries. The reduction in inventories is largely due to the delivery of three large-scale residential projects in Poland (Cysta, Panoramiqa and Bernardowo). BPI Real Estate and its fully consolidated subsidiaries did not make any major acquisitions during the year.

  • Trade and other receivables fell significantly, particularly in the Construction & Renovation segment and at VMA (-EUR 48.1 million).

  • The cash position includes EUR 82.9 million available at CFE SA. The cash-position balance is broken down into temporary companies and foreign entities not included in the cash pooling.
  • Equity (group share) increased from EUR 236.8 million as at 31 December 2023 to EUR 247.8 million as at 31 December 2024. The variation is explained by three main elements: Income for the year (EUR 24.0 million), the distributed dividends (-EUR 10.0 million) and the impact of the change in value of hedging instruments (-EUR 2.1 million).
  • Financial debt totalled EUR 215 million, down by EUR 32 million, mainly due to improved working capital in the Construction & Renovation and Multi-technical segments.
  • Trade payables and other operating liabilities fell by -EUR 28.6 million.

Comments on the consolidated statement of cashflows 2024 :

  • Operating income on activities remained stable at of EUR 28.0 million.
  • Depreciation of (in)tangible fixed assets and investment property remained close to the previous year's level, in the absence of major investments or disposals.
  • Net charges to provisions and write-downs on assets and other non-cash items are not material in 2024.
  • The significant improvement in operating cash flow (+EUR 85.1 million) is mainly due to stable EBITDA at +EUR 49.9 million (+EUR 49.5 million in 2023), supported by an improvement in working capital requirements. The latter fell by -EUR 20.6 million as a result of a reduction in current and non-current trade and other receivables (+EUR 59.1 million), mainly attributable to the Construction & Renovation and Multi-technical segments, and a reduction in inventories (+EUR 15.4 million), partly offset by a fall in current and non-current trade and other payables (-EUR 38.1 million), mainly attributable to the Construction & Renovation and Multi-technical segments.
  • Net capital increase of equity-accounted investments in the Property Development segment, which is limited to EUR 4.5 million. In 2023, this mainly concerned the injection of funds for the acquisition of the Kronos project site (EUR 64 million).
  • Repayment/(granting) of loans to equity-accounted investments in the Real Estate Development segment; These mainly include the partial repayment of the loan granted to BPI Chmielna (EUR 7.7 million) and new advances granted in connection with the Roots (EUR 2.3 million) and Brouck'R (EUR 2.2 million) projects.
  • Cash flows from investing activities decreased slightly to a net amount of EUR (8.4) million, including:
    • o purchases of (in)tangible fixed assets, which include capitalised costs related to the implementation of a new ERP system in the Construction & Renovation segment and the acquisition of equipment and materials for the Construction & Renovation and Multi-technical segments.
    • o loans allocated to equity-accounted investments, i.e. loans granted to Deep C Holding (EUR 2.7 million) and Greenstor (EUR 2.3 million).
    • o the reduction in the capital of equity-accounted investments relates exclusively to Hofkouter NV, a company in the Construction & Renovation segment.
    • o partial repayment of loans granted to LuWa (EUR 0.9 million) and Green Offshore (EUR 0.8 million).
  • Cash flow from (used in) financing activities amounted to -EUR 58.0 million, mainly due to the net repayment of borrowings (-EUR 47.6 million) and distribution of dividends for the 2023 financial year (-EUR 9.9 million).

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

€ thousands)
(in
Share capital Share premium Retained earnings Treasury shares contribution pension
Defined benefit and
plans
Reserves related to
financial derivatives
Exchange differences
on translation
– share
of the group
Equity
Non-controlling
interests
Equity
December 2023 8,136 116,662 122,962 (4,410) (12,035) 5,606 (151) 236,770 (377) 236,393
Comprehensive income for the
period
0 0 23,963 0 16 (2,070) (558) 21,351 (2) 21,349
Dividends paid to shareholders 0 0 (9,921) 0 0 0 0 (9,921) 0 (9,921)
Movements related to treasury shares
and share-based payments
0 0 0 160 0 0 0 160 0 160
Change in consolidation scope
and other movements
0 0 (592) 0 0 0 0 (592) 386 (206)
December 2024 8,136 116,662 136,412 (4,250) (12,019) 3,536 (709) 247,768 7 247,775

Changes in the fair value of defined benefit or contribution pension plans and of derivative instruments are explained in notes 22 "Employee benefits" and 15 "Investments accounted for using equity method" respectively while the movements related to treasury shares are explained in note 21 "Information on the stock option plans", respectively.

€ thousands)
(in
Share capital Share premium Retained earnings Treasury shares contribution pension
Defined benefit and
plans
Reserves related to
financial derivatives
Exchange differences
on translation
Equity – share
of the group
Non-controlling
interests
Equity
December 2022 8,136 116,662 105,696 (3,735) (10,050) 9,687 (1,743) 224,653 (127) 224,526
Comprehensive income for the period 0 0 22,779 0 (1,985) (4,081) 1,710 18,423 (83) 18,340
Dividends paid to shareholders 0 0 (9,969) 0 0 0 0 (9,969) 0 (9,969)
Movements related to treasury shares
and share-based payments
0 0 0 (675) 0 0 0 (675) 0 (675)
Change in consolidation scope and
other movements
0 0 4,456 0 0 0 (118) 4,338 (167) 4,171
December 2023 8,136 116,662 122,962 (4,410) (12,035) 5,606 (151) 236,770 (377) 236,393

SHARE CAPITAL AND RESERVES

The share capital on 31 December 2024 was divided into 25,314,482 ordinary shares. These shares are without nominal value. The owners of ordinary shares have the right to receive dividends and have one vote per share in Shareholders' General Meetings.

A dividend corresponding to €0.40 gross per share was proposed by the Board of Directors and will be submitted to the shareholders' for approval at the general meeting. The dividend is estimated at €9,921 thousand based on the outstanding number of shares (excluding own shares) at December 31st, 2024. The appropriation of income was not included in the financial statements at 31 December 2024.

In respect of the 2023 financial year, a dividend of €9,921 thousand , corresponding to €0.40 gross per share was distributed in May 2024.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

INTRODUCTION

Compagnie d'Entreprises CFE SA (hereinafter referred to as the "Company" or "CFE") is a public limited company incorporated under Belgian law and headquartered in Belgium. The consolidated financial statements for the year ended 31 December 2024 include the financial statements of the company, its subsidiaries and its interests in companies accounted for using equity method (the "CFE group"). CFE is 62.12% controlled by Ackermans van Haaren (XBRU BE0003764785) whose ultimate controlling shareholder is Stichting Administratiekantoor "Het Torentje". CFE and Ackermans & van Haaren are companies listed on Euronext Brussels.

The Board of Directors authorised the publication of the CFE group's consolidated financial statements on 17 March 2025.

The consolidated financial statements should be read in conjunction with the management report of the Board of Directors.

MAIN TRANSACTIONS IN 2024 AND 2023 WITH AN IMPACT ON THE SCOPE OF THE CFE GROUP

TRANSACTIONS IN 2024

1. Real Estate Development segment

During the year 2024, the changes in scope within the real estate development segment of the CFE group are the following:

  • The BPI Project 2 Sp. z o.o. company, a 100% owned subsidiary of the CFE Group and consolidated using the global integration method is renamed BPI Piano Forte Sp. z o.o. . This company remains consolidated using the global integration method.
  • The BPI Project 8 Sp. z o.o. company, a 100% owned subsidiary of the CFE Group and consolidated using the global integration method is renamed BPI Wieslawa Sp. z o.o. . Moreover, BPI Real Estate Poland Sp. z o.o. sold 50% of its shares in BPI Wieslawa Sp. z o.o., reducing its stake from 100% to 50%. This company which was previously consolidated using the global integration method, is now consolidated using the equity method.
  • The BPI Project 9 Sp. z o.o. company is renamed BPI Panowamiq Sp. z o.o. . This company remains consolidated using the global integration method.
  • The BPI Real Estate Poland Sp. z o.o. company acquired a 100% stake in the newly created BPI Project 10. This company has been consolidated using the global integration method.
  • The BPI Real Estate Poland Sp. z o.o. company acquired a 100% stake in the newly created BPI Project 11. This company has been consolidated using the global integration method.
  • The Mimosas Real Estate S.A.R.L. company, a fully-owned subsidiary of the CFE Group and consolidated using the global integration method, acquired a 100% stake in the newly created Mimosas Coliving S.A.R.L.. This company has been consolidated using the global integration method.
  • The BPI Real Estate Poland Sp. z o.o. company liquidated its stake (80%) in the BPI Jaracza Sp. z o.o. company. This company was consolidated using the global integration method.
  • The BPI Real Estate Poland Sp. z o.o. company liquidated its stake (100%) in the BPI Vilda Park Sp. z o.o. company. This company was consolidated using the global integration method.
  • The BPI Real Estate Poland Sp. z o.o. company liquidated its stake (100%) in the BPI Barska Sp. z o.o. company. This company was consolidated using the global integration method.
  • The BPI Real Estate Luxembourg SA company liquidated its stake (50%) in the Immo Marial S.A.R.L. company. This company was integrated using the equity method.
  • The Project Van Wellen SA company liquidated its stake (33%) in the La Réserve Promotions Développement S.A.R.L. company. This company was integrated using the equity method.

2. Multitechnics segment

During the year 2024, the changes in the consolidation scope in the Multitechnics segment of the CFE Group are as follows:

  • The VMA Sustainability Fund I NV company, a 100% owned subsidiary of the CFE Group and consolidated using the global integration method is renamed Pulse . This company has been transferred in the Investments & Holding segment.
  • The VMA Sud SA company, a 100% owned subsidiary of the CFE Group, has transferred, with retroactive effect as of 1 January 2024, some of its activities to VMA SA, itself a 100% owned subsidiary of the Group CFE. These companies remain consolidated using the global integration method.

3. Construction & Renovation segment

During the year 2024, the changes in the consolidation scope in the Construction & Renovation segment of the CFE Group are as follows:

  • The Wood Shapers SA company, a 100% owned subsidiary of the CFE Group and consolidated using the global integration method, liquidated its stake (50%) in the Wood Gardens SA company. This company was integrated using the equity method.

4. Investments & Holding segment

During the year 2024, the changes in the consolidation scope in the Investments & Holding segment of the CFE Group are as follows :

  • The CFE Group liquidated its stake (25%) in the PPP Betrieb Schulen Eupen SA company. This company was integrated using the equity method.
  • The CFE Group liquidated its stake (19%) in the PPP Schulen Eupen SA company. This company was integrated using the equity method.

TRANSACTIONS IN 2023

1. Real Estate Development segment

During the year 2023, the main changes in scope within the real estate development segment of the CFE Group are the following:

  • The BPI Real Estate Luxembourg SA company, a fully-owned subsidiary of the CFE Group and consolidated using the global integration method, acquired a 100% stake in the newly created JFK Développement 1 S.à r.l. and JFK Développement 2 S.à r.l. companies. These companies have been consolidated using the global integration method;
  • The BPI Real Estate Luxembourg SA company, a fully-owned subsidiary of the CFE Group and consolidated using the global integration method, acquired a 57,45% stake in the newly created Kronos RE S.à r.l., subsequently renamed JFK Real Estate S.à.R.L.. This companies has been consolidated using the equity method;
  • The BPI Real Estate Belgium SA company, a fully-owned subsidiary of the CFE Group and consolidated using the global integration method, sold its stake (40%) in the Barbarahof NV company. This company was integrated using the equity method.
  • The BPI Real Estate Poland Sp. z o.o. company, a fully-owned subsidiary of the CFE Group and consolidated using the global integration method, sold 10% of its shares in the BPI Obrzezna Sp. z o.o. company to decrease its stake from 100% to 90%. This company remains consolidated using the global integration method. The impact of this transaction is presented in the consolidated statement of changes in shareholders' equity under "Changes in consolidation scope and other movements";
  • BPI Real Estate Poland Sp. z o.o., a wholly-owned subsidiary of the CFE Group and fully consolidated, sold 50% of its shares in BPI Chmielna Sp. z o.o., reducing its stake from 100% to 50%. This company was fully consolidated until 31 December 2023, and the income statement was fully consolidated for the year 2023. However, following the change in the percentage of control during the fourth quarter, in the consolidated statement of financial position as at 31 December 2023, CFE exclusively includes its share in the equity of BPI Chmielna under investments accounted for using the equity method (see note 15 "Investments accounted for using the equity method" in this report).
  • The BPI-Revive Matejki Sp. z o.o. company, a 50% owned subsidiary of the CFE Group and integrated using the equity method is renamed Cavallia Sp. z o.o. ;
  • The LRP Development BVBA company, a 33% owned subsidiary of the CFE Group and integrated using the equity method, has been absorbed by the La Réserve Promotions NV company, itself a 33% subsidiary of the CFE Group and integrated using the equity method.

2. Multitechnics segment

During the year 2023, the main changes in the consolidation scope in the Multitechnics segment of the CFE Group are as follows:

  • The VMA Nizet SA company, a fully-owned subsidiary of the CFE Group and consolidated using the global integration method, has been absorbed by the VMA Druart SA company, itself a fully-owned subsidiary of the CFE Group and consolidated using the global integration method. Following this merger by absorption, the legal name of the VMA Druart SA company was changed to VMA Sud SA ;
  • The Mobix Remacom NV and Mobix Stevens NV companies, fully-owned subsidiaries of the CFE Group and consolidated using the global integration method, have been absorbed, with retroactive effect as of 1 January 2023, by the Mobix Engema SA company, itself a fully-owned subsidiary of the CFE Group and consolidated using the global integration method. Following this merger by absorption, the legal name of the Mobix Engema SA company was changed to Mobix SA;
  • The CFE Contracting SA company, a fully-owned subsidiary of the CFE Group and consolidated using the global integration method, acquired a 100% stake in the newly created VMA Sustainability Fund I NV company. This company has been consolidated using the global integration method.

3. Construction & Renovation segment

During the year 2023, the company CFE Contracting SA, a 100% subsidiary of CFE Group sold its entire stake in the company Compagnie Tunisienne d'entreprise (49.90%). This company was 100% consolidated using the global integration method.

4. Investments & Holding segment

During the year 2023, the main changes in the consolidation scope in the Investments & Holding segment of the CFE Group are as follows :

  • Rent-A-Port, 50% owned by the CFE Group and integrated using the equity method, sold its stake in BSTOR NV to the newly created company GreenStor NV, 50% owned by the CFE Group and integrated using the equity method. Following this sale, Rent-A-Port was renamed Deep C Holding ;
  • The stake of Deep C Holding, 50% owned by the CFE Group and integrated using the equity method, in Infra Asia Investment Hong Kong Ltd was diluted from 94% to 84% following the \$23.8 million capital increase in which it did not take part of. The impact of this transaction had a positive effect of €4,171 thousand on the CFE Group's shareholders' equity, as presented in the consolidated statement of changes in shareholders' equity (on the line « Changes in consolidation scope and other movements »).
  • The company Construction Management Tunisie SA, held at 99.96% by the Group CFE were sold. This company was consolidated using the global integration method.
  • The company CFE Hungary Epitoipari KFT held at 100% by the Group CFE were dissolved. This company was consolidated using the global integration method.

1. GENERAL POLICIES

IFRS AS ENDORSED BY THE EUROPEAN UNION

The accounting principles used at 31 December 2024 are the same as those used for the consolidated financial statements at 31 December 2024, except for the standards and/or amendments to standards described below as endorsed in the European Union, mandatorily applicable as of 1 January 2024.

STANDARDS AND INTERPRETATIONS APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON OR AFTER 1 JANUARY 2024

  • Amendments to IAS 1 Presentation of Financial Statements : classification of Liabilities as Current or Non-current and Noncurrent Liabilities with Covenants;
  • Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback;
  • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements.

The application of these standards and interpretations had no material impact on the consolidated financial statements of CFE.

STANDARDS AND INTERPRETATIONS PUBLISHED, BUT NOT YET APPLICABLE FOR THE ANNUAL PERIOD BEGINNING ON 1 JANUARY 2024

The Group did not apply early any of the following new standards and interpretations, application of which was not mandatory at 31 December 2024.

  • Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (applicable for annual periods beginning on or after 1 January 2025)
  • IFRS 18 Presentation and Disclosure in Financial Statements (applicable for annual periods beginning on or after 1 January 2027, but not yet endorsed in the EU)
  • IFRS 19 Subsidiaries without Public Accountability Disclosures (applicable for annual periods beginning on or after 1 January 2027, but not yet endorsed in the EU)
  • Amendments to IFRS 9 and IFRS 7 Classification and Measurement of Financial Instruments (applicable for annual periods beginning on or after 1 January 2026, but not yet endorsed in the EU)
  • Annual Improvements Volume 11 (applicable for annual periods beginning on or after 1 January 2026, but not yet endorsed in the EU)
  • Amendments to IFRS 9 and IFRS 7 Contracts Referencing Nature-dependent Electricity (applicable for annual periods beginning on or after 1 January 2026, but not yet endorsed in the EU)

2. SIGNIFICANT ACCOUNTING POLICIES

A) ADDITIONAL INFORMATION ON THE IMPACT OF THE MACROECONOMIC ENVIRONMENT ON THE CONSOLIDATED FINANCIAL STATEMENTS

This environment is prompting some of CFE's customers, particularly property developers, to postpone the start-up of projects for which building permits have already been obtained, and calls for tender for new projects.

B) RESTATEMENT OF COMPARATIVE FIGURES

Following the review of the 2023 annual report by the Financial Services and Markets Authority ("FSMA") in 2024, the CFE group has adapted the presentation of certain headings in the financial statements, which had the following effects on the comparative figures

- On the consolidated income statement :

  • o the item "Income and expenses from financing activities", which amounted to € 839 thousand at 31 December 2023, has been broken down into "Interest income" (€ 11,880 thousand) and "Interest expense" (-€ 11,041 thousand), and
  • o The item "Other financial income and expenses" has been renamed "Other financial result".

- On the consolidated statement of financial position:

  • o An amount of € 24,237 thousand corresponding to equity-accounted investments with a negative value has been moved from "Non-current provisions" to "Other non-current financial assets" (as a deduction from our receivables from the companies concerned).
  • o This reclassification also results in a decrease in the balance sheet total by this amount.

- Consolidated statement of cash flows:

o Net cash flow from (used in) operating activities:

  • § To improve understanding of cash flows relating to the financing of real estate development activities carried out through equity-accounted companies and included in operating cash flow, capital decreases and increases for equity-accounted investments in the "Real Estate Development" segment (-€ 71,421 thousand in 2023) and loan repayments and grants to equity-accounted investments in the "Real Estate Development" segment (-€ 3,788 thousand in 2023) have been presented on separate lines.
  • § Until 2023, these were included under the heading Decrease/(increase) in current and non-current trade and other receivables.
  • § This reclassification has no impact on total cash flow from (used in) operating activities or on the associated financial covenants.
  • o Cash flow from (used in) investment activities:
    • § The item "Change in percentage interest net of cash acquired" (€ 0.00 thousand at 31 December 2023) has been split between "Acquisition of percentage interest net of cash acquired/transferred" and "Disposal of percentage interest net of cash acquired/transferred".
    • § The item "Decrease/(increase) in capital of investments accounted for using the equity method" (-€ 1,550 thousand at 31 December 2023) has been split between "Increase in capital of investments accounted for using the equity method" (-€ 1,550 thousand) and "Decrease in capital of investments accounted for using the equity method" (€ 0.00 thousand).
    • § The item "Repayment /(granting) of loans allocated to investments accounted for using the equity method" (-€ 7,197 thousand at 31 December 2023) has been split between "Granting of loans allocated to investments accounted for using the equity method" (-€ 4,057 thousand) and "Repayment of loans allocated to investments accounted for using the equity method" (€ 11,254 thousand).

C) ADDITIONAL INFORMATION ON THE ENVIRONMENTAL IMPACT OF THE GROUP

When assessing climate-related issues, the following points should be taken into account:

  • The CFE Group has set itself clear objectives to limit its direct negative impact on the climate by focusing on its direct CO2 emissions (scope 1 and 2), its water consumption and its waste production.

CFE's first objective is to reduce CO2 emissions linked to the transport of employees and materials by 40% before 2030 (compared with 2020).

The fleet of cars and equipment is regularly being replaced by electric vehicles, for example. CFE has not identified any assets whose economic lifetime should be reduced. These are mainly leasing contracts valued under property, plant and equipment (note 14 - rights of use). The other actions concern raising awareness or switching to alternative means of transport, which are included in the Group's mobility plan. This plan takes into account all aspects of mobility (TCO, taxes, etc.) and does not involve any particular costs or investments.

Reducing energy consumption is a challenge for both construction sites and head offices. Here too, the aim is to reduce C02 emissions by 40% by 2030. To limit this, on-site consumption is monitored daily to prevent energy wastage, solar panels are being installed on the site barracks and more efficient generators are being used. There are no major costs associated with these actions, as the reduction in consumption roughly offsets the investment in equipment. These amounts are marginal. At the same time, a switch to green energy has already been in place since 2020.

The relocation of CFE and its subsidiaries BPC, BPI, CLE, VMA and Van Laere to new buildings that consume very little energy (notably Wood Hub), as well as the renovation of other group headquarters, has also significantly reduced the group's energy consumption. CFE has not identified any assets whose economic lifetime should be reduced.

In terms of reducing water consumption and waste production, the actions undertaken on site do not entail any significant costs or specific investments.

  • At the same time, the CFE group's activities will be developed to reduce costs in terms of CO2 emissions, particularly in terms of the choice of materials and transporting materials and waste in the Construction & Renovation and Multitechnical segments. It is also expected that the proportion of renovation and energy-efficiency renovation work will increase as the regulatory framework evolves.

In 2024, CFE has set itself the objective of reducing its CO2 emissions (scope 3) by 20% before 2030 (compared to 2024).

The financial impact of the choice of materials or the development of new approaches to transport is estimated at the project submission stage and then incorporated into the commercial offer submitted to the customer. This study is carried out on a project-by-project basis, so margins are re-evaluated at the start of each new order. On the other hand, a residual risk is the cost of the inefficiencies inherent in learning new production techniques or new approaches to logistics. This is because it is not always possible to anticipate (both at contractual level and when preparing for project implementation) and quantify with sufficient accuracy.

The real estate development business systematically includes solutions for reducing the energy consumption of buildings during the development of new projects. In addition, renovation projects for existing buildings are becoming increasingly common. Once the land has been acquired to develop a project, a feasibility study is carried out. The cost price of the project is estimated and incorporated into the commercial offer made to customers.

The assets related to these activities are therefore the Mobix fleet of vehicles and equipment, as well as the head office buildings of the CFE group entities. Given the factors described above, at the end of 2024 the CFE group does not anticipate replacing assets used in the operation of its business through an investment plan or allocating provisions for the decommissioning of assets.

For the purposes of impairment testing, the cash flows generated by these three segments were estimated on the basis of a three-year plan. The aforementioned factors have been taken into account to estimate sales and margin trends based on information currently available.

D) ACCOUNTING POLICIES AND METHODS

(A) STATEMENT OF COMPLIANCE

The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) approved by the European Union.

(B) BASIS OF PRESENTATION

The financial statements are stated in thousands of euros, rounded to the nearest thousand.

Equity instruments and equity derivatives are stated at cost where they do not have a quoted market price in an active market and where other methods of reasonably estimating fair value are clearly inappropriate and/or inapplicable.

Accounting policies are applied consistently.

The financial statements are presented before the appropriation of parent-company income proposed to the Shareholders' General Meeting.

(C) MAIN JUDGEMENTS AND ASSUMPTIONS

The preparation of financial statements according to the IFRS standards requires the use of estimates, as well as the formulation of judgments and assumptions that affect the amounts shown in those financial statements, particularly with regard to the following items:

  • the measurement of provisions and post-employment obligations (we refer to the disclosure 22 Employee benefits) ;
  • the measurement of income or losses on construction contracts using the percentage of completion method. We refer to the disclosure 17 Construction contracts. Income from construction contracts is calculated on the basis of the percentage of completion of the project multiplied by the estimated income on completion. This includes identified additional costs as well as any penalties for delay or compensation provided for contractually in accordance with Group rules. Salary and equipment expenses not allocated to projects are excluded from the percentage-of-completion calculation;
  • the evaluation of revenues from real estate development projects. Sales are determined based on the sold percentage of the projects; the estimated margin on the entire project is applied. The profitability of projects is re-estimated at least three times a year in order to integrate market developments based on internal knowledge and available external data (i.e. the market price for each type of property depending on its characteristics). Revenues (and costs) are therefore revised to reflect changes in the scope of the project (volume, project design, etc.), price changes and other project events;
  • the assessment of the value of real estate development assets (refer to notes "15. Investments accounted for using the equity method", "16. Other non-current financial assets", and "18. Inventories").
    • o Projects under construction and/or built but not sold. Regular review of project profitability analyses ensures that future cash flows from projects will cover investments made in real estate development projects, whether wholly owned by CFE or in partnerships. If the analysis reveals a risk of impairment on a project, BPI requests a valuation of the project from an external expert.
    • o Projects under review. BPI ensures that the net book value of the project is lower than its resale value (without taking into account the potential issuance of construction permits).
  • estimates used in impairment tests (we refer to the disclosure 13 Goodwill) ;
  • the valuation of financial instruments at fair value (we refer to the disclosure 26 Financial risk management) ;
  • the assessment of control. In this respect, the CFE group takes into account the statutes, in particular concerning decisionmaking affecting the daily management of the subsidiary as well as specific clauses (right of veto, etc.);
  • the qualification of the nature of the transaction as a business combination or an acquisition of assets when a company is acquired.

These estimates assume the operation is a going concern and are made on the basis of the information available at the time they were established. Estimates may be revised if the circumstances on which they were based alter or if new information becomes available. Actual results may be different from these estimates.

(D) CONSOLIDATION PRINCIPLES

The consolidated financial statements include the financial statements of the CFE group and the financial statements of its subsidiaries and the entities over which it has control. The CFE group controls an entity if :

  • it has power over the entity ;

  • it is exposed to, or entitled to, variable returns from the controlled entity ;

  • it has the ability to exert power over the entity in order to influence the returns obtained.

If the CFE group does not have the majority of voting rights in an entity, it is presumed to have enough rights to exert power over the entity if it has the ability to manage the core businesses of the entity on its own. The CFE group takes into account all facts and circumstances when it assess whether the voting rights held are sufficient to give the power to manage the entity, including the following:

  • the voting rights held by the CFE group compared to the voting rights held by the other partners and how there are spread among them ;
  • the potential voting rights held by the CFE group and by other stakeholders or other parties ;
  • the rights arising from other agreements ;
  • other facts and circumstances, if any, that prove that the CFE group has the ability (or otherwise) to manage the entity's core businesses when decisions have to be taken, including voting trends at previous shareholder meetings.

The CFE group consolidates the subsidiary from the date on which it obtains control, and ceases to consolidate it when the group no longer controls the entity. In particular, the income and expenses of a subsidiary acquired or sold during the financial year are included in the consolidated statement of income and in other elements of the consolidated statement of comprehensive income from the date the CFE group acquires control of the subsidiary until the date on which it ceases to control it.

If necessary, adjustments are made to statutory accounts of subsidiaries in order to align their accounting methods with those used by the group. All assets and liabilities, equity, revenue, expenses and cash flows related to transactions between group companies are eliminated in the consolidated financial statements.

Changes to the group's interest in a subsidiary that do not result in a loss of control are recognized as equity transactions. The carrying amounts of the group's interests and non-controlling interests are adjusted to reflect changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity.

When the CFE group grants an option to sell to the non-controlling interests of a subsidiary (i.e. where the non-controlling interests have a "put"), the related financial liability is initially deducted from non-controlling interests in equity.

Associated companies are entities in which the CFE group exercises a significant influence. Significant influence is the power to take part in financial and operating policy decisions of a company without, however, exercising control or joint control over these policies.

A joint venture is an arrangement whereby the parties having joint control over the entity have rights to the entity's net assets. A joint control is the sharing of the control over an entity among different parties based on legal agreements and where all decisions related to core businesses require the agreement of all parties.

Assets, liabilities, revenue and expenses from associates and joint ventures are accounted for using equity method in the consolidated financial statements unless the interest in the associate is, partly or fully, classified as held-for-sale. In that case, it is accounted for in accordance with IFRS 5. Under the equity method, an investment in an associate or joint venture is first recorded at cost in the consolidated financial statements and then adjusted to record the share of the group in the net result and in the comprehensive income of the associate or joint venture. If the group's share in the losses of an associate or joint venture is greater than its participation, the CFE group ceases to recognize its share in the future losses. If applicable, the share of losses is first deducted from the financial assets related to the associated company. In the absence of financial assets or when the losses exceed the financial assets, a provision is made. Additional losses are recognized only to the extent that the CFE group has entered into a legal or implicit obligation, or has made payments on behalf of the associate or joint venture.

A participation in an associate or a joint venture is recognized under the equity method from the date when the entity becomes an associate a joint venture. When acquiring the participation in an associate or a joint venture, any surplus of the cost of the participation over the share of the net fair value of the identifiable assets and liabilities of the entity is recognized as goodwill, which is included in the carrying amount of the participation. Any surplus of the group's share of the net fair value of the identifiable assets and liabilities over the cost of the participation, after revaluation, is immediately recognized in the consolidated statement of income of the financial year in which the participation was acquired.

A joint operation is a partnership in which the parties who exercise joint control over the company have rights to the assets and obligations with respect to the entity's liabilities. Joint control is the contractually agreed sharing of control over an entity, which only exists if decisions with regard to the relevant activities require the unanimous consent of the parties sharing control. When

an entity of the CFE group entity starts its activities in the context of a joint operation, the CFE group, as a co-participant, recognizes the following items in respect to its interests in the joint operation:

  • its assets, including its share of any assets held jointly ;
  • its liabilities, including its share of any liabilities incurred jointly ;
  • its revenue from the sale of its share of the output arising from the joint operation ;
  • its share of the revenue from the sale of its share of the output by the joint operation ;
  • its expenses, including its share of any expenses incurred jointly.

(E) FOREIGN CURRENCIES

(1) TRANSACTIONS IN FOREIGN CURRENCIES

Transactions in currencies other than the euro are recognized at the exchange rate on the transaction date. Monetary assets and liabilities denominated in foreign currencies are converted at the closing rate. Gains and losses resulting from these transactions, as well as the conversion of monetary assets and liabilities denominated in foreign currencies, are recognized in the consolidated statement of income.

Non-monetary assets and liabilities denominated in foreign currencies are converted at the foreign exchange rate on the transaction date.

(2) FINANCIAL STATEMENTS OF FOREIGN ENTITIES

The assets and liabilities of the companies of the CFE group whose functional currencies are other than the euro are converted into euros at the exchange rate on the balance sheet date. The income statements of foreign entities, excluding foreign entities in hyperinflationary economies, are converted into euros at an average exchange rate for the year (approximating the foreign exchange rates prevailing at the dates of the transactions).

Components of shareholders' equity are converted at historical rates.

The conversion differences arising from this conversion are recognized in the other elements of the comprehensive income, and are accumulated in a separate equity reserve, i.e., 'exchange differences on translation'. These differences are recognized in the consolidated statement of income of the financial year during which the entity is sold or liquidated.

(3) EXCHANGE RATES

Currencies Closing rate 2024 Average rate 2024 Closing rate 2023 Average rate 2023
Polish Zloty 4,27 4,31 4,34 4,54
U.S. Dollar 1,04 1,08 1,11 1,08
Tunisian Dinar 3,31 3,37 3,41 3,36
Romanian Leu 4,97 4,97 4,98 4,95
British Pound 0,83 0,85 0,87 0,87
Vietnamese Dong 26.531,00 27.117,91 26.883,00 25.773,48

Units of foreign currency per euro

(F) INTANGIBLE ASSETS

(1) RESEARCH AND DEVELOPMENT COSTS

Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding are recognized in the consolidated statement of income as an expense as incurred.

Development costs, whereby research results are applied to the planning or design of new or improved processes such as IT tools, are recognised as an asset if the process is technically and commercially feasible, the company has sufficient resources to complete the development, the attributable expenditure can be reliably identified, the CFE Group intends to complete and use the related intangible asset, and the intangible asset will generate future financial benefits through internal use.

Capitalized expenditures include all costs directly attributable to the asset necessary for its creation, production and preparation in view of its intended use. Other development expenditures are recognized as an expense as incurred.

Development costs recognized as an asset are included in the consolidated statement of financial position at their acquisition cost less accumulated depreciation (see below) and impairment.

(2) RECOGNITION AND MEASUREMENT OF LICENSES

All intangible assets are capitalized only if it is probable that future economic benefits will flow to the entity and if its cost can be measured reliably. These criteria are applicable on initial recognition and for subsequent expenditures.

All intangible assets are accounted for at historical cost less accumulated depreciation and impairment losses.

Historical cost includes the purchase price of licenses as well as costs incurred during the implementation period of the software. Implementation costs include the costs of suppliers or consultants working on the project as well as the direct salary costs of staff members whose main task is the implementation of the tool.

(3) SUBSEQUENT EXPENDITURES

Subsequent expenditures on intangible assets are recognized as an asset only if it allows the asset to generate future economic benefits beyond the performance level that was defined at the outset. All other expenditures are recognized when incurred.

(4) DEPRECIATION

Intangible fixed assets are amortised on a straight-line basis over their estimated useful life. Across the CFE group, these are essentially made up of software licences with an estimated useful life ranging from 3 to 5 years.

(G) PROPERTY, PLANT AND EQUIPMENT

(1) RECOGNITION AND MEASUREMENT

All property, plant and equipment are capitalized only if it is probable that future economic benefit will flow to the entity and its cost can be measured reliably. These criteria are applicable at initial recognition and in relation to subsequent expenditures.

All property, plant and equipment are included in the consolidated statement of financial position at their historical acquisition cost less accumulated depreciation and impairment losses.

Historical cost includes the original purchase price, borrowing costs incurred during the construction period, and related direct costs (e.g. non recoverable taxes and transport costs). The cost of assets produced by the company includes the cost of materials, direct labor costs and an appropriate proportion of overheads.

(2) SUBSEQUENT EXPENDITURES

Subsequent expenditures are only recorded as an asset only if it allows the asset to generate future economic benefits beyond the performance level that was defined at the outset. Repairs and maintenance costs, which do not increase the future economic benefits of the asset to which they relate, are recognized as costs when incurred.

(3) DEPRECIATION

Depreciation is calculated from the date on which the asset is ready to be used. Depreciation is calculated according to the straight-line method, and on the basis of the estimated useful economic life of these assets, i.e.:

trucks : 5 years
other vehicles : 3 to 5 years
other equipments : 5 years
IT hardware : 3 years
office equipment : 5 years
office furniture : 10 years
renovation of buildings/new buildings : 20-33 years
cranes : 8-12 years with/without residual value of 1%
excavators : 7 years without residual value
tracklayers : 10 years with residual value of 5%
containers and site installations : 5 years
various site equipments : 5 years

Land is not depreciated as it is deemed to have an indefinite life.

(H) LEASES

The CFE group acts mainly as a lessee under lease contracts. Leases are recognized in the consolidated statement of financial position as rights of use and lease obligations at the present value of the future lease payments at a pre-determined discount rate.

The CFE Group uses an incremental borrowing rate that differs depending on the nature of the asset underlying the contract. The discount rate is revised to the remaining rents in either of the following situations to revalue the rental liability:

  • to each lease where a substantial change in the term of the lease has occurred but has not resulted in the recognition of a separate lease ;
  • to new contracts booked after the date on which this rate was revised.

Accrued rights of use are depreciated on a straight-line basis over their useful life, or over the term of the lease if the lease does not provide for transfer of ownership at the end of the lease term, while the corresponding obligations are recognized as financial debts.

The lease payments associated for lease contracts of up to 12 months' duration and lease contracts of low-value underlying assets are expensed over the period in which the asset is used.

All minimum lease payments are recorded partly as financing cost and partly as depreciation of the outstanding obligation, which results in a constant periodic interest on the remaining balance of the obligation. Financial expenses are charged directly in the consolidated statement of income.

Where a lease contract is terminated before the lease term has expired, any compensation paid to the lessor is expensed in the period in which the lease contract is terminated.

(I) FINANCIAL ASSETS

Each category of investments is recognized at its fair value upon the initial recognition of the asset. The measurement method will evolve according to the categories stated below :

(1) INVESTMENTS IN DEBT SECURITIES AND OTHER INVESTMENTS

Investments in debt securities are presented as financial assets and are measured at their amortized cost, determined on the basis of the "effective interest rate method" if the two conditions below are met:

  • the "Solely payments of principal and interests" criterion as defined by IFRS 9;
  • the assets are held for collection.

The effective interest rate method is used to calculate the amortized cost of a financial asset or liability and to allocate financial income or financial expense during the period under review. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts over the future expected life of the financial instrument or, where appropriate, over a shorter period, in order to obtain the net book value of the financial asset or liability. Profit or loss is recognized in the consolidated statement of income. Impairment losses are recognized in the consolidated statement of income.

(2) CASH AND CASH EQUIVALENTS

We refer to paragraph (L)

(3) TRADE RECEIVABLES

We refer to paragraph (K)

(4) FINANCIAL ASSETS DESIGNATED AT FAIR VALUE THROUGH PROFIT AND LOSS

Derivative instruments are recognized at fair value through the consolidated statement of income, unless there is documentation of hedge accounting (we refer to paragraph W).

(J) INVENTORIES

Raw materials are measured at weighted average cost or net realizable value if the latter is lower.

The cost of land, buildings under construction, and buildings intended for sale are valued at their individualized cost or net realizable value if the latter is lower. This includes the cost of land, construction costs, development costs, and project monitoring costs.

The net realizable value corresponds to the estimated selling price in the normal course of business after deducting estimated completion costs and costs necessary to complete the sale.

(K) TRADE RECEIVABLES

Current trade receivables are measured at amortized cost, which is generally identical to their nominal value less any impairment losses. The measurement of financial assets is made on the basis of the estimated loss model, which requires taking the discounted value of the estimated losses into account if the debtor proves to be in default. The estimated losses are calculated on the basis of the weighted average of the losses to be incurred according to several occurrence scenarios. This analysis is carried out on a case-by-case basis for project.

(L) CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and term deposits with an original maturity date of less than three months.

(M) IMPAIRMENT OF NON-FINANCIAL ASSETS

The carrying amounts of non-current assets (with the exception of financial assets that fall within the scope of IFRS 9, deferred taxes and non-current assets held for sale) are reviewed at each closing date to determine whether there is any indication that an asset has lost value. If any such indication exists, the asset's recoverable amount is estimated. For intangible assets with an indefinite useful life and goodwill, the recoverable amount is estimated at each closing date. An impairment loss is recognized whenever the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in the consolidated statement of income.

(1) ESTIMATES OF RECOVERABLE AMOUNTS

The recoverable amount of non-financial assets is the greater of the fair value less costs for selling the asset and its value in use. Value in use is the present value of estimated future cash flows.

In order to determine the value in use, estimated future cash flows are discounted using a pre-tax interest rate that reflects both current market interest rates and risks specific to the asset.

For assets that do not generate cash flows themselves, the recoverable amount is determined for the cash-generating unit to which the assets belong.

(2) REVERSAL OF IMPAIRMENT

With the exception of goodwill for which impairment losses are never reversed, impairments on non-financial assets are only reversed if there has been a change in the estimates used to determine the recoverable amount.

An asset impairment can only be reversed to the extent that the asset's carrying amount, which has increased after the reversal of an impairment loss, does not exceed the net carrying amount of the amortization that would have been determined, if no amortization would have been recognized for this asset.

(N) PURCHASE OF TREASURY SHARES

When CFE shares are bought back by the company or a company of the CFE group, the amount paid, including costs directly attributable to the acquisition, is recognized as a deduction from equity. The proceeds from the sale of shares are directly included in the total equity, with no impact on consolidated statement of income.

if treasury shares are reissued, any difference between the carrying amount and the consideration is recognized as share premium.

(O) PROVISIONS

Provisions are made if the company has a legal or an implicit obligation as a result of events that have occurred in the past, if it is probable that an outflow of resources generating economic benefits will be required to settle the obligation, and if the amount of the obligation can be reliably estimated.

The amount recorded as provision corresponds to the best estimate of the necessary expenditure to settle the current obligation at the balance sheet date. This estimate is obtained by using a pre-tax interest rate that reflects both the current market assessments and the specific debt risks.

Provisions for restructuring are made if the company has approved a detailed and formal restructuring plan, if the restructuring has either started or has been announced publicly, and if the employees affected have been notified of the plan main features. Provisions are not set aside for costs that relate to the company's normal activities.

Current provisions are provisions directly linked to each business line's own operating cycle, whatever the expected time of settlement of the obligation.

Provisions for after-sales service cover the obligations of the entities of the CFE group within the framework of the statutory guarantees relating to completed projects. They are estimated statistically on the basis of expenses incurred in previous years or individually on the basis of specifically identified problems. Provisions for after-sales services are provided from the start of the work.

Provisions for litigation with regard to activities mainly relate to disputes with customers, subcontractors, co-contractors or suppliers. Other provisions for current risks mainly consist of provisions for delay penalties and other risks related to operations.

Non-current provisions correspond to provisions not directly linked to the operating cycle and whose maturity generally exceeds one year.

(P) EMPLOYEE BENEFITS

(1) POST-EMPLOYMENT BENEFITS

Post-employment benefits include pension plans and life insurance.

The company operates a number of defined-benefit and defined-contribution pension plans throughout the world.

In Belgium, some pension schemes based on defined contribution plans are subject to a minimum guaranteed return by the employer and are therefore qualified as defined benefit plans.

The assets of these plans are generally held by separate institutions and are generally financed through contributions from the subsidiaries concerned and from employees. These contributions are determined on the basis of recommendations from independent actuaries.

Post-employment benefits are either funded or non-funded.

a) Defined contributions plans

Contributions to these pension plans are recognized as an expense in the consolidated statement of income when incurred.

b) Defined benefits plans

For these pension plans, costs are estimated separately for each plan using the projected unit credit method. The projected unit credit method considers each period of service as giving rise to an additional unit of benefit entitlement and measures each unit separately.

Under this method, the cost of providing pensions is charged to the consolidated statement of income so as to spread the cost evenly over the remaining careers of employees covered by the plan, in accordance with the advice of actuaries who carry out a full assessment of these plans every year. The amounts charged to the consolidated statement of income consist of current service cost, interest cost, the expected return on plan assets and past service cost.

The pension obligations recognized on the consolidated statement of financial position are measured as the present value of the estimated future cash outflows, discounted at a rate corresponding to the yield on high-quality corporate bonds with a maturity similar to that of the pension obligations, less any unrecognized past service costs and the fair value of plan assets.

Actuarial gains and losses are calculated separately for each defined-benefit plan. Actuarial gains and losses comprise the effects of differences between actuarial assumptions and actual figures, and the effects of changes in actuarial assumptions. Actuarial gains and losses on commitments or assets related to post-employment benefits and resulting from adjustments based on experience and/or changes in actuarial assumptions are recognized in other elements of the consolidated statement of comprehensive income in the period in which they arise, and are the object of a separate reserve in equity. These differences and the changes in the recognized asset limit are presented in the consolidated statement of comprehensive income.

Interest expenses resulting from the accretion effect relating to pension obligations and similar liabilities, and financial income resulting from the expected return on plan assets, are recognized in the consolidated statement of income under financial items.

The introduction of or changes to a new post-employment benefit plan or other long-term plans may increase the present value of the obligation with respect to defined-benefit plans for services rendered in previous periods, i.e. the past service cost. The past service cost related to post-employment benefit plans is recognized in income on a straight-line basis over the average period until the related benefits are received by employees. Benefits received after the adoption of or changes to a postemployment benefit plan, and past service costs relating to other long-term benefits, are immediately taken to income.

Actuarial calculations related to post-employment obligations and other long-term benefits are carried out by independent actuaries.

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

(Q) FINANCIAL LIABILITIES

(1) LIABILITIES AT AMORTIZED COST

Interest-bearing borrowings are recognized at their fair amount less attributable transaction costs. Any difference between this net amount (after transaction costs) and repayment value is recognized in the consolidated statement of income over the life of the loan, using the effective interest-rate method. See paragraph J (2) for the definition of this method.

(2) FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE THROUGH PROFIT AND LOSS

Derivative instruments are recognized at fair value through the consolidated statement of income, unless there is documentation of hedge accounting (we refer to paragraph X).

(R) TRADE AND OTHER PAYABLES

Trade and other current payables are recognized at amortized cost.

(S) INCOME TAXES

Income tax for the financial year comprises current and deferred tax. Income tax is recognized in the consolidated statement of income, except to the extent that it relates to items recognized directly in equity or in the other elements of the consolidated statement of comprehensive income. In this case, deferred tax is also recognized in these elements.

Current tax is the expected tax payable on the taxable income for the past year, as well as any adjustment to taxes paid or payable with regard to previous years. It is calculated using the valid tax rates at the balance sheet date.

Deferred tax is calculated using the liability method for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. The applicable tax rates at the closing date are used to calculate deferred tax assets and liabilities.

Under this method, the company is required to make a provision for deferred taxes for the difference between the fair value of the net assets acquired and their tax base, in the event of a business combination.

The following temporary differences are not taken into account: non-deductible goodwill, the initial recognition of assets or liabilities that do not affect accounting profit or taxable profit, and differences relating to participations in subsidiaries to the extent that they will probably not reverse in the foreseeable future.

A deferred tax asset is only recognized to the extent that it is probable that future taxable profit will be available to offset the tax advantage. A deferred tax asset is reduced to the extent that it is no longer likely that the related tax benefit will be realized.

(T) REVENUE FROM CONSTRUCTION AND SERVICE CONTRACTS

If the profit and loss that result from a construction contract can be estimated reliably, contract revenue and expenses, including borrowing costs incurred if the contract exceeds the accounting period, are recognized in the consolidated statement of income over time, in proportion to the contract's percentage of completion at the closing date. The percentage of completion is calculated as the proportion between the contract costs at the closing date and the total estimated contract costs. Most of the income is gradually recognized if one of the following criteria is met:

  • the customer simultaneously receives and consumes the benefits generated by the service provided by the company as it is implemented;
  • the service provided by the company creates or enhances an asset over which the customer obtains control progressively as it is being created or enhanced;
  • the service provided by the company creates an asset without possible alternative use by the company, and the latter has an enforceable right to payment for the service completed to date.

(1) CONTRACT COSTS

Contract costs are recognized as an expense in the consolidated statement of income for the financial year in which the services to which they relate are provided, and the incurred costs that relate to future contract activities are capitalized if the entity is expecting to recover them. A correction will be made for the cost of equipment that has been purchased but not yet manufactured, or that is being manufactured, at the reporting date. In the event that the forecast at the completion of the construction work shows a deficit, the expected loss on completion is immediately recognized as an expense.

(2) CONTRACT REVENUE

Revenue from a construction contract includes the revenue initially defined in the contract, as well as any modifications to the work specified in the contract, claims and performance bonuses to the extent that it is highly probable that there will be no significant reversal in the cumulative recognized revenue when the uncertainty associated with the variable components is subsequently resolved. If the outcome of a construction contract cannot be reliably estimated, contract revenue is recognized to the extent that the contract costs incurred are likely to be recovered.

The transaction price is determined as the amount that reflects the consideration to which the entity expects to be entitled in exchange for providing the promised goods and services to the customer.

A modification to the contract may lead to an increase or decrease in the transaction price. It relates to an instruction from the customer with regard to the scope of the work defined by the contract. In applying this principle, performance bonuses and claims are generally considered to be included in the transaction price only if an agreement has been made with the customer. The most common variable components, such as the price of the materials and remuneration of site personnel should only be included in the transaction price if it is highly probable that there will be no subsequent significant downward adjustment to the revenue recognized.

Performance bonuses constitute a part of the contract revenue if the contract's percentage of completion indicates that the specified performance level will actually be reached or exceeded, and the amount of the performance bonus can be reliably determined.

(3) CONTRACT BALANCES

A contract asset is the entity's right to a consideration in exchange for the transfer of the goods or services to a customer. If the entity provides goods or services to a customer before the customer has paid for the consideration, or before the consideration is due, a contract asset is recognized for the contingent consideration acquired.

A contract liability is the entity's obligation to transfer goods or services to a customer, for which the group has received a consideration prior to the transfer of goods or services to that customer. A contract liability is recognized when the consideration is received in advance, or when the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the entity has completed the contract.

Work in progress reflects the net position of assets and liabilities on contracts.

A provision for onerous contracts is made if the expected economic benefits from a contract are lower than the unavoidable costs of meeting the contractual obligations. Unavoidable contract costs reflect the least net cost of exiting from the contract, which is the lower of the cost of fulfilling it and any compensation or penalties arising from the failure to fulfil it. The cost of fulfilling a contract includes the costs directly related to the contract ('full direct costs'), these being:

  • the incremental costs of fulfilling the contract ; and
  • an allocation of other costs directly related to fulfilling the contract.

(4) COSTS TO FULFILL OR OBTAIN A CONTRACT

CFE has assessed that the cost of obtaining contract (e.g. commissions paid), as well as the related costs of fulfilling that are not covered by a specific IFRS standard, which should normally be capitalized as defined in IFRS 15 if they meet certain specific criteria,

have no significant impact on the recognition of revenue and margins of projects. As such, these costs of winning or implementing a contract are not recognized separately in accordance with IFRS 15, but are included in the recognition of the project and therefore recognized when they are incurred.

(5) SPECIFIC CONSIDERATIONS RELATING TO REVENUE BY SEGMENT

a) Revenue from construction and multitechnics contracts

CFE is responsible for the overall management of a project in which various goods and services are included, such as demolition, earthworks, soil remediation, foundation work, procurement of materials, construction of the shell and facades, installation of technical facilities (electricity, HVAC, etc.), and the finishing works.

Revenue recognition must reflect, according to IFRS 15:

• On one hand, the pace of fulfillment of performance obligations corresponding to the transfer of control of a good or service to the customer;

• On the other hand, the amount to which the seller expects to be entitled as compensation for the activities performed.

The performance obligations aimed at transferring goods and services are not treated separately in the context of the contract, as the entity provides a significant service of integrating goods and services (the inputs) into the building (the combined output) for which the customer has concluded a contract. This is why the goods and services are not treated separately. The entity recognises all the goods and services under the contract as one and the same performance obligation.

Revenue from construction contracts are recognized according to the percentage of completion using the cost-based method, i.e., according to the share of the contract costs incurred for its completion to date relative to the total estimated costs.

Ownership is progressively transferred to the buyer during the construction period, so revenue is recognized over time when the entity's performance does not create an asset with an alternative use for the entity and the entity has an enforceable right to payment for performance completed to date, which satisfies the third criterion defined by IFRS 15.35.

To the extent that the contract explicitly identifies each unit individually, and the customer can benefit from each unit individually, the construction of each unit should be considered as a separate performance obligation, and revenue are recognized separately for each performance obligation.

The transfer of control of a good or service can occur at a specific point in time corresponding to the completion of the work. This is particularly the case for a limited number of contracts, mainly in the Multitechnics segment, where installation and execution work covers a very short period. For such contracts, revenue is recognized at the precise moment when the work is completed.

b) Real estate developments

CFE is responsible for the overall management of real estate projects in which several building blocks under construction (or to be constructed) are sold to the customers. Taking into account the local regulator that governs the transfer of ownership to the end customer, the performance obligation is satisfied progressively or at a specific point in time. Revenue is recognized when the material risks and rewards of ownership have been substantially transferred to the buyer, and no uncertainty remains regarding the recovery of the amounts due, the associated costs or the possible return of goods.

In so-called mixed projects, and in particular real estate developments including residential, office and/or retail units, they will be subdivided in one or more performance obligations, depending on whether the different units that are developed are separate or not within the meaning of the IFRS 15 standard. Moreover, depending on the contractual framework, the development of the project and the monitoring of its construction will be considered as either a single performance obligation or as two separate obligations.

The income is recognized when each performance obligation, taken individually, is satisfied, i.e.:

  • if the local regulator makes the ownership of the construction gradually transferable throughout the execution of the construction work, and if the group is contractually restricted from redirecting the properties to other customers, and has an enforceable right to payment for the work carried out, the revenue from the construction of these residential properties will therefore be gradually recognized according to the cost-based method, i.e. based on the share of contract costs incurred for its realisation to date relative to the estimated total costs, and according to the degree of ownership transferred at the closing date. This concerns projects developed in Belgium and Luxembourg ;
  • if the legislator provides that the transfer of risks and benefits, as well as the right to enforceable payment, is only established when the residential unit is fully built and delivered, revenue is only recognized at a specific point in time, i.e. upon the signing of the notarial deed or the transfer protocol between CFE and the end customer. This applies only to projects developed in Poland.

If the development of a project and the monitoring of its construction are considered as two separate obligations, the income relating to the development of the project will generally be recognized at a specific time when it is sold, and the income relating to the monitoring of the construction will be recognized as a percentage of completion, as previously explained.

(U) OTHER INCOME

(1) RENTAL INCOME AND FEES

Rental income and costs are recognized on a straight-line basis over the term of the lease.

(V) CHARGES

(1) FINANCIAL EXPENSES

Financial expenses comprise interest payable on borrowings, foreign exchange losses, and losses on hedging instruments that are recognized in the consolidated statement of income.

All interest and other costs incurred in connection with borrowings, except those that were eligible for capitalisation, are recognized in the consolidated statement of income as financial expenses. Interest costs relating to lease contracts are recognized in the consolidated statement of income using the effective interest rate method.

(2) COSTS FOR RESEARCH AND DEVELOPMENT, ADVERTISING AND PROMOTIONAL COSTS AND COSTS RELATING TO THE DEVELOPMENT OF IT SYSTEMS

Research, advertising and promotional costs are recognized in the consolidated statement of income of the financial year in which they were incurred. Development costs and development costs for IT systems are recognized as an expense when they are incurred if they do not meet the criteria for intangible assets.

(W) HEDGE ACCOUNTING

The company uses derivative financial instruments primarily to reduce exposure to adverse fluctuations in interest rates, foreign exchange rates, commodity prices and other market risks. The company's policy prohibits the use of such instruments for speculation purposes.

The company does not hold or issue financial instruments for trading purposes. Derivatives that do not qualify as hedging instruments under the IFRS 9 standard, however, are presented as instruments held for trading.

Derivative financial instruments are initially measured at their fair value. Subsequent to initial recognition, derivative financial instruments are measured at their fair value. Recognition of any resulting unrealized gain or loss depends on the nature of the derivative and the effectiveness of the hedge.

The fair value of interest rate swaps is the estimated value that the company would receive or pay when exercising the swap at the closing date, taking current interest rate curves and the solvency of the counterparty of the swap into account. The fair value of a forward exchange contract is the quoted value on the stock exchange on closing date, i.e. the present value of the quoted forward price.

Hedge accounting is applicable if the conditions of the IFRS 9 standard are met :

  • the hedging relationship must be clearly designated and documented on the date the hedging instrument is put in place ;
  • the economic link between the hedged item and the hedging instrument must be documented, as well as the potential sources of inefficiency ;
  • the retrospective ineffectiveness must be measured at each closing ;
  • the hedging relationship consists only of eligible hedging instruments and eligible hedged items ;
  • the hedge ratio of the hedging relationship is consistent with that resulting from the quantity of the hedged item that is actually hedged by the entity, and the quantity of the hedging instrument that the entity actually uses to hedge that quantity of the hedged item.

Changes in the fair value from one period to another are recognized differently depending on the accounting qualification of the instrument.

(1) CASH-FLOW HEDGES

Where a derivative financial instrument hedges variations in the cash flow of a recognized liability, a firm commitment or an expected transaction of the company, the effective part of any profit or loss resulting from the derivative financial instrument is recognized directly in other elements of the consolidated statement of comprehensive income and is the object of a reserve that is separate from equity.

If the firm commitment or the expected future transaction leads to the recognition of a non-financial asset or liability, the

cumulative profits or losses are extracted from the 'equity' heading and are included in the initial assessment of the value of the asset or liability.

Otherwise, the cumulative profits or losses are extracted from the 'equity' heading and recognized in the consolidated statement of income at the same time as the hedged transaction.

The non-effective portion of the profit or loss on the financial instrument is recognized in the consolidated statement of income. Profits or losses arising from the temporary value of the financial derivative instrument are recognized in the consolidated statement of income.

If a hedging instrument or a hedging relationship has expired, but the hedged transaction has yet to take place, the cumulative unrealized profit or loss at that time remains under the 'equity' heading and is recognized according to the principle explained above at the time the transaction takes place.

If the hedged transaction is not expected to take place, the cumulative unrealised profit or loss recognized under 'equity' is immediately recognized in the consolidated statement of income.

(2) FAIR VALUE HEDGES

For any derivative financial instrument hedging variations in the fair value of a recognized receivable or debt, any profit or loss resulting from the remeasurement of the hedging instrument is recognized in the consolidated statement of income. The value of the hedged item is also measured at the fair value attributable to the hedged risk. The related loss or profit is recognized in the consolidated statement of income.

The fair value of the hedged items, in respect of the hedged risk, is their carrying amount on the closing date converted into euros at the exchange rate in effect on the closing date.

(3) HEDGE OF AN INVESTMENT IN A FOREIGN COUNTRY

If a foreign currency debt hedges a net investment in a foreign entity, conversion differences arising from the conversion of the debt into euros are recognized directly as "exchange differences on translation" under the other elements of the consolidated statement of comprehensive income.

If a derivative financial instrument hedges a net investment relating to foreign operations, the effective portion of the profit or loss on the hedging instrument is recognized directly in "exchange differences on translation" under the other elements of the comprehensive income statement, and the ineffective portion is recognized in the consolidated statement of income.

(4) INSTRUMENTS RELATED TO CONSTRUCTION CONTRACTS

If a derivative financial instrument hedges exposure to variations in the cash flow of a recognized obligation, a firm commitment or a planned transaction of the company in the context of a construction contract (mainly forward purchases of raw materials, or forward purchases or sales of foreign currencies), this instrument will not be the object of cash flow hedging documentation as described in point (1) above. Any profit or loss resulting from the derivative financial instrument is recognized in the consolidated statement of income as a financial income or financial expense.

Any profit or loss realized on the derivative financial instrument is considered to be a cost under the construction contract (see section (U) above). This element is, however, not considered for determining the percentage of completion of the construction contract.

(X) SEGMENT REPORTING

A segment is a distinguishable component of the CFE group that generates revenue and incurs expenses and whose operating income and losses are regularly reviewed by management in order to take decisions or determine its performance. The CFE group's continuing operations consist of four operating segments : Real Estate Development, Multitechnics, Construction & Renovation and Investments & Holding.

(Y) CASH FLOWS WITH RESPECT TO COMPANIES CONSOLIDATED USING THE EQUITY METHOD

Cash flows related to the financing of companies consolidated using the equity method (capital decrease/increase and new borrowings given/repayments of borrowings given) are, in principle, included in cash flows from investing activities.

However, regarding the Real Estate Development segment, these cash flows are presented in cash flows from operating activities. Indeed, the development of real estate projects is carried out either through consolidated subsidiaries or through joint ventures. All these projects are managed by the same management team of CFE's real estate segment. Cash flows related to projects under development held by consolidated subsidiaries are by definition allocated to the "working capital variations" items, i.e., in

operating cash flows. To ensure consistency for the reader of the financial statements, CFE has historically opted to also include in these same "working capital variations" items, the cash flows related to the financing of real estate projects held through joint ventures. This reasoning is based on the fact that projects held in joint ventures and projects held by consolidated subsidiaries are similar from an economic point of view and both relate to the main revenue-generating activities of the CFE group and are therefore both operational in nature. Thus, CFE has decided to group the cash flows of all its real estate projects in operating activities, regardless of the underlying legal structure. By choosing to present cash flows in operating activities, CFE based its decision on the principle of IAS 7 paragraph 11, namely that an entity presents its cash flows related to operating, investing, and financing activities in the most appropriate manner for its business.

3. CONSOLIDATION METHODS

SCOPE OF CONSOLIDATION

Companies in which the group, directly or indirectly, holds the majority of voting rights enabling control to be exercised, are fully consolidated.

Companies over which the group exercises joint control with other shareholders are consolidated using the equity method. This applies in particular to Deep C Holding, Green Offshore, GreenStor and certain subsidiaries of BPI.

The change in the scope of consolidation of the CFE group between December 2023 and December 2024 is summarised as follows:

Number of entities 2024 2023
Global integration 63 64
Equity method 87 91
Total 150 155

INTRA-GROUP OPERATIONS

Reciprocal operations and transactions relating to assets and liabilities and income and expenses between integrated companies are eliminated in the consolidated financial statements. This elimination is carried out :

  • in full if the operation is carried out between two subsidiaries consolidated using the global integration method; and
  • up to the holding percentage of the company accounted for using the equity method for the internal result realised between a fully consolidated company and a company accounted for using the equity method.

TRANSLATION OF THE FINANCIAL STATEMENTS OF FOREIGN COMPANIES & ESTABLISHMENTS

In most cases, the operating currency of companies and establishments corresponds to the currency of the country concerned.

The financial statements of foreign companies whose operating currency is different from that used in preparing the group's consolidated financial statements are translated at the closing rate for the items of the consolidated statement of financial position and at the average rate for the period for the items of the consolidated statement of income. Any resulting conversion differences are recognised as exchange differences resulting from the translation in the consolidated reserves. Goodwill relating to foreign companies is considered to be part of the assets and liabilities acquired and, as such, is converted at the exchange rate applicable on the closing date.

FOREIGN CURRENCY TRANSLATIONS

Transactions in foreign currency are converted into euros at the exchange rate on the transaction date. Financial assets and monetary liabilities denominated in foreign currencies are converted into euros at the exchange rate applicable at the closing date of the period. The resulting exchange profits and losses are recognised in the 'foreign exchange income' heading, and are presented under 'other financial income and expenses' in the consolidated statement of income.

Foreign exchange profits and losses on loans denominated in foreign currencies or on foreign exchange derivatives used to hedge participations in foreign subsidiaries are recorded under the heading 'exchange differences on translation' resulting from the conversion in 'other elements' of the consolidated statement of comprehensive income, and are the object of a separate reserve in equity. When the loans are repaid, the translation differences recorded in equity are recycled into the income statement.

4. SEGMENT REPORTING

OPERATING SEGMENTS

Segment reporting is presented in respect of the group's operating segments. Segment results and assets and liabilities include items that can be directly attributed to a segment.

The CFE group can be divided into four operating segments :

Real Estate Development

The Real Estate Development segment develops real estate projects in Belgium, Luxembourg and Poland.

Multitechnics

The Multitechnics segment includes the activities of the VMA and MOBIX divisions:

  • VMA specializes in developing technical building installations, their automated management (smart buildings) and longterm maintenance as well as in automating production lines in the automotive, chemical and food industries;
  • MOBIX is a leading player in Belgium for carrying out railway works (laying tracks, catenaries and signalling) and the installation of cables and pipelines as well as the installation public lighting.

Construction & Renovation

The Construction & Renovation segment includes all CFE subsidiaries active in Belgium, Poland, the Grand Duchy of Luxembourg and in Germany, which specialize in the construction and renovation of office buildings, residential buildings, hospitals, hotels, schools, car parks and industrial buildings. The companies Wood Shapers (construction and promotion of projects using biobased and hybrid materials) and LTS (production and assembly plants for prefabricated wooden elements) are also part of this segment.

Investments & Holding

Besides the holding activities, this segment includes participations in Deep C Holding, Green-Offshore, GreenStor and in a Design Build Finance and Maintenance contract in Belgium.

CONSOLIDATED STATEMENT OF INCOME

For the period ended December 31,
2024
(in € thousands)
Real estate
development
Multi
technics
Construction
& Renovation
Investments
& Holding
Eliminations
between
segments
Consolidated
total
Revenue 125,699 304,309 788,462 1,978 (38,279) 1,182,169
EBITDA 17,932 20,160 17,443 (5,277) (389) 49,869
% Revenue 14.27% 6.62% 2.21% 4.22%
Depreciation and amortisation (1,283) (9,959) (9,950) (640) 0 (21,832)
Income from operating activities 16,649 10,201 7,493 (5,917) (389) 28,037
Share of profit (loss) of investments
accounted for using equity method
(8,188) (22) 788 11,390 0 3,968
Operating income (EBIT) 8,461 10,179 8,281 5,473 (389) 32,005
% Revenue 6.73% 3.34% 1.05% 2.71%
Financial result 3,913 (606) 7,952 (6,461) 0 4,798
Income tax expenses (4,351) (3,258) (5,656) 328 97 (12,840)
Result for the period - share of the
group
8,023 6,315 10,577 (660) (292) 23,963
% Revenue 6.38% 2.08% 1.34% 2.03%
For the period ended December 31,
2023
(in € thousands)
Real estate
development
Multi
technics
Construction
& Renovation
Investments
& Holding
Eliminations
between
segments
Consolidated
total
Revenue 157,696 337,951 872,647 2,274 (122,098) 1,248,470
EBITDA 30,422 5,383 9,666 4,799 (737) 49,533
% Revenue 19.29% 1.59% 1.11% 3.97%
Depreciation and amortisation (1,053) (9,708) (9,715) (872) 0 (21,348)
Income from operating activities 29,369 (4,325) (49) 3,927 (737) 28,185
Share of profit (loss) of investments
accounted for using equity method
(11,952) 28 (171) 16,934 0 4,839
Operating income (EBIT) 17,417 (4,297) (220) 20,861 (737) 33,024
% Revenue 11.04% (1.27%) (0.03%) 2.65%
Financial result (821) (1,205) 2,827 (2,794) 0 (1,993)
Income tax expenses (4,980) (769) (2,675) (64) 183 (8,305)
Result for the period - share of the
group
11,669 (6,271) (68) 18,003 (554) 22,779
% Revenue 7.40% (1.86%) (0.01%) 1.82%

During the 2024 financial year, a larger number of real estate development projects in Poland were recognized as revenue upon completion, amounting to €79,919 thousand (2023: €7,872 thousand).

BREAKDOWN OF REVENUE

Breakdown by geographical area

Year ended 31 December
(in € thousands)
2024 2023
Belgium 856,938 990,003
Poland 225,731 105,144
Luxembourg 67,591 114,670
Others 31,909 38,653
Consolidated total 1,182,169 1,248,470

The breakdown of revenue by country is based on the countries in which services are provided.

In 2024, no customer accounted for more than 10% of group revenue.

Breakdown by business area

For the period ended December 31
(in € thousands)
2024 2023
Real Estate Development 125,699 157,696
VMA 213,151 252,788
MOBIX 91,253 85,285
Eliminations inter segments (95) (122)
Multitechnics 304,309 337,951
Construction & Renovation 788,462 872,647
Investments & Holding & eliminations inter-segments (36,301) (119,824)
Total consolidated 1,182,169 1,248,470

The CFE group's revenue from construction & renovation segment includes revenue generated for the benefit of the real estate development segment.

The elimination of the revenue common to the construction & renovation segment and the real estate development segment, is carried out at the level of eliminations between segments.

As the construction and the sales of the real estate development segment do not take place simultaneously, internally generated revenue is accounted for under work in progress and reversed at the time of sale.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the period ended December 31, 2024
(in € thousands)
Real estate
development
Multi
technics
Construction
& Renovation
Investments
& Holding
Eliminations
between
segments
Consolidated
total
ASSETS
Goodwill 0 23,017 912 0 0 23,929
Property, plant and equipment 5,134 47,768 39,433 3,711 (23) 96,023
Non-current loans to consolidated group
companies
0 0 0 40,000 (40,000) 0
Other non-current financial assets 90,202 0 0 30,046 0 120,248
Investments accounted for using equity method 95,928 159 1,050 79,245 0 176,382
Other non-current assets 10,368 1,707 16,296 162,463 (161,749) 29,085
Inventories 126,541 6,624 9,011 25 (826) 141,375
Cash and cash equivalents 7,230 2,533 80,300 83,447 (0) 173,510
Internal cash position - Cash pooling - assets 9,774 59,768 218,449 22,537 (310,528) 0
Other current assets 13,261 123,678 202,703 17,639 (16,086) 341,195
Total assets 358,438 265,254 568,154 439,113 (529,212) 1,101,747
LIABILITIES
Equity 160,328 98,892 113,982 37,176 (162,603) 247,775
Non-current borrowings to consolidated group
companies
40,000 0 0 0 (40,000) 0
Non-current financial liabilities 31,690 26,158 19,477 107,505 0 184,830
Other non-current liabilities 32,401 2,050 20,011 4,580 (0) 59,042
Current financial liabilities 18,490 6,086 5,462 337 (0) 30,375
Internal cash position - Cash pooling - liabilities 22,222 4,555 17,982 265,769 (310,528) 0
Other current liabilities 53,307 127,513 391,240 23,746 (16,081) 579,725
Total liabilities 198,110 166,362 454,172 401,937 (366,609) 853,972
Total equity and liabilities 358,438 265,254 568,154 439,113 (529,212) 1,101,747
For the period ended December 31, 2023
(in € thousands)
Real estate
development
Multi
technics
Construction
& Renovation
Investments
& Holding
Eliminations
between
segments
Consolidated
3
total
ASSETS
Goodwill 0 22,982 912 0 0 23,894
Property, plant and equipment 5,642 45,988 39,469 4,012 (24) 95,087
Non-current loans to consolidated group
companies
0 0 0 44,000 (44,000) 0
Other non-current financial assets 89,108 0 171 29,274 0 118,553
Investments accounted for using equity method 104,502 182 3,531 77,150 0 185,365
Other non-current assets 9,839 2,085 11,307 180,107 (179,271) 24,067
Inventories 145,285 7,349 10,010 25 (825) 161,844
Cash and cash equivalents 4,390 3,249 78,045 68,408 0 154,092
Internal cash position - Cash pooling - assets 17,749 42,529 167,981 23,753 (252,012) 0
Other current assets 25,346 136,210 241,129 14,864 (24,102) 393,447
Total assets 401,861 260,574 552,555 441,593 (500,234) 1,156,349
LIABILITIES
Equity 159,141 88,897 90,975 77,500 (180,120) 236,393
Non-current borrowings to consolidated group
companies
40,000 0 4,000 0 (44,000) 0
Non-current financial liabilities 53,424 26,054 18,838 92,649 0 190,965
Other non-current liabilities 29,473 1,882 21,093 4,534 0 56,982
Current financial liabilities 10,341 5,835 4,951 35,267 0 56,394
Internal cash position - Cash pooling - liabilities 18,435 14,386 9,368 209,823 (252,012) 0
Other current liabilities 91,047 123,520 403,330 21,820 (24,102) 615,615
Total liabilities 242,720 171,677 461,580 364,093 (320,114) 919,956
Total equity and liabilities 401,861 260,574 552,555 441,593 (500,234) 1,156,349

CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended December 31, 2024
(in € thousands)
Real estate
development
Multi
technics
Construction
& Renovation
Investments
& Holding
Consolidated
total
Cash flows from (used in) operating activities
before changes in working capital
25,399 19,937 17,052 2,304 64,692
Cash flows from (used in) operating activities 12,672 23,487 37,375 11,771 85,305
Cash flows from (used in) investing activities (322) (3,860) (851) (3,415) (8,448)
Cash flows from (used in) financing activities (9,586) (20,303) (34,781) 6,621 (58,049)
Net increase/(decrease) in cash position 2,764 (676) 1,743 14,977 18,808
For the period ended December 31, 2023
(in € thousands)
Real estate
development
Multi
technics
Construction
& Renovation
Investments
& Holding
Consolidated
total
Cash flows from (used in) operating activities
before changes in working capital
28,596 4,944 14,645 7,174 55,359
Cash flows from (used in) operating activities (33,668) 7,630 27,139 (852) 249
Cash flows from (used in) investing activities (830) (5,581) (9,160) 4,535 (11,036)
Cash flows from (used in) financing activities 34,377 (5,482) (11,528) 18,113 35,480
Net increase/(decrease) in cash position (121) (3,433) 6,451 21,796 24,693

The cash flow from (used in the context of) financing activities includes the amounts of cash pooling compared to other segments. A positive amount corresponds to a use of liquidity in the cash pooling. This item also includes cash-flows related to external financing, especially and primarily in real estate development and investments & holding segments.

3 Negative investments accounted for using the equity method, previously presented under 'Non-current provisions' in their entirety, are, from 2024, presented firstly as a deduction from any non-current financial assets relating to these investments and the balance under 'Non-current provisions'. The restatement is described in note 2.b.

OTHER INFORMATION

Year ended 31 December 2024
(in € thousands)
Real estate
development
Multi
technics
Construction
& Renovation
Investments &
Holding (*)
Consolidated
total
Raw materials, consumables, services and
subcontracted work
(75,044) (148,957) (640,436) 21,798 (842,639)
Depreciation and amortisation (1,283) (9,959) (9,950) (640) (21,832)
Investments 1,017 12,544 13,259 312 27,132
Year ended 31 December 2023
(in € thousands)
Real estate
development
Multi
technics
Construction
& Renovation
Investments &
Holding (*)
Consolidated
total
Raw materials, consumables, services and
subcontracted work
(83,362) (196,045) (727,470) 76,889 (929,988)
Depreciation and amortisation (1,053) (9,708) (9,715) (872) (21,348)

(*) For the "Raw materials, consumables, services, and subcontracted work" category, the "Investments & Holding" segment also includes intersegment eliminations.

The investments include the acquisitions of intangible assets and property, plant and equipment and the discounted rents related to the right-of-use of assets under the scope of IFRS 16 Leases.

GEOGRAPHICAL INFORMATION

The operations of the group in the construction & renovation, multitechnics and real estate development segments are mainly based in Belgium, Luxembourg and Poland.

The property, plant and equipment are mainly based in Belgium.

5. ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES

ACQUISITIONS AND DISPOSALS FOR THE PERIOD ENDED 31 DECEMBER 2024

During the first half of 2024, the companies PPP Betrieb Schulen Eupen SA and PPP Schulen Eupen SA were liquidated. This transaction has an immaterial impact on the income statement. In the cash flow statement, the effect of the transaction (+€550 thousand) is presented under the line item "Decrease of the investment percentage net of cash acquired/sold."

As far as the multitechnics, construction & renovation and investments & holding segments are concerned, no material acquisition or disposal within the meaning of IFRS 3 Business Combinations and having a significant impact on the CFE Group's financial statements were carried out in 2024.

Acquisitions and disposals in the real estate development segment are not considered as business combinations; therefore the consideration paid is allocated to the land and buildings accounted for in inventories. The main acquisitions and disposals that have occurred in the real estate development segment are described in the introduction of this report.

6. OTHER OPERATING INCOME AND EXPENSES

Other operating income, which amounted to €38,730 thousand (2023 : €54,487 thousand) as at 31 December 2024, are mainly related to :

  • other compensation and miscellaneous rebilling amounting to €35,446 thousand (2023 : €36,193 thousand) ;
  • capital gains on disposals of financial shares amounting to €1,979 thousand, (2023: €17,146 thousand) of which €1,163 thousand related to the disposal of 50% of the stake in BPI Wieslawa Sp. z.o.o. ;
  • capital gains on disposals of intangible assets and property, plant and equipment amounting to €1,305 thousand (2023 : €1,148 thousand).

In 2023, other operating income included the capital gain from the disposal of 50% of the stake in BPI Chmielna (€14,250 thousand) and the positive recycling of foreign exchange differences following the sale of CMT and CTE companies and the liquidation of CFE Hungary (€2,443 thousand).

Other operating expenses are made up of the following elements :

Year ended 31 December
(in € thousands)
2024 2023
Miscellaneous services and goods (84,838) (81,237)
Impairment of assets
- Inventories (215) (387)
- Trade and other operating receivables 392 (6,587)
Net additions to provisions (excluding provisions for retirement benefit obligations) (1,837) 2,793
Other operating expenses (1,661) (1,521)
Consolidated total (88,159) (86,939)

Miscellaneous services and goods and other operating expenses mainly include overheads, various taxes, sales commissions and miscellaneous fees.

7. PERSONNEL EXPENSES

Year ended 31 December
(in € thousands)
2024 2023
Remuneration (145,524) (148,459)
Mandatory social security contributions (45,135) (45,315)
Other wage costs (44,488) (39,555)
Service cost related to defined-benefit pension plans (5,084) (3,167)
Consolidated total (240,231) (236,496)

The average full-time equivalent number of staff in 2024 was 2,775 (2023 : 2,914), which represents 2,990 people as at 1 January 2024 (2023: 3,074) and 2,854 as at 31 December 2024 (2023 : 2,990).

8. FINANCIAL RESULT

Year ended 31 December
(in € thousands)
2024 2023
Interest income 12,944 11,880
Interest expenses (15,386) (11,041)
Other financial expenses and income 7,240 (2,832)
Realized / unrealized translation gains/(losses) 5,360 388
Defined benefit plan financial cost (189) (323)
Impairment of financial assets 0 0
Other 2,069 (2,897)
Financial result 4,798 (1,993)

The financial result amounts to €4,798 thousand as of December 31, 2024, compared to (€1,993 thousand) as of December 31, 2023. This increase is mainly explained by:

  • The positive effect of recycling unrealized foreign exchange differences historically recognized in other comprehensive income, related to euro-denominated intra-group loans granted by BPI Real Estate Belgium SA to BPI Real Estate Poland Sp.z.o.o., which were repaid in 2024. The repayment of these loans is considered as a partial disposal under IAS 21, resulting in the recycling of translation differences through the income statement. The recycling of unrealized foreign exchange differences is the sole impact of this transaction in the financial statements;
  • The increase in realized foreign exchange gains by CFE Polska Sp.z.o.o., linked to the appreciation of the PLN against the euro; partially offset by,
  • The increase in the cost of gross financial debt.

Interest income amount to €12,944 thousand and mainly consist of interest on loans granted to SPVs in the Real Estate Development and Investments & Holding segments, which are consolidated under the equity method, as well as interest income from term deposits.

Interest expenses amount to €15,386 thousand and primarily consist of interest charges related to corporate financing of CFE SA and BPI Real Estate Belgium SA, project financing in the Real Estate Development segment consolidated using the full integration method, as well as interest expenses on lease liabilities.

9. NON-CONTROLLING INTERESTS

As of December 31, 2024, the share of non-controlling interests in the result for the period is nil (2023 : loss of €53 thousand).

10.EARNINGS PER SHARE

Basic earnings per share are the same as diluted earnings per share due to the absence of any potentially dilutive ordinary shares in circulation. It is calculated as follows :

For the period ended December 31 2024 2023
Result for the period - share of the group (in € thousands) 23,963 22,779
Comprehensive income - share of the group (in € thousands) 21,351 18,423
Number of ordinary shares at balance sheet date 25,314,482 25,314,482
Weighted average number of ordinary shares outstanding during the period 24,801,925 24,905,237
Earnings per share, based on the weighted average number of ordinary shares
outstanding during the period (basic) :
Earnings per share (share of the group) (€) 0.97 0.91
Comprehensive income per share (share of the group) (€) 0.86 0.74

During 2024, the stock option plans had no dilutive effect.

11. INCOME TAX

RECOGNIZED IN COMPREHENSIVE INCOME

Year ended 31 December
(in € thousands)
2024 2023
Current taxes
Tax expense for the period 11,014 8,630
Additions to / (release from) provisions in previous periods 132 17
Total current tax expenses 11,146 8,647
Deferred taxes
Additions to and releases from deferred taxes relating to losses from previous periods 0 (27)
Additions to and releases from temporary differences 1,694 (315)
Total deferred tax expenses/income 1,694 (342)
Income tax for the period 12,840 8,305
Tax (income)/expense recognized in other elements of the comprehensive income (48) (1,774)
Total tax expense recognized in comprehensive income 12,792 6,5314

RECONCILIATION OF THE EFFECTIVE TAX RATE

Year ended 31 December
(in € thousands)
2024 2023
Pre-tax income for the period 36,805 31,031
of which share in the profit/(loss) from investments accounted for using equity
method
3,968 4,839
Pre-tax income for the period, excluding investments accounted for using equity
method
32,837 26,192
Income taxes at 25% 8,209 6,548
Tax impact of non-deductible expenses 2,610 2,477
Tax impact of non-taxable revenue (1,830) (3,246)
Tax credit 0 0
Effect of different tax rates applicable to subsidiaries operating in other jurisdictions (719) (1,031)
Tax impact of using previously unrecognized losses (3,708) (1,470)
Tax impact of adjustments to current and deferred tax relating for previous periods 4,203 11
Tax impact of deferred tax assets on unrecognized losses for the period 4,074 5,016
Tax expense 12,840 8,305
Effective tax rate for the period 39.10% 31.71%

The income tax expenses amounted to €12,840 thousand as at 31 December 2024, compared to €8,305 thousand at the end of 2023. The effective tax rate amounted to 39.10% compared to 31.71% in 2023.

4 This amount has been adjusted.

RECOGNIZED DEFERRED TAX ASSETS AND LIABILITIES

Year ended 31 December
(in € thousands)
ASSETS LIABILITIES
2024 20235 2024 2023
Property, plant and equipment and intangible assets 210 80 (13,687) (10,961)
Leases liabilities 12,484 9,727 0 0
Employee benefits 1,662 1,833 0 0
Provisions 2,383 2,290 0 0
Fair value of derivative instruments 0 0 0 0
Working capital 3,247 5,694 (92) (3,545)
Other items 3,292 307 (5,729) (46)
Tax losses 42,567 41,707 0 0
Gross deferred tax assets/(liabilities) 65,845 61,638 (19,508) (14,552)
Unrecognized deferred tax assets (42,567) (41,707) 0 0
Tax netting (14,261) (11,402) 14,261 11,402
Net deferred tax assets/(liabilities) 9,017 8,529 (5,247) (3,150)

Tax loss carried forward and other temporary differences for which no deferred tax assets are recognized amounted to €170,504 thousand as at 31 December 2024. As tax losses are mainly recognized by Belgian companies, these do not have an expiration date.

The "tax netting" item reflects the netting of deferred tax assets and liabilities per entity.

PILLAR II

The Pillar Two legislation is effective starting from the financial year beginning 1 January 2024.

Pillar Two legislation has been enacted or substantively enacted in certain jurisdictions in which CFE operates (ao. Belgium). Ackermans en van Haaren NV (AvH NV) is the Ultimate Parent Entity ('UPE') for Pillar Two purposes of the CFE Group's constituent entities. These constituent entities are therefore in scope of the Pillar Two consequences applicable to the AvH Group.

As a consequence of the fact that CFE is part of the AvH Group, the outcome of Pillar Two impact can only be assessed at the level of the AvH Group.

Based on an assessment made by the AVH Group, the AvH Group has identified potential exposure to Pillar Two top-up-taxes in certain jurisdictions. Based on the current legislation, the AvH group is, in principle, obliged to pay, in Belgium or any other relevant jurisdiction, an additional tax on the profits of constituent entities taxed at an effective rate lower than 15%.

For the 2024 financial year, the total impact of these additional taxes on the consolidated net result of the AvH group amounts to 0.5 million euros. This assessment was made based on the most recent financial information of the constituent entities of the AvH group; these being the 'Country-by-Country Reporting' and the consolidated financial statements.

The main jurisdictions exposed to the Top-Up Taxes Pillar II are Mexico, the United Arab Emirates, Saudi Arabia, and Spain. Since the CFE group is not active in these jurisdictions, no obligation related to these additional taxes has been recognized in the consolidated financial statements closed on December 31, 2024.

As of December 31, 2024, the CFE group has applied the exception to recognize and disclose deferred tax assets and liabilities related to Pillar II taxes.

5 Deferred tax assets included in the "Tangible fixed assets" section as of December 31, 2023 have been allocated between the "Tangible fixed assets" and "Lease liabilities" sections.

TAX LOSSES FOR WHICH NO DEFERRED TAX ASSETS ARE RECOGNIZED

Deferred tax assets are not recognized in cases where it is not probable that a future taxable profit will be sufficient to enable subsidiaries to recover their tax losses.

DEFERRED TAX INCOME (EXPENSE) RECOGNIZED IN COMPREHENSIVE INCOME

Year ended 31 December
(in € thousands)
2024 2023
Deferred taxes on the effective portion of changes in the fair value of cash flow hedge 0 1,360
Deferred taxes on the revaluation of defined benefit liabilities 48 414
Total 48 1,774

12.INTANGIBLE ASSETS OTHER THAN GOODWILL

Year ended 31 December 2024
(in € thousands)
Licenses Development
costs
Total
Acquisition costs
Balance at the end of the previous period 7,751 2,221 9,972
Effects of changes in foreign exchange rates 19 0 19
Acquisitions 428 2,619 3,047
Disposals (127) (380) (507)
Transfers between asset items 441 (1) 440
Balance at the end of the period 8,512 4,459 12,971
Depreciation and amortisation
Balance at the end of the previous period (5,676) (415) (6,091)
Effects of changes in foreign exchange rates (14) 0 (14)
Depreciation and amortisation (955) 0 (955)
Disposals 117 380 497
Transfers between asset items (429) 2 (427)
Balance at the end of the period (6,957) (33) (6,990)
Net carrying amount
As at January 1, 2024 2,075 1,806 3,881
As at December 31, 2024 1,555 4,426 5,981

As of December 31, 2024, acquisitions of intangible assets amounted to €3,047 thousand (2023 : €2,605 thousand) and primarily concern the capital expenditure relating to the implementation of a new ERP system in Construction & Renovation.

Depreciation and amortisation of intangible assets amounted to €(955) thousand as at 31 December 2024 (2023 : €(888) thousand).

Intangible assets meeting the definition of IAS 38 Intangible Assets are only recognized to the extent that future economic benefits are probable.

Year ended 31 December 2023
(in € thousands)
Licenses Development
costs
Total
Acquisition costs
Balance at the end of the previous period 7,457 415 7,872
Effects of changes in foreign exchange rates 76 0 76
Acquisitions 798 1,807 2,605
Disposals (495) 0 (495)
Transfers between asset items 0 (1) (1)
Balance at the end of the period 7,751 2,221 9,972
Depreciation and amortisation
Balance at the end of the previous period (5,110) (415) (5,525)
Effects of changes in foreign exchange rates (54) 0 (54)
Depreciation and amortisation (888) 0 (888)
Disposals 291 0 291
Transfers between asset items 0 0 0
Balance at the end of the period (5,676) (415) (6,091)
Depreciation and amortisation
Net carrying amount
As at January 1, 2023 2,347 0 2,347
As at December 31, 2023 2,075 1,806 3,881

13.GOODWILL

Year ended 31 December 2024 2023
(in € thousands)
Acquisition costs
Balance at the end of the previous period 29,916 29,745
Changes in consolidation scope 0 0
Transfers between asset items (*) 0 0
Other changes 35 171
Balance at the end of the period 29,951 29,916
Depreciation
Balance at the end of the previous period (6,022) (6,022)
Depreciation during the period 0 0
Transfers between asset items (*) 0 0
Changes in consolidation scope 0 0
Balance at the end of the period (6,022) (6,022)
Net carrying amount at December 31 23,929 23,894

In accordance with IAS 36 Impairment of assets, this goodwill was tested for impairment at 31 December 2024.

The following assumptions were used in the impairment tests :

Business value Net goodwill Parameters of the model applied to cash flow
projections
Gross goodwill
value
Impairment
losses
recognized in
the period
Year ended 31 December
(in € thousands)
2024 2023 Growth rate
(terminal
value)
Discount rate Sensitivity rate
VMA 14,991 14,956 0.50% 10.20% 5% 18,881 0
MOBIX 8,026 8,026 0.50% 10.20% 5% 10,159 0
BPC Group 911 911 0.50% 10.20% 5% 911 0
Total 23,929 23,894 29,951 0

Cash-flows figures used in the impairment tests were taken from the three-year plans presented to the CFE Board of Directors. A growth rate of 0.5% was used in determining the terminal value. The discount rate used is 10.2% (compared to 10.2% as at 31 December 2023) and corresponds to the weighted average cost of capital applicable to the CFE group.

Future cash flows have been estimated by taking into account CFE past financial performance, future performance assumptions and the impact of environmental risks and commitments of climate change on the CFE activities. When establishing these assumptions, CFE did not identify any assets whose useful life was expected to be reduced, nor any material impact on the change in the profitability of its activities based on the information known to date (note 2.C Additional information relating to the environmental impact of the group).

A sensitivity analysis was carried out by varying cash flows and discount rate figures by 5%. Since the value in use of the entities is still higher than their carrying amount including goodwill, there was no indication of impairment.

14. PROPERTY, PLANT AND EQUIPMENT

Year ended 31 December 2024
(in € thousands)
Land and
buildings
Fixtures and
equipment
Furniture, fittings
and vehicles
Under
construction
Total
Acquisition costs
Balance at the end of the previous period 80,050 85,662 69,003 1,891 236,606
Effects of changes in foreign exchange rates 29 15 43 0 87
Changes in consolidation scope (7) 0 (4) 0 (11)
Acquisitions 4,277 4,104 15,704 0 24,085
Transfers between asset items 2,246 59 (325) (1,840) 140
Disposals (2,777) (7,977) (9,642) (10) (20,406)
Balance at the end of the period 83,818 81,863 74,779 41 240,501
Depreciation and amortisation
Balance at the end of the previous period (26,410) (70,876) (44,233) 0 (141,519)
Effects of changes in foreign exchange rates (14) (11) (22) 0 (47)
Changes in consolidation scope 0 0 0 0 0
Depreciation and amortisation (4,623) (4,229) (12,025) (1) (20,878)
Transfers between asset items (778) (17) 510 (1) (286)
Disposals 2,242 7,289 8,722 (1) 18,252
Balance at the end of the period (29,583) (67,844) (47,048) (3) (144,478)
Net carrying amount
As at January 1, 2024 53,640 14,786 24,770 1,891 95,087
As at December 31, 2024 54,235 14,019 27,731 38 96,023

Property, plant and equipment mainly include the net book values of the headquarters of several Belgian subsidiaries of the group, the fleet of equipments and vehicles.

As of December 31, 2024, acquisitions of property, plant and equipment amounted to €24,085 thousand. These mainly include the acquisition of equipment at Mobix and the group's vehicle fleet. As of December 31, 2023, acquisitions of property, plant and equipment amounted to €40,061 thousand, the most important of which relates to the construction costs of the new headquarters of Van Laere NV, the acquisition of equipment at Mobix, the furnishing work on the WoodHub buildings and discounted rents related to the WoodHub right-of-use of assets.

Depreciation and amortisation of property, plant and equipment amounted to €(20,878) thousand (2023 : €(20,460) thousand).

Year ended 31 December 2023
(in € thousands)
Land and
buildings
Fixtures and
equipment
Furniture, fittings
and vehicles
Under
construction
Total
Acquisition costs
Balance at the end of the previous period 64,717 107,298 59,088 5,597 236,700
Effects of changes in foreign exchange rates 113 73 168 2 356
Changes in consolidation scope 0 (100) (300) 0 (400)
Acquisitions 13,548 5,886 15,367 5,260 40,061
Transfers between asset items 3,425 (8,437) 2,028 (8,916) (11,900)
Disposals (1,753) (19,058) (7,348) (52) (28,211)
Balance at the end of the period 80,050 85,662 69,003 1,891 236,606
Depreciation and amortisation
Balance at the end of the previous period (26,422) (91,147) (41,422) 0 (158,991)
Effects of changes in foreign exchange rates (66) (58) (89) 0 (213)
Changes in consolidation scope 0 100 298 0 398
Depreciation and amortisation (4,956) (5,233) (10,271) 0 (20,460)
Transfers between asset items 3,819 7,663 422 0 11,904
Disposals 1,215 17,799 6,829 0 25,843
Balance at the end of the period (26,410) (70,876) (44,233) 0 (141,519)
Net carrying amount
As at January 1, 2023 38,295 16,151 17,666 5,597 77,709
As at December 31, 2023 53,640 14,786 24,770 1,891 95,087

The net book value of property, plant and equipment recognized as right of use of assets amounted to €49,939 thousand as at 31 December 2024 compared to €47,828 thousand as at 31 December 2023. These assets mainly include the group's vehicle fleet, the headquarters, as well as the equipments of certain subsidiaries.

Changes in property, plant and equipment recognized under the right of use are presented in the table on next page.

The CFE Group has a limited number of leases with renewal options and exercises significant judgement in determining whether it is reasonable certain that these extension and termination options will be exercised. As of December 31, 2024, the Group has no leases with renewal options that are reasonably certain not to be exercised or termination options that are reasonably certain to be exercised.

Message from the Chairman and CEO Our ambitions and achievements Management report Sustainability statements Financial statements

Year ended 31 December 2024
(in € thousands)
Land and
buildings
Fixtures and
equipment
Furniture, fittings
and vehicles
Total
Acquisition costs
Balance at the end of the previous period 32,359 7,133 34,764 74,256
Effects of changes in foreign exchange rates 27 0 26 53
Changes in consolidation scope 0 0 0 0
Acquisitions 2,223 1,017 13,349 16,589
Transfers between asset items (176) (334) 237 (273)
Disposals (887) (969) (7,252) (9,108)
Balance at the end of the period 33,546 6,847 41,124 81,517
Depreciation and amortisation
Balance at the end of the previous period (6,325) (4,522) (15,581) (26,428)
Effects of changes in foreign exchange rates (13) 0 (10) (23)
Changes in consolidation scope 0 0 0 0
Depreciation and amortisation (3,318) (771) (9,444) (13,533)
Transfers between asset items 176 160 (13) 323
Disposals 836 703 6,544 8,083
Balance at the end of the period (8,644) (4,430) (18,504) (31,578)
Net carrying amount
As at January 1, 2024 26,034 2,611 19,183 47,828
As at December 31, 2024 24,902 2,417 22,620 49,939
Year ended 31 December 2023 Land and Fixtures and Furniture, fittings Total
(in € thousands)
Acquisition costs
buildings equipment and vehicles
Balance at the end of the previous period 28,463 14,706 26,124 69,293
Effects of changes in foreign exchange rates 97 0 91 188
Changes in consolidation scope 0 0 0 0
Acquisitions 12,516 721 11,435 24,672
Transfers between asset items (3,751) (6,559) 3,488 (6,822)
Disposals (4,966) (1,735) (6,373) (13,074)
Balance at the end of the period 32,359 7,133 34,764 74,256
Depreciation and amortisation
Balance at the end of the previous period (10,770) (8,386) (13,365) (32,521)
Effects of changes in foreign exchange rates (64) 0 (30) (94)
Changes in consolidation scope 0 0 0 0
Depreciation and amortisation (3,925) (1,478) (7,500) (12,903)
Transfers between asset items 3,635 3,607 (739) 6,503
Disposals 4,799 1,735 6,053 12,586
Balance at the end of the period (6,325) (4,522) (15,581) (26,428)
Net carrying amount
As at January 1, 2023 17,693 6,320 12,759 36,772

15.INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

CHANGES OVER THE PERIOD

The interests in investments accounted for using equity method are detailed as follows:

Year ended 31 December
(in € thousands)
2024 2023
Balance at the end of the previous period 185,365 110,865
Transfers between asset items 3,581 10,766
Share of profit (loss) of investments accounted for using equity method 3,968 4,839
Capital increase/(decrease) 1,732 71,421
Dividends (17,447) (16,115)
Changes in consolidation scope (76) 10,628
Other changes (741) (7,039)
Balance at the end of the period 176,382 185,365

All entities in which the CFE Group has a significant influence are accounted for using equity method, mainly including the stakes in Deep C Holding and Green Offshore under the investments & holding segment, and in project companies held in joint control in the real estate development segment, mainly JFK Real Estate. As of December 31, 2024, the equity (in CFE share) of Deep C Holding, Green Offshore and JFK Real Estate to investments accounted for using equity method amounted to €70,251 thousand (including the minority interests), €19,976 thousand and €62,348 thousand, respectively. The CFE Group has no stakes accounted for using equity method that are listed on a public market.

As of December 31, 2024, the CFE Group's share of profit (loss) of investments accounted for using equity method amount to €3,968 thousand (compared to €4,839 thousand in 2023) and mainly results from the activities of the real estate development segment and the investments in port concessions through Deep C Holding (€6,367 thousand as at 31 December 2024, as CFE's share) as well as in the concessionary companies of offshore wind farms such as Rentel and SeaMade through Green Offshore (€4,054 thousand as at 31 December 2024, as CFE's share).

Dividends distributed by equity accounted investments amounted to €17,447 thousand and derives from Green Offshore (€8,175 thousand) and certain project companies in the real estate development segment (mainly Gravity : €6,321 thousand and M1 : €2,560 thousand).

Capital increases in investments accounted for using the equity method amounted to €1,732 thousand and relate to real estate development activities (€4,505 thousand) offset by a capital decrease of the entity Hofkouter NV in the Construction & Renovation segment (€3,444 thousand).

In 2024, changes in the scope of consolidation were related to the disposal of the entire stake in Wood Garden SA, Immo Marial S.À R.L., La Réserve Promotion NV, PPP Betrieb Schulen Eupen SA, and PPP Schulen Eupen SA.

The item 'Transfers from one asset category to another' mainly concerns the reclassification of equity-accounted investments, whose value is negative, to the items 'Other non-current financial assets' and 'Non-current provisions' (refer to notes 16 and 23, respectively).

When the group's share of losses in an associate or joint venture exceeds its investment in them, the CFE group ceases to recognize its share of future losses. Losses beyond this amount are not recognized, except for the amount of the CFE group's commitments to these equity-accounted investments. If applicable, the share of losses is first deducted from the financial assets related to the associate. In the absence of financial assets or when the losses exceed the financial assets, a provision is made among non-current provisions, as the group considers it has an obligation to support these companies and their projects.

The other changes are mainly due to the change in the market value of the interest rate hedging instruments in the Rentel and SeaMade offshore wind farm concession companies as well as the change in the exchange rate differences when integrating foreign currency investments (mainly Deep C Holding).

CREDIT RISK

The amount of loans granted to real estate development companies consolidated using the equity method, which are subordinated to other debts (mainly bank loans granted for project financing), amounts to €47,007 thousand as of December 31, 2024 (December 31, 2023: €36,720 thousand).

Credit risk is first assessed at the value level of the company consolidated using the equity method. Additionally, an evaluation concerning potential impairments of the loans is also carried out. We consider that it is not necessary to record impairments of the loans as long as there are no indicators of impairment at the level of the equity-accounted company.

FINANCIAL INFORMATION RELATING TO INVESTMENTS ACCOUNTED FOR USING EQUITY METHOD

The list of the most significant investments accounted for using the equity method is set out in note 33, based on their percentage of interests in the CFE group, the segment in which they operate and the geographical area of their head office.

The condensed financial statements by segment presented below are based on the accounts prepared on the basis of the IFRS accounting methods for investments accounted for using the equity method, or, failing this, on the basis of their statutory accounts. Intercompany transactions are not eliminated. The reconciliation with the contribution to the consolidated accounts is presented after the financial indicators.

FISCAL YEAR 2024

December 2024
(in € thousands)
Real estate
development
Multitechnics and
Construction &
Renovation
Investments & Holding Total
100% % Share 100% % Share 100% % Share 100% % Share
Income Statement
Revenue 101,930 46,751 11,936 2,984 56,491 22,834 170,357 72,569
Depreciation (20) (10) (12) (3) (2,576) (1,288) (2,608) (1,301)
Interest income and
expenses
(26,832) (12,667) 32 8 (1,351) (653) (28,151) (13,312)
Result for the period -
share of the group
(15,765) (8,188) 2,314 766 24,781 11,390 11,330 3,968
Financial position
Non-current assets 57,189 30,373 43 11 376,958 106,638 434,190 137,022
Current assets 885,269 468,416 15,675 4,217 339,474 129,225 1,240,418 601,858
Equity (*) 136,897 95,928 3,650 1,209 202,421 96,229 342,968 193,366
Non-current liabilities 430,293 232,346 393 98 296,726 73,298 727,413 305,742
Current liabilities 375,268 170,516 11,674 2,921 217,284 66,336 604,226 239,773
Cash and cash equivalents 26,010 11,726 9,873 2,745 75,166 32,907 111,048 47,378
Non-current financial
liabilities
121,789 60,495 0 0 289,688 70,913 411,477 131,409
Current financial liabilities 17,329 9,157 11,652 2,913 69,543 17,746 98,524 29,816
Net Financial Debt 113,108 57,925 1,778 167 284,066 55,753 398,952 113,845

(*) including minority interests (€16,984 thousand)

The information in the segment Real estate development is described hereunder:

December 2024
(in € thousands)
JFK-RE Others Total Real estate development
100% % Share 100% % Share 100% % Share
Income Statement
Revenue 0 0 101,930 46,751 101,930 46,751
Depreciation 0 0 (20) (10) (20) (10)
Interest income and
expenses (1,580) (908) (25,252) (11,760) (26,832) (12,667)
Result for the period (2,557) (1,469) (13,208) (6,719) (15,765) (8,188)
- share of the group
Financial position
Non-current assets (11,864) (6,816) 69,053 37,189 57,189 30,373
Current assets 360,860 207,314 524,408 261,102 885,269 468,416
Equity 108,525 62,348 28,372 33,581 136,897 95,928
Non-current
liabilities
240,000 137,880 190,293 94,466 430,293 232,346
Current liabilities 472 271 374,796 170,245 375,268 170,516
Cash and cash
equivalents
101 58 25,909 11,668 26,010 11,726
Non-current
financial liabilities
0 0 121,789 60,495 121,789 60,495
Current financial
liabilities
0 0 17,329 9,157 17,329 9,157
Net Financial Debt (101) (58) 113,210 57,983 113,108 57,925

In the real estate development, non-current assets and current assets mainly relate to JFK Real Estate: €348,997 thousand (100%), Cavallia Sp. Z.o.o : €61,970 thousand (100%), The Roots Office SàRL : €31,648 thousand (100%), BPI Chmielna Sp. z o.o. : €62,547 thousand (100%), Debrouckère Land SA : €26,908 thousand (100%), Debrouckère Development SA : €21,600 thousand (100%), Joma 2060 SA : 20,582 thousand (100%, Bavière Développement SA : €21,218 thousand (100%), Erasmus Gardens SA: €29,365 thousand, MG Immo SRL : €24,176 thousand (100%), Arlon 53 SA : €22,383 thousand (100%), Goodways SA : €23,454 thousand (100%).

The information in the segment Investments and Holding is described hereunder:

December 2024
(in € thousands)
Deep C Holding Green Offshore Others Total Investments &
Holding
100% % Share 100% % Share 100% % Share 100% % Share
Income Statement
Revenue 42,238 21,119 0 0 14,253 1,715 56,491 22,834
Depreciation (2,713) (1,357) 137 69 0 0 (2,576) (1,288)
Interest income and
expenses
(1,281) (640) 253 126 (323) (139) (1,351) (653)
Result for the period -
share of the group
12,734 6,367 8,108 4,054 3,939 969 24,781 11,390
Financial position
Non-current assets 107,739 53,869 38,485 19,243 230,734 33,526 376,958 106,638
Current assets 201,172 102,355 8,903 4,452 129,398 22,418 339,474 129,225
Equity (*) 140,502 70,251 39,952 19,976 21,967 6,002 202,421 96,229
Non-current liabilities 91,718 45,859 2,242 1,121 202,766 26,318 296,726 73,298
Current liabilities 76,692 40,115 5,194 2,597 135,399 23,624 217,284 66,336
Cash and cash equivalents 54,068 27,034 4,420 2,210 16,678 3,663 75,166 32,907
Non-current financial
liabilities
89,581 44,791 1,121 561 198,986 25,562 289,688 70,913
Current financial liabilities 16,421 8,211 315 157 52,807 9,378 69,543 17,746
Net Financial Debt 51,935 25,967 (2,984) (1,492) 235,115 31,278 284,066 55,753

(*) including minority interests (€16,984 thousand)

As of December 31, 2024, the contributions of Deep C Holding and Green Offshore in the consolidated statement of comprehensive income post-tax amounted to €7,001 thousand and €2,975 thousand, respectively.

For the period ended December 31
(in € thousands)
2024 2023
Deep C Green
Offshore
Deep C Green
Offshore
Share of profit (loss) of investments accounted for using
equity method
6,367 4,054 4,363 9,903
Changes in fair value related to financial derivatives (49) (1,438) (46) (3,756)
Exchange differences on translation 671 - (3,357) -
Deferred taxes 12 360 12 939
Comprehensive income : 7,001 2,975 972 7,086

Condensed financial information by segments includes information from joint ventures and associated companies. The latter ones concern mainly Hofkouter NV, included in the Construction & Renovation segment and Luwa SA, included in the Investments & Holding segment.

The information of the associated entities is described hereunder:

December 2024
(in € thousands)
Hofkouter Luwa Others TOTAL
100% % Share 100% % Share 100% % Share 100% % Share
Income Statement
Revenue 0 0 14,216 1,706 0 0 14,216 1,706
Depreciation 0 0 0 0 0 0 0 0
Interest income and
expenses
0 0 (60) (7) (597) (9) (657) (16)
Result for the period -
share of the group
2,759 966 0 0 (677) (14) 2,082 952
Financial position
Non-current assets 0 0 196,370 23,564 0 0 196,370 23,564
Current assets 2,844 996 49,666 5,960 19,362 1,152 71,872 8,107
Equity 2,823 988 12,794 1,535 (13,234) (1,189) 2,383 1,334
Non-current liabilities 0 0 177,937 21,352 0 0 177,937 21,352
Current liabilities 22 8 55,305 6,637 32,596 2,341 87,922 8,985
Cash and cash
equivalents
2,772 970 12,087 1,450 1,812 28 16,671 2,448
Non-current financial
liabilities
0 0 177,937 21,352 0 0 177,937 21,352
Current financial
liabilities
0 0 14,787 1,774 0 0 14,787 1,774
Net Financial Debt (2,772) (970) 180,637 21,676 (1,812) (28) 176,053 20,679

Comparative information - Financial Year 2023

December 2023
(in € thousands)
Real estate
development
Multitechnics and
Construction &
Renovation
Investments
& Holding
Total
100% % Share 100% % Share 100% % Share 100% % Share
Income Statement
Revenue 148,541 66,858 11,450 2,862 48,476 23,537 208,467 93,257
Result for the period -
share of the group
3,788 480 (363) (142) 39,433 16,768 42,858 17,106
Financial position
Non-current assets 63,937 32,383 12,271 3,922 188,001 87,197 264,209 123,502
Current assets 805,054 404,232 2,372 840 193,983 93,661 1,001,408 498,733
Equity 147,207 79,642 10,819 3,710 167,881 87,883 325,907 171,235
Non-current liabilities 448,046 237,224 343 171 114,573 52,265 562,962 289,660
Current liabilities 273,737 119,750 3,481 881 99,529 40,710 376,748 161,341
Net Financial Debt 222,749 111,145 (5,452) (1,469) 113,353 46,043 330,650 155,719

The information in the segment Real estate development is described hereunder:

December 2023
(in € thousands)
JFK-RE Others Total Real estate
development
100% % Share 100% % Share 100% % Share
Income Statement
Revenue 732 421 147,809 66,438 148,541 66,858
Result for the period - share of the
group (2,246) (1,291) 6,035 1,770 3,788 480
Financial position
Non-current assets 0 0 63,937 32,383 63,937 32,383
Current assets 352,261 202,374 452,793 201,858 805,054 404,232
Equity 109,754 63,053 37,453 16,589 147,207 79,642
Non-current liabilities 241,840 138,937 206,206 98,287 448,046 237,224
Current liabilities 667 383 273,070 119,367 273,737 119,750
Net Financial Debt 1,564 898 221,185 110,247 222,749 111,145

In the real estate development, multitechnics and construction & renovation segments, non-current assets and current assets mainly relate to JFK Real Estate: €352,261 thousand (100%), Cavallia Sp. Z.o.o : €39,046 thousand (100%), The Roots Office SàRL : €31,742 thousand (100%), BPI Chmielna Sp. z o.o. : €26,614 thousand (100%), Debrouckère Land SA : €26,025 thousand (100%), Bavière Développement SA : €25,412 thousand (100%), Erasmus Gardens SA: €25,050 thousand, MG Immo SRL : €24,696 thousand (100%), Arlon 53 SA : €22,706 thousand (100%), Goodways SA : €21,550 thousand (100%).

The information in the segment Investments and Holding is described hereunder:

December 2023
(in € thousands)
Deep C Holding Green Offshore Others Total Investments &
Holding
100% % Share 100% % Share 100% % Share 100% % Share
Income Statement
Revenue 46,025 23,013 0 0 2,451 524 48,476 23,537
Result for the period - share
of the group
9,640 4,820 19,669 9,835 10,124 2,113 39,433 16,768
Financial position
Non-current assets 115,070 57,535 50,253 25,127 22,677 4,535 188,000 87,197
Current assets 165,086 82,543 9,255 4,628 19,642 6,490 193,983 93,661
Equity (*) 119,712 59,856 55,040 27,520 (6,871) 507 167,881 87,883
Non-current liabilities 93,889 46,945 3,938 1,969 16,746 3,351 114,573 52,265
Current liabilities 66,555 33,278 530 265 32,444 7,167 99,529 40,710
Net Financial Debt 85,055 42,528 (2,799) (1,400) 31,097 4,915 113,353 46,043

Condensed financial information by segments includes information from joint ventures and associated companies. The latter ones concern mainly Hofkouter NV, included in the Construction & Renovation segment and Luwa SA, included in the Investments & Holding segment.

The information of the associated entities is described hereunder:

December 2023
(in € thousands)
Hofkouter Luwa Others TOTAL
100% % share 100% % share 100% % share 100% Q/P
Income Statement
Revenue 0 0 25,641 3,077 0 0 25,641 3,077
Result for the period
- share of the group
(445) (156) 1,160 139 (576) (9) 139 (26)
Financial position 0
Non-current assets 8,546 2,991 208,922 25,071 0 0 217,468 28,062
Current assets 1,381 483 42,867 5,144 19,260 1,149 63,508 6,776
Equity 9,903 3,466 2,427 291 5,488 328 17,818 4,085
Non-current liabilities 0 0 191,083 22,930 0 0 191,083 22,930
Current liabilities 24 8 58,279 6,993 13,772 821 72,075 7,823
Net Financial Debt (1,284) (449) 193,914 23,270 (1,955) (30) 190,675 22,790

The reconciliation between the share of the CFE group in the net assets of these companies and the carrying amount of the investments accounted for using equity method is as follows :

December 2024
(in € thousands, CFE's % share)
Real estate
development
Multitechnics
and Construction
& Renovation
Investments
& Holding
Total
Net assets of partners before reconciliation items 67,511 1,209 88,266 156,986
Exclusion of non-controlling interests 0 0 (16,984) (16,984)
Reconciliation items 0 0 7,963 7,963
Negative investments accounted for using equity method 28,417 0 0 28,417
CFE Group's carrying amount of the investment 95,928 1,209 79,245 176,382
December 2023
(in € thousands, CFE's % share)
Real estate
development
Multitechnics
and Construction
& Renovation
Investments
& Holding
Total
Net assets of partners before reconciliation items 79,642 3,710 87,883 171,235
Exclusion of non-controlling interests 0 0 (15,153) (15,153)
Reconciliation items 29 (0) 4,418 4,447
Negative investments accounted for using equity method 24,833 3 0 24,836
CFE Group's carrying amount of the investment 104,504 3,713 77,148 185,365

The reconciliation items mainly concern the cancellation of negative equity of investments for which CFE has no financial support commitments.

16.OTHER NON-CURRENT FINANCIAL ASSETS

As of December 31, 2024, other non-current financial assets amounted to €120,248 thousand, an increase compared to December 2023 (€118,553 thousand), and only include loans granted to investments accounted for using the equity method.

In 2024, the increase in the account balance of these non-current financial receivables is mainly explained by :

  • the loan of € 3,762 thousand granted by BPI Real Estate Poland Sp. z o.o. for the Wieslawa project in Warsaw, in respect of which BPI sold 50% of its shares held at the end of the financial year in order to reduce its stake from 100% to 50% and thereby change its consolidation method to the equity method;
  • the granting of loans to project companies in the real estate development segment, which mainly concern Cavallia (€2,824 thousand), Brouck'R (€2,185 thousand), Move'hub (€1,392 thousand), Arlon 53 (€1,478 thousand), and Roots (€2,317 thousand) ;
  • the granting of additional loans to Green Stor (€2,339 thousand); offset by
  • the partial repayment of the loans granted to Emely (€2,876 thousand), Chmielna (€7,709 thousand), Green Offshore (€848 thousand) and LuWa (€936 thousand).

In 2023, the decrease in the account balance of these non-current financial receivables is mainly due to :

  • the loan of € 9,677 thousand granted by BPI Real Estate Poland Sp. z o.o. for the Chmielna project in Warsaw, in respect of which BPI sold 50% of its shares held at the end of the financial year in order to reduce its stake from 100% to 50% and thereby change its consolidation method to the equity method;
  • the granting of loans to project companies in the real estate development segment, which mainly concern Cavallia (€1,899 thousand), Brouck'R (€4,001 thousand), Move'hub (€1,511 thousand), Bavière Développement (€1,126 thousand), Key West (€804 thousand) and Immo Kirchberg, the entity holding the share of JFK Real Estate for the Kronos project (€1,840 thousand) ;
  • the granting of loans to LuWa SPV (€3,236 thousand);

offset by

  • the partial repayment of the loans granted to Arlon 53 (€7,752 thousand), MG Immo (€4,950 thousand), Deep C Holding (€9,518 thousand) and PPP Schulen Eupen (€1,641 thousand) and
  • the short-term reclassification of a loan granted to Tulip Antwerpen for an amount of 1,233 thousand euros, and
  • the reclassification of an amount of 24,237 thousand euros as explained in note 2.b.
Year ended 31 December
(in € thousands)
2024 20236
Balance at the end of the previous period 118,553 138,294
Changes in consolidation scope 3,762 9,677
Increases 24,375 20,042
Repayments (25,123) (25,063)
Transfers between asset items (1,829) (25,470)
Impairment / reversals of impairment 66 (326)
Effects of changes in foreign exchange rates 444 1,399
Balance at the end of the period 120,248 118,553

The "Increases" and "Repayments" lines include:

  • the grants and repayments related to the financing of SPVs in the Real Estate Development segment, which are included in the "Repayment/(New borrowings given) to investments accounted for using equity method in the real estate development segment " line of the consolidated cash flow statement.
  • the financing grants related to other segments (mainly the Investment and Holding segment) included in the " New borrowings given to investments accounted for using equity method" line of the consolidated cash flow statement, and
  • the financing repayments related to other segments (mainly the Investment and Holding segment) included in the "Repayment of borrowings given to investments accounted for using equity method" line of the consolidated cash flow statement.

The amount of loans granted to real estate development companies consolidated using the equity method that are subordinated to other liabilities (mainly bank loans granted to finance projects) totaled € 47,007 thousand at 31 December 2024 (31 December 2023 : € 36,720 thousand).

If the project developed by the real estate development company is financed by a project financing, it should be noted that there is no recourse on the repayment of the loan principal. However, two clauses are generally included in credit agreements that can be considered as conditional recourse:

  • Cost overrun clause: this represents the difference between the budgeted project costs as estimated at the time the credit was granted and the costs actually incurred. The risk of CFE having to make additional injections under the "cost overrun" clause is limited by the application of fixed-sum prices in construction contracts and by the safety margin calculated at the time of the project's initial feasibility (contingencies).
  • Cashflow deficiency clause. Under this clause, shareholders undertake to finance the SPV's operating costs and the interest and commissions on the bank loan to the extent that these are not covered by drawings on the facility.

BPI believes that this potential recourse is not quantifiable. Accordingly, the carrying amount of BPI's receivables from real estate development companies accounted for using the equity method represents an estimate of BPI's maximum exposure to the financial obligations of these companies.

Regarding credit risk; regular review of project profitability analyses ensures that future cash flows from projects will cover investments and loans made in these real estate companies.

6 As explained in note 2.b, an amount of 24,237 thousand euros was reclassified from the "Non-current provisions" category to the "Other non-current financial assets" category. This amount was included in the "Transfers from one category to another" section in 2023, and the opening balance (for the 2023 fiscal year) was not restated.

net

17.CONSTRUCTION CONTRACTS

The Group carries out a diversity of projects, all with different aspects regarding e.g. nature and scope, type of clients, type of contract and payment conditions and geographical location. Most of the turnover is paid by milestone payments after execution of the work and approval by the client.

Contract assets and contract liabilities in compliance with IFRS 15 Revenue from contracts with customers relate to the work in progress of construction projects executed by the Group and services rendered. Work in progress shows the balance of revenue recognized on those contracts less progress billings, advance payments and potential provisions for losses. The net amount due by or to customers is determined on a contract-by-contract basis as the difference between these items.

As described in paragraphs (K) and (T) of the section relating to significant accounting policies, the costs and revenues of construction contracts are recognized in expenses and revenue respectively based on the percentage of completion of the contract activity at the closing date. The percentage of completion is calculated based on the "cost to cost" method. An expected loss on a construction contract is recognized as an expense immediately.

Contract asset are the entity's right to receive consideration in exchange for the transfer of goods or services it has provided to a customer, when this right depends on something other than the passage of time (e.g., the entity's future performance). If the entity provides goods or services to a customer before the customer pays the consideration or before the consideration is due, a contract asset is recognized for the conditional consideration earned.

Contract liabilities represent the excess of progress billing over costs incurred and recognized profits and losses. These include provisions for losses to completion amounting to €19,908 thousand (December 31, 2023: €17,636 thousand), advances received amounting to €7,485 thousand (December 31, 2023: €10,799 thousand), as well as deferred income and accrued expenses related to ongoing projects, as recorded under the "Contract liabilities" item, amounting to €181,451 thousand (December 31, 2023: €173,183 thousand). Advances are amounts received by the Group before the corresponding work has been performed.

(in € thousands) 31 December 2023 Business related changes Other changes 31 December 2024
Contract assets 68,411 (5,908) 193 62,696
Contract liabilities (201,618) (6,553) (673) (208,844)
Construction contracts in progress - (133,207) (12,461) (480) (146,148)
net
(in € thousands) 31 December 2022 Business related changes Other changes 31 December 2023
Contract assets 100,714 (32,538) 235 68,411
Contract liabilities (193,480) (21,185) 13,047 (201,618)

'Business-related changes' relate to the progress of projects, changes in contract price estimates, and amendments to contracts.

The increase in net contract as at 31 December 2024 is primarily attributable to the multitechnics and construction & renovation segments.

Due to the high number of individual projects (with all different aspects regarding nature, type of clients, contract and payment conditions) a more detailed description of changes in contract assets and contract liabilities compared to prior year is not deemed relevant.

In 2024, the item "Other changes" relates to exchange rate differences (€(480) thousand).

The remaining performance obligations, i.e. the revenue to be generated in the next few years for the projects in progress at 31 December 2024 amount to €1,641 million (2023 : €1,104 million), of which €733 million should be executed in 2025 (as of December 31, 2023, €457 million were to be executed in 2024).

18.INVENTORIES

As of December 31, 2024, inventories amounted to €141,374 thousand (2023 : €161,844 thousand) and are mainly derived from real estate projects developed by BPI Real Estate Belgium SA and its fully consolidated subsidiaries. The inventories are detailed as follows :

Year ended 31 December
(in € thousands)
2023 Business
related
changes
Allowances/reversals
of impairment losses
Other
changes
2024
Raw materials and auxiliary products 11,115 (330) 0 9 10,794
Impairments on inventories of raw materials and auxiliary products (31) 0 (38) 0 (69)
Finished products and properties held for sale 152,614 (15,078) 0 (4,990) 132,546
Impairments on inventories of finished products and properties held for
sale
(1,854) 0 (178) 135 (1,897)
Inventories 161,844 (15,408) (216) (4,846) 141,374
Year ended 31 December
(in € thousands)
2022 Business
related
changes
Allowances/reversals
of impairment losses
Other
changes
2023
Raw materials and auxiliary products 9,859 1,227 0 29 11,115
Impairments on inventories of raw materials and auxiliary products (33) 0 (5) 7 (31)
Finished products and properties held for sale 160,113 11,396 0 (18,895) 152,614
Impairments on inventories of finished products and properties held for
sale
(1,472) 0 (382) 0 (1,854)
Inventories 168,467 12,623 (387) (18,859) 161,844

In 2024, "Other changes" (€(4,846) thousand) include exchange-rate variations (€ 1,375 thousand) as well as the impact of the change in consolidation method for BPI Wieslawa (€ (6,336) thousand), from full consolidation to investments accounted for using equity method following the sale of 50% of the shares.

Business related changes (€15,408 thousand) are mainly explained by :

  • the delivery of the Bernardowo project located in the Gdansk region, Panoramiqa project in Poznan (1st phase), and Czysta project in Wroclaw; offset by,
  • the acquisition of two additional plots on the Pourpelt site in Bertange and the construction of the Piano Forte residential project.

The breakdown of inventories by stage of project development in the Real Estate Development segment is as follows:

Year ended 31 December
(in € thousands)
2024 2023
Unsold units post completion 41,830 24,374
Properties under construction 38,557 81,024
Properties in development 46,153 39,886
Inventories Real Estate Development segment 126,541 145,285

19.CASH AND CASH EQUIVALENTS

Year ended 31 December
(in € thousands)
2024 2023
Short-term bank deposits 38,247 27,215
Cash in hand and at bank 135,263 126,877
Cash and cash equivalents 173,510 154,092

The cash position includes €82.9 million available at CFE SA. The cash-position balance is broken down into temporary companies and foreign entities not included in the cash pooling.

Short-term bank deposits consist of money placed with financial institutions with a duration of a few days to a few months. These deposits are subject to a floating rate interest, which is usually linked to Euribor or Ester rates with a floor at 0%.

20. CAPITAL GRANTS

The CFE group did not receive any capital grant in 2024.

21.INFORMATION RELATED TO STOCK OPTION PLANS

STOCK OPTION PLANS

In the second half of 2022, the Board of Directors approved a stock option plan to involve the members of the Executive Committee in the long-term growth of the Group. The plan provides that each option is for one CFE share and is granted free of charge. Options have a term of seven years. Options are cancelled if the contractual relationship is terminated before the vesting date.

During 2022, 200,000 options were granted to two beneficiaries, members of the Executive Committee, who accepted them in full.

In December 2024, the Board of Directors, on the recommendation of the Nominations and Remuneration Committee, approved a second stock option plan to involve the members of the Executive Committee in the long-term development of the Group. The plan provides that the options each relate to one CFE share and are granted free of charge. The options have a lifespan of 5 years. The options are cancelled if the contractual relationship is terminated before the vesting date.

During 2024, 488,000 options were granted to seven beneficiaries, members of the Executive Committee, who accepted them in full.

During the financial year At year-end
Year granted Options
granted
Options
exercised
Expired
options
Number of
options
Number of
exercisable
options
Strike price
(in euros)
Exercise period
2022 200,000 0 0 200,000 0 10.31 01/01/2026 – 10/16/2029
2023 0 0 0 200,000 0 10.31 01/01/2026 – 10/16/2029
2024 488,000 0 0 688,000 0 7.21 01/01/2026 – 12/26/2029

For the outstanding stock options at the end of the period, the weighted average remaining contractual life is as follows :

Number of years
December 2022 6,8
December 2023 5,7
December 2024 4,9

The value of the options, calculated on the basis of their value when granted, is determined by an independent expert on the basis of the following assumptions :

Year granted Quoted Number of
options
Dividend yield Volatility Interest rate Expected Value according to the Black
& Scholes method
market price exercised duration (€/share) Total value (k€)
2022 10.46 0 4.31% 33.10% 2.66% 7.0 2.406 481
2024 5.77 0 10.25% 35.79% 2.24% 5.0 0.739 361

The total value of the options granted in 2022 amounts to €481 thousand as of December 31, 2024. The fair value is recognized in the consolidated statement of income on a straight-line basis over the vesting period (3 years). Consequently, during the period ending 31 December 2024, an expense of €160 thousand was recognized in this respect, the impact of which is presented on the line "Movements related to treasury shares and share-based payments" in the consolidation statements of changes in equity.

The total value of the options granted in 2024 amounts to €361 thousand. Since these were granted on December 27, 2024, the expense related to the 2024 financial year is insignificant and has not been recognized.

TREASURY SHARES

CFE did not acquire any new treasury shares during the 2024 financial year. At the end of the financial year 2024, the number of own shares held was 512,557 , at an average price of €8.91 per share.

Balance at start of year During the financial year
Year Purchases Sales Year-end balance
2022 0 1,241,650 849,492 392,158
2023 392,158 120,399 0 512,557
2024 512,557 0 0 512,557

22. EMPLOYEE BENEFITS

The CFE group contributes to pension and early retirement plans in several of the countries in which it operates. These benefits are recognised in accordance with IAS 19 and are regarded as "post-employment" and "long-term benefit plans".

As of December 31, 2024, the CFE group's net liability relating to obligations for 'post-employment' benefits for pensions and earlyretirement amounted to €8,096 thousand (2023 : €9,198 thousand) and corresponds to the item "Employee benefit obligations" in the consolidated statement of financial position. This item also includes provisions for other employee benefits for an amount of €67 thousand as at 31 December 2024 (2023: €203 thousand).

MAIN CHARACTERISTICS OF THE CFE GROUP'S POST-EMPLOYMENT BENEFIT PLANS

Post-employment benefit plans are classified either as defined-contribution or defined-benefit plans.

Defined-contribution plans

Defined-contribution pension plans are those under which the company makes certain contributions to an entity or separate fund in accordance with the plan arrangements. Where contributions have been made, the company has no additional obligation.

Defined-benefit plans

All plans that are not defined-contribution plans are presumed to be defined-benefit plans. These plans are either funded externally through pension funds or insurance companies ("funded plans") or funded within the CFE group ("unfunded plans"). For the main plans, an actuarial valuation is carried out every year by independent actuaries.

Post-employment benefit plans in which the CFE group takes part confer benefits to staff on retirement and death. All plans are funded externally through an insurance company unrelated to the CFE group. Obligations under defined-benefit plans for are exclusively in Belgium.

Belgian post-employment benefit plans are invested in "Class 21" type plans, which implies that the insurer guarantees a minimum interest rate on the contributions paid.

All plans comply with local regulations and minimum funding requirements.

Most of the CFE group's post-employment benefit plans are defined-benefit.

MAIN CHARACTERISTICS OF DEFINED-BENEFIT PLANS

Belgian retirement plans « Class 21 » type

A number of staff members are covered by a "Class 21" type insurance-funded defined-contribution plan.

Belgian law requires the employer to guarantee for insured defined-contribution plans a minimum return of 3.25% on employer contributions and a minimum return of 3.75% on employee contributions paid prior to January 1, 2016, and a minimum return equal to a proportion (currently 85%) of the average of the last 24 months of the 10-year OLO rates. The rate is a minimum of 1.75% and a maximum of 3.75%. So far, the minimum rate of 1.75% has always applied, but this rate is subject to change in the future. As a result of the modification of this law at the end of 2015, these pension schemes have been accounted for as definedbenefit plans.

Construction workers are covered by the defined-contribution pension plan funded by the "fbz-fse Constructiv" multi-employer pension fund. This pension plan is also governed by Belgian law, requiring a minimum return as mentioned above.

Risk relating to defined-benefit plans

Defined-benefit plans generally expose the employer to actuarial risks such as changes in interest rates, wages and inflation. The potential impact of these risks is illustrated by a sensitivity analysis, details of which are set out below.

The risk arising from benefits being spread over time is limited, since most plans involve a lump-sum payment. However, there is an option to pay annuities. If this option is used, the payment of annuities is handled through an insurance policy that converts the lump sum into an annuity. The risk of death in service is entirely covered through insurance. The insolvency risk of insurance companies is taken into account in the calculation of the fair value of plan assets.

Governance of defined-benefit plans

The administration and governance of insured plans are handled by the insurance company. CFE ensures that insurance companies comply with all retirement laws.

Defined-benefit plan assets

Plan assets invested with an insurance company are not subject to the fluctuations of an active market as they are "Class 21" insurance policies (with interest rate guarantees). These are mainly debt instruments such as government and corporate bonds and real estate. Plan assets do not include the CFE group's own financial instruments or any building used by the CFE group. The fair value of the insurance policies corresponds to the discounted value of contributions paid, taking into account the return contractually agreed with the insurance company (Belgium).

INFORMATION RELATING TO DEFINED-BENEFIT AND EARLY RETIREMENT PLANS

Year ended 31 December
(in € thousands)
2024 2023
Provisions taken for defined-benefit and early retirement plan obligations (8,096) (9,198)
Accrued rights, partly or fully funded (59,407) (59,270)
Fair value of plan assets 51,312 50,072
Provisions taken for obligations in the consolidated statement of financial position (8,096) (9,198)
Liabilities (8,096) (9,198)
Assets 0 0

CHANGES IN PROVISIONS TAKEN FOR DEFINED-BENEFIT AND EARLY RETIREMENT PLAN OBLIGATIONS

Year ended 31 December
(in € thousands)
2024 2023
As at January 1 (9,198) (8,372)
Expenses recognized in profit or loss (3,550) (3,490)
Expenses recognized in other elements of the comprehensive income (31) (2,400)
Contributions to plan assets 4,428 4,927
Other movements 255 137
Transfers to liabilities associated with assets held for sale 0 0
As at December 31 (8,096) (9,198)

EXPENSES RECOGNIZED IN INCOME IN RESPECT OF DEFINED-BENEFIT AND EARLY RETIREMENT PLANS

Year ended 31 December
(in € thousands)
2024 2023
Expenses recognized in profit or loss (3,550) (3,490)
Service cost (3,360) (3,167)
Discounting effects (1,827) (1,929)
Return on plan assets (-) 1,612 1,713
Unrecognized past service cost 25 (107)

EXPENSES RECOGNIZED IN THE OTHER ELEMENTS OF THE COMPREHENSIVE INCOME IN RESPECT OF DEFINED-BENEFIT AND EARLY RETIREMENT PLANS

Year ended 31 December
(in € thousands)
2024 2023
Expenses recognized in other elements of the comprehensive income (31) (2,400)
Actuarial gains and losses 810 (2,765)
Return on plan assets (excluding amounts recognized in profit or loss) (841) 365
Effect of changes in foreign exchange rates 0 0

CHANGES IN PROVISIONS TAKEN FOR DEFINED-BENEFIT AND EARLY RETIREMENT PLAN OBLIGATIONS

Year ended 31 December
(in € thousands)
2024 2023
As at January 1 (59,270) (54,962)
Service cost (3,360) (3,167)
Discounting effects (1,827) (1,929)
Contributions to plan assets (571) (581)
Benefits paid to beneficiaries 4,300 3,589
Revaluation of liabilities (assets) 834 (2,872)
Actuarial gains and losses resulting from changes to demographic assumptions 0 0
Actuarial gains and losses resulting from changes to financial assumptions 1,571 (2,491)
Actuarial gains and losses resulting from experience adjustments (737) (381)
Unrecognized past service cost 0 0
Other movements 487 652
As at December 31 (59,407) (59,270)

CHANGES IN DEFINED-BENEFIT AND EARLY RETIREMENT PLAN ASSETS

Year ended 31 December
(in € thousands)
2024 2023
As at January 1 50,072 46,590
Return on plan assets (excluding amounts recognized in profit or loss) (841) 365
Return on plan assets 1,614 1,713
Contributions to plan assets 5,254 5,641
Benefits paid to beneficiaries (4,300) (3,589)
Other movements (487) (648)
As at December 31 51,312 50,072

MAIN ACTUARIAL ASSUMPTIONS AT THE END OF THE PERIOD (EXPRESSED AS WEIGHTED AVERAGES)

2024 2023
Discount rate at December 31 3.35% 3.15%
Expected rate of salary increases 3.10% 3.20%
Inflation rate 2.10% 2.20%
Mortality tables MR-5/FR-5 MR-5/FR-5

Taking into account the current macroeconomic environment which has led to a slight decrease in long term interest rates, the rates prevailing on the financial markets have led the CFE group to apply a discount rate of 3.35% (compared to 3.15% at 31 December 2023) in determining its commitments to be provisioned in the consolidated statement of financial position for defined-benefit and early retirement plans as at 31 December 2024 (duration of 10.5 years).

OTHER CHARACTERISTICS OF DEFINED-BENEFIT PLANS

2024 2023
Duration (in years) 10.50 11.00
Average real return on plan assets 1.54% 4.40%
Contributions expected to be made to the plans in the next financial year
(in € thousands)
4,136 4,090

SENSITIVITY ANALYSIS (IMPACT ON THE AMOUNT OF OBLIGATIONS)

2024 2023
Discount rate
25bp increase -2.47% -2.52%
25bp decrease 2.57% 2.64%
Salary growth rate
25bp increase 1.72% 1.79%
25bp decrease -1.64% -1.70%
Inflation rate
25bp increase 1.12% 1.15%
25bp decrease 0.30% 0.35%

23. PROVISIONS OTHER THAN THOSE RELATING TO NON-CURRENT EMPLOYEE BENEFIT OBLIGATIONS

As of December 31, 2024, these provisions amounted to €36,089 thousand, which represents an increase of €3,008 thousand compared to year-end 2023 (€33,081 thousand).

After-sales
service
Provisions for negative
investments accounted
for using equity method
Other risks Total
15,713 598 16,770 33,081
32 0 64 96
0 1,924 (849) 1,075
1,869 0 4,440 6,309
(2,172) 0 (2,300) (4,472)
15,442 2,522 18,125 36,089
1,545 0 15,099 16,644
13,897 2,522 3,026 19,445

The provision for after-sales service increased by €271 thousand and amounted to €15,442 thousand as at 31 December 2024. The change in 2024 was mainly the result of additions to and/or use of provisions recognized in relation to 10-year warranties.

When the CFE group's share in the losses from investment accounted for using equity method exceeds the carrying amount of the investment, the CFE Group ceases to recognize its share of future losses. Losses beyond this amount are not recognized, except for the amount of the CFE Group's commitments to these investments accounted for using the equity method. If applicable, the share of losses is first deducted from financial assets towards the associate. In the absence of financial assets or when losses exceed financial assets, a provision is made among non-current provisions, as the Group considers it has an obligation to support these companies and their projects.

Provisions for other risks decreased by €1,355 thousand and amounted to €18,125 thousand as at 31 December 2024.

Provisions for other current risks (€15,099 thousand) mainly include provisions for current litigation (€9,779 thousand) as well as provisions for other current liabilities (€4,304 thousand). As regards other current liabilities, we cannot provide more information on the assumptions made, or on the time of the probable cash outflow, given that negotiations with the customers are in still in progress.

Provisions for other non-current risks include the provisions for risks not directly related to construction site operations in progress.

24. CONTINGENT ASSETS AND LIABILITIES

Based on available information at the date on which the financial statements were approved by the Board of Directors, CFE is not aware of any significant contingent assets or liabilities, with the exception of contingent assets or liabilities related to construction contracts (for example, the group's claims against customers or claims by subcontractors), which can be described as normal in the construction & renovation and multitechnics sectors and are handled by applying the percentage of completion method when the revenue is recognized.

Belgian judicial authorities are currently conducting an investigation into alleged criminal acts relating to the construction of the Grand Hôtel de N'Djamena in Chad. As a reminder, this contract, which dates back to 2011, resulted in a loss of more than €50 million for CFE due to the non-payment of part of its receivables. The work was carried out by CFE Chad, a subsidiary of the Group until its sale in 2021. As part of this investigation, a search was conducted at CFE's headquarters on September 4, 2024. In addition, several members of management and the board of directors, as well as former employees of the CFE Group, were interviewed. As of the date of this report, CFE has not yet had access to the investigation file, and no charges have been filed against CFE or

7 Negative investments accounted for using the equity method, previously presented under 'Non-current provisions' in their entirety, are, from 2024, presented firstly as a deduction from any non-current financial assets relating to these investments and the balance under 'Non-current provisions'. In this respect, an amount of 24.237 thousand euros was reclassified from "Provisions for investment accounted for using the negative equity method" to "Other non-current financial assets". The restatement is described in note 2.b.

its current officers and/or directors, nor, to its knowledge, against any former CFE Group employees. CFE is cooperating fully with the ongoing investigation. Under the current circumstances and in light of the above, CFE is unable to reliably estimate the financial consequences of the ongoing proceedings. Therefore, no provision has been recorded as of December 31, 2024, in accordance with the requirements of IAS 37.

CFE also sees to it that the companies of the group take the necessary organisational measures to ensure that the current laws and regulations are observed, including the rules on compliance.

25. NET FINANCIAL DEBT

BREAKDOWN OF THE NET FINANCIAL DEBT AS DEFINED BY THE GROUP

2024 2023
(in € thousands) Non-current Current Total Non-current Current Total
Bank loans and other financial debts 72,306 14,040 86,346 42,519 37,679 80,198
Bonds 0 0 0 0 0 0
Drawings on credit facilities 75,000 2,985 77,985 112,492 0 112,492
Lease debts 37,523 11,356 48,879 35,954 10,465 46,419
Total long-term financial debt 184,829 28,381 213,210 190,965 48,144 239,109
Short-term financial debts 0 1,995 1,995 0 8,250 8,250
Cash equivalents 0 (38,247) (38,247) 0 (27,215) (27,215)
Cash 0 (135,264) (135,264) 0 (126,877) (126,877)
Net short-term financial debt/(cash) 0 (171,516) (171,516) 0 (145,842) (145,842)
Total net financial debt 184,829 (143,135) 41,694 190,965 (97,698) 93,267
Derivative instruments used as interest-rate
hedges
526 (77) 449 (211) 0 (211)

Bank loans and other financial debts (€86,346 thousand) mainly concern the medium-term bank loans of the real estate development segment and allocated to the financing of certain projects, treasury notes issued by CFE SA and BPI Real Estate Belgium SA as well as the financing of the headquarters of Van Laere NV and VMA NV.

As of December 31, 2024, the lease debts amounted to €48,879 thousand and relate to contracts that meet the criteria of the scope of application of IFRS 16 Leases.

As of December 31, 2024, short-term financial debts amounted to €1,995 thousand and relate to treasury notes issued by BPI Real Estate Belgium SA.

DEBT MATURITY SCHEDULE

Year ended 31 December 2024
(in € thousands)
Less than 1 year Between 1
and 2 years
Between 2
and 3 years
Between 3
and 5 years
Between 5
and 10
years
More than
10 years
Total
Bank loans and other financial debts 19,104 11,400 37,871 18,484 6,210 3,769 96,838
Drawings on credit facilities 3,192 10,115 65,697 0 0 0 79,004
Lease debts 13,337 11,194 8,926 11,634 11,603 0 56,694
Total long-term financial debt 35,632 32,709 112,494 30,118 17,813 3,769 232,536
Short-term financial debts 1,995 0 0 0 0 0 1,995
Cash equivalents (38,247) 0 0 0 0 0 (38,247)
Cash (135,264) 0 0 0 0 0 (135,264)
Net short-term financial debt/(cash) (171,516) 0 0 0 0 0 (171,516)
Total net financial debt (135,884) 32,709 112,494 30,118 17,813 3,769 61,020
Year ended 31 December 2023
(in € thousands)
Less than 1 year Between 1
and 2 years
Between 2
and 3 years
Between 3
and 5 years
Between 5
and 10
years
More than
10 years
Total
Bank loans and other financial debts 38,639 13,853 18,197 2,797 6,858 5,305 85,648
Drawings on credit facilities 0 20,479 17,708 75,930 0 0 114,117
Lease debts 11,845 9,421 7,662 11,750 11,132 2,302 54,112
Total long-term financial debt 50,484 43,752 43,566 90,477 17,991 7,607 253,877
Short-term financial debts 8,250 0 0 0 0 0 8,250
Cash equivalents (27,215) 0 0 0 0 0 (27,215)
Cash (126,877) 0 0 0 0 0 (126,877)
Net short-term financial debt/(cash) (145,842) 0 0 0 0 0 (145,842)
Total net financial debt (95,358) 43,752 43,566 90,477 17,991 7,607 108,035

CASH FLOWS RELATING TO FINANCIAL LIABILITIES

Non-cash movements
(in € thousands) 2023 Cash flow Transfers Other
changes
Total
non-cash
movements
2024
Non-current financial liabilities
Other non-current financial debts 190,965 (7,706) (6,856) 8,425 1,570 184,829
Current financial liabilities
Bonds 0 0 0 0 0 0
Other current financial debts 56,394 (39,930) 6,856 7,055 13,912 30,376
Total 247,359 (47,636) 0 15,480 15,482 215,205
Non-cash movements
(in € thousands) 2022 Cash flow Transfers Other
changes
Total
non-cash
movements
2023
Non-current financial liabilities
Other non-current financial debts 154,048 55,508 (36,213) 17,622 (18,591) 190,965
Current financial liabilities
Bonds 0 0 0 0 0 0
Other current financial debts 21,994 (7,177) 36,213 5,364 41,577 56,394
Total 176,042 48,331 0 22,986 22,986 247,359

As of December 31, 2024, the CFE Group's financial debts amounted to €215,205 thousand, a decrease of €32,154 thousand compared to December 31, 2023 mainly explained by the evolution of the working capital.

Cashflows mainly include the decrease of the drawings on corporate credit facilities (€(34,515) thousand), the reimbursement of BPI Real Estate Belgium SA treasury notes (€(6,250) thousand), new loans obtained to finance projects in the Real Estate Development segment (€12,574 million), refinancing of CFE SA treasury notes (€ 35 million reimbursed and €30 million issued) and the principal repayments on leasing liabilities (€(12,830) thousand). In 2024, interests paid on leases amounted to €(1,8) million (20238 : €(1.0) million).

CREDIT FACILITIES AND BANK TERM LOANS

As of December 31, 2024, CFE SA held confirmed long-term bank credit facilities of €190 million (2023: €170 million), of which €75 million was drawn as at 31 December 2024 (2023: €90 million). For some of them, sustainability and safety criteria for which (non- )compliance has an effect on the margin applied by the bank have been included. CFE SA also has the facility of issuing treasury notes up to an amount of €50 million. This source of financing was used to an amount of €30 million as at 31 December 2024 (2023: €35 million). To limit the interest rate risk, interest rate hedging contracts have been put in place for a notional amount of €80 million (2023: €70 million); the fair value of these derivatives amounts to €(175) thousand (2023: €(336) thousand).

As of December 31, 2024, BPI Real Estate Belgium SA and its subsidiary BPI Real Estate Luxembourg SA together have confirmed long-term bank credit facilities of €60 million (2023: €60 million), of which € 3 million was drawn at 31 December 2024 (2023: €22.5 million). BPI Real Estate Belgium SA also has the facility of issuing treasury notes up to an amount of €40 million. An amount of €10.25 million was drawn from this source of funding as of December 31, 2024 (2023: 16.5 million). To limit the interest rate risk, interest rate hedging contracts have been put in place for a notional amount of €32,4 million (2023: €32,4 million); the fair value of these derivatives amounts to €(272) thousand (2023: 125 thousand).

8 Amount as at December 31 2023 (€(1.0) million) is restated.

FINANCIAL COVENANTS

Bilateral credit facilities are subject to specific covenants that take into account factors such as financial debt and the ratio of debt to equity or non-current assets, as well as generated cash flows.

The covenants applicable to the IFRS consolidated financial statements of CFE group, the statutory financial statements of CFE SA and the IFRS stand-alone financial statements of BPI Real Estate Belgium have been fully met at the end of December 2024 and are detailed below.

Ratio name Formula Requirement December 2024
CFE SA, consolidated financial statements IFRS
Solvency ratio Net financial debt / (Equity - intangible assets -
goodwill)
<1.65 0.19
Long-term net financial debt Non-current financial debt / Property, plant and
equipment
<1 0.78
Coverage of financial debt by cash flow Operating cash flow + net current financial debt >0 >0 181,6 M€
CFE SA, statutory financial statements, Belgian accounting standards
Equity Equity >125 M€ 139 M€
BPI Real Estate Belgium SA, consolidated financial statements IFRS – Stand Alone
Minimum equity Group equity + Subordinated Debts >70 M€ 200,3 M€
Solvency ratio Net financial debt / (Equity + subordinated debts) <1.65 0.47

26. FINANCIAL RISK MANAGEMENT

CAPITAL MANAGEMENT

At year-end 2024, the capital structure of the CFE group is made up of a net financial debt €41,694 thousand (we refer to note 25) and of a net equity position of €247,775 thousand. Moreover, CFE SA also has confirmed bank credit facilities (we refer note 25), whereas CFE SA and BPI SA have the option of issuing treasury notes. The CFE Group's equity includes share capital, share premium, retained earnings, treasury shares and non-controlling interests. The CFE group does not own any convertible bonds. The entire equity is used to finance the operations described in the corporate purposes of CFE and its subsidiaries.

INTEREST RATE RISK

The interest rate risk management is assured within the group at the level of the operating segments.

Construction and renovation activities are characterized by a cash surplus. Cash management is mainly centralized through the cash pooling.

On the other hand, CFE SA and BPI Real Estate Belgium SA also uses derivative instruments (IRS & CAP) to hedge the interest rate risk relating to drawings on its confirmed credit facilities.

The tables hereunder present the outstanding amounts and the related effective average rate by source of financing.

Effective average interest rate before considering derivatives products - 12/31/2024

Fixed rate Floating rate Total
Type of debts Amounts Quota Rate Amounts Quota Rate Amounts Quota Rate
Bank loans and other
financial debts
53,824 52.41% 2.97% 32,522 29.43% 7.38% 86,346 40.50% 5.91%
Lease debts 48,879 47.59% 3.71% 0 0.00% 0.00% 48,879 22.93% 3.71%
Drawings on credit facilities 0 0.00% 0.00% 77,985 70.57% 4.44% 77,985 36.58% 4.44%
Total 102,703 100% 3.21% 110,507 100% 5.03% 213,210 100% 4.79%

Effective average interest rate before considering derivatives products - 12/31/2023

Fixed rate Floating rate Total
Type of debts Amounts Quota Rate Amounts Quota Rate Amounts Quota Rate
Bank loans and other
financial debts 59,958 56.36% 1.72% 20,240 15.25% 6.35% 80,198 33.54% 2.89%
Lease debts 46,419 43.64% 3.53% 0 0.00% 0.00% 46,419 19.41% 3.53%
Drawings on credit facilities 0 0.00% 0.00% 112,492 84.75% 5.40% 112,492 47.05% 5.40%
Total 106,377 100% 2.90% 132,732 100% 5.55% 239,109 100% 4.26%

Effective average interest rate after considering derivatives products - 12/31/2024

Fixed rate Floating rate Floating rate capped + inflation Total
Type of debts Amounts Quota Rate Amounts Quota Rate Amounts Quota Rate Amounts Quota Rate
Bank loans and other
financial debts
53,824 31.17% 2.97% 32,522 80.29% 7.38% 0 0.00% 0.00% 86,346 40.50% 5.91%
Lease debts 48,879 28.30% 3.53% 0 0.00% 0.00% 0 0.00% 0.00% 48,879 22.93% 3.53%
Drawings on credit facilities 70,000 40.53% 2.95% 7,985 19.71% 5.09% 0 0.00% 0.00% 77,985 36.58% 3.65%
Total 172,703 100% 2.99% 40,507 100% 6.09% 0 0.00% 0.00% 213,210 100% 4.22%

Effective average interest rate after considering derivatives products - 12/31/2023

Type of debts Fixed rate Floating rate Floating rate capped + inflation Total
Amounts Quota Rate Amounts Quota Rate Amounts Quota Rate Amounts Quota Rate
Bank loans and other
financial debts 59,958 37.74% 1.72% 20,240 25.23% 6.35% 0 0.00% 0.00% 80,198 33.54% 2.89%
Lease debts 46,419 29.22% 3.53% 0 0.00% 0.00% 0 0.00% 0.00% 46,419 19.41% 3.53%
Drawings on credit facilities 52,500 33.04% 3.19% 59,992 74.77% 6.16% 0 0.00% 0.00% 112,492 47.05% 3.19%
Total 158,877 100% 2.93% 80,232 100% 6.19% 0 0.00% 0.00% 239,109 100% 3.99%

SENSITIVITY TO THE INTEREST RATE RISK

The CFE group is subject to the risk of interest rate fluctuations on its result for the period, taking into account :

  • cash flows relating to financial instruments at floating rate after hedging ;
  • financial instruments at fixed rate, recognised at fair value in the consolidated statement of financial position through profit and loss ;
  • derivative instruments not qualified as hedges.

On the other hand, the variation in the value of derivatives qualified as cash flow hedges does not directly impact the consolidated statement of comprehensive income, and is recognized in 'other elements of the comprehensive income'. In the event that the value of the derivatives has to be restated, the impact is recognized in the consolidated statement of income.

In the analysis below, it is assumed that the figures for the financial debt and the derivative instruments as at 31 December 2024 remain constant over the year.

The consequence of a variation of 50 basis points in the interest rate at the closing date would be an increase or decrease in the equity and result for the period, as indicated by the figures below. For the purposes of this analysis, it is assumed that the other parameters remain constant.

(in € thousands) 12/31/2024
Result for the period Equity
Impact of the
sensitivity calculation
Impact of the sensitivity
calculation
Impact of the
sensitivity calculation
Impact of the
sensitivity calculation
+50bp -50bp +50bp -50bp
Non-current debts (+ portion due in the year)
with variable rates after accounting hedge
554 (554)
Net short-term financial debt (*) 10 (10)
Derivatives not qualified as hedge
Derivatives qualified as highly potential or
certain cash flow
875 (950)
(in € thousands) 12/31/20239
Result for the period Equity
Impact of the
sensitivity calculation
Impact of the sensitivity
calculation
Impact of the
sensitivity calculation
Impact of the
sensitivity calculation
+50bp -50bp +50bp -50bp
Non-current debts (+ portion due in the year)
with variable rates after accounting hedge
683 (683)
Net short-term financial debt (*) 41 (41)
Derivatives not qualified as hedge
Derivatives qualified as highly potential or
certain cash flow
1.348 (1.256)

(*) excluding cash at bank and in hand.

DESCRIPTION OF CASH FLOW HEDGE OPERATIONS

At the closing date, the instruments qualified as cash flow hedges relate to CFE SA and BPI Real Estate Belgium SA and have the following characteristics:

(in € thousands) 12/31/2024
< 1 year Between 1
and 2 years
Between 2
and 5 years
> 5 years Notional Fair value
asset
Fair value
liability
Swap of interest rate receive floating rate and
pay fixed rate
Interest rate options (cap, collar)
Interest rate derivatives - highly probable projected
cash flow hedges
0
Swap of interest rate receive floating rate and
pay fixed rate
0 32,416 50,000 0 82,416 150 (618)
Interest rate options (cap, collar) 10000 0 10,000 20,000 53 (34)
Interest rate derivatives - certain cashflow hedge 10,000 32,416 60,000 0 102,416 203 (652)
(in € thousands) 12/31/2023
< 1 year Between 1
and 2 years
Between 2
and 5 years
> 5 years Notional Fair value
asset
Fair value
liability
Swap of interest rate receive floating rate and
pay fixed rate
Interest rate options (cap, collar)
Interest rate derivatives - highly probable projected
cash flow hedges
0
Swap of interest rate receive floating rate and
pay fixed rate
0 10,000 72,416 0 82,416 158 (125)
Interest rate options (cap, collar) 10,000 10,000 20,000 178

EXCHANGE RATE RISKS

Distribution of the long term financial debts by currency

The breakdown of outstanding long-term debts (without considering lease debts which are mainly in euros) by currency is as follows :

(in € thousands) 2024 2023
Euro 159,293 187,612
Polish zloty 5,038 5,078
Other currencies 0 0
Total long-term debts 164,331 192,690

As of December 31, 2024, the outstanding long-term financial debts (excluding lease debts) amounted to €164,331 thousand compared to €192,690 thousand as of December 31, 2023.

9 Comparatives figures as at December 31, 2023 were restated to calculate the interest rate sensitivity on the financial debts taking into account derivatives instruments.

The following table discloses the fair value and the notional amount of exchange rate instruments issued (forward sales/purchase agreements) (+ : asset / - : liability) :

12/31/2024 PLN - Zlotys
(in € thousands) Notional Fair value
Forward purchases 0 0
Forward sales 0 0
31/12/2023 PLN - Zlotys
(in € thousands) Notional Fair value
Forward purchases 0 0
Forward sales 12,625 2,657

The fair value variation of exchange rate instruments is considered as construction costs. This variation is presented as an operating result.

The CFE group, is exposed to exchange rate fluctuation risk on its result for the period.

The following analysis is performed supposing that the amount of financial assets/liabilities and derivatives as at 31 December 2024 is constant over the year.

A variation of 5% of exchange rate (appreciation of the EUR) at closing date would have as a consequence an increase or a decrease of the equity and the result for the period for the amounts disclosed here below. For the purposes of this analysis, it is assumed that the other parameters remain constant.

31/12/2024 (€ thousands)
Result for the period
Impact of sensitivity calculation -
depreciation of 5% of the EUR
Impact of sensitivity calculation -
appreciation of 5% of the EUR
Non-current debts (+ portion due within the year)
with variable rates after accounting hedge
(271) 271
Net short term financial debt (386) 386
Working capital (783) 783
31/12/2023 (€ thousands)10
Result for the period
Impact of sensitivity calculation -
depreciation of 5% of the EUR
Impact of sensitivity calculation -
appreciation of 5% of the EUR
Non-current debts (+ portion due within the year)
with variable rates after accounting hedge
(254) 254
Net short term financial debt (181) 181
Working capital (2.953) 2.953

10 Comparatives figures were restated and computed after intercompany eliminations.

RISK RELATED TO RAW MATERIALS

Raw materials and consumables incorporated into the works constitute an essential element of the cost price.

Although some contracts include price revision clauses or revision formulas, the risk of price fluctuation of raw materials remains significant.

CREDIT AND COUNTERPARTY RISK

The CFE group is exposed to credit risk in the event of insolvency of its clients. It is exposed to the counterparty risk in the context of cash deposits, subscription of negotiable debt securities, financial receivables and derivative products.

The CFE group set up procedures in order to avoid and limit the concentration of credit risk.

Financial instruments

The CFE group has defined a system of investment limits to manage the counterparty risk. This system determines maximum amounts eligible for investment by counterparty defined according to their credit ratings published by Standard & Poor's and Moody's. These limits are regularly monitored and updated.

Customers

With regard to the risk on trade receivables, the group has set up procedures to limit this risk. It should be noted that a significant part of the consolidated revenue is realized with public or semi-public customers. In addition, the CFE group considers that the concentration of the counterparty risk for customers is limited due to the large number of customers.

In order to reduce the current risk, the CFE group regularly monitors its outstanding trade receivables and adapts its position towards them.

The analysis of credit risk exposure at year-end 2024 and 2023 is as follows :
-- -------------------------------------------------------------------------------- -- -- --
Situation as of December 31, 2024
(in € thousands)
Closing Not due < 3 months < 1 year > 1 year
Trade and other operating receivables 292,102 216,613 28,458 12,031 35,000
Total gross carrying amount 292,102 216,613 28,458 12,031 35,000
Expected credit losses - Trade and other
operating receivables
(26,621) (0) 0 0 (26,621)
Total expected credit losses (26,621) (0) 0 0 (26,621)
Total net carrying amount 265,481 216,613 28,458 12,031 8,379
Situation as of December 31, 2023
(in € thousands)
Closing Not due < 3 months < 1 year > 1 year
Trade and other operating receivables 338,571 251,297 43,912 9,934 33,428
Total gross carrying amount 338,571 251,297 43,912 9,934 33,428
Expected credit losses - Trade and other
operating receivables
(24,991) 0 0 (3,286) (21,705)
Total expected credit losses (24,991) 0 0 (3,286) (21,705)
Total net carrying amount 313,580 251,297 43,912 6,648 11,723

The following table discloses the changes in expected credit losses on trade and other operations receivables :

(in € thousands) 2024 2023
Cumulated expected credit losses - opening balance (24,991) (23,208)
Change in consolidation scope 2 4,821
Expected credit losses (reversal/recognized) during the period 392 (6,587)
Translation differences and transfers between asset items (2,024) (17)
Cumulated expected credit losses - closing balance (26,621) (24,991)

As of December 31, 2024, expected credit losses reversed and recognised during the year amounted to €392 thousand (2023: (6,587): it mainly concerned two construction projects).

As of December 31, 2024, the item 'Translation differences and transfers between assets items' related mainly to reclassification against the caption 'Provisions'.

LIQUIDITY RISK

CFE SA and BPI Real Estate Belgium SA have bilateral credit facilities that allow them to significantly reduce the liquidity risk.

CARRYING AMOUNTS AND FAIR VALUE BY ACCOUNTING POLICY

December 31, 2024
(in € thousands)
FAMMFVV /
FLFVPL (3) -
Derivatives not
designated as
hedging
instruments
FAMMFVV /
FLFVPL (3) -
Derivatives
designated as
hedging
instruments
Assets/
liabilities
measured at
amortised cost
Total of net
carrying
amount
Fair value
measurement
by level
Fair value of
the class
Non-current financial assets 0 126 120,248 120,374 120,374
Financial loans and receivables (1) 0 0 120,248 120,248 Level 2 120,248
Derivatives 0 126 0 126 Level 2 126
Current financial assets 0 77 438,991 439,068 439,068
Trade and other operating receivables 0 0 265,481 265,481 Level 2 265,481
Derivatives 0 77 0 77 Level 2 77
Cash Equivalents (2) 0 0 38,247 38,247 Level 1 38,247
Cash at bank and in hand (2) 0 0 135,263 135,263 Level 1 135,263
Total assets 0 203 559,239 559,442 559,442
Non-current financial liabilities 0 652 184,830 185,482 201,200
Financial debts 0 0 184,830 184,830 Level 2 200,548
Derivatives 0 652 0 652 Level 2 652
Current financial liabilities 0 0 319,551 319,551 323,922
Trade and other operating payables 0 0 289,176 289,176 Level 2 289,176
Financial debts 0 0 30,375 30,375 Level 2 34,746
Derivatives 0 0 0 0 Level 2 0
Total liabilities 0 652 504,381 505,033 525,122
December 31, 2023
(in € thousands)
FAMMFVV /
FLFVPL (3) -
Derivatives not
designated as
hedging
instruments
FAMMFVV /
FLFVPL (3) -
Derivatives
designated as
hedging
instruments
Assets/
liabilities
measured at
amortised cost
Total of net
carrying
amount
Fair value
measurement
by level
Fair value of
the class
Non-current financial assets 0 336 142,790 143,126 143,126
Financial loans and receivables (1) 0 0 142,790 142,790 Level 2 142,790
Derivatives 0 336 0 336 Level 2 336
Current financial assets 0 2,657 467,672 470,329 470,329
Trade and other operating receivables 0 0 313,580 313,580 Level 2 313,580
Derivatives 0 2,657 0 2,657 Level 2 2,657
Cash Equivalents (2) 0 0 27,215 27,215 Level 1 27,215
Cash at bank and in hand (2) 0 0 126,877 126,877 Level 1 126,877
Total assets 0 2,993 610,462 613,455 613,455
Non-current financial liabilities 0 125 190,965 191,090 205,549
Financial debts 0 0 190,965 190,965 Level 2 205,424
Derivatives 0 125 0 125 125
Current financial liabilities 0 0 374,155 374,155 376,495
Trade and other operating payables 0 0 317,761 317,761 Level 2 317,761
Financial debts 0 0 56,394 56,394 Level 2 58,734
Derivatives 0 0 0 0 0
Total liabilities 0 125 565,120 565,245 582,044

(1) Included in item "Other non-current financial assets"

(2) Included in item "Cash and cash equivalents"

(3) FAMMFV : Financial assets mandatorily measured at fair value through profit and loss

FLFVPL : Financial liabilities measured at fair value through profit and loss

The fair value of financial instruments can be classified according to three levels (1 to 3) based on the degree to which the inputs to the fair value measurements are observable :

  • Fair value measurements of level 1 are based on quoted prices (unadjusted) in active markets for identical assets or liabilities ;
  • Fair value measurements of level 2 are based on inputs, other than quoted prices included within level 1, that are observable for the asset or liability, either directly (through prices) or indirectly (through input derived from prices) ;
  • Fair value measurements of level 3 are based on valuation techniques comprising inputs which are unobservable for the asset or liability.

The fair value of financial instruments has been determined using the following methods :

  • For short-term financial instruments, such as trade receivables and payables, the fair value is considered not to be significantly different from the carrying amount measured at amortized cost ;
  • For floating rate liabilities, the fair value is considered not to be significantly different from the carrying amount measured at amortized cost ;
  • For derivative financial instruments (foreign currency, interest rate or forecasted cash flows), the fair value is determined using valuation models discounting future cash flows based on future interest rate curves, foreign currency curves or other forward prices ;
  • For the other derivative instruments, the fair value is determined by discounting future estimated cash flows ;
  • For fixed rate liabilities, the fair value is considered not to be significantly different from the carrying amount measured at amortized cost due to the fact that fixed and variables rates are not significantly different.

27. OTHER COMMITMENTS GIVEN

Other commitments given by the CFE group for the financial year ended 31 December 2024, other than real security interests, amounted to €364,022 thousand (2023 : €357,628 thousand) and break down as follows :

Year ended 31 December
(in € thousands)
2024 2023
Performance guarantees and performance bonds (a) 277,654 263,051
Bid bonds (b) - -
Retentions (c) - 1,749
Other commitments given (d) 86,368 92,828
Total other commitments given 364,022 357,628

(a) Guarantees given in relation to the performance of works contracts. If the construction entity fails to perform, the bank (or insurance company) undertakes to compensate the customer to the extent of the guarantee.

(b) Guarantees provided as part of tenders relating to works contracts.

(c) Security provided by a bank to a client to replace the use of retention money.

(d) Letters of credit – completion guarantee, Breyne Act – mortgage mandates and mortgages

The caption "other commitments given" relates mainly to the completion guarantees (Breyne Act) and mortgages linked to the financing of projects in the Real Estate division (mainly Pourpelt, Herrenberg and Mimosas).

28. OTHER COMMITMENTS RECEIVED

Other commitments received by the CFE group as of 31 December 2024 amounted to €53,264 thousand (2023 : €48,589 thousand) and break down as follows:

Year ended 31 December
(in € thousands)
2024 2023
Performance guarantees and performance bonds 47,338 43,175
Other commitments received 5,926 5,414
Total other commitments received 53,264 48,589

<-- PDF CHUNK SEPARATOR -->

29. LITIGATION

CFE group is exposed to a number of claims that may be regarded as normal in the construction and multitechnics sectors.

In most cases, the CFE group seeks to conclude a transaction agreement with the counterparty, which substantially reduces the number of lawsuits.

CFE group tries to recover outstanding receivables from its customers. However, it is not possible to estimate these potential assets.

30. RELATED PARTIES

Ackermans & van Haaren (AvH) owns 15,725,684 CFE shares as at 31 December 2024, being the main shareholder of the CFE group with a stake of 62.12%.

CFE SA entered into a service contract with Ackermans & van Haaren. The remuneration due by CFE SA under this contract amounted to €373 thousand for the financial year ended 31 December 2024 (2023 : €350 thousand).

As of December 31, 2024, the CFE Group has joint control with Ackermans & van Haaren over Deep C Holding NV, Green Offshore NV and GreenStor NV.

As of December 31, 2024, the day-to-day management of CFE has been carried out by Trorema SRL represented by Raymund Trost, CEO and Chairman of the Executive Committee. The other six members of the Executive Committee are MSQ SRL represented by Fabien De Jonge, Artist Valley SA represented by Jacques Lefevre, COEDO SRL represented by Arnaud Regout, Focus2LER SRL represented by Valérie Van Brabant, CONSULTON SNC represented by Peter Matton and Bruno Lambrecht.

The only transactions between CFE and the members of the Executive Committee are :

  • invoicing for their services through their management company;
  • transactions under the long-term incentive plans (we refer to note 21 "Information on stock option plans")

The amount of remuneration and other benefits granted directly or indirectly to the management of CFE, mentioned above, is as follows (amounts expressed globally and in € thousands) :

Year ended 31 December
(in € thousands)
2024 2023
Fixed remuneration 3,350 2,790
Short-term variable remuneration 1,263 1,533
Other benefits 0 0
Total 4,613 4,323

Transactions with related parties mainly concerned transactions with companies in which CFE has a significant influence or a joint control. Such transactions are carried out on a market price basis. There were no significant changes in the nature of transactions with associated parties during the financial year 2024 compared to financial year 2023.

Commercial and financing transactions between the CFE group and investments accounted for using equity method are summarized as follows :

Year ended 31 December
(in € thousands)
2024 2023
Assets with related parties 169,313 166,699
Non-current financial assets 146,142 143,955
Trade and other operating receivables 15,223 15,874
Other current assets 7,948 6,870
Liabilities with related parties 8,962 15,154
Other non-current liabilities 8,901 14,936
Trade and other operation payables 61 218

The decrease in other non-current liabilities is mainly explained by changes in the current accounts in the real estate segment (De Brouckere Office : +€2.7 million compensated by Gravity : -€ 6.3 million and M1 : -€2.7 million)

Year ended 31 December
(in € thousands)
2024 2023
Expenses and income with related parties 77,588 52,407
Revenue and other operating income 68,902 44,362
Purchases and other operating expenses (264) (445)
Financial expenses and income 8,951 8,490

The increase in Revenue and other operating income towards the entities consolidated under the equity method is manly linked to the Polish projects Chmielna and Cavallia jointly developed.

31.AUDIT FEES

The remuneration of the auditor for the whole group, including CFE SA, for the financial year 2024 breaks down as follows :

(in € thousands) Ernst & Young
Amount %
Audit
Audit fees 830 81.8%
Other attestation missions 158 15.6%
Other missions outside the audit 20 2.0%
Subtotal audit 1,008 99.3%
Non-audit
Tax consulting missions 7 0.7%
Subtotal non-audit 7 0.7%
Total audit and non-audit fees 1,015 100%

32. SUBSEQUENT EVENTS

No significant changes have occurred in the financial and commercial situation of the CFE group since 31 December 2024.

33. COMPANIES OWNED BY THE GROUP

MAIN ENTITIES ACCOUNTED FOR USING GLOBAL INTEGRATION IN 2024

NAME HEAD OFFICE OPERATING SEGMENT GROUP
INTEREST (%)
EUROPE
Belgium
BPI PURE SA Brussels Real estate development 100%
BPI REAL ESTATE BELGIUM SA Brussels Real estate development 100%
BPI SAMAYA SA Brussels Real estate development 100%
BPI SERENITY VALLEY SA Brussels Real estate development 100%
BPI PARK WEST SA Brussels Real estate development 100%
PROJECTONTWIKKELING VAN WELLEN NV Brussels Real estate development 100%
WOLIMMO SA Brussels Real estate development 100%
ZEN FACTORY SA Brussels Real estate development 100%
BRANTEGEM NV Aalst Multitechnics 100%
MOBIX NV Mechelen Multitechnics 100%
MOBIX ENGETEC SA Manage Multitechnics 100%
VMA NV Sint-Martens-Latem Multitechnics 100%
VMA Sud SA Jumet Multitechnics 100%
VMA BE.MAINTENANCE SA Brussels Multitechnics 100%
ARTHUR VANDENDORPE NV Zedelgem Construction & Renovation 100%
BATIMENTS ET PONTS CONSTRUCTION (BPC) SA Brussels Construction & Renovation 100%
BPC GROUP SA Brussels Construction & Renovation 100%
BENELMAT SA Gembloux Construction & Renovation 100%
DESIGN & ENGINEERING SA Brussels Construction & Renovation 100%
GROEP TERRYN NV Moorslede Construction & Renovation 100%
GROEP TERRYN CONSTRUCT NV Moorslede Construction & Renovation 100%
KORLAM NV Moorslede Construction & Renovation 100%
LAMCOL SA Marche-en-Famenne Construction & Renovation 100%
MBG NV Wilrijk Construction & Renovation 100%
TERRYN TIMBER PRODUCTS NV Moorslede Construction & Renovation 100%
VAN LAERE NV Zwijndrecht Construction & Renovation 100%
WEFIMA NV Zwijndrecht Construction & Renovation 100%
WOOD SHAPERS SA Brussels Construction & Renovation 100%
CFE CONTRACTING SA Brussels Investments & Holding 100%
HDP CHARLEROI SA Brussels Investments & Holding 100%
PULSE SA Brussels Investments & Holding 100%
Grand Duchy of Luxembourg
BPI REAL ESTATE LUXEMBOURG S.À R.L. Leudelange Real estate development 100%
CENTRAL PARC S.À R.L. Luxembourg Real estate development 100%
HERRENBERG S.À R.L. Leudelange Real estate development 100%
IMMO KIRCHBERG S.À R.L. Leudelange Real estate development 100%
JFK DEVELOPPEMENT 1 S.À R.L. Leudelange Real estate development 100%
JFK DEVELOPPEMENT 2 S.À R.L. Leudelange Real estate development 100%
MIMOSAS REAL ESTATE S.À R.L. Leudelange Real estate development 100%
MIMOSAS COLIVING S.À R.L. Leudelange Real estate development 100%
POURPELT SA Leudelange Real estate development 100%
PRINCE HENRI S.À R.L. Leudelange Real estate development 100%
COMPAGNIE LUXEMBOURGEOISE D'ENTREPRISES CLE SA Leudelange Construction & Renovation 100%
IMMO-BECHEL CLE S.À R.L. Leudelange Construction & Renovation 100%
WOOD SHAPERS LUXEMBOURG SA Leudelange Construction & Renovation 100%
SOCIETE FINANCIERE D'ENTREPRISES SFE SA Leudelange Investments & Holding 100%
Poland
BPI BERNADOWO SP. Z O.O. Warsaw Real estate development 100%
BPI PIANO SP. Z O.O. Warsaw Real estate development 100%
BPI OBRZEZNA SP. Z O.O. Warsaw Real estate development 90%
BPI WAGROWSKA SP. Z O.O. Warsaw Real estate development 100%
BPI PANOWAMIQ SP. Z O.O. Warsaw Real estate development 100%
BPI PROJECT 10 SP. Z O.O. Warsaw Real estate development 100%
BPI PROJECT 11 SP. Z O.O. Warsaw Real estate development 100%
BPI CZYSTA SP. Z O.O. Warsaw Real estate development 100%
BPI REAL ESTATE POLAND SP. Z O.O. Warsaw Real estate development 100%
BPI WOLARE SP. Z O.O. Warsaw Real estate development 100%
Message from the Chairman and CEO Our ambitions and achievements Management report Sustainability statements Financial statements
BPI WROCLAW SP. Z O.O. Warsaw Real estate development 100%
VMA POLSKA SP. Z O.O.
CFE POLSKA SP. Z O.O.
Kobierzyce
Warsaw
Multitechnics
Construction & Renovation
100%
100%
Other European countries
CFE BAU GMBH Berlin, Germany Construction & Renovation 100%
VMA MIDLANDS LTD Yorkshire, UK Multitechnics 100%
CFE CONTRACTING AND ENGINEERING SRL Bucharest, Romania Investments & Holding 100%
AMERICA
United States
VMA US INC South Carolina Multitechnics 100%

MAIN ENTITIES OF THE JOINT VENTURES CONSOLIDATED USING THE EQUITY METHOD IN 2024

NAME HEAD OFFICE OPERATING SEGMENT GROUP
INTEREST %
EUROPE
Belgium
ARLON 53 SA
BAVIERE DEVELOPPEMENT SA
Brussels
Liège
Real estate development
Real estate development
50%
30%
BATAVES 1521 SA Brussels Real estate development 50%
DEBROUCKERE DEVELOPMENT SA Brussels Real estate development 50%
DEBROUCKERE LAND SA Brussels Real estate development 50%
DEBROUCKERE LEISURE SA Brussels Real estate development 50%
DEBROUCKERE OFFICE SA Brussels Real estate development 50%
ERASMUS GARDENS SA Brussels Real estate development 50%
ESPACE ROLIN SA Brussels Real estate development 33.33%
FONCIERE DE BAVIERE SA Liège Real estate development 30%
FONCIERE DE BAVIERE A SA Liège Real estate development 30%
FONCIERE DE BAVIERE C SA Liège Real estate development 30%
GOODWAYS SA Antwerp Real estate development 50%
IMMOANGE SA Brussels Real estate development 50%
IMMO PA 33 1 SA Brussels Real estate development 50%
IMMO PA 44 1 SA Brussels Real estate development 50%
IMMO PA 44 2 SA Brussels Real estate development 50%
JOMA 2060 NV Brussels Real estate development 70%
KEYWEST DEVELOPMENT SA Brussels Real estate development 50%
LES JARDINS DE OISQUERCQ SA Brussels Real estate development 50%
LES 2 PRINCES DEVELOPMENT SA Brussels Real estate development 50%
LIFE SHAPERS NV Brussels Real estate development 70%
MG IMMO SRL Brussels Real estate development 50%
PRE DE LA PERCHE CONSTRUCTION SA Brussels Real estate development 50%
PROMOTION LEOPOLD SA Brussels Real estate development 30.44%
SAMAYA DEVELOPMENT SA Brussels Real estate development 50%
TERVUREN SQUARE SA Brussels Real estate development 37.5%
TULIP ANTWERP NV Brussels Real estate development 70%
VICTOR BARA SA Brussels Real estate development 50%
VICTOR SPAAK SA Brussels Real estate development 50%
VICTOR ESTATE SA Brussels Real estate development 50%
VICTOR PROPERTIES SA Brussels Real estate development 50%
VAN MAERLANT RESIDENTIAL SA Brussels Real estate development 40%
LUWA MAINTENANCE SA Wierde Multitechnics 25%
LIGHTHOUSE PARKING NV Gent Construction & Renovation 33.33%
BPG CONGRES SA Brussels Investments & Holding 49%
BPG HOTEL SA Brussels Investments & Holding 49%
GREEN OFFSHORE NV and its subsidiaries Antwerp Investments & Holding 50%
GREENSTOR NV and its subsidiaries Antwerp Investments & Holding 50%
DEEP C HOLDING NV and its subsidiaries Antwerp Investments & Holding 50%
Grand Duchy of Luxembourg
BAYSIDE FINANCE SRL Luxembourg Real estate development 40%
BEDFORD FINANCE SRL Luxembourg Real estate development 40%
CHATEAU DE BEGGEN S.À R.L. Luxembourg Real estate development 50%
EMELY S.À R.L. Leudelange Real estate development 50%
GRAVITY SA Luxembourg Real estate development 50%
JFK REAL ESTATE S.À R.L. Luxembourg Real estate development 57.45%
Message from the Chairman and CEO Our ambitions and achievements Management report Sustainability statements Financial statements
M1 SA Luxembourg Real estate development 33.33%
M7 S.À R.L. Leudelange Real estate development 33.33%
THE ROOTS REAL ESTATE S.À R.L. Luxembourg Real estate development 50%
THE ROOTS OFFICE S.À R.L. Luxembourg Real estate development 50%
Poland
CAVALLIA SP. Z O.O. Warsaw Real estate development 50%
BPI CHMIELNA SP. Z O.O. Warsaw Real estate development 50%
BPI WIESLAWA SP. Z O.O. Warsaw Real estate development 50%
AFRICA
Tunisia
BIZERTE CAP 3000 SA and its subsidiary Tunis Investments & Holding 20%

ASSOCIATED ENTITIES CONSOLIDATED USING THE EQUITY METHOD IN 2024

NAME HEAD OFFICE OPERATING SEGMENT GROUP
INTEREST %
EUROPE
Belgium
EUROPEA HOUSING SA Brussels Real estate development 33%
MALL OF EUROPE SA Brussels Real estate development 1.5%
HOFKOUTER NV Zwijndrecht Construction & Renovation 35%
LUWA SA Wierde Investments & Holding 12%

MAIN ENTITIES ACCOUNTED FOR USING GLOBAL INTEGRATION IN 2023

NAME HEAD OFFICE
OPERATING SEGMENT
GROUP
INTEREST (%)
EUROPE
Belgium
BPI PURE SA Brussels Real estate development 100%
BPI REAL ESTATE BELGIUM SA Brussels Real estate development 100%
BPI SAMAYA SA Brussels Real estate development 100%
BPI SERENITY VALLEY SA Brussels Real estate development 100%
BPI PARK WEST SA Brussels Real estate development 100%
PROJECTONTWIKKELING VAN WELLEN NV Brussels Real estate development 100%
WOLIMMO SA Brussels Real estate development 100%
ZEN FACTORY SA Brussels Real estate development 100%
BRANTEGEM NV Aalst Multitechnics 100%
MOBIX NV Mechelen Multitechnics 100%
MOBIX ENGETEC SA Manage Multitechnics 100%
VMA NV Sint-Martens-Latem Multitechnics 100%
VMA Sud SA Jumet Multitechnics 100%
VMA BE.MAINTENANCE SA Brussels Multitechnics 100%
VMA SUSTAINABILITY FUND I NV Brussels Multitechnics 100%
ARTHUR VANDENDORPE NV Zedelgem Construction & Renovation 100%
BATIMENTS ET PONTS CONSTRUCTION (BPC) SA Brussels Construction & Renovation 100%
BPC GROUP SA Brussels Construction & Renovation 100%
BENELMAT SA Gembloux Construction & Renovation 100%
DESIGN & ENGINEERING SA Brussels Construction & Renovation 100%
GROEP TERRYN NV Moorslede Construction & Renovation 100%
GROEP TERRYN CONSTRUCT NV Moorslede Construction & Renovation 100%
KORLAM NV Moorslede Construction & Renovation 100%
LAMCOL SA Marche-en-Famenne Construction & Renovation 100%
MBG NV Wilrijk Construction & Renovation 100%
TERRYN TIMBER PRODUCTS NV Moorslede Construction & Renovation 100%
VAN LAERE NV Zwijndrecht Construction & Renovation 100%
WEFIMA NV Zwijndrecht Construction & Renovation 100%
WOOD SHAPERS SA Brussels Construction & Renovation 100%
CFE CONTRACTING SA Brussels Investments & Holding 100%
HDP CHARLEROI SA Brussels Investments & Holding 100%
Grand Duchy of Luxembourg
BPI REAL ESTATE LUXEMBOURG S.À R.L. Leudelange Real estate development 100%
CENTRAL PARC S.À R.L. Luxembourg Real estate development 100%
HERRENBERG S.À R.L. Leudelange Real estate development 100%
IMMO KIRCHBERG S.À R.L. Leudelange Real estate development 100%
Message from the Chairman and CEO Our ambitions and achievements Management report Sustainability statements Financial statements
JFK DEVELOPPEMENT 1 S.À R.L. Leudelange Real estate development 100%
JFK DEVELOPPEMENT 2 S.À R.L. Leudelange Real estate development 100%
MIMOSAS REAL ESTATE S.À R.L. Leudelange Real estate development 100%
POURPELT SA Leudelange Real estate development 100%
PRINCE HENRI S.À R.L. Leudelange Real estate development 100%
COMPAGNIE LUXEMBOURGEOISE D'ENTREPRISES CLE SA Leudelange Construction & Renovation 100%
IMMO-BECHEL CLE S.À R.L. Leudelange Construction & Renovation 100%
WOOD SHAPERS LUXEMBOURG SA Leudelange Construction & Renovation 100%
SOCIETE FINANCIERE D'ENTREPRISES SFE SA Leudelange Investments & Holding 100%
Poland
BPI BERNADOWO SP. Z O.O. Warsaw Real estate development 100%
BPI PROJECT II SP. Z O.O. Warsaw Real estate development 100%
BPI OBRZEZNA SP. Z O.O. Warsaw Real estate development 90%
BPI WAGROWSKA SP. Z O.O. Warsaw Real estate development 100%
BPI JARACZA SP. Z O.O. Warsaw Real estate development 80%
BPI PROJECT VIII SP. Z O.O. Warsaw Real estate development 100%
BPI PROJECT IX SP. Z O.O. Warsaw Real estate development 100%
BPI VILDA PARK SP. Z O.O. Warsaw Real estate development 100%
BPI BARSKA SP. Z O.O. Warsaw Real estate development 100%
BPI CZYSTA SP. Z O.O. Warsaw Real estate development 100%
BPI REAL ESTATE POLAND SP. Z O.O. Warsaw Real estate development 100%
BPI WOLARE SP. Z O.O. Warsaw Real estate development 100%
BPI WROCLAW SP. Z O.O. Warsaw Real estate development 100%
VMA POLSKA SP. Z O.O. Kobierzyce Multitechnics 100%
CFE POLSKA SP. Z O.O. Warsaw Construction & Renovation 100%
Other European countries
CFE BAU GMBH Berlin, Germany Construction & Renovation 100%
VMA MIDLANDS LTD Yorkshire, UK Multitechnics 100%
CFE CONTRACTING AND ENGINEERING SRL Bucharest, Romania Investments & Holding 100%
AMERICA
United States
VMA US INC South Carolina Multitechnics 100%

MAIN ENTITIES OF THE JOINT VENTURES CONSOLIDATED USING THE EQUITY METHOD IN 2023

NAME HEAD OFFICE OPERATING SEGMENT GROUP
INTEREST %
EUROPE
Belgium
ARLON 53 SA Brussels Real estate development 50%
BAVIERE DEVELOPPEMENT SA Liège Real estate development 30%
BATAVES 1521 SA Brussels Real estate development 50%
DEBROUCKERE DEVELOPMENT SA Brussels Real estate development 50%
DEBROUCKERE LAND SA Brussels Real estate development 50%
DEBROUCKERE LEISURE SA Brussels Real estate development 50%
DEBROUCKERE OFFICE SA Brussels Real estate development 50%
ERASMUS GARDENS SA Brussels Real estate development 50%
ESPACE ROLIN SA Brussels Real estate development 33.33%
FONCIERE DE BAVIERE SA Liège Real estate development 30%
FONCIERE DE BAVIERE A SA Liège Real estate development 30%
FONCIERE DE BAVIERE C SA Liège Real estate development 30%
GOODWAYS SA Antwerp Real estate development 50%
IMMOANGE SA Brussels Real estate development 50%
IMMO PA 33 1 SA Brussels Real estate development 50%
IMMO PA 44 1 SA Brussels Real estate development 50%
IMMO PA 44 2 SA Brussels Real estate development 50%
JOMA 2060 NV Brussels Real estate development 70%
KEYWEST DEVELOPMENT SA Brussels Real estate development 50%
LA RESERVE PROMOTION NV Gent Real estate development 33%
LES JARDINS DE OISQUERCQ SA Brussels Real estate development 50%
LES 2 PRINCES DEVELOPMENT SA Brussels Real estate development 50%
LIFE SHAPERS NV Brussels Real estate development 70%
MG IMMO SRL Brussels Real estate development 50%
PRE DE LA PERCHE CONSTRUCTION SA Brussels Real estate development 50%
PROMOTION LEOPOLD SA Brussels Real estate development 30.44%
SAMAYA DEVELOPMENT SA Brussels Real estate development 50%
TERVUREN SQUARE SA Brussels Real estate development 37.5%
TULIP ANTWERP NV Brussels Real estate development 70%
VICTOR BARA SA Brussels Real estate development 50%
VICTOR SPAAK SA Brussels Real estate development 50%
VICTOR ESTATE SA Brussels Real estate development 50%
VICTOR PROPERTIES SA Brussels Real estate development 50%
VAN MAERLANT RESIDENTIAL SA Brussels Real estate development 40%
LUWA MAINTENANCE SA Wierde Multitechnics 25%
LIGHTHOUSE PARKING NV Gent Construction & Renovation 33.33%
WOOD GARDENS SA Brussels Construction & Renovation 50%
BPG CONGRES SA Brussels Investments & Holding 49%
BPG HOTEL SA Brussels Investments & Holding 49%
PPP BETRIEB SCHULEN EUPEN SA Eupen Investments & Holding 25%
PPP SCHULEN EUPEN SA Eupen Investments & Holding 19%
GREEN OFFSHORE NV and its subsidiaries Antwerp Investments & Holding 50%
GREENSTOR NV and its subsidiaries Antwerp Investments & Holding 50%
DEEP C HOLDING NV and its subsidiaries Antwerp Investments & Holding 50%
Grand Duchy of Luxembourg
BAYSIDE FINANCE SRL Luxembourg Real estate development 40%
BEDFORD FINANCE SRL Luxembourg Real estate development 40%
CHATEAU DE BEGGEN S.À R.L. Luxembourg Real estate development 50%
EMELY S.À R.L. Leudelange Real estate development 50%
GRAVITY SA Luxembourg Real estate development 50%
IMMO MARIAL S.À R.L. Leudelange Real estate development 50%
JFK REAL ESTATE S.À R.L. Luxembourg Real estate development 57.45%
M1 SA Luxembourg Real estate development 33.33%
M7 S.À R.L. Leudelange Real estate development 33.33%
THE ROOTS REAL ESTATE S.À R.L. Luxembourg Real estate development 50%
THE ROOTS OFFICE S.À R.L. Luxembourg Real estate development 50%
Poland
CAVALLIA SP. Z O.O. Warsaw Real estate development 50%
BPI CHMIELNA SP. Z O.O. Warsaw Real estate development 50%
AFRICA
Tunisia
BIZERTE CAP 3000 SA and its subsidiary Tunis Investments & Holding 20%

ASSOCIATED ENTITIES CONSOLIDATED USING THE EQUITY METHOD IN 2023

NAME HEAD OFFICE OPERATING SEGMENT GROUP
INTEREST %
EUROPE
Belgium
EUROPEA HOUSING SA Brussels Real estate development 33%
MALL OF EUROPE SA Brussels Real estate development 1.5%
HOFKOUTER NV Zwijndrecht Construction & Renovation 35%
LUWA SA Wierde Investments & Holding 12%

ALTERNATIVE PERFORMANCE MEASURES RECONCILIATION

As shown below, the CFE group uses alternative performance measures to assess the group's financial performance. The definitions of those performance measures are presented in the 'Definition' section of this report.

The net financial debt, EBITDA, return on equity and debt ratio, have been computed using the consolidated statement of income and the consolidated statement of financial position :

Net financial debt
Year ended 31 December 2024 (in € thousands)
Real Estate Multi
technics
Construction
& Renovation
Investments
& Holding
Eliminations
between
segments
Consolidated
total
Non-current borrowings from consolidated companies of
the group (*)
40,000 0 0 0 (40,000) 0
+ Non-current financial liabilities 31,690 26,158 19,477 107,505 0 184,830
+ Current financial liabilities 18,490 6,086 5,462 337 0 30,375
+ Internal cash position - Cash pooling - liabilities (*) 22,222 4,555 17,982 265,769 (310,528) 0
Financial liabilities 112,402 36,799 42,921 373,611 (350,528) 215,205
- Non-current loans to consolidated companies of the
group (*)
0 0 0 (40,000) 40,000 0
- Cash and cash equivalents (7,230) (2,533) (80,300) (83,447) 0 (173,510)
- Internal cash position - Cash pooling - assets (*) (9,774) (59,768) (218,449) (22,537) 310,528 0
Cash and cash equivalents (17,004) (62,301) (298,749) (145,984) 350,528 (173,510)
Net financial debt 95,398 (25,502) (255,828) 227,627 0 41,695
Net financial debt
Year ended 31 December 2023 (in € thousands)
Real
Estate
Multi
technics
Construction
& Renovation
Investments
& Holding
Eliminations
between
Consolidated
total
Non-current borrowings from consolidated companies of
the group (*)
40,000 0 4,000 0 segments
(44,000)
0
+ Non-current financial liabilities 53,424 26,054 18,838 92,649 0 190,965
+ Current financial liabilities 10,341 5,835 4,951 35,267 0 56,394
+ Internal cash position - Cash pooling - liabilities (*) 18,435 14,386 9,368 209,823 (252,012) 0
Financial liabilities 122,200 46,275 37,157 337,739 (296,012) 247,359
- Non-current loans to consolidated companies of the
group (*)
0 0 0 (44,000) 44,000 0
- Cash and cash equivalents (4,390) (3,249) (78,045) (68,408) 0 (154,092)
- Internal cash position - Cash pooling - assets (*) (17,749) (42,529) (167,981) (23,753) 252,012 0
Cash and cash equivalents (22,139) (45,778) (246,026) (136,161) 296,012 (154,092)

(*) These account balances relate to the cash positions with regard to group entities belonging to other group operating segments (mainly CFE SA and CFE Contracting SA).

Working capital requirement
Year ended 31 December (in € thousands)
2024 2023
Inventories 141,375 161,844
+ Trade and other operating receivables 265,481 313,580
+ Contracts assets 62,696 68,411
+ Other current non-operating assets 7,329 5,637
- Trade and other operating receivables (289,176) (317,761)
- Current tax liabilities (6,342) (9,358)
- Contracts liabilities (208,844) (201,618)
- Other current non-operating liabilities (58,719) (71,604)
Working capital requirement (86,200) (50,869)

Message from the Chairman and CEO Our ambitions and achievements Management report Sustainability statements Financial statements

EBITDA 2024 2023
Year ended 31 December (in € thousands)
Income from operating activities 28,037 28,185
Depreciation and amortisation of intangible assets and property, plant and
equipment
21,832 21,348
Consolidated EBITDA 49,869 49,533
Return on equity (ROE)
Year ended 31 December (in € thousands)
2024 2023
Equity - share of the group, at opening 236,770 224,653
Net result - share of the group 23,963 22,779
Return on equity (ROE) 10.1% 10.1%
Capital employed
Year ended 31 December (in € thousands)
2024 2023
Net financial debt 41,695 93,267
Equity - share of the group 247,768 236,770
Capital employed 289,463 330,037
Debt ratio
Year ended 31 December (in € thousands)
2024 2023
Net financial debt 41,695 93,267
Capital employed 289,463 330,037
Debt ratio 14.4% 28.3%

The capital employed from the real estate development segment has been computed using the consolidated statement of financial position and the consolidated statement of income per segment :

Capital employed – Real Estate Development
Year ended 31 December (in € thousands)
2024 2023
Equity - real estate development segment 160,328 159,141
Net financial debt - real estate development segment 95,398 100,061
Capital employed 255,726 259,202
Return on equity (ROE) - Real Estate Development
Year ended 31 December (in € thousands)
2024 2023
Equity, at opening - Real Estate Development 159,141 118,749
Net result from continuing operations - share of the group - Real Estate Development 8,023 11,669

STATEMENT ON THE TRUE AND FAIR NATURE OF THE FINANCIAL STATEMENTS AND THE TRUE AND FAIR NATURE OF THE PRESENTATION IN THE MANAGEMENT REPORT

Article 12, paragraph 2, 3° of the Royal Decree of 14.11.2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market)

We certify, in the name and on behalf of Compagnie d'Entreprises CFE SA and on that company's responsibility, that, to our knowledge,

    1. the financial statements, prepared in accordance with the applicable accounting standards, give a true and fair view of the assets, financial position and results of Compagnie d'Entreprises CFE SA and of the companies included in its scope of consolidation;
    1. the management report contains a true and fair presentation of the business, results and position of Compagnie d'Entreprises CFE SA and of the companies included in its scope of consolidation, along with a description of the main risks and uncertainties to which they are exposed.

SIGNATURES

Name : Fabien De Jonge Raymund Trost *Acting on behalf of a BV/SRL *Acting on behalf of a BV/SRL

Role : Chief Financial Officer Chief Executive Officer and Chairman of the Executive Committee

Date : 17 March 2025

GENERAL INFORMATION ABOUT THE COMPANY

Company name : Compagnie d'Entreprises CFE
Head office : Avenue Edmond Van Nieuwenhuyse
30, 1160 Bruxelles
(Belgium)
Telephone : + 32 2 661 12 11
Legal form : Public limited company (société anonyme (SA))
Incorporated under Belgian law
Date of incorporation : 21 June 1880
Duration : Indefinite
Accounting period : From 1 January to 31 December
Trade Register entry : RPM Brussels 0400 464 795 – VAT 400.464.795
Place where legal documentation can be consulted : Head office

CORPORATE PURPOSE (ARTICLE 2 OF THE ARTICLES OF ASSOCIATION)

" The purpose of the company is to study and execute any work or construction within each and every of its specialist areas, in particular electricity and the environment, in Belgium or abroad, singly or jointly with other natural or legal persons, for its own account or on behalf of third parties belonging to the public or private sector.

It may also perform services related to these activities, directly or indirectly operate them or license them out or carry out any purchase, sale, rent or lease operation whatsoever in respect of such undertakings.

It may directly or indirectly acquire, hold or sell equity interests in any company or undertaking existing now or in the future by way of acquisition, merger, spin-off or any other means.

It may carry out any commercial, industrial, administrative or financial operations or operations involving movable or immovable property that are directly or indirectly related to its purpose, even partially, or that could facilitate or develop that purpose, either for itself or for its subsidiaries.

The general meeting may change the corporate purpose subject to the conditions specified in Article five hundred and fifty-nine of the Belgian Companies Code. "

Independent auditor's report to the general meeting of Compagnie d'Entreprises CFE SA/ Aannemingsmaatschappij CFE NV for the year ended 31 December 2024

In the context of the statutory audit of the Consolidated Financial Statements) of Compagnie d'Entreprises CFE SA/Aannemingsmaatschappij CFE NV (the "Company") and its subsidiaries (together the "Group"), we report to you as statutory auditor. This report includes our opinion on the consolidated statement of financial position as at 31 December 2024, the consolidated statement of income and consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cashflows for the year ended 31 December 2024 and the disclosures including material accounting policy information (all elements together the "Consolidated Financial Statements") as well as our report on other legal and regulatory requirements. These two reports are considered one report and are inseparable.

We have been appointed as statutory auditor by the shareholders' meeting of 2 May 2024, in accordance with the proposition by the Board of Directors following recommendation of the Audit Committee. Our mandate expires at the shareholders' meeting that will deliberate on the Consolidated Financial Statements for the year ending 31 December 2026. We performed the audit of the Consolidated Financial Statements of the Group during 4 consecutive years.

Report on the audit of the Consolidated Financial Statements

Unqualified opinion

We have audited the Consolidated Financial Statements of Compagnie d'Entreprises CFE SA/Aannemingsmaatschappij CFE NV, that comprise of the consolidated statement of financial position on 31 December 2024, the consolidated statement of income and consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cashflows of the year and the disclosures including, material accounting policy information, which show a consolidated balance sheet total of € 1.101.747.000 and of which the consolidated income statement shows a profit for the year of € 23.963.000.

In our opinion, the Consolidated Financial Statements give a true and fair view of the consolidated net equity and financial position as at 31 December 2024, and of its consolidated results for the year then ended, prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("IFRS") and with applicable legal and regulatory requirements in Belgium.

Basis for the unqualified opinion

We conducted our audit in accordance with International Standards on Auditing ("ISA's") applicable in Belgium. In addition, we have applied the ISA's approved by the International Auditing and Assurance Standards Board ("IAASB") that apply at the current year-end date and have not yet been approved at national level. Our responsibilities under those standards are further described in the "Our

responsibilities for the audit of the Consolidated Financial Statements" section of our report.

We have complied with all ethical requirements that are relevant to our audit of the Consolidated Financial Statements in Belgium, including those with respect to independence.

We have obtained from the Board of Directors and the officials of the Company the explanations and information necessary for the performance of our audit and we believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Consolidated Financial Statements of the current reporting period.

These matters were addressed in the context of our audit of the Consolidated Financial Statements as a whole and in forming our opinion thereon, and consequently we do not provide a separate opinion on these matters.

Revenue recognition and contract accounting (segments Construction & Renovation and Multitechnics)

Description of the key audit matter

For the majority of its contracts (hereafter the "contracts" or the "projects"), the Group recognizes revenue and profit on the stage of completion based on the proportion of contract

costs incurred for the work performed to the balance sheet date, relative to the estimated total costs of the contract at completion. The recognition of revenue and profit therefore relies on estimates in respect of the forecasted total costs on each contract. Cost contingencies may also be included in these estimates to take into account specific uncertain risks, or disputed claims against the Group. The revenue of contracts may also include variations and claims, which are recognized on a contract-by-contract basis when the additional revenue can be measured reliably.

Revenue recognition and contract accounting often involves a high degree of judgment due to the complexity of projects, uncertainty about costs to complete and uncertainty about the outcome of discussions with clients on variation orders and claims. This is a key audit matter because there is a high degree of risk and related management judgement in estimating the amount of revenue and associated profit or loss to be recognized, and changes to these estimates could give rise to important variances.

Summary of the procedures performed

  • We obtained an understanding of the process related to the contract follow-up, the revenue and margin recognition and when applicable the provisions for losses at completion, and we considered the design and implementation of the related key internal controls, including management review controls.
  • Based on quantitative and qualitative criteria, we selected a sample of contracts to challenge the most significant and complex project estimates and judgments. As part of this testing, we gained an understanding of the current status and history of the projects, and discussed the judgments inherent to these projects with senior executive and financial management. We analyzed differences with prior project estimates and assessed consistency with the developments of the project during the year.
  • We determined the proper calculation of the percentage of completion and the related revenue and margin recognized for a sample of projects.
  • We compared the financial performance of projects against budget and historical trends.
  • We completed site visits for certain projects, observed the stage of completion of these projects, and discussed with site personnel the status and complexities of the project that could impact its' total forecasted cost.
  • We analyzed correspondence with customers around variation orders and claims and considered whether this

information is consistent with the estimates made by management.

  • We inspected selected contracts for key clauses. We identified relevant contractual clauses impacting the (un)bundling of contracts, delay penalties, bonuses or success fees, and we assessed whether these key clauses have been appropriately reflected in the amounts recognized in the Consolidated Financial Statements.
  • We assessed the adequacy of the information disclosed in notes 2 and 17 to the Consolidated Financial Statements.

Revenue recognition and valuation of inventories (Real Estate Development segment)

Description of the key audit matter

The valuation of the land positions and the incurred constructions costs for residential property developments are based on the historical cost or lower net realizable value. The assessment of the net realizable values involves assumptions relating to future market developments, permit decisions of governmental bodies, discount rates and future changes in costs and selling prices. These estimates are sensitive to scenarios and assumptions used and involve as such significant management judgement. Risk exists that potential impairments of inventories are not appropriately accounted for in the Consolidated Financial Statements.

Revenues and results are recognized to the extent that components (housing units) have been sold and based on the percentage of completion of the development. The recognition of revenue and profit therefore relies on estimates in relation to the forecast total costs on each project. This often involves a high degree of judgment due to the complexity of projects and uncertainty about costs to complete. This is a key audit matter because there is a high degree of risk associated with estimating the amount of revenue and related profit to be recognized for the period, and changes to these estimates could give rise to important variances.

Summary of the procedures performed

  • We obtained an understanding of the process related to the contract follow-up, the revenue and margin recognition, and we considered the design and implementation of the related key internal controls, including management review controls.
  • We have selected a sample of project developments and verified the costs incurred to date for land

purchases and work in progress. We also recalculated the percentage of completion at balance sheet date, agreed sales values to contracts, and verified the accuracy of the revenue recognition formula.

  • We performed an assessment of the calculations of net realizable values and challenged the reasonableness and consistency of the assumptions and model used by management.
  • We evaluated the financial performance of specific projects against budget and historical trends, specifically in view of assessing the reasonableness of the costs to complete.
  • We assessed the adequacy of the information disclosed in notes 2 and 18 to the Consolidated Financial Statements.

Responsibilities of the Board of Directors for the preparation of the Consolidated Financial Statements

The Board of Directors is responsible for the preparation of the Consolidated Financial Statements that give a true and fair view in accordance with the IFRS Accounting Standards and with applicable legal and regulatory requirements in Belgium and for such internal controls relevant to the preparation of the Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of Consolidated Financial Statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, and provide, if applicable, information on matters impacting going concern, The Board of Directors should prepare the financial statements using the going concern basis of accounting, unless the Board of Directors either intends to liquidate the Company or to cease business operations, or has no realistic alternative but to do so.

Our responsibilities for the audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance whether the Consolidated Financial Statements are free from material misstatement, whether due to fraud or error, and to express an opinion on these Consolidated Financial Statements based on our audit. Reasonable assurance is a high level of assurance, but not a guarantee that an audit conducted in accordance with the ISA's will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and considered material if, individually or in the aggregate, they could reasonably be

expected to influence the economic decisions of users taken on the basis of these Consolidated Financial Statements.

In performing our audit, we comply with the legal, regulatory and normative framework that applies to the audit of the Consolidated Financial Statements in Belgium. However, a statutory audit does not provide assurance about the future viability of the Company and the Group, nor about the efficiency or effectiveness with which the board of directors has taken or will undertake the Company's and the Group's business operations. Our responsibilities with regards to the going concern assumption used by the board of directors are described below.

As part of an audit in accordance with ISA's, we exercise professional judgment and we maintain professional skepticism throughout the audit. We also perform the following tasks:

  • identification and assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error, the planning and execution of audit procedures to respond to these risks and obtain audit evidence which is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatements resulting from fraud is higher than when such misstatements result from errors, since fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtaining insight in the system of internal controls that are relevant for the audit and with the objective to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
  • evaluating the selected and applied accounting policies, and evaluating the reasonability of the accounting estimates and related disclosures made by the Board of Directors as well as the underlying information given by the Board of Directors;
  • conclude on the appropriateness of the Board of Directors' use of the going-concern basis of accounting, and based on the audit evidence obtained, whether or not a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's or 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 auditor's report to the related disclosures in the

Consolidated Financial Statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on audit evidence obtained up to the date of the auditor's report. However, future events or conditions may cause the Company to cease to continue as a going-concern;

• evaluating the overall presentation, structure and content of the Consolidated Financial Statements, and evaluating whether the Consolidated Financial Statements reflect a true and fair view of the underlying transactions and events.

We communicate with the Audit Committee within the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the audits of the subsidiaries. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities.

We provide the Audit Committee within the Board of Directors with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee within the Board of Directors, we determine those matters that were of most significance in the audit of the Consolidated Financial Statements of the current period and are therefore the key audit matters. We describe these matters in our report, unless the law or regulations prohibit this.

Report on 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' report on the Consolidated Financial Statements and other information included in the annual report.

Responsibilities of the auditor

In the context of our mandate and in accordance with the additional standard to the ISA's applicable in Belgium, it is our responsibility to verify, in all material respects, the Board of Directors' report on the Consolidated Financial Statements and the other information included in the annual report, as well as to report on these matters.

Aspects relating to Board of Directors' report

The Board of Directors' report on the Consolidated Financial Statements contains the consolidated sustainability information that is subject to our separate limited assurance report. This section does not cover the assurance on the consolidated sustainability information included in the Board of Directors' report.

In our opinion, after carrying out specific procedures on the Board of Directors' report, the Board of Directors' report is consistent with the Consolidated Financial Statements and has been prepared in accordance with article 3:32 of the Code of companies and associations.

In the context of our audit of the Consolidated Financial Statements, we are also responsible to consider whether, based on the information that we became aware of during the performance of our audit, the Board of Directors' report and other information included in the annual report, being:

• Key financial figures

contain any material inconsistencies or contains information that is inaccurate or otherwise misleading. In light of the work performed, there are no material inconsistencies to be reported.

Independence matters

Our audit firm and our network have not performed any services that are not compatible with the audit of the Consolidated Financial Statements and have remained independent of the Company during the course of our mandate.

The fees related to additional services which are compatible with the audit of the Consolidated Financial Statements as referred to in article 3:65 of the Code of companies and associations were duly itemized and valued in the notes to the Consolidated Financial Statements.

European single electronic format ("ESEF")

4 In accordance with the standard on the audit of the conformity of the financial statements with the European single electronic format (hereinafter "ESEF"), we have carried out the audit of the compliance of the ESEF format with the regulatory technical standards set by the European

Delegated Regulation No 2019/815 of 17 December 2018 (hereinafter: "Delegated Regulation").

The Supervisory Board 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 (hereinafter 'the digital consolidated financial statements') included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/en/data-portal).

It is our responsibility to obtain sufficient and appropriate supporting evidence to conclude that the format and markup language of the digital consolidated financial statements comply in all material respects with the ESEF requirements under the Delegated Regulation.

Based on the work performed by us, we conclude that the format and tagging of information in the digital consolidated financial statements of the Compagnie d'Entreprises CFE SA/ Aannemingsmaatschappij CFE NV per 31 December 2024 included in the annual financial report available on the portal of the FSMA (https://www.fsma.be/ en/data-portal) are, in all material respects, in accordance with the ESEF requirements under the Delegated Regulation.

Other communications.

• This report is consistent with our supplementary declaration to the Audit Committee as specified in article 11 of the regulation (EU) nr. 537/2014.

Diegem, 28 March 2025

EY Bedrijfsrevisoren BV Statutory auditor Represented by

Marnix Van Dooren * Partner *Acting on behalf of a BV/SRL

PARENT COMPANY FINANCIAL STATEMENTS

PARENT COMPANY STATEMENTS OF FINANCIAL POSITION AND COMPREHENSIVE INCOME (BEGAAP)

Year ended 31 December
(in € thousands)
2024 2023
Start-up costs 0 0
Non-current assets 314,109 310,461
Intangible assets 82 112
Property, plant and equipment 1,427 1,611
Financial assets 312,600 308,739
- Related parties 312,595 308,732
- Other 5 7
Current assets 104,415 86,221
Receivables at more than 1 year 0 0
Inventories and work in progress 0 0
Receivables at up to 1 year 10,520 8,892
- Trade receivables 6,590 7,319
- Other receivables 3,930 1,573
Cash investments 5,065 5,009
Cash equivalents 82,870 67,961
Prepaid expenses 5,960 4,359
Total assets 418,524 396,682
Equity 139,043 142,322
Share capital 8,136 8,136
Share premium 116,662 116,662
Revaluation surplus 0 0
Reserves 6,274 6,274
Retained earnings/(losses) 7,972 11,251
Provisions and deferred taxes 3,988 4,006
Liabilities 275,492 250,353
Non-current liabilities 105,355 90,408
Current liabilities 166,257 156,923
- Current portion of amounts payable after more than one year falling due within one
year
53 53
- Financial debt 0 35,000
- Trade payables 4,947 5,241
- Tax liabilities, social liabilities and down payments on orders 894 922
- Other payables 160,363 115,707
Prepaid income 3,880 3,022
Total equity and liabilities 418,524 396,682
Year ended 31 December
(in € thousands)
2024 2023
RESULT
Sales of goods and services 17,854 19,632
Costs of goods sold and services provided (22,009) (22,653)
- Merchandise (76) (225)
- Services and other goods (16,022) (15,127)
- Remuneration and social security payments (5,500) (6,321)
- Depreciation, amortisation, impairment and provisions (181) 315
- Other (230) (1,295)
Operating income (4,155) (3,021)
Financial income 21,869 23,351
Financial expenses (11,063) (9,268)
Result before tax 6,651 11,062
Tax (current and adjustments) (9) (9)
Result for the period 6,642 11,053
APPOPRIATION OF INCOME
Result for the period 6,642 11,053
Retained earnings from previous period 11,251 10,954
Dividend (9,921) (9,921)
Legal reserve 0 0
Other reserves 0 (835)
Retained earnings carried forward 7,972 11,251

ANALYSIS OF STATEMENTS OF FINANCIAL POSITION AND COMPREHENSIVE INCOME

As of December 31, 2024, non-current liabilities amount to € 105 million and include amounts drawn down on the confirmed bilateral credit facilities (€75 million) and €30 million in medium-term treasury notes.

Financial results mainly include the proceeds of dividends paid by BPI Real Estate Belgium SA (€8 million), Green Offshore NV (€8.175 million) partially compensated by corporate financial charges.

GENERAL INFORMATION ABOUT THE COMPANY

Registered office:

Avenue Edmond Van Nieuwenhuyse 30, 1160 Brussels RLP Brussels n° 0400.464.795 Email address: [email protected] Website: https://www.cfe.be

Date of incorporation, latest amendments to the articles of association

The Company was incorporated by notarial deed of 21 June 1880, published in the Annexes to the Moniteur Belge of 27 June 1880 under number 911, of which the articles of association have been amended several times, most recently by notarial deed of 2 May 2024, published in extracts in the Annexes to the Moniteur Belge of 6 June 2024 under number 24085750.

Duration of the Company

Unlimited

Company form - Applicable law

Public Limited Company incorporated under Belgian law

Purpose of the Company

The purpose of the company is to study and provide any work or construction within each and every of its specialist areas, in particular electricity and the environment, in Belgium and abroad, singly or jointly with other natural or legal persons, for its own account or on behalf of third parties belonging to the public or private sector. It may also perform services related to these activities, directly or indirectly operate them or license them out or carry out any purchase, sale, rent or lease operation whatsoever in respect of such undertakings.

It may directly or indirectly acquire, hold or sell equity interests in any company or undertaking existing now or in the future by way of acquisition, merger, spin-off or any other means.

It may carry out any commercial, industrial, administrative or financial operations or operations involving movable or immovable property that are directly or indirectly related to its purpose, even partially, or that could facilitate or develop that purpose, either for itself or for its subsidiaries.

The company's share capital

Issued capital

At the end of the financial year, the Company's share capital amounted to € 8,135,621.14, divided into 25,314,482 shares, with no declared par value. All shares are fully paid up.

Authorised capital

In virtue of the decision of the extraordinary general meeting of shareholders of 2 May 2024, the Board of Directors is authorised, in the five-year period of the publication of the amendment to the articles of association of 6 June 2022,, to increase the Company's capital – in one or more operations – by up to a maximum amount of € 3,000,000 (excluding the premium on resignation).. In virtue of the decision of the extraordinary general meeting of shareholders of 29 June 2022, the Board of Directors may also make use of the authorised capital, in the event of a public bid for the shares issued by the Company, on the conditions and within the limits of Article 7:202 of the CAC. The Board of Directors is allowed to use these powers if the notice of a takeover bid is given to the Company by the Financial Services and Markets Authority (FSMA) not later than three years after the date of the aforementioned extraordinary general meeting.

The capital increases decided upon by virtue of these authorisations may be carried out in accordance with the terms and conditions to be determined by the Board of Directors, and in particular by contributions in cash or in kind, by capitalisation of available or unavailable reserves or of share premiums, with or without the creation of new shares, whether preference shares or not, with or without voting rights, issued below, above or at par value, within the limits permitted by law.

Type of shares

The Company's shares are fully paid up and are registered or in electronic form. Any holder of shares may at any time, at their own expense, request the conversion of their fully paid-up shares into another form, within the limits of the law, suspend ownership, usufruct or bare.

Place where the Company's documents may be consulted

The statutory and consolidated financial statements of the Company are filed with the National Bank of Belgium. The coordinated version of the Company's articles of association can be consulted at the office of the Commercial Court of Brussels, Brussels division. The annual financial report is sent to the registered shareholders and any person who so requests. The coordinated version of the articles of association and the annual financial report are also available on the website (www.cfe.be).

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