Fotex Holding S.E.

28, avenue Pasteur
L-2310 Luxembourg
R.C.S. Luxembourg B 146.938

Consolidated financial statements as at 31 December 2022

Management report as at 31 December 2022

Management Report ................................................................................................................................. 3
Management Responsibility Statement .................................................................................................. 12
Report of the Réviseur D’Entreprises Agréé .......................................................................................... 13
Consolidated Statement of Financial Position ........................................................................................ 18
Consolidated Statement of Profit or Loss ............................................................................................... 19
Consolidated Statement of Comprehensive Income ............................................................................... 20
Consolidated Statement of Changes in Equity........................................................................................ 21
Consolidated Statement of Cash Flows .................................................................................................. 23
1. General ........................................................................................................................................ 25
2. Significant Accounting Policies .................................................................................................. 26
3. Significant Accounting Judgements, Estimates and Assumptions .............................................. 39
3. Significant Accounting Judgements, Estimates and Assumptions (continued) ........................... 40
4. New and amended standards and interpretations ........................................................................ 41
5. Cash and Cash Equivalents ......................................................................................................... 45
6. Other Financial Assets ................................................................................................................ 45
7. Accounts Receivable and Prepayments ....................................................................................... 46
8. Inventories ................................................................................................................................... 47
9. Property, Plant and Equipment .................................................................................................... 48
10. Investment Properties .................................................................................................................. 50
11. Intangible Assets ......................................................................................................................... 53
12. Goodwill Arising on Acquisition ................................................................................................ 54
13. Accounts Payable, Other Liabilities and Provision ..................................................................... 55
14. Share Capital and Reserves ......................................................................................................... 56
15 Operating Expenses and Gain ..................................................................................................... 57
16. Interest-bearing Loans and Borrowings ...................................................................................... 58
17. Income Tax .................................................................................................................................. 59
18. Revenue ....................................................................................................................................... 62
19. Gain on Disposal of Investment Properties ................................................................................. 63
20 Segment Information ................................................................................................................... 64
21. Financial Risks, Management Objectives and Policies ............................................................... 65
22. Leases .......................................................................................................................................... 68
23. Earnings Per Share ...................................................................................................................... 68
24. Related Party Transactions .......................................................................................................... 69
25. Subsequent Events after the End of the Reporting Period ........................................................... 70
26. Headcount ................................................................................................................................... 70
27. Audit fees .................................................................................................................................... 70
28. Contingent liabilities ................................................................................................................... 70

3 Management Report

Review and development of the group’s business and financial position

The net turnover for the year ended December 31, 2022, was EUR 33,366,480 compared with EUR 28,374,807 for the same period in 2021 representing an increase of EUR 4,991,673 (+17.59%). The net turnover is mainly composed of income from operating a real estate portfolio in Hungary and the Netherlands. The main reason of the increase is the positive impact on the Hungarian portfolio as it recovered from the negative impact of the COVID pandemic experienced in 2020 and 2021. During 2021, the group incorporated a new subsidiary Arany Juhár Időstthon Kft. with the purpose of operating a retirement home on a property already owned by the group. This subsidiary has been included in the consolidated financial statements as of January 1st, 2022. On December 29th, 2022, Fotex Netherlands and FN2, together via a partnership agreement, signed a purchase agreement with Páthé Theatres B.V. to acquire 100% ownership of the Páthé Arena, a cinema complex in Amsterdam at a total cost of Euro 31,942,775. The overall income for the year amounts to EUR 33,366,711 which is impacted by the net sales and the financial revenue (31 December 2021: EUR 28,386,368). The net result for the year is a profit of EUR 7,945,632. No provision is recognised for covering future environment fines or expenditures in 2022.

Principle risks and uncertainties

The Group’s business, financial condition or results can be affected by risks and uncertainties. Management has identified the following risks:
* Change in laws and regulations governing the operations of the Company and its subsidiaries which may affect their business, investments and results of operations
* Foreign currency risk
* Credit risk
* Interest rate risk
* Liquidity risk
* Country risk

The previously identified Economic risk arising from COVID-19 is no longer considered significant by management based on the relatively mild impact upon the group and that restrictions impacting business are no longer in place.

4 Management monitors these risks and applies the following risk management procedures:

Foreign currency (“FX”) risk

Financial instruments that potentially represent risk for the Group include deposits, debtors and credit balances denominated in foreign currency, creditors in foreign currency and deposits in foreign currency other than EUR. The Group’s rental contracts are mostly stipulated in EUR or on EUR basis thus mitigating FX risk associated with non-EUR based revenues. As of 31 December 2022, the Group does not have any open forward transactions.

Credit risk

The Group aims to mitigate lending risk by its careful and continuous debtor portfolio monitoring process and by requiring bank guarantees and collateral. In addition, the Group regularly follows up information about the main debtors in the market. Concentrations of credit risk, with respect to trade accounts receivable, are limited due to the large number of customers and due to the dispersion across geographical areas. Receivable balances are monitored on an ongoing basis. Investments of surplus funds are made only with reliable counterparties and are allocated between more banks and financial institutions in order to mitigate financial loss through potential counterparty failure.

Interest rate risk

In order to mitigate the interest rate risk, the Group uses mainly fixed rate loans. As of the year end the group has one fixed interest loan at an interest rate of 1.79% p.a.

Liquidity risk

Liquidity risk is monitored as follows:
* Monitoring daily available deposited and free cash by entity.
* Monitoring weekly cash flows by entity.
* As part of the management information system, the Group monitors the operations of each entity on a monthly basis.
* The Group monitors its long-term cash flows in order to match the maturity patterns of its assets and liabilities.

Country risk

The Group has operations in Luxembourg, in the Netherlands and in Hungary. By the geographical diversification of the operations, the Group mitigates the effects of country risk. The Group has not identified any significant risks that may affect the financial performance of Group members associated with the countries in which the Group operates. Further as members of the European Union and the legal structure associated with it, management believes that country risk is not a matter of significant concern.# 5 Internal control and risk management systems in relation to the financial reporting process

The Board of Directors has overall responsibility for ensuring that the Group maintains a sound system of internal controls, including financial, operational and compliance controls. Such a system forms an integral part of the corporate governance strategy of the Company. Internal control procedures help to ensure the proper management of risks and provide reasonable assurance that the business objectives of the Company can be achieved. The internal control procedures are defined and implemented by the Company to ensure:
* the compliance of actions and decisions with applicable laws, regulations, standards, internal rules and contracts;
* the efficiency and effectiveness of operations and the optimal use of the Company’s resources;
* the correct implementation of the Company’s internal processes, notably those to ensure the safeguarding of assets;
* the integrity and reliability of financial and operational information, both for internal and external use;
* that management’s instructions and directions are properly applied; and
* that material risks are properly identified, assessed, mitigated and reported.

Like all control systems, internal controls cannot provide an absolute guarantee that risks of misstatement, losses or human error are fully mitigated or eliminated.

The control environment is an essential element of the Company’s internal control framework, as it sets the tone for the organization. This is the foundation of the other components of internal control, providing discipline and structure.

Regarding the internal controls in the area of accounting and financial reporting, the following should be noted:
* In the context of the ongoing organizational realignment implemented since the Group moved its headquarters to Luxembourg, a greater integration of the financial operations of the parent company and affiliates under a single management structure was established.
* Controls have been established in the processing of accounting transactions to ensure appropriate authorizations for transactions, effective segregation of duties, and the complete and accurate recording of financial information.
* The Company relies on a comprehensive system of financial reporting. Strategic plans, business plans, budgets and the interim and full-year consolidated accounts of the Group are drawn up and brought to the Board for approval. The Board also approves all significant investments. The Board receives monthly financial reports setting out the Company’s financial performance in comparison to the approved budget and prior year figures.
* A clear segregation of duties and assignment of bank mandates between members of management, and the accounting departments is implemented.

Research and development

The Company itself has no research and development activity and the research and development activity carried out through its subsidiaries is not significant.

Share capital

The “dividend preferred shares” carry the same rights as ordinary shares in the event of liquidation or dissolution. They entitle the holder to an annual dividend determined by the General Meeting, but do not carry voting rights. Holders of dividend preferred shares are not entitled to any rights or dividends other than those granted to them by the General Meeting. They are paid once a year. Interim dividends may only be paid if the conditions required for such a distribution are met. All dividend preferred shares are held in treasury.

As at 31 December 2022, the Company held 30,146,110 treasury shares (of which 93.37% - 28,146,110 are ordinary shares and 6.63% - 2,000,000 are dividend preferred shares) at a historic cost of EUR 44,475,740 (31 December 2021: 29,827,482 shares – of which 93.29% - 27,827,482 are ordinary shares and 6.71% - 2,000,000 are dividend preferred shares – at a historic cost of EUR 43,569,317.

During 2022, the Company purchased 318,628 of its ordinary shares (2021: 154,652 shares) on an arm’s length basis.

Significant Events after the end of the reporting period

There were no significant events after the end of the reporting period.

Significant direct and indirect Shareholders

Gábor Várszegi, Chairman of the Board of Fotex, directly or indirectly controls a part of the voting shares of Blackburn International Luxembourg S.á.r.l. (“Blackburn Luxembourg”), a Luxembourg company. Blackburn Luxembourg has a controlling interest in Fotex Holding S.E. As at 31 December 2022 Blackburn Luxembourg controlled 50.35% (31 December 2021: 50.35%) of Fotex Holding S.E.’s voting shares.

Corporate governance

The Company adopts and applies the Ten Principles of Corporate Governance of the Luxembourg Stock Exchange (“Ten Principles”). It reviews the Ten Principles on a yearly basis and from time to time shares the developments with the Luxembourg Stock Exchange as part of a joint follow-up process in order to reduce the number of exceptions.

On December 15th, 2021, the Company updated its Corporate Governance Charter which is disclosed on its website. Its website is continuously updated to publish the most recent information available, concerning especially the financial calendar for information purposes, and the management.

With respect to the directors of the Company, members of the Board of Directors possess a mixture of relevant experience which supports the business model of the Company. More information on this topic, specifically on the profile of the directors, can be found in the "Management" section of the Company's website (www.fotex.lu).

A majority of the directors consists of directors who are independent in accordance with the detailed list of criteria described below in "The Board" chapter. Each director has a sufficient level of independence when carrying out his or her mandate as member of the Board of Directors of the Company. They are elected by the general assembly of the shareholders of the Company, each of them has a proven professional track record and is deemed highly skilled in his/her profession. Considering these circumstances, following their appointment there are no separate induction trainings carried out on behalf of the directors.

With regards to special committees of the Company, due to the investment holding character, the Company is of the opinion that the number of special committees shall be limited in order to achieve optimal efficiency. More specifically, the Company does not have a Nomination Committee. It assesses the necessity of this recommendation, however, given the financial holding nature of the Company, it has been considered such a committee is not necessary. As such, there are no formal recruitment procedures for the appointment of directors, this power is exercised by the Board of Directors along with the general assembly of the shareholders of the Company, for their election.

In addition, no Remuneration Committee has been set-up by the Company. The recommendation is reviewed by the Company from time to time, however, it is its view that due to the financial holding nature of the Company, a Remuneration Committee is not required. The power to determine the remuneration of the members of the Board of Directors is reserved to the shareholders. Accordingly, the Company does not have a remuneration policy, all remuneration allocated by the Company, more specifically tantiemes allocated to directors or members of the Audit Committee, are decided upon by the general assembly of the shareholders, such remuneration in each case representing fixed amounts which do not depend on the performance of the directors, or the Company itself.

As per the Articles of the Association, the Corporate Governance Charter of the Company and the applicable laws, the financial reporting, internal control and risk management are monitored by the Audit Committee of the Company. The rules set out in the Corporate Governance Charter describe the operational method of the Audit Committee. In the organisational structure of the Company, no internal audit function exists.

Ordinary shares issued by the Company are listed on the Luxembourg Stock Exchange. Applicable insider dealing and market manipulation laws prevent anyone with material non-public information about a company dealing in its shares from committing market manipulations. A detailed Dealing Code does not exist, however, directors have a duty to report any transactions in the Company's securities to the Company. Such a report has not been submitted to the Company.

The Group does not have a formal diversity policy in place as all the positions within the Group are awarded to the candidate whose skills and qualifications meet the requirements of the given position to the highest extent.

The Board

The Company is managed by a Board of Directors (the “Board”) composed of a minimum of five and a maximum of eleven members (the “Directors”, each one a “Director”). The Directors shall be appointed by the General Meeting of shareholders of the Company for a maximum period which will end at the Annual General Meeting of the Company to take place during the third year following their appointments. They shall remain in office until their successors are elected. They may be re-elected and they may be dismissed at any time by the General Meeting, with or without cause.In the event that one or several positions on the Board become vacant due to death, resignation or any other cause, the remaining Directors shall select a replacement in accordance with the applicable legal provisions, in which case this appointment shall be ratified at the next General Meeting of the shareholders of the Company.

The Board of Directors has been authorized by the shareholders to manage the day-to-day operations of the Company, as well as to make administrative decisions at the Company. All rights which have not been conferred to the shareholders by the Articles of Association or by the laws remain the competence of the Board of Directors. The Board may decide paying interim dividends as prescribed by law. All long-term pay schemes, plans, or incentive programs relating to the employees of the Company and its subsidiaries, which the Board would like to implement are required to be brought to the General Meeting of the shareholders before approval. The remuneration of members of the Board of Directors shall be fixed by the General Meeting. The Board shall elect a chairman from among its members.

According to the Articles of Association, persons with no legal or financial link to the Company other than their mandate as Director are considered “independent persons”. “Independent persons” does not include persons who:
a) are employed by the Company or its subsidiaries at the time of their appointment as a member of the Board of Directors;
b) carry out remunerated activities for the benefit of the Company or exercise technical, legal or financial duties within the Company;
c) are shareholders of the Company and directly or indirectly hold at least 30% of the voting rights, or are related to such a person;
d) receive financial benefits linked to the Company’s activities or profit;
e) have a legal relationship with a non-independent member of the Company in another company in which the non-independent member has management and supervisory powers.

The Board is composed as follows:

Name	Position
Mr. Gábor VÁRSZEGI	Chairman of the Board
Mr. Dávid VÁRSZEGI	Member of the Board
Mr. Wiggert KARREMAN	Member of the Board
Mr. Martijn J. G. WINDELS	Member of the Board
Mr. Alan J. GRIFFITHS	Member of the Board
Mr. Gábor MOCSKONYI	Member of the Board

The Annual General Meeting of the Company held on 19 April 2022 elected the members of the Board of Directors with a mandate expiring at the Annual General Meeting of shareholders of the Company called to approve the Company’s consolidated financial statements as at 31 December 2022. Each member of the Board of Directors is a high-qualified, honest and acclaimed specialist. The Company publishes the information about the career of the Board of Directors’ members on its website.

The Board of Directors shall be vested with the most extensive powers to manage the affairs of the Company and to carry out all measures and administrative acts falling within the scope of the corporate objectives. Any powers not expressly reserved for the General Meeting by the Articles of Association or by the laws shall fall within the remit of the Board of Directors.

A subsequent General Meeting representing at least 50% of the ordinary shares may establish the limits and conditions applicable to the authorized capital, within the conditions laid down by the law. In this case, the Board of Directors is authorized and mandated to:
* carry out a capital increase, in one or several stages, by issuing new shares to be paid up either in cash, via contributions in kind, the transformation of debt or, subject to the approval of the Annual General Meeting, via the integration of profits or reserves into the capital;
* set the place and date of the issue or of successive issues, the issue price, and the conditions and procedures for subscribing and paying up the new shares;
* abolish or restrict the preferential subscription rights of shareholders with regard to new shares to be issued as part of the authorized share capital.

This authorization is valid for a period of five years from the publication date of the authorization deed and may be renewed by a General Meeting of shareholders for any shares of the authorized capital which have not been issued by the Board of Directors in the meantime.

Following each capital increase carried out and duly recorded according to the legal formalities, the first paragraph of the Articles of Association shall be amended in such a way as to reflect the increase carried out; this amendment shall be recorded in the notarial deed by the Board of Directors or any other authorized person.

Audit Committee

The audit committee of the Company (the “Audit Committee”) shall be composed of a minimum of three and a maximum of five people. The members of the Audit Committee shall be appointed by the General Meeting of shareholders of the Company from the members of the Board deemed to be “independent persons” for a period not exceeding their respective mandates. The Audit Committee shall elect a chairman from among its members. The quorum shall be met at Audit Committee meetings when the members have been validly called to attend and when a minimum of two-thirds or three of its members are present. All of the Committee’s decisions shall be taken by a simple majority vote. In the event of a tied vote, the person presiding over the meeting shall have the casting vote. Members of the audit committee may be re-elected or dismissed at any time by the General Meeting, with or without cause. The Audit Committee reviews the annual report of the Company, controls and evaluates the operation of the financial system and provides its tasks in connection with the Auditor of the Company.

The Audit Committee is composed as follows:

Mr. Alan J. Griffiths (Chairman of the Audit Committee)
Mr. Martijn J. G. Windels (Member of the Audit Committee)
Mr. Wiggert Karreman (Member of the Audit Committee)

The Members of the Audit Committee were appointed at the Annual General Meeting held on 19 April 2022. The mandate of the members of the Audit Committee will expire at the Annual General Meeting of shareholders of the Company called to approve the Company’s annual accounts as at 31 December 2022. No specific remuneration is attributed to the members of the Audit Committee. The Company publishes the resolutions after the General Meeting and ensures the shareholders get to know their content.

Subject to the provisions of the Article 10 of the Articles of Incorporation of the Company, the General Meeting of shareholders has the broadest powers to order, carry out or ratify measures relating to the activities of the Company.

Rules Governing Amendments to the Articles of Incorporation

Amendments to the Articles of Incorporation are approved by resolution at an Extraordinary General Meeting of shareholders under the conditions of the law.

Branches of the Company

The Company has no branches.

Climate change

Management has considered climate-related matters in preparing the financial statements which may be material with respect to the most significant judgements and estimates that management has made. This assessment has concluded that at present, there is no material impact on the business, its assets and liabilities that are effected. In reaching this conclusion management has considered:

The exiting of the crystal production business which commenced in 2019 and the following regeneration of the area occupied by the factory;
The refurbishment policy of the groups investment properties that has been updated to be carbon neutral;
The groups key assets are not located in areas experiencing extreme weather conditions requiring additional expenditure to secure the asset value;
There are no liabilities, contingent or otherwise in the group that need to be recorded as a result of climate change.

Management continues to monitor the situation and will respond accordingly to events and situations warranting attention.

War in Ukraine

Management regularly monitors the ongoing situation and any potential impact on its business arising from the war in Ukraine. As part of this monitoring management considers:

Compliance with sanctions imposed since the invasion.
Any financial impact on its tenants and other businesses arising either from sanctions imposed or business interruption consequences.

Based on this, Management has concluded that, to the best of its knowledge, it is in compliance with sanctions imposed and, as yet the group has not experienced any direct adverse business effects on the operations of the group arising from the situation in Ukraine.

Other Disclosures

There are no agreements with shareholders which are known to the Company and may result in restrictions on the transfer of securities or voting rights within the meaning of the 2004/109/EC directive (transparency directive). There are no restrictions on the transfer of securities in the Articles of Incorporation of the Company. There are no securities granting special control right to their holders and there are no restrictions on voting rights of the ordinary shares. There are no significant agreements to which the Company is party to and which would take effect, alter or terminate upon a change of control following a public offering or takeover bid. There are no agreements between the Company and its Board members or employees providing for compensation if they resign or are made redundant without valid reason or if their employment ceases because of a takeover bid.

Own share purchases

The company operates a share buyback program which is carried out as part of the company deploying capital into investments it considers to be in the best interest of the company, whilst also offering a floor to the share price. The program also provides additional liquidity to facilitate, in the best interest of all shareholders, the smooth trading in the shares.

BDO Audit, Société Anonyme R.C.S.# BDO Audit, Société Anonyme R.C.S. Luxembourg B 147.570 TVA LU 23425810

BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.

REPORT OF THE REVISEUR D’ENTREPRISES AGREE

To the Shareholders of Fotex Holding S.E.
28, avenue Pasteur
L-2310 Luxembourg

Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the consolidated financial statements of Fotex Holding S.E. and its subsidiaries (the “Group”), which comprise the consolidated statement of financial position as at 31 December 2022, and the consolidated income statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 31 December 2022, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

Basis for Opinion

We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on Auditing (“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (“CSSF”). Our responsibilities under the EU regulation N° 537/2014, the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of “réviseur d’entreprises agréé” for the Audit of the Consolidated Financial Statements » section of our report.

We are also independent of the Group in accordance with the International Code of Ethics for Professional Accountants, including International Independence Standards, issued by the International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with the ethical requirements that are relevant to our audit of the consolidated financial statements, and have fulfilled our other ethical responsibilities under those ethical requirements.

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

Fair Value of Investment Properties

a) Why the matter was considered to be one of most significant in the audit?

We refer to the accounting policies 2. “Investment properties”, 3. “Significant Accounting Judgements, Estimates and Assumptions”, and Note 10. “Investment Properties”, in the consolidated financial statements of Fotex Holding S.E. As of 31 December 2022 the Group held a portfolio of investment properties with a carrying amount of EUR 129,855,321 (2021: EUR 105,489,748) and respective fair value of EUR 331,498,130 (2021: EUR 324,648,352). The Group’s investment properties are comprised of office, retail outlets, warehouses, land and other real estate properties. In accordance with the Group’s accounting policy, subsequent to the initial recognition the investment properties are carried at cost and depreciated systematically, except for land, over their useful economic life. The Group determines and presents in Note 10. the fair value of its investment properties in accordance with the provisions of IAS 40.79 (e). Determining the fair value of investment properties is complex and incorporates numerous assumptions and parameters (notably yields, estimated market rents, discount and capitalization rates) relevant to measurement that involve considerable estimation uncertainties and judgment. The significance of the estimates and judgments involved, together with the fact that only a small percentage difference in individual investment property valuation, when aggregated, could result in a material misstatement in the note disclosure, warrants specific audit focus in this area.

b) How the matter was addressed during the audit?

Our audit procedures over the fair value of Investment Properties as disclosed in Note 10. of the consolidated financial statements included, but were not limited to:

We assessed that the valuation techniques applied are appropriate in the context of the applicable financial reporting framework (IFRSs) and applied consistently.
Where an external appraiser has been used, we have evaluated the competence, capabilities and objectivity of the external appraiser and read the terms of engagement to determine whether there were any matters that might have affected the objectivity or limited the scope of work of the external appraiser.
For a sample of investment properties, we reconciled the inputs (such as actual rents with current tenancy schedules) used in the valuation models with the respective lease agreements and other relevant documentation.
We involved our own valuation expert and considered the appropriateness and consistency of the assumptions used by management or the external appraiser in the valuation models by benchmarking the key assumptions and parameters used for measurement, such as yield, estimated market rents, discount and capitalization rate, and any planned refurbishment costs to comparable market data for a sample of investment properties.
Further we assessed the adequacy and completeness of the disclosures of investment properties in the notes to the consolidated financial statements, pursuant to IAS 40.75 and IAS 40.79 and IFRS 13.

Other information

The Board of Directors is responsible for the other information.# Other Information

The other information comprises the information included in the consolidated management report and the Corporate Governance Statement but does not include the consolidated financial statements and our report of “réviseur d’entreprises agréé” thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors and Those Charged with Governance for the Consolidated Financial Statements

The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs as adopted by the European Union, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is responsible for presenting the consolidated financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”). In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process.

Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the Consolidated Financial Statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a report of “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. Our responsibility is to assess whether the consolidated financial statements have been prepared in all material respects with the requirements laid down in the ESEF Regulation.

BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810

As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

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

We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance 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, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, 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 law or regulation precludes public disclosure about the matter.

BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810

Report on Other Legal and Regulatory Requirements

We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 19 April 2022 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is three years.

The consolidated management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements. The Corporate Governance Statement is included in the consolidated management report.

The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the commercial and companies register and on the accounting records and annual accounts of undertakings, as amended, is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.

We confirm that the audit opinion is consistent with the additional report to the audit committee or equivalent. We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014 were not provided and that we remained independent of the Group in conducting the audit.

We have checked the compliance of the consolidated financial statements of the Group as at 31 December 2022 with relevant statutory requirements set out in the ESEF Regulation that are applicable to financial statements. For the Group it relates to:

Consolidated financial statements prepared in a valid xHTML format;
The XBRL markup of the consolidated financial statements using the core taxonomy and the common rules on markups specified in in the ESEF Regulation.

In our opinion, the consolidated financial statements of Fotex Holding S.E. as at 31 December 2022, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.

Luxembourg, 2nd March, 2023

BDO Audit
Cabinet de révision agréé

represented by
Christoph Schmitt

Fotex Holding S.E.# Fotex Holding S.E. and Subsidiaries Consolidated Statement of Financial Position

Figures in EUR

	Note	31 December 2022	31 December 2021
Assets
Current Assets:
Cash and short-term deposits	5	83,656,881	110,417,472
Current portion of other financial assets	6	808,641	968,473
Accounts receivable and prepayments	7	4,543,727	5,637,337
Inventories	8	3,997,154	3,791,322
Total current assets		93,006,403	120,814,604
Non-current Assets:
Property, plant and equipment	9	6,784,312	2,968,304
Right-of-use assets		-	45,688
Investment properties	10	129,855,321	105,489,748
Deferred tax assets	17	330,319	131,301
Intangible assets	11	1,620,183	1,872,016
Non-current portion of other financial assets	6	3,054,705	2,131,812
Goodwill arising on acquisition	12	7,685,794	7,685,794
Total non-current assets		149,330,634	120,324,663
Total assets		242,337,037	241,139,267
Liabilities and Shareholders’ Equity
Current Liabilities:
Interest-bearing loans and borrowings	16	47,036,021	1,607,347
Provision		-	45,918
Accounts payable and other liabilities	13	8,706,560	10,041,902
Total current liabilities		55,742,581	11,695,167
Non-current Liabilities:
Interest-bearing loans and borrowings	16	-	46,938,502
Other long-term liabilities	13	3,083,691	3,041,947
Deferred tax liability	17	5,563,120	5,467,059
Total non-current liabilities		8,646,811	55,447,508
Shareholders’ Equity:
Issued capital	14	30,543,933	30,543,933
Additional paid-in capital		25,495,008	25,495,008
Retained earnings		174,960,731	167,015,099
Translation difference		(8,592,511)	(5,502,729)
Treasury shares, at cost	14	(44,475,740)	(43,569,317)
Equity attributable to equity holders of the parent company		177,931,421	173,981,994
Non-controlling interests in consolidated subsidiaries		16,224	14,598
Total shareholders’ equity		177,947,645	173,996,592
Total liabilities and shareholders’ equity		242,337,037	241,139,267