Audit Report / Information • Mar 15, 2024
Audit Report / Information
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Untitled th a a 4 There are no restrictions on the üansfer of securiügs in the articles of incorponation of the Company. There are no securities granting special control right to their ho|ders 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 efiect, alter or terminate upon a change of control following a public offering or takeover bid. There are no agreements between the Company and íts board members or employees providing for compensation iÍ they resign or are made redundant without valid reason or ií their employment ceases because of a takeover bid. There have been no tnansactíons canied out under Article 420-26 (6) of the amended Law of 10 August 1915 on commercial companies in relation to the allocation of free shares of the Company. There is no system of control of employee share scheme where the control rlghb are not exercised directly by the employees The Company being a íinancial holding company does not have any diversity policy as delined under Article OPler (!) point g) of the law of 19 December 2002, as amended, however, in substance there is a divensity at alllevels. Rute.s Govemino Amendment§ of the Artlcleg of lncorporatlon Amendments to the Articles of lncorporation are approved by resolution of the extnaordinary general meeting of the shareholders under the conditions of the law. Branches ofthe comoanv The Company has no bnanches. The Directors request that the general meeting discharges the Board and the Audit Committee for the execution of their mandates for the íinancial year ended as at 3,tst December, 2023, Luxembourg, 7h l,Iiarch 2024 chairman of the Board of Directons oí Fotex Holding S.E. ur. oanorvÁlüzEoi 10 SJotoeJ|a jo pJBos e» }o ueull!eL|o 7ZOZ ll"ew mi 6moquJexni •oost Áeui }Bui senuieueoun pue sHsu ied!ou!Jd eut p uo!}duosep 8 "m ieLoe6q .a.s 6u!PioH xe}o] io uoR!Sod eui pue sseu!snq eui io eoueiuoyed pu8 }ueudoi9^ep eui ]o Me!^aj ]!q 8 sopniou! uodQj "aueseueu eu} 'uoR!ppe ui .].s 6u!pioH xe}o] io ssoi Jo }uoJd pue uom§od iB!ouBuij '§e8!iiqB!is}esse ®ü io Mem J!Ü pue enJ} e e^!6 pue dwo 6JnoquJexni ii}!M eouep]oosB u! peiBdejd ueq e^Bu sZoz JequJeoeci Ls io Se Sunoooe ienuue }ueseJd eui 'e6paiMouH Jno io iseq ©ui o} iBu} uuÜuoo eM iuou®}e}§ Ái!i!q!§uod§oü }ueu®BeuBN 1 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 annual accounts Opinion We have audited the annual accounts of Fotex Holding S.E. (the “Company”), which comprise the balance sheet as at 31 December 2023, and the profit and loss account for the year then ended, and Notes to the annual accounts, including a summary of significant accounting policies. In our opinion, the accompanying annual accounts give a true and fair view of the financial position of the Company as at 31 December 2023, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts. 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 annual accounts » section of our report. We are also independent of the Company 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 annual accounts, 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 annual accounts of the current period. These matters were addressed in the context of the audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. 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. Valuation of shares in affiliated undertakings a) Why the matter was considered to be one of the most significant in the audit? We refer to the accounting policy 2.2 “Financial assets” and Note 5. “Financial assets” in the annual accounts. Investments in shares in affiliated undertakings (the “subsidiaries”) amount to EUR 238.8 million (2022: EUR 240.6 million), representing 88.16% (2022: 87.98%) of total assets of the Company at 31 December 2023. The identification of durable impairment indicators and the determination of a value adjustment requires the application of significant judgment by the Board of Directors. The significance of the estimates and judgments involved requires specific audit focus in this area. b) How the matter was addressed during the audit? Our audit procedures over the valuation of shares in affiliated undertakings included, but were not limited to: • We obtained the financial information of the subsidiaries of the Company at year-end and compared the carrying amount of the subsidiaries in the annual accounts of the Company at year-end to the pro-rata net equity of the subsidiaries in the financial information. • In case where the pro-rata net equity of a subsidiary was below its carrying amount and the Board of Directors did not recognize an impairment loss, we challenged the appropriateness of management’s assessment in that respect. • Further we assessed the adequacy and completeness of the disclosures in the Notes to the annual accounts. Other information The Board of Directors is responsible for the other information. The other information comprises the information included in the management report and the Corporate Governance Statement but does not include the annual accounts and our report of “réviseur d’entreprises agréé” thereon. Our opinion on the annual accounts does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the annual accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the annual accounts 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 annual accounts The Board of Directors is responsible for the preparation and fair presentation of annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. 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. The Board of Directors is responsible for presenting the annual accounts in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”). In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’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 Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the annual accounts The objectives of our audit are to obtain reasonable assurance about whether the annual accounts 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 annual accounts. Our responsibility is to assess whether the annual accounts have been prepared in all material respects in accordance with the requirements laid down in the ESEF Regulation. 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 annual accounts, 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 Company’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 Company’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 annual accounts 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 Company to cease to continue as a going concern. 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. • Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation. 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, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the annual accounts 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 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 on Other Legal and Regulatory Requirements We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the Shareholders on 17 April 2023 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is four years. The management report is consistent with the annual accounts and has been prepared in accordance with applicable legal requirements. The Corporate Governance Statement is included in the 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 annual accounts 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 remain independent of the Company in conducting the audit. We have checked the compliance of the annual accounts of the Company as at 31 December 2023 with relevant statutory requirements set out in the ESEF Regulation that are applicable to annual accounts. For the company it relates to: • Annual accounts prepared in a valid xHTML format. In our opinion, the annual accounts of Fotex Holding S.E. as at 31 December 2023, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. Luxembourg,11 March 2024 BDO Audit Cabinet de révision agréé represented by Christoph Schmitt
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