Luxempart — Annual Report 2023

Mar 29, 2024

Statutory account 2023 VF 1 2023

CONTENTS

Statutory annual accounts
REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ ...................................................P. 3
BALANCE SHEET AT 31 DECEMBER 2023 ......................................................................P. 8
PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2023 .......................................................................................................... .P.10
NOTES TO THE ANNUAL ACCOUNTS AT 31 DECEMBER 2023 ............................................................................................................P.11
MANAGEMENT REPORT ..........................................................................................................P.21

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To the Shareholders of Luxempart S.A.

12, rue Léon Laval
L-3372 Leudelange

REPORT OF THE RÉVISEUR D’ENTREPRISES AGRÉÉ

Report on the audit of the annual accounts

Opinion

We have audited the annual accounts of Luxempart S.A. (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.

Impairment of financial fixed assets

a) Why the matter was considered to be one of most significance in our audit of the annual accounts for the year ended 31 December 2023

Refer to Note 3.C SignificantAccounting Policies for financial fixed assets, Note 5 Financial fixed assets and Note 13 Value adjustments in respect of financial assets of the annual accounts.

The Company holds financial fixed assets which are measured at historical acquisition price less permanent impairment in accordance with Luxembourg legal and regulatory requirements relating to the preparation and presentation of annual accounts. Management performs impairment tests to assess whether the fair value of each of those financial fixed assets is at least equal to their respective carrying value. Those financial fixed assets represent 95% of total assets, and 78% of financial fixed assets are investments for which the fair value is not determined by reference to a quoted price (“non-quoted investments”). For non-quoted investments, the fair value is determined through the application of valuation techniques in accordance with Luxembourg legal and regulatory requirements. The application of valuation techniques involves the exercise of significant judgment by Management in relation to the choice of valuation technique employed and assumptions used for the respective models. The judgment involved and the significance of the amount relative to other captions in the annual accounts led us to identify the impairment of non-quoted investments as a key audit matter.

b) How the matter was addressed in our audit

Our procedures over the impairment of financial fixed assets include, but are not limited to:
* Gaining an understanding of the Management's process and controls related to valuation of financial fixed assets, identification of impairment indicators and impairment testing.
* Assessing compliance of valuation techniques with Luxembourg legal and regulatory requirements.
* Verifying key inputs to the valuation models used by Management and checking the accuracy of the computation of the valuation models.
* Obtaining the external expert valuation report used by Management to assess the fair value of a sample of instruments as at 31 December 2023.
* For a sample of instruments, involving our valuation specialists to inspect valuation models and challenge key assumptions applied by Management.
* Verifying the completeness, relevance and accuracy of the disclosures in relation to the impairment of financial fixed assets.

Other information

The Board of Directors is responsible for the other information. The other information comprises the information stated in the annual report including the management report and the Corporate Governance Statement but does not include the annual accounts and our report of the “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.

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Responsibilities of the Board of Directors for the annual accounts

The Board of Directors is responsible for the preparation and fair presentation of the 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.

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.

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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 the “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 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.# Report of the “réviseur d'entreprises agréé”

To the Shareholders of Luxempart S.A.

We have audited the accompanying annual accounts of Luxempart S.A. (the "Company"), which comprise the balance sheet as at 31 December 2023, the profit and loss account for the year then ended, and notes to the annual accounts, including a summary of significant accounting policies.

Basis for Opinion

We conducted our audit in accordance with the International Standards on Auditing (ISAs) and applicable professional standards and regulations in Luxembourg. Our responsibilities under those standards are further described in the "Responsibilities of the “réviseur d'entreprises agréé” for the audit of the annual accounts" section of this report. We are independent of the Company in accordance with the ethical requirements, including the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the provisions of the Luxembourg Commercial Code, that are relevant to our audit of the annual accounts and have fulfilled our other ethical responsibilities in accordance with these 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 our 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.

Going Concern

In our opinion, the Board of Directors' use of the going concern basis of accounting is appropriate. Based on the audit evidence obtained, we have not identified a material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

Other Information

The Board of Directors is responsible for the other information. The other information comprises the management report and the corporate governance statement (as it relates to the management report). 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 performed, we conclude that there is a material misstatement of this other information, we are required to report that 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 of the annual accounts that give a true and fair view in accordance with Luxembourg generally accepted accounting principles 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.

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 financial reporting process of the Company.

Responsibilities of the “réviseur d'entreprises agréé” for the Audit of the Annual Accounts

Our objectives 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 the “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 ISAs and applicable professional standards 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.

As part of an audit in accordance with ISAs and applicable professional standards, 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 provides a sufficient and appropriate 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 the 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 the “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 the “réviseur d'entreprises agréé”. However, future events or conditions may cause the Company to cease to continue as a going concern.
• 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, 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 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.

Report on other legal and regulatory requirements

We have been appointed as “réviseur d'entreprises agréé” by the Shareholders on 24 April 2023 and the duration of our uninterrupted engagement, including previous renewals and reappointments, is three 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 remained independent of the Company in conducting the audit.

We have checked the compliance of the annual accounts of the Group 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 Luxempart S.A. as at 31 December 2023 have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation.

Our audit report only refers to the annual accounts of Luxempart S.A. as at 31 December 2023, identified as luxempart-2023-12-31.zip, prepared and presented in accordance with the requirements laid down in the ESEF Regulation, which is the only authoritative version.

Luxembourg, 28 March 2024

KPMG Audit S.à r.l.
Cabinet de révision agréé

Thierry Ravasio
Partner

BALANCE SHEET AT 31 DECEMBER 2023

Assets in thousands of €	Notes	31/12/2023	31/12/2022
Fixed assets
Intangible fixed assets	4	9	16
Tangible fixed assets	5	1,385	320
Financial fixed assets
Shares in affiliated undertakings		263,435	223,161
Participating interests		472,066	334,878
Loans to undertakings with which the Company is linked by virtue of participating interests		-	2,550
Investments held as fixed assets	4	441,126	455,144
Total fixed assets		1,178,020	1,016,069
Current assets
Trade debtors becoming due and payable within one year	6	1,959	1,959
Amounts owed by affiliated undertakings becoming due and payable within one year		182	723
Other debtors becoming due and payable within one year		723	73
Investments becoming due and payable after more than one year	7	9,750	9,688
Own shares		32,287	22,287
Other investments		10,000	10,000
Cash at bank and in hand		64,380	195,653
Total current assets		230,590	240,423
Total assets	8	1,242,400	1,246,659

The accompanying notes are an integral part of these annual accounts.

BALANCE SHEET AT 31 DECEMBER 2023

Liabilities in thousands of €	Notes	31/12/2023	31/12/2022
Capital and reserves
Subscribed capital	8	51,750	51,750
Share premium account		66,945	66,945
Reserves
Legal reserve	9	5,175	5,175
Reserve for own shares		22,287	16,714
Other reserves		1,005,452	992,637
Other available reserves		12,813	15,699
Other non available reserves		1,042,038	1,026,339
Profit brought forward	10	40,000	40,000
Profit /(loss) for the financial year		37,929	11,813
Total capital and reserves		1,229,536	1,234,435
Provisions
Provisions for taxation		3,808	2,254
Total provisions		3,808	2,254
Creditors
Trade creditors becoming due and payable within one year	7	7,894	7,197
Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests becoming due and payable after more than one year		-	1,527
Other creditors becoming due and payable within one year
Tax authorities		1,161	433
Social security authorities		244	256
Other creditors		485	595
Total creditors		9,784	10,008
Total		1,242,400	1,246,659

The accompanying notes are an integral part of these annual accounts.

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 DECEMBER 2023

in thousands of €	Notes	31/12/2023	31/12/2022
Other operating income		2,289	981
Staff costs	11	-12,275	-11,864
Wages and salaries		-11,864	-12,253
Social security costs relating to pensions		-352	-393
other social security costs		-311	-371
Other staff costs		-41	-22
Value adjustments		-2,654	-104
In respect of tangible and intangible fixed assets	4	-85	-85
In respect on other receivables	5	-2,550	-4,751
Other operating expenses		30,490	29,096
Income from participating interests	12	48,777	42,325
Derived from affiliated undertakings		42,325	42,325
Other income from participating interests		6,452	-301
Income from other investments and loans forming part of the fixed assets	15	10,466	10,466
Other income		2,244	10,466
Other interest receivable and similar income	6	15	15
Derived from affiliated undertakings		-	-
Other interest and similar income		15	15
Value adjustments in respect of financial assets and of investments held as current assets	13	-5,647	-1,993
Interest payable and similar expenses		-581	-663
Other interest and similar expenses		-581	-663
Profit after taxation		39,922	13,626
Other taxes not shown under items above	14	-1,993	-1,813
Profit /(loss) for the financial year		37,929	11,813

The accompanying notes are an integral part of these annual accounts.

NOTES TO THE ANNUAL ACCOUNTS AT 31 DECEMBER 2023

NOTE 1 - GENERAL INFORMATION

Luxempart S.A. (hereinafter «the Company» or «Luxempart») was incorporated on 25 April 1988 under the name BIL Participations. The Annual General Meeting of 15 September 1992 decided to change the Company’s name to Luxempart S.A. The Company is registered on the trade and companies register of Luxembourg under no. B27846. The Company was created for an unlimited term. The Company’s registered office is established at 12, rue Léon Laval in Leudelange. The Company is listed on the Luxembourg Stock Exchange. The Company’s financial year begins on 1 January and closes on 31 December of each year. The Company’s purpose is particularly the acquisition of holdings, in whatever form, in other companies as well as management, control, and development of these investments.

NOTE 2 - PRESENTATION OF THE ACCOUNTS

In addition to the annual accounts, on the basis of the legal and regulatory provisions established by Luxembourg law, the Company presents consolidated financial statements under IFRS as an investment entity and a consolidated management report, which are available at the Company’s headquarters and on www.luxempart.lu.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

The annual accounts are prepared in accordance with generally accepted accounting principles and in accordance with the law and regulations in force in the Grand Duchy of Luxembourg. The annual accounts are presented in thousands of euros (€). The annual accounts have been prepared under the historical convention and following the going concern principle.

The main accounting policies adopted by the Company are as follows:

A. FOREIGN CURRENCY TRANSLATION

Monetary assets and liabilities, expressed in foreign currencies, are converted to euros (€) at the exchange rates in force as at year-end. Transactions occurring in the financial year, expressed in foreign currencies, are converted to euros (€) at the exchange rates in force as at the transaction date. Only unrealised foreign exchange losses are recorded in the profit and loss account. Exchange gains are recorded in the profit and loss account at the time of their realisation.

The accompanying notes are an integral part of these annual accounts.

B. INTANGIBLE AND TANGIBLE FIXED ASSETS

Intangible and tangible fixed assets whose use is limited over time are amortised/depreciated on a straight-line basis according to the following rates.# C. FINANCIAL FIXED ASSETS

A. SHARES IN AFFILIATED UNDERTAKINGS

"Affiliated undertakings" refers to a company in which Luxempart has exclusive control, holding decision-making power on both financial and operational levels. In principle, this control is the consequence of directly holding more than 50% of the voting rights. Shares in affiliated undertakings are valued at the historical acquisition price, which includes the expenses incidental thereto. In case of permanent impairment, the shares in the affiliated undertakings are subject to value adjustments in order to give them the lower value that should be attributed to them as at the end of the reporting period. These value adjustments are not maintained when the reasons that motivated them have ceased to exist.

B. PARTICIPATING INTERESTS

"Participating interests" refers to a company in which Luxempart exercises significant influence through its participation in the political, financial, and operational decisions of the held company. Significant influence is assumed when Luxempart holds 20% or more of the voting rights. "Participating interests" also refers to companies under joint control. "Participating interests” are valued at the historical acquisition price, which includes the expenses incidental thereto. In case of permanent impairment, “participating interests” are subject to value adjustments in order to give them the lower value that should be attributed to them as at the end of the reporting period. These value adjustments are not maintained when the reasons that motivated them have ceased to exist.

C. INVESTMENTS HELD AS FIXED ASSETS

"Investments held as fixed assets" refer to a holding in which Luxempart does not exercise or control significant influence. This lack of significant influence is assumed if Luxempart does not directly or indirectly hold more than 20% of the voting rights. Investments held as fixed assets are valued at the historical acquisition price, which includes the expenses incidental thereto. In case of permanent impairment, investments held as fixed assets are subject to value adjustments in order to give them the lower value that should be attributed to them as at the end of the reporting period. These value adjustments are not maintained when the reasons that motivated them have ceased to exist.

D. DEBTORS

Debtors are stated at their nominal value and their estimated realisable value. They are subject to value adjustments when their realisable value is fully or partially unrecoverable. These value adjustments are not maintained when the reasons that motivated their establishment have ceased to exist.

E. INVESTMENTS

Investments are assets acquired mainly with a view to be sold in the short term and present a profit-taking profile in the short term. Investments are valued at the historical acquisition price, which includes the expenses incidental thereto. If the realisation value is lower than the acquisition cost on the closing date, a value adjustment is recognised. These value adjustments are not maintained when the reasons that motivated them have ceased to exist. Own shares are valued at the historical acquisition price and are used to cover the management stock option plan.

F. CREDITORS

Debts are recorded in liabilities at their redemption value.

G. PROVISIONS

Provisions are recognised once Luxempart has an actual obligation (legal or implied) resulting from past events that will probably generate an outflow of resources representative of economic benefits at an amount that can be reasonably estimated.

H. INCOME

In the event of disposal of financial assets, the difference between the net proceeds from the sale and the net book value is entered in the profit and loss account on the line "income from other investments and loans forming part of the fixed assets". The transaction is recorded on the settlement date. The Company accounts the dividends received when they are acquired or when the right to receive payment is established. They are issued from the distribution of profits to the shareholders. And they are entered in the profit and loss account on the line “Income from participating interests".

NOTE 4 - INTANGIBLE AND TANGIBLE FIXED ASSETS

Movements in intangible and tangible fixed assets that occurred during the year are summarised in the table below. The intangible fixed assets of the Company are composed of acquired software. The tangible fixed assets comprise mainly computer equipment, vehicles, furniture and fixtures.

	Intangible fixed assets	Tangible fixed assets
in thousands of €
Gross value as at 01/01/2023	62	794
Acquisitions for the year	1,209	1,887
Disposals for the year	-62	-45
Gross value as at 31/12/2023	1,209	2,636
Cumulative value adjustments as at 01/01/2023	-97	-473
Value adjustments of the year	-53	-116
Reversal of value adjustments	9	69
Cumulative value adjustments as at 31/12/2023	-141	-520
Net book value as at 31/12/2023	1,068	2,116
Net book value as at 31/12/2022	1,385	320

NOTE 5 - FINANCIAL FIXED ASSETS

A. MOVEMENTS IN FINANCIAL FIXED ASSETS

The movements in financial fixed assets that occurred during the year can be summarised as follows:

	Loans to undertakings with which the Company is linked by virtue of participating interests	Shares in affiliated undertakings	Participating interests	Investments held as fixed assets
in thousands of €
Gross value as at 01/01/2023	2,550	247,280	335,130	496,591
Acquisitions for the year	-	40,877	145,078	86,085
Disposals for the year	-	-189	-2,550	-119,255
Gross value as at 31/12/2023	2,550	287,968	477,658	463,421
Cumulative value adjustments as at 01/01/2023	-24,119	-422	8	-252
Value adjustments of the year	-7,890	-	-	-13,036
Reversals of value adjustments of the year	-	-2,550	-	32,188
Cumulative value adjustments as at 31/12/2023	-32,009	-2,972	8	18,900
Net book value as at 31/12/2023	-29,459	284,996	477,650	444,521
Net book value as at 31/12/2022	2,550	223,161	334,878	455,144

The item "Shares in affiliated undertakings" amounts to € 263,435 thousand as at 31 December 2023 (2022: € 223,161 thousand). This variation is principally due to:
* Capital calls in Luxco Invest,
* A capital increase in Evariste.

The item "Participating interests" amounts to € 472,066 thousand as at 31 December 2023 (2022: € 334,878 thousand). This variation is due to:
* Acquisitions for € 145,078 thousand in Kestrel Vision, Coutot-Roehrig and a capital increase in Metalworks,
* Value adjustments for € 7,890 thousand.

The item "Loans to undertakings with which the Company is linked by virtue of participating interests" amounts to € 0 thousand as at 31 December 2023 (2022: € 2,550).

The item "Investments held as fixed assets" amounts to € 441,127 thousand as at 31 December 2023 (2022: € 455,144 thousand). This change is due to:
* Acquisitions for € 86,085 thousand (acquisition of Alphacaps, strengthening in the listed portfolio),
* Sale for € 119,255 thousand (mainly in the portfolio bonds and some position in the listed portfolio),
* Value adjustments for € 13,036 thousand (mainly on the listed portfolio),
* Reversal of value adjustments for € 32,188 thousand (on the listed portfolio and portfolio bonds).

B. UNDERTAKINGS IN WHICH LUXEMPART HOLDS AT LEAST 20% IN THE CAPITAL

Company name	Registered office	Holding %	Equity (excluding profit for the year)	Profit or loss for the year
Luxempart Capital Partner Sicar S.A.	12, Rue Léon Laval L-3372 Leudelange	100.00	580,559	93,900
Luxempart Invest S.à.r.l	2 rue de Miromesnil F-75008 Paris	100.00	664	-12
Pescahold S.A.	12, Rue Léon Laval L-3372 Leudelange	100.00	-	6
Luxempart Beratungsgesellschaft mbH	Sendlinger Straße 31 D-80331 München	100.00	114,736	-12
Luxco Invest S.à.r.l	12, Rue Léon Laval L-3372 Leudelange	80.51	90	-32
Bravo Capital S.A.	12, Rue Léon Laval L-3372 Leudelange	80.00	8,552	3,253
Pryco GmbH	Maria-Theresia-Str. 11, D-81675 München	55.63	17,772	3,052
Assmann GmbH *	Auf dem Schüffel, D-58513 Lüdenscheid	48.63	351	-
Indufin S.A.	Interleuvenlaan 15 / D1 B-3001 Leuven - Haasrode	40.00	3,253	-
Evariste Holding SAS *	3 rue Galois ZA Pariwest F-78310 Maurepas	40.00	98,810	-
XV Holding GmbH	Prinzregentenstr. 61 D-81675 München	38.10	5,436	N/A
Coutot-Roehrig SAS *	21 boulevard Saint Germain F-75005 Paris	35.80	12,558	1,226,929
Foyer S.A.	12, Rue Léon Laval L-3372 Leudelange	31.03	39,146	11,813
M-Sicherheitsholding GmbH *	Maria-Theresia-Str. 11, D-81675 München	30.00	150,661	1,751
Kestrel Vision SAS *	215, Chemin du Grand Revoyet F-69230 Saint-Genis-Laval	27.80	-3,326	-
Efesto Investment S.à r.l. **	Sede legale in Via della Repubblica 21/A I-24060 Castelli Calepio	24.28	24,288	-33
E-Sicherheitsholding GmbH *	Maria-Theresia-Str. 11, D-81675 München	23.68	9,698	1,626

• Profit or loss 2022
  ** Profit or loss 2021

NOTE 6 - DEBTORS

As at 31 December 2023:
* Trade debtors amount to € 1,959 thousand (2022: € 723 thousand).
* Amounts owed by affiliated undertakings amount to € 182 thousand (2022: € 73 thousand).
* Other debtors becoming due and payable within one year amount to € 9,688 thousand (2022: € 7,364 thousand) and are made up of tax receivables and social security for € 7,969 thousand (2022: € 6,874 thousand), and other receivables for € 1,719 thousand (2022: € 490 thousand). The tax receivables are mainly composed of a tax to be recovered on the Mehler dividend and the other receivables are mainly accrued interest not collected.
* Other debtors becoming due and payable after more than one year amount to € 62 thousand (2022: € 62 thousand). This is the loan towards the investment Nueva Pescanova.

NOTE 7 - CREDITORS

• Trade creditors amount to € 7,894 thousand (2022: € 7,197 thousand).
• No amounts owed to undertakings with which the undertaking is linked by virtue of participating interests (2022: € 1,527 thousand).
• Tax and social security debts total € 677 thousand (2022: € 650 thousand).•Other creditors amount to € 485 thousand (2022: € 595 thousand).

NOTE 8 - CAPITAL AND RESERVES

The movements in the capital and reserves are broken down as follows:

	As at 31/12/2022	Allocation of profit	-	-	-	-	As at 31/12/2023
Profit brought forward	51,750						51,750
Temporarily not taxable capital gains	66,945						66,945
Subscribed capital	16,714						5,175
Share premium	40,000						22,287
Reserve for own share	11,813						40,000
Profit for the year	15,699						37,929
Legal reserve	5,175						12,813
Other reserves	1,026,339						992,637
in thousands of €
		Dividends
		-39,942
		Untaxed capital gains
		-2,885
		Other reserves
		-5,573
		Reserve own shares
		5,573
		2023 profit
		37,929

The subscribed capital is represented by 20,700,000 fully paid-up shares without designation of nominal value. The accounting per value of the own shares is € 1,427 thousand. It represents 2.76% of the subscribed capital in accordance with Article 430-15 of the law of 10 August 1915. The Ordinary Annual General Meeting of 24 April 2023 decided to distribute a gross ordinary dividend of € 1.98 per share for financial year 2022. This dividend was paid in May 2023.

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NOTE 9 - LEGAL RESERVE

From the net profit, 5% must be deducted annually to build up the reserve fund required by Luxembourg law. This deduction will no longer be mandatory when the reserve fund reaches one-tenth of the share capital. The legal reserve may not be distributed to the shareholders except in case of dissolution of the Company.

NOTE 10 - OTHER NON AVAILABLE RESERVES

As at 31 December 2023, this item amounts to € 12,813 thousand (2022: € 15,699 thousand) and includes the untaxed capital gains from disposal on participations. These capital gains, recorded in equity on the balance sheet, result from application of Article 54 of the income tax law and are to be reinvested before the end of the second financial year of operation following the financial year of the disposal. If these capital gains are not reinvested within this two-year period, they are to be reversed through the profit and loss account and subject to tax. As at 31 December 2023, an amount of € 2,885 thousand was reincorporated into profit because it was not reinvested in Luxembourg companies.

NOTE 11 - STAFF COSTS

The average number of employees during financial year 2023 amounted to 28 (2022: 27), represented by the following categories:

Category	Number of people 2023	Number of people 2022
Managers	5	6
Support staff	23	21
Total average of employees	28	27

Staff costs relating to the year are broken down as follows:

in thousands of €	31/12/2023	31/12/2022
Wages and salaries	11,864	12,253
Social security costs accruing by reference to wages and salaries	352	393
Other social security contributions	60	552
Total	12,275	12,689
Of which pensions	466	552

Staff costs include a provision for bonus payable in 2024.

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NOTE 12 - OTHER OPERATING EXPENSES

During the year, Luxempart paid net fixed compensation of € 593 thousand to directors (2022: € 578 thousand) and a net attendance fee of € 270 thousand (2022: € 252 thousand). These amounts are included in "Other operating expenses."

NOTE 13 - VALUE ADJUSTMENTS IN RESPECT OF FINANCIAL ASSETS

This item includes:

• Value adjustments on shares in affiliated undertakings. As at 31 December 2023, Luxempart recorded value adjustments of € 422 thousand (2022: € 1,005 thousand).
• Value adjustments on participating interests. As at 31 December 2023, Luxempart recorded value adjustments of € 7,890 thousand (2022: € 793 thousand).
• Value adjustments on investments held as fixed assets. As at 31 December 2023, Luxempart recorded value adjustments of € 9,020 thousand (2022: € 28,779 thousand).

NOTE 14 - TAXES

The Company is fully taxable on its trade income at an effective rate of 24.94%. It is also subject to a wealth tax of 0.5% calculated on the basis of net assets at the beginning of the year. Taxes come from ordinary activities.

As at 31 December 2023, the tax expense is broken down as follows:

in thousand of €	31/12/2023	31/12/2022
Wealth tax	1,521	1,167
Other taxes	472	646
Total	1,993	1,813

NOTE 15 - INCOME FROM PARTICIPATING INTERESTS AND FROM OTHER INVESTMENTS

This item consists of:

• Dividends received from Luxempart’s stakes in affiliated undertakings for € 1,395 thousand in 2023 (2022 : € 935 thousand);
• Dividends received from Luxempart’s financial fixed assets amounting to € 35,003 thousand in 2023 (2022: € 57,278 thousand);
• Capital gains generated on the sale of investments held as fixed assets, net of reversal from previous value adjustments, amounting to € 36,417 thousand in 2023 (2022: € 472 thousand);
• No reversals of value adjustments on shares in affiliated undertakings in 2023 (2022: € 558 thousand).

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NOTE 16 - TRANSACTIONS WITH RELATED PARTIES

Transactions are carried out at arm’s length with related parties comprises mainly :

• Luxempart rebills Foyer Finance, a part of Chairman of the Board of Directors salaries for a total of € 129 thousand (2022 : € 211 thousand);
• The Foyer Assurances group rebills, on a quarterly basis, office rental expenses and other related expenses, insurance expenses, and miscellaneous services for a total of € 855 thousand (2022: € 1,204 thousand );
• Transaction fees paid to Capital at Work, a subsidiary of the Foyer Group, amount to € 23 thousand (2022:€ 40 thousand) and are included in "Interest payable and similar expenses".

NOTE 17 - OFF BALANCE SHEET COMMITMENTS

As at 31 December 2023, Luxempart has a total remaining investment commitment directly and through its subsidiary Luxempart Capital Partners SICAR of € 244,212 thousand (2022; € 236,991 thousand). Luxempart has a commitment on its office lease until 29 February 2024 for a monthly amount of € 29,995.

NOTE 18 - POST BALANCE SHEET EVENTS

On 14 March 2024, Luxempart announced having reached a 10% ownership in Nexus AG, our German portfolio company listed on the Frankfurt Stock Exchange, and active in the development of hospital software solutions. This confirms our strong confidence in Nexus’ business model and management team, that steadily delivers on its budgets.

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MANAGEMENT REPORT AT 31 DECEMBER 2023

Global context

The year 2023 will overall be remembered as a positive year on the financial markets. As a matter of fact, the markets recovered this year from the 2022 crash, and were given an extra booster thanks to the “Magnificent 7” artificial intelligence trend. This led to a strong performance of stock markets in general, including our benchmark index, the MSCI Europe Mid Cap Net Return index, that increased by +14.2%, compared to a -19.3% fall in 2022. The reality was unfortunately less bright. Yes, the announced economic crisis didn’t occur as heavily as sometimes predicted, and the ongoing regional conflicts (Russia-Ukraine, Israel-Palestine) didn’t spread out to broadly, but the overall economical and geopolitical situation nevertheless remained fragile. Interest rates remained high and consumers’ purchasing power was degraded because of high inflation levels. The economic situation in our main markets resulted in a soft landing, with GDP growth numbers being close to zero in 2023: France +0.9%, Germany -0.3%, Italy +0.7%. The USA experienced stronger growth, at +2.5%, which benefited our Investment Funds activity held by our fully owned subsidiary Luxempart Capital Partners SICAR.

Luxempart performance

Our portfolio fared globally well in this context, showing again the strong value of our diversification. Luxempart net result increased to EUR 38m in 2023, compared to EUR 12m in 2022. Our Total Equity remained stable at EUR 1,230m as of 31 December 2023, compared to EUR 1,234m one year before. This is explained by the EUR 40m dividend that was paid out in May 2023. 2023 was marked by a strong investment activity, in both our Direct Investments and Investment Funds pillars. We invested in total EUR 270m during the year, while cashing in EUR 89m (including dividends). Our Group’s cash position hence decreased to EUR 96m, compared to EUR 305m as of 31 December 2022. We complemented this financial liquidity with two new committed credit facilities of EUR 50m each, of minimum 3-year tenors, signed with historical banks of Luxempart. Those credit facilities were totally undrawn on 31 December 2023.

Stock performance

Luxempart’s shares are traded on the Luxembourg Stock Exchange. To improve liquidity, KBC intervenes as liquidity provider on an independent but remunerated basis. It buys and sells on the market in line with the market movements. Our stock price ended the year 2023 at EUR 66, decreasing by 11.4% compared to 31 December 2022.

Portfolio activities

Foyer delivered strong results in 2023. Operationally, the group performed well in its main markets. Financially, the higher interest rates, that hurt its bond portfolios in 2022, now offer higher yields translating into positive financial results. Foyer group’s equity hence increased significantly in 2023, despite the payment of a EURm 91m total dividend. The group enjoys extremely strong financial ratios for the sector, with solvency ratios over 300%.

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The sale of ESG Elektronigsystem und Logistik, that will be closed in April 2024, was signed at a significantly higher price than expressed in our last consolidated financial statements. This shows a regained interest for Europe defence and security companies, in the current context of ongoing geopolitical tensions. The capital gains will be recorded in the 2024 statutory annual accounts. The remainder of our portfolio behaved in various directions in 2023, with some companies, especially in the industrials sectors, experiencing headwinds due to the economic slowdown or from high inventory levels at their clients. While other companies, notably in the consumer goods, healthcare, and services sectors, kept faring well. This high volatility in the activity levels of some of our portfolio companies was especially visible as from the second half of the year, with sometimes strong reductions in their order books.# The performance of our listed portfolio was impacted by the difficulties of Atenor, but this has been compensated by capital gains realised on some exits detailed hereafter.

Investment activity

We had quite a busy year in terms of deployments in 2023, with EUR 234m having been invested in our Direct Investment activity, across 3 new investments and 5 add-on investments.

In March 2023, we invested in a 26% stake in KestrelVision¹ , a global leading player in the development of machine vision-based quality control and inspection solutions for the rigid packaging industry, mainly for the food & beverage, pharmaceutical and cosmetic sectors. This transaction was the largest done by Luxempart over the last years.

In June 2023, Luxempart replaced Capza as a minority shareholder of Coutot-Roehrig¹ , the European leader in estate genealogy services with a direct presence in France, Italy, Spain, Belgium, Luxembourg, Switzerland, Monaco, and the USA. Coutot-Roehrig, majority-owned and led by Mr. Guillaume Roehrig, helps legal officers (notaries) in identifying and locating heirs in case of inheritances without heirs. In addition to its network of subsidiaries, it has worldwide capabilities thanks to its wide network of correspondents and its state-of-the-art and proprietary databases.

In September 2023, Luxempart participated in the financing of the acquisition by MTWH (previously Metalworks) of one of its major competitors in Italy, Metalstudio. Both companies are located near to Milan, in Italy, and supply metal & plastic accessories to the luxury market, and as such, represent a highly synergetic combination. This transaction, which doubles the size of MTWH, represents a major development for our participation.

In October 2023, Luxempart announced the acquisition of a substantial minority stake in Alphacaps, a leading German full-service contract developer and manufacturer of nutritional supplements. The company offers its customers a wide range of formulations and formats based on deep know-how, state-of-the-art machinery and all the required certifications to produce food supplements. Luxempart invested together with its long-lasting partner Armira, alongside the founder of Alphacaps, who kept a significant minority stake as well.

Atenor, a real estate promotion company, is suffering from the current crisis that shakes the real estate sector and needed to strengthen its balance sheet structure and financing capacity. Atenor carried out a capital increase in November 2023, for a successful amount of EUR 181m, to which Luxempart, as an anchor shareholder of the company, subscribed for an amount of EUR 30m. After the capital increase our stake in Atenor went from 11% to 15.6%.

Finally, we also reinforced our existing positions in listed companies Nexus and Tonies over the year 2023. Those two companies deliver steadily on their budgets, while this not being fully translated into their stock prices yet. This confirms our strong conviction in those two companies’ business plans and execution. All these investments fit our investment strategy as described before. They were made with a view to commit to the long term, in sectors that show interesting growth perspectives.

¹ These investments were made directly by Luxempart and indirectly through its subsidiaries.

Divestment activity

In line with our streamlining strategy, we decided to divest from several portfolio companies in 2023. We exited from 4 companies in our listed portfolio over the course of 2023 (TCM, Ascom, SNP, and Süss Microtec). Those lines were relatively small investments, legacy from the past, in which we hadn’t the level of governance we are expecting in our current strategy.

Activity and performance of the Investment Funds

Our Investment Fund activity, performed through the fully owned SICAR Luxempart Capital Partners continued to perform strongly in 2023, generating a significant return of 11.6%. This robust performance can primarily be attributed to our well-established sponsored funds, Bravo Capital and Ekkio Capital, which achieved considerable growth in their portfolios. Through their substantial role in terms of commitments and net asset value, these funds influenced our overall 2023 performance. Our buyout funds reported solid performance in 2023, with an increase of 15.6%, while our growth and secondaries segments increased their net asset value by 4.7% and 5.8%, respectively. Our venture capital segment however faced challenges, with a decrease of 2.8% in net asset value, reflecting a tough market environment.

In 2023, Luxempart Capital Partners committed EUR 107m to 9 new funds. These commitments align with our strategy of expanding into new US funds while maintaining existing relationships. The total undrawn commitments stand at EUR 244m end of 2023. We ensure to keep the undrawn commitments at such level through constant monitoring of the number of new commitments and the capital call and distribution ratios.

Main risks and uncertainties

Luxempart faces specific risks due to the nature of its activities. Each of its investments is exposed to specific risks, mainly due to the business, location, regulation, customer base and strategy decisions. Luxempart implements governance rules and closely liaises with the management of the major portfolio investments to mitigate the risk factors.

A major risk of Luxempart is the market risk. All our assets are impacted by the evolution of financial markets and macroeconomic indicators (stock markets, comparable transactions of peer companies, valuation multiples, interest rates, inflation, economic growth…).

The liquidity risk is limited for Luxempart, as the Company is not an investment fund submitted to exit constraints. Our Group is a patient investor who is not driven by the financial markets and their volatility cycles. Our investment teams and our Audit, Compliance, and Risk Committee closely follow the evaluation of the portfolio investments. Investment and divestment decisions depend more on specific company analysis than financial market or fund investment cycles.

The main risks to which Luxempart is exposed as well as the Group management risk system are described in more details in the Statement of Corporate Governance and in the note 24 of the Financial Statements of the Group Annual Report.

Dividend

The Annual General Meeting of the shareholders held on 24 April 2023 approved the payment of a gross dividend of EUR 1.98 per share. This dividend represented a total amount of EUR 40m for Luxempart in 2023, which was paid out on 15 May 2023. Based on a Luxempart stock price of EUR 74.50 per share at the date of 31 December 2022, this represented a gross dividend yield of 2.7% for our shareholders.

The Board of Directors will propose to the Annual General Meeting on 29 April 2024 to approve the payment of a gross dividend of EUR 2.17 per share. This increase of dividends of 9.6% is globally in line with the dividend policy applied since 1993. Assuming the approval of this proposal, the dividend will be payable as from 15 May 2024.

Own shares

As of 31 December 2023, Luxempart holds a total of 570,682 own shares which corresponds to 2.8% of the issued share capital for a book value of EUR 22m. During the year, Luxempart sold 87,364 own shares for EUR 5m, mainly in the context of stock options exercised. These shares represent 0.4% of the share capital. The Annual General Meeting of the shareholders held on 24 April 2023 has authorised to buy back up to 30% of own shares for a price up to EUR 150 per share. This authorisation expires at the Annual General Meeting of 29 April 2024, where it will be proposed for renewal.

Research & Development

Luxempart does not pursue any research and development activities.

Branches

Luxempart does not have any branch.

Post closing events

On 14 March 2024, Luxempart announced having reached a 10% ownership in Nexus AG, our German portfolio company, listed on the Frankfurt Stock Exchange, and active in the development of hospital software solutions. This confirms our strong confidence in Nexus’ business model and management team, that steadily delivers on its budgets.

Outlook

We are cautiously optimistic for the year ahead, in a context of general uncertainty. The feared economic crisis did not occur in 2023, and indicators are stable or slightly more positive for 2024. On the negative side, a slight recovery in inflation in the USA could slow down rate cuts anticipated later this year, negatively affecting the recovery in the construction sector, and companies related to it. On the positive notes, Foyer remains well oriented. Its operational and financial outlook is favourable, due to its good positioning and the extension of the maturity of its bond portfolios. We are confident in the prospects of our Direct Investments portfolio as well. Despite the shocks, our companies are solid, active in good sectors and have reasonable debt levels in general. We see much more upside potential in their valuations than downside risks. Finally, on the Investment Funds side, some good assets could be sold by our mature funds (Ekkio and Armira) in 2024, with a priori positive effects on their fair value.

Responsibility statement

The Board of Directors and the Group Executive Committee of the Company reaffirm their responsibility to ensure the maintenance of proper accounting records disclosing the financial position of the Luxempart Group with reasonable accuracy at any time and ensure that an appropriate system of internal controls is in place to ensure the Group’s business operations are carried out efficiently and transparently. The Board of Directors is responsible for the fair preparation and presentation of the annual financial statements in accordance with Luxembourg law and considers that it has fully complied with these obligations.# Management Report

In accordance with Article 3 of the Luxembourg law of 11 January 2008, as subsequently amended, on transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market, John Penning, in his capacity as Managing Director of the Company, declares, that to the best of his knowledge, the annual accounts as of and for the year ended 31 December 2023, prepared in accordance with Luxembourg legal and regulatory requirements, give a true and fair view of the assets, liabilities, financial position and profit of the year of the Company. In addition, the present management report includes a fair review of the development and performance of the business and the position of the Company together with a description of the principal risks and uncertainties that it faces. For more information on the Group activities and performance, the Annual Report is available on the website of the Company www.luxempart.lu or on request at the registered office.

Address

12 Rue Léon Laval
L-3372 Leudelange

Contact

Phone: +352 437 43 51 01
Fax: +352 42 54 62
luxempart@luxempart.lu
luxempart.lu