	ONTEX GROUP
	Public limited company
	Korte Keppestraat		21

Belgium
		Gent, Division Dendermonde


			0550.880.915
03 py	06 2021 ep ab PL

	EURO		05 05 2025


		01 01 2024	31 12 2024
		01 01 2023	31 12 2023

56 6.1, 6.2.2, 6.3.4, 6.4.2, 6.17, 8, 9, 11, 12, 13, 14, 15

ViaBylity BV, permanently represented by Hans Van Bylen Director

(name and position)

Inge Boets BV, permanently represented by Inge Boets Director

-

b (www.reportlab.com) to purchase.

Viabylity BV Nr.: 0744.427.785 Rombaut Keldermansstraat 28, 2650 Edegem, Belgium

Represented by:

Rombaut Keldermansstraat 28, 2650 Edegem, Belgium

Inge Boets BV Nr.: 0458.838.011 Onderheide 28, 2930 Brasschaat, Belgium

Represented by:

Inge Boets (Representative) Onderheide 28, 2930 Brasschaat, Belgium

MJA Consulting BV

Simonnelaan 17, 1640 Rhode-Saint-Genèse, Belgium

Represented by:

Manon Janssen Simonnelaan 17, 1640 Rhode-Saint-Genèse, Belgium

HVV GmbH Nr.: ATU78058637 Nassereinerstrasse 57, 6580 Sankt Anton, Austria

Represented by:

Nassereinerstrasse 57, 6580 Sankt Anton, Austria

Michael Bredael Groeselenbergstraat 158, 1180 Uccle, Belgium

Hochgesand Isabel Brahmsallee 107, 20144 Hamburg, Germany

Olsen Rodney Centenary Avenue 7527, 75225 Dallas, United States

Ebrahim Attarzadeh Hurdnerwäldliststrasse 63, 8808 Pfaffikon, Switzerland

Paul McNulty Mühlebachstraase 59, 8008 Zürich, Switzerland

Chairman of the board of directors 03/05/2024 - 05/05/2028

Director 02/06/2014 - 05/05/2026

Director

Director 01/10/2022 - 05/05/2025

Director 24/05/2017 - 05/05/2025

Director 25/05/2021 - 05/05/2025

Director 05/05/2022 - 05/05/2026

Director 05/05/2022 - 01/10/2024

b (www.reportlab.com) to purchase.

BV PwC Auditor b (www.reportlab.com) to purchase. Nr.: 0429.501.944 05/05/2023 - 05/05/2026 Culliganlaan 5, 1831 Diegem, Belgium Membership nr.: B00009

Represented by:

Lien Winne (Auditor) Sluisweg 1 box 8, 9000 Gent, Belgium Membership nr.: A02202

b (www.reportlab.com) to purchase.

XXX

-

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

b (www.reportlab.com) to purchase.

ANNUAL ACCOUNTS Nr. F-cap 3.1 0550.880.915

BALANCE SHEET AFTER APPROPRIATION

	ANNUAL ACCOUNTS
BALANCE SHEET AFTER APPROPRIATION
	Discl.	Codes	Period	Preceding period
ASSETS
Formation expenses	6.1	20
FIXED ASSETS		21/28	2.759.891.343,00	2.583.382.317,00
Intangible fixed assets	6.2	21	13.645.146,00	14.197.088,00
Tangible fixed assets	6.3	22/27	202.451,00	369.889,00
Land and buildings		22		77,00
Plant, machinery and equipment		23	177.026,00	369.812,00
Furniture and vehicles		24
Leasing and similar rights		25
Other tangible fixed assets		26
Assets under construction and advance payments		27	25.425,00
6.4/6.5.1 Financial fixed assets		28	2.746.043.746,00	2.568.815.340,00
Affiliated enterprises	6.15	280/1	2.745.855.872,00	2.568.627.466,00
Participating interests		280	1.687.065.289,00	1.687.065.289,00
Amounts receivable		281	1.058.790.583,00	881.562.177,00
Enterprises linked by participating interests	6.15	282/3
Participating interests		282 283
Amounts receivable Other financial assets		284/8	187.874,00	187.874,00
Shares		284
Amounts receivable and cash guarantees		285/8	187.874,00	187.874,00

Discl.	Codes	Period	Preceding period
CURRENT ASSETS	29/58	275.214.572,00	435.291.474,00
Amounts receivable after more than one year	29
Trade debtors	290
Other amounts receivable	291
Stocks and contracts in progress	3
Stocks	30/36
Raw materials and consumables	30/31
Work in progress	32
Finished goods	રૂઝ
Goods purchased for resale	34
Immovable property intended for sale	35
Advance payments	રેક
Contracts in progress	37
Amounts receivable within one year	40/41	209.569.020.00	349.725.981.00
Trade debtors	40	94.833.470.00	111.125.564.00
Other amounts receivable	41	114.735.550.00	238.600.417,00
Current investments	50/53	10.571.753,00	9.121.657.00
Own shares	50	10.571.753.00	9.121.657.00
Other investments	51/53
Cash at bank and in hand	54/58	28.773.214,00	53.033.099,00
6.6 Deferred charges and accrued income	490/1	26.300.585,00	23.410.737,00
TOTAL ASSETS -----------------------------------------------------------------------------------------------------------------------------------------------------------------	20/58	3.035.105.915,00	3.018.673.791,00

	Codes	Period	Preceding period
EQUITY AND LIABILITIES
EQUITY	10/15	1.677.206.663,00	1.661.725.038,00
Contribution	10/11	1.236.329.608,00	1.236.329.608,00
Capital	10	823.587.466,00	823.587.466,00
lssued capital	100	823.587.466,00	823.587.466,00
Uncalled capital 4	101
Outside the capital	11	412.742.142,00	412.742.142,00
Share premium account	1100/10	412.742.142,00	412.742.142.00
Others	1100/19
Revaluation surpluses	12
Reserves	13	269.116.428,00	266.892.252,00
Reserves not available	130/1	41.139.791,00	38.915.615,00
Legal reserve	130	30.568.038,00	29.793.957,00
Reserves statutorily not available	1311
Aquisition of own shares	1312	10.571.753.00	9.121.658.00
Financial support	1313
Other	1319
Untaxed reserves	132
Available reserves	133	227.976.637,00	227.976.637,00
Accumulated profits (losses) (+)(-)	14	171.760.627,00	158.503.178,00
Investment grants	15
Advance to associates on the sharing out of the assets 5	19
PROVISIONS AND DEFERRED TAXES	16	7.975.354,00	8.468.079,00
Provisions for liabilities and charges	160/5	7.975.354,00	8.468.079,00
Pensions and similar obligations	160
Taxation	161
Major repairs and maintenance	162
Environmental obligations	163
Other liabilities and charges	164/5	7.975.354.00	8.468.079.00
Deferred taxes	168

4 Amount to substract of the issued capital

5 Amount to substract from the other part of the equity

Nr. 0550.880.915				F-cap 3.2

	Discl.	Codes	Period	Preceding period
AMOUNTS PAYABLE		17/49	1.349.923.898,00	1.348.480.674,00
Amounts payable after more than one year	6.9	17	580.000.000,00	580.000.000,00
Financial debts		170/4	580.000.000,00	580.000.000,00
Subordinated loans		170
Unsubordinated debentures		171	580.000.000,00	580.000.000,00
Leasing and other similar obligations		172
Credit institutions		173
Other loans		174
Trade debts		175
Suppliers		1750
Bills of exchange payable		1751
Advances received on contracts in progress		176
Other amounts payable		178/9
	6.9	42/48	760.472.477,00	758.935.390,00
Amounts payable within one year Current portion of amounts payable after more than one year
falling due within one year		42	24.000.000,00	115.000.000,00
Financial debts		43	185.170.279,00	178.269.256,00
Credit institutions		430/8
Other loans		439	185.170.279,00	178.269.256,00
Trade debts		44	18.568.954,00	7.604.820,00
Suppliers		440/4	18.568.954,00	7.604.820,00
Bills of exchange payable		441
Advances received on contracts in progress		46
	6.9	45	4.303.663,00	4.828.608,00
Taxes, remuneration and social security		450/3	2.109.870,00	2.091.279,00
Taxes		454/9	2.193.793,00 528.429.581,00	2.737.329,00
Remuneration and social security				453.232.706,00
Other amounts payable		47/48
Accruals and deferred income TOTAL LIABILITIES	6.9	492/3	9.451.421,00 3.035.105.915,00	9.545.284,00 3.018.673.791,00

INCOME STATEMENT

Nr. 0550.880.915				F-cap 4

INCOME STATEMENT

	Discl.	Codes	Period	Preceding period
Operating income		70/76A	56.592.841,00	56.161.708,00
Turnover	6.10	70
Stocks of finished goods and work and contracts in progress:
(+)/(-) increase (decrease)		71
Own work capitalised		72
Other operating income	6.10	74	56.592.841,00	56.161.708,00
Non-recurring operating income	6.12	76A
		60/66A	42.932.726,00	49.568.756,00
Operating charges		60
Raw materials, consumables
		600/8 609
Purchases
(+)/(-) Stocks: decrease (increase)
Services and other goods		61	26.006.275,00	28.626.508,00
(+)/(-) Remuneration, social security costs and pensions	6.10	62	11.213.640,00	11.533.622,00
Depreciation of and other amounts written off formation
expenses, intangible and tangible fixed assets		630	6.166.155,00	6.103.393,00
Amounts written off stocks, contracts in progress and trade (+)/(-) debtors: Appropriations (write-backs)	6.10	631/4
Provisions for liabilities and charges: Appropriations (uses
(+)/(-) and write-backs)	6.10	635/8	-492.725,00	2.550.477,00
Other operating charges	6.10	640/8	4.445,00	13.840,00
Operating charges carried to assets as restructuring costs(-)		649
Non-recurring operating charges	6.12	66A	34.936,00	740.916,00
Operating profit (loss) (+)/(-)		9901	13.660.115,00	6.592.952,00

Nr. 0550.880.915				F-cap 4

	Discl.	Codes	Period	Preceding period
Financial income		75/76B	73.655.690,00	81.150.774,00
Recurring financial income		75	73.655.690,00	80.692.543,00
Income from financial fixed assets Income from current assets		750 751	56.208.111,00	69.010.496,00
Other financial income	6.11	752/9	17.447.579,00	11.682.047,00
Non-recurring financial income	6.12	76B		458.231,00
Financial charges		65/66B	69.740.599,00	81.937.066,00
Recurring financial charges	6.11	65	67.917.326,00	67.999.134,00
Debt charges		650	47.668.821,00	57.425.855,00
Amounts written off current assets except stocks, contracts
in progress and trade debtors: appropriations (write-backs) (+)/(-)		651	-955.597,00
Other financial charges		652/9	21.204.102,00	10.573.279,00
Non-recurring financial charges	6.12	66B	1.823.273,00	13.937.932,00
Gain (loss) for the period before taxes (+)/(-)		9903	17.575.206,00	5.806.660,00
Transfer from deferred taxes		780
Transfer to deferred taxes		680
Income taxes (+)/(-)	6.13	67/77	2.093.581,00	3.131.203,00
Taxes		670/3	2.093.581,00	3.131.203,00
Adjustment of income taxes and write-back of tax provisions		77
(+)/(-)		9904	15.481.625,00	2.675.457,00
Gain (loss) of the period		789
Transfer from untaxed reserves
		689
Transfer to untaxed reserves (+)/(-) Gain (loss) of the period available for appropriation		9905	15.481.625,00	2.675.457,00

Nr.	0550.880.915

APPROPRIATION ACCOUNT

	Codes	Period	Preceding period
Profit (loss) to be appropriated	9906	173.984.803,00	159.830.689.00
Gain (loss) of the period available for appropriation	(9905)	15.481.625.00	2.675.457,00
Profit (loss) brought forward	14P	158.503.178,00	157.155.232,00
Withdrawals from capital and reserves	791/2
on the contribution	791
from reserves	792
Transfer to capital and reserves	691/2	2.224.176.00	1.327.511.00
to the contribution	691
to legal reserve	6920	774.081,00	133.773,00
to other reserves	6921	1.450.095,00	1.193.738.00
Profit (loss) to be carried forward	(14)	171.760.627.00	158.503.178.00
Owners' contribution in respect of losses	794
Profit to be distributed	694/7
Dividends	694
Directors' or managers' entitlements	୧୫୧
Employees	୧୨୧
Other beneficiaries	697

STATEMENT OF INTANGIBLE FIXED ASSETS

Nr. 0550.880.915			F-cap 6.2.1

STATEMENT OF INTANGIBLE FIXED ASSETS
	Codes	Period	Preceding period
DEVELOPMENT COSTS
	8051P	xxxxxxxxxxxxxxx	310.006,00
Acquisition value at the end of the period

Movements during the period
Acquisitions, including produced fixed assets	8021
Sales and disposals	8031
(+)/(-) Transfers from one heading to another	8041
Acquisition value at the end of the period	8051	310.006,00
Depreciations and amounts written down at the end of the period	8121P	xxxxxxxxxxxxxxx	182.705,00
Movements during the period
Recorded	8071	43.106,00
Written back	8081
Acquisitions from third parties	8091
Cancelled owing to sales and disposals	8101
(+)/(-) Transferred from one heading to another	8111
Depreciations and amounts written down at the end of the period	8121	225.811,00

Nr. 0550.880.915			F-cap 6.2.3
	Codes	Period	Preceding period
CONCESSIONS, PATENTS, LICENCES, KNOW-HOW, BRANDS AND SIMILAR
RIGHTS


Acquisition value at the end of the period	8052P	xxxxxxxxxxxxxxx	58.935.475,00
Movements during the period
Acquisitions, including produced fixed assets	8022	5.131.545,00
Sales and disposals	8032
(+)/(-) Transfers from one heading to another	8042
	8052	64.067.020,00
Acquisition value at the end of the period
Depreciations and amounts written down at the end of the period	8122P	xxxxxxxxxxxxxxx	44.881.658,00
Movements during the period
Recorded	8072	5.930.186,00
Written back	8082
Acquisitions from third parties	8092
Cancelled owing to sales and disposals	8102
Transferred from one heading to another (+)/(-)	8112
Depreciations and amounts written down at the end of the period	8122	50.811.844,00

Nr.	0550.880.915

Nr. 0550.880.915			F-cap 6.2.4

	Codes	Period	Preceding period
GOODWILL
Acquisition value at the end of the period	8053P	xxxxxxxxxxxxxxx	148.498.638,00


Movements during the period Acquisitions, including produced fixed assets	8023
Sales and disposals	8033
(+)/(-) Transfers from one heading to another	8043
Acquisition value at the end of the period	8053	148.498.638,00
Depreciations and amounts written down at the end of the period	8123P	xxxxxxxxxxxxxxx	148.498.638,00

Movements during the period Recorded	8073
Written back	8083
Acquisitions from third parties	8093
Cancelled owing to sales and disposals	8103
(+)/(-) Transferred from one heading to another	8113
Depreciations and amounts written down at the end of the period	8123	148.498.638,00

Nr. 0550.880.915			F-cap 6.2.5

	Codes	Period	Preceding period
ADVANCE PAYMENTS
Acquisition value at the end of the period	8054P	xxxxxxxxxxxxxxx	15.970,00
Movements during the period
Acquisitions, including produced fixed assets	8024	289.805,00
Sales and disposals	8034
(+)/(-) Transfers from one heading to another	8044
Acquisition value at the end of the period	8054	305.775,00
Depreciations and amounts written down at the end of the period	8124P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8074
Written back	8084
Acquisitions from third parties	8094
Cancelled owing to sales and disposals	8104
(+)/(-) Transferred from one heading to another	8114
Depreciations and amounts written down at the end of the period	8124

STATEMENT OF TANGIBLE FIXED ASSETS

Nr. 0550.880.915			F-cap 6.3.1

STATEMENT OF TANGIBLE FIXED ASSETS
	Codes	Period	Preceding period
LAND AND BUILDINGS

Acquisition value at the end of the period	8191P	xxxxxxxxxxxxxxx	3.214,00
Movements during the period
Acquisitions, including produced fixed assets	8161
Sales and disposals	8171
(+)/(-) Transfers from one heading to another	8181
Acquisition value at the end of the period	8191	3.214,00
Revaluation surpluses at the end of the period	8251P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8211
Acquisitions from third parties	8221
Cancelled	8231
(+)/(-) Transferred from one heading to another	8241
Revaluation surpluses at the end of the period	8251
Depreciations and amounts written down at the end of the period	8321P	xxxxxxxxxxxxxxx	3.137,00
Movements during the period
Recorded	8271	77,00
Written back	8281
Acquisitions from third parties	8291
Cancelled owing to sales and disposals	8301
	8311
(+)/(-) Transferred from one heading to another
Depreciations and amounts written down at the end of the period	8321	3.214,00

Nr. 0550.880.915			F-cap 6.3.2

	Codes	Period	Preceding period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period	8192P	xxxxxxxxxxxxxxx	5.747.210,00
Movements during the period
Acquisitions, including produced fixed assets	8162
Sales and disposals	8172
(+)/(-) Transfers from one heading to another	8182
Acquisition value at the end of the period	8192	5.747.210,00
Revaluation surpluses at the end of the period	8252P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8212
Acquisitions from third parties	8222
Cancelled (+)/(-) Transferred from one heading to another	8232 8242

Revaluation surpluses at the end of the period	8252
Depreciations and amounts written down at the end of the period	8322P	xxxxxxxxxxxxxxx	5.377.398,00
Movements during the period
Recorded	8272	192.786,00
Written back	8282
Acquisitions from third parties Cancelled owing to sales and disposals	8292 8302
(+)/(-) Transferred from one heading to another	8312
Depreciations and amounts written down at the end of the period	8322	5.570.184,00
NET BOOK VALUE AT THE END OF THE PERIOD	(23)	177.026,00

Nr. 0550.880.915			F-cap 6.3.3
	Codes	Period	Preceding period

FURNITURE AND VEHICLES
Acquisition value at the end of the period	8193P	xxxxxxxxxxxxxxx	6.842,00
Movements during the period
Acquisitions, including produced fixed assets	8163
Sales and disposals	8173
(+)/(-) Transfers from one heading to another	8183
Acquisition value at the end of the period	8193	6.842,00
Revaluation surpluses at the end of the period	8253P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8213
Acquisitions from third parties	8223
Cancelled	8233
(+)/(-) Transferred from one heading to another	8243
Revaluation surpluses at the end of the period	8253
Depreciations and amounts written down at the end of the period	8323P	xxxxxxxxxxxxxxx	6.842,00
Movements during the period
Recorded	8273
Written back	8283
Acquisitions from third parties	8293
Cancelled owing to sales and disposals	8303
(+)/(-) Transferred from one heading to another	8313

Depreciations and amounts written down at the end of the period	8323	6.842,00

Nr. 0550.880.915			F-cap 6.3.5

	Codes	Period	Preceding period
OTHER TANGIBLE FIXED ASSETS

Acquisition value at the end of the period	8195P	xxxxxxxxxxxxxxx	36.564,00
Movements during the period
Acquisitions, including produced fixed assets	8165
Sales and disposals	8175
(+)/(-) Transfers from one heading to another	8185
Acquisition value at the end of the period	8195	36.564,00
Revaluation surpluses at the end of the period	8255P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8215
Acquisitions from third parties	8225
Cancelled	8235
(+)/(-) Transferred from one heading to another	8245
Revaluation surpluses at the end of the period	8255
Depreciations and amounts written down at the end of the period	8325P	xxxxxxxxxxxxxxx	36.564,00
Movements during the period
Recorded	8275
Written back	8285
Acquisitions from third parties	8295
Cancelled owing to sales and disposals	8305
(+)/(-) Transferred from one heading to another	8315
Depreciations and amounts written down at the end of the period	8325	36.564,00

Nr. 0550.880.915			F-cap 6.3.6
	Codes	Period	Preceding period
ASSETS UNDER CONSTRUCTION AND ADVANCE PAYMENTS
Acquisition value at the end of the period	8196P	xxxxxxxxxxxxxxx	174.405,00
Movements during the period
Acquisitions, including produced fixed assets	8166	25.425,00
Sales and disposals	8176
(+)/(-) Transfers from one heading to another	8186
Acquisition value at the end of the period	8196	199.830,00
Revaluation surpluses at the end of the period	8256P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8216
Acquisitions from third parties Cancelled	8226 8236
(+)/(-) Transferred from one heading to another	8246
Revaluation surpluses at the end of the period	8256
	8326P	xxxxxxxxxxxxxxx	174.405,00
Depreciations and amounts written down at the end of the period
Movements during the period
Recorded	8276
Written back	8286
Acquisitions from third parties	8296
Cancelled owing to sales and disposals	8306
(+)/(-) Transferred from one heading to another Depreciations and amounts written down at the end of the period	8316 8326	174.405,00

STATEMENT OF FINANCIAL FIXED ASSETS

Nr. 0550.880.915			F-cap 6.4.1
STATEMENT OF FINANCIAL FIXED ASSETS
	Codes	Period	Preceding period
AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8391P	xxxxxxxxxxxxxxx	738.753.766,00
Movements during the period
Acquisitions	8361
Sales and disposals	8371
(+)/(-) Transfers from one heading to another	8381
Acquisition value at the end of the period	8391	738.753.766,00
Revaluation surpluses at the end of the period	8451P	xxxxxxxxxxxxxxx	1.169.211.523,00
Movements during the period	8411
Recorded Acquisitions from third parties	8421
Cancelled	8431
(+)/(-) Transferred from one heading to another	8441
Revaluation surpluses at the end of the period	8451	1.169.211.523,00
Amounts written down at the end of the period	8521P	xxxxxxxxxxxxxxx	220.900.000,00
Movements during the period
Recorded	8471 8481
Written back Acquisitions from third parties	8491
Cancelled owing to sales and disposals	8501
(+)/(-) Transferred from one heading to another	8511
Amounts written down at the end of the period	8521	220.900.000,00
Uncalled amounts at the end of the period	8551P	xxxxxxxxxxxxxxx
(+)/(-) Movements during the period	8541
Uncalled amounts at the end of the period	8551
NET BOOK VALUE AT THE END OF THE PERIOD	(280)	1.687.065.289,00
AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	281P	xxxxxxxxxxxxxxx	881.562.177,00
Movements during the period
Additions	8581	192.469.183,00
Repayments	8591	12.435.822,00
Amounts written down	8601 8611
Amounts written back Exchange differences (+)/(-)	8621	-2.804.955,00
Other movements (+)/(-)	8631
NET BOOK VALUE AT THE END OF THE PERIOD	(281)	1.058.790.583,00
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF
THE PERIOD	8651

Nr. 0550.880.915			F-cap 6.4.3

	Codes	Period	Preceding period
OTHER ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8393P	xxxxxxxxxxxxxxx
Movements during the period
Acquisitions	8363 8373
Sales and disposals (+)/(-) Transfers from one heading to another	8383
Acquisition value at the end of the period	8393
	8453P	xxxxxxxxxxxxxxx
Revaluation surpluses at the end of the period
Movements during the period Recorded	8413
Acquisitions from third parties	8423
Cancelled	8433
(+)/(-) Transferred from one heading to another	8443
Revaluation surpluses at the end of the period	8453
Amounts written down at the end of the period	8523P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8473
Written back Acquisitions from third parties	8483 8493
Cancelled owing to sales and disposals	8503
(+)/(-) Transferred from one heading to another	8513
Amounts written down at the end of the period	8523
Uncalled amounts at the end of the period	8553P	xxxxxxxxxxxxxxx
Movements during the period (+)/(-)	8543
Uncalled amounts at the end of the period	8553
NET BOOK VALUE AT THE END OF THE PERIOD	(284)
OTHERS ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	285/8P	xxxxxxxxxxxxxxx	187.874,00
Movements during the period Additions	8583
Repayments	8593
Amounts written down	8603
Amounts written back	8613
(+)/(-) Exchange differences (+)/(-) Other movements	8623 8633

NET BOOK VALUE AT THE END OF THE PERIOD	(285/8)	187.874,00
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF	8653

	0550.880.915






							(in units)
Belgium	0419.457.296 Limited liability company Genthof 5, 9255 Buggenhout,	Capital shares	371.481. 133	100	31/12/2023	EUR	230.509.347,00	80.018.428,00

b (www.reportlab.com) to purchase.

Nr	0550 880 915

LIST OF COMPANIES FOR WHICH THE COMPANY HAS UNLIMITED LIABLITY IN THE CAPACITY OF UNLIMITED LIABLE PARTNER OR MEMBER

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

The annual accounts of the indicated company:

A. will be published by filing with the National Bank of Belgium by this enterprise;
B. are actually published by the company in a different member country of the European to article 16 of directive (EU) 2017/1132;
C. are being inserted by complete or proportional consolidated annual accounts of the company, drawn up, verfied and published in accordance with the stipulations of the Belgian Companies and Associations Code concerning the consolidated annual accounts;
D. concern a limited partnership (société simple/maatschap).

NAME, full address of the REGISTERED OFFICE, LEGAL FORM and for an enterprise governed by Belgian law, THE COMPANY IDENTIFICATION NUMBER	Possible code
Ontex Hygieneartikel GMBH DE140364318 Private company with limited liability Fabrikstrasse 30, D-02692 Grosspostwitz, Germany	B
Moltex baby-Hygiene GMBH DE811576157 Private company with limited liability Robert-Bosch-Strasse, D-56710 Mayen, Germany	B
DE149262946 Private company with limited liability Robert Bosch Strasse, D-56727 Mayen/Eifel, Germany	B
Ontex Vertrieb GMBH DE813704839 Private company with limited liability Robert Bosch Strasse 8, D-56727 Mayen/Eifel, Germany	B
Ontex Engineering GmbH & Co. KG DE293828372 Private company with limited liability ROBERT BOSCH STRASSE 8, D-56727 Mayen/Eifel, Germany	B
Ontex Healthcare Deutschland GMBH
Private company with limited liability Hansaring 6, d-49504 Lotte, Germany	B
WS Windel-Shop GMBH DE811130970 Private company with limited liability Robert Bosch Strasse 8, D-56727 Mayen/Eifel, Germany	B

OTHER INVESTMENTS AND DEPOSITS, ALLOCATION DEFERRED CHARGES AND ACCRUED INCOME

	Codes	Period	Preceding period
INVESTMENTS: OTHER INVESTMENTS AND DEPOSITS
Shares and current investments other than fixed income investments	51		.
Shares - Book value increased with the uncalled amount 8681		.
Shares - Uncalled amount	8682
Precious metals and works of art			.
Fixed income securities	52
Fixed income securities issued by credit institutions			.
Fixed term accounts with credit institutions		.
With residual term or notice of withdrawal
up to one month
between one month and one year
over one year
Other investments not mentioned above	8689

	Period
DEFERRED CHARGES AND ACCRUED INCOME
Allocation of heading 490/1 of assets if the amount is significant
Accrued interests	23.734.299.00
Офес	2.566.286.00

STATEMENT OF CAPITAL AND SHAREHOLDING STRUCTURE

	Codes	Period	Preceding period
STATEMENT OF CAPITAL
Capital
lssued capital at the end of the period	100P	XXXXXXXXXXXXXXXXXXXXXX	823.587.466.00
lssued capital at the end of the period	(100)	823.587.466.00

	Codes	Value	Number of shares
Changes during the period
		.


��
Structure of the capital
Different categories of shares
Shares without nominal value		823.587.466,00	82.347.218
		.


Registered shares	8702	XXXXXXXXXXXXXXXXXXX	16.355.865
Shares dematerialized		XXXXXXXXXXXXXXXXXXX	65.991.353

	Codes	Uncalled amount	Capital called but not paid
Capital not paid Uncalled capital Called up capital, unpaid Shareholders having yet to pay up in full	(101)	. XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX


��

	Codes	Period
Own shares
Held by the company itself
Amount of capital held		12.602.204,00
Corresponding number of shares		1.260.044
Held by the subsidiaries
Amount of capital held
Corresponding number of shares
Commitments to issue shares
Owing to the exercise of conversion rights
Amount of outstanding convertible loans
Amount of capital to be subscribed
Corresponding maximum number of shares to be issued
Owing to the exercise of subscription rights
Number of outstanding subscription rights
Amount of capital to be subscribed
Corresponding maximum number of shares to be issued	8747
Authorized capital not issued	8751	164.717.493,00

	Codes	Period
Shares issued, non representing capital
Distribution
Number of shares
Number of voting rights attached thereto		.
Allocation by shareholder
Number of shares held by the company itself
Number of shares held by its subsidiaries

	Period
Supplementary explanation relating to the contribution (including the industry contribution)
��
��

Shareholder	December 31, 2024	of *
Groupe Bruxelles Lambert SA	16,454,453 19,989
ENA Investment Capital LLC	12.411,999	15:0796
The Pamajugo Irrevocable Trust	2,722,221	3.64%
Mr. Joannes G.H.M. Niessen and Mont cervin SARL	2,517:540	3.06%
BPCE SA, Natixis SA, Natixis Investment Managers, NIM Participations 3 and DNCA Finance	2,491,966 3,03%
*At the time of the transparersy declaration

w.reportlab.com) to purchase.

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

	Period
ANALYSIS OF THE HEADING 164/5 OF LIABILITIES IF THE AMOUNT IS SIGNIFICANT
Share based payments	7.975.354.00

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

	Codes	Period
BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL PERIOD TO MATURITY OF MORE THAN ONE YEAR, ACCORDING TO THEIR RESIDUAL TERM
Current portion of amounts payable after more than one year falling due within one year
Financial debts		24.000.000,00
Subordinated loans	8811	.
Unsubordinated debentures		.
Leasing and other similar obligations
Credit institutions		24.000.000,00
Other loans	8851	.
Trade debts	8861
Suppliers
Bills of exchange payable		.
Advance payments received on contract in progress
Other amounts payable	8901
Total current portion of amounts payable after more than one year falling due within one year (42)		24.000.000,00

Amounts payable with a remaining term of more than one but not more than five years Financial debts	8802	580.000.000,00
Subordinated loans	8812
Unsubordinated debentures	8822	580.000.000,00
Leasing and other similar obligations
Credit institutions
Other loans	8852
Trade debts
Suppliers
Bills of exchange payable	8882
Advance payments received on contracts in progress
	8902
Other amounts payable
Total amounts payable with a remaining term of more than one but not more than five years	8912	580.000.000,00
Amounts payable with a remaining term of more than five years
Financial debts
Subordinated loans
Unsubordinated debentures	8823
Leasing and other similar obligations
Credit institutions
Other loans	8853
Trade debts	8863
Suppliers	8873
Bills of exchange payable	8883
Advance payments received on contracts in progress
Other amounts payable	8903
Total amounts payable with a remaining term of more than five years

	0550.880.915
--	--------------	--

	Codes	Period
GUARANTEED AMOUNTS PAYABLE (included in headings 17 and 42/48 of the liabilities)
Amounts payable guaranteed by Belgian public authorities
Financial debts	8921
Subordinated loans	8931
Unsubordinated debentures	8941
Leasing and similar obligations
Credit institutions	8961
Other loans	8971
Trade debts	8981
Suppliers	8991
Bills of exchange payable
Advance payments received on contracts in progress
Remuneration and social security	9021
Other amounts payable	9051
Total amounts payable guaranteed by Belgian public authorities
Amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its own assets
Financial debts	8922	580.000.000,00
Subordinated loans	8932
Unsubordinated debentures		580.000.000,00
Leasing and similar obligations
Credit institutions
Other loans	8972
Trade debts	8982
Suppliers
Bills of exchange payable
Advance payments received on contracts in progress		.
Taxes, remuneration and social security
Taxes	9032
Remuneration and social security
Other amounts payable	9052
Total amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its own assets	9062	580.000.000,00

	Codes	Period
TAXES, REMUNERATION AND SOCIAL SECURITY
Taxes (heading 450/3 and 179 of the liabilities)
Outstanding tax debts		.
Accruing taxes payable		2.109.870,00
Estimated taxes payable
Remuneration and social security (headings 454/9 and 179 of the liabilities)
Amounts due to the National Social Security Office
Other amounts payable in respect of remuneration and social security		2.193.793.00

0550.880.915		F-cap 6.9

		Period
ACCRUALS AND DEFERRED INCOME
	Allocation of heading 492/3 of liabilities if the amount is significant
	Accrued charges interests	9.304.166,00
	Other	147.255,00

OPERATING RESULTS

	Codes	Period	Preceding period
OPERATING INCOME
Net turnover
Allocation by categories of activity
��



Allocation into geographical markets




Other operating income Operating subsidies and compensatory amounts received from public authorities
OPERATING CHARGES
Employees for whom the enterprise submitted a DIMONA declaration or who are recorded in the general personnel register
Total number at the closing date		62	61
Average number of employees calculated in full-time equivalents	9087 -	61,5	57.5
Number of actual worked hours	0088	99.449	91.523
Personnel costs
Remuneration and direct social benefits		8.190.900.00	8.274.381,00
Employers' contribution for social security	621	1.721.480,00	1.425.020,00
Employers' premiums for extra statutory insurance	622	886.804,00	990.325,00
Other personnel costs	623	414.456.00	843.896.00
Retirement and survivors' pensions	624

	Codes	Period	Preceding period
Provisions for pensions and other similar rights Appropriations (uses and write-backs) (+)(-)
Amounts written off
Stocks and contracts in progress
Recorded
Written back	9111
Trade debts
Recorded
Written back
Provisions for liabilities and charges
Additions			2.550.477,00
Uses and write-backs		492.725.00
Other operating charges
Taxes related to operation		4.445,00	13.840,00
Other costs
Hired temporary staff and personnel placed at the enterprise's disposal
Total number at the closing date
Average number calculated in full-time equivalents		0,2	0, 1
Number of actual worked hours	9098	343	149
Costs to the enterprise	617	6.655,30	3.733.00

FINANCIAL RESULTS

	Codes	Period	Preceding period
RECURRING FINANCIAL INCOME
Other financial income Subsidies granted by public authorities and recorded as income for the period
Capital subsidies
Interest subsidies	9126
Allocation of other financial income
Currency differences realized		17.447.579,00	11.682.047,00
Others

��			.
��
RECURRING FINANCIAL CHARGES
Depreciation of loan issue expenses
Capitalized Interests	6502
Amounts written off current assets
Recorded
Written back	6511	955.597.00
Other financial charges Amount of the discount borne by the enterprise, as a result of negotiating amounts receivable	653
Provisions of a financial nature
Appropriations
Uses and write-backs
Allocation of other financial charges
Currency differences realized
Currency translation differences
Others
Exchange rate differences		19.429.707,00	9.127.270,00
Less value realisation of current asset		651.939,00	443.483,00
Factor Fee		758.183,00	563.171,00
Agency Fee		49.580,00	140.000,00
Other Financial Costs		314.662,00	299.356,00

INCOME AND CHARGE OF EXCEPTIONAL SIZE OR INCIDENCE

Nr. 0550.880.915			F-cap 6.12

INCOME AND CHARGE OF EXCEPTIONAL SIZE OR INCIDENCE
	Codes	Period	Preceding period

NON RECURRING INCOME	76		458.231,00
Non-recurring operating income	(76A)
Write-back of depreciation and of amounts written off intangible and tangible fixed assets	760
Write-back of provisions for non-recurring operating liabilities and charges	7620
Capital gains on disposal of intangible and tangible fixed asset	7630
Other non-recurring operating income	764/8
Non-recurring financial income	(76B)		458.231,00
Write-back of amounts written down financial fixed assets	761
Write-back of provisions for non-recurring financial liabilities and charges	7621
Capital gains on disposal of financial fixed assets	7631
Other non-recurring financial income	769		458.231,00
NON-RECURRING EXPENSES	66	1.858.209,00	14.678.848,00
Non-recurring operating charges	(66A)	34.936,00	740.916,00
Non-recurring depreciation of and amounts written off formation expenses, intangible and tangible fixed assets	660
Provisions for non-recurring operating liabilities and charges: Appropriations (+)/(-) (uses)	6620		-150.000,00
Capital losses on disposal of intangible and tangible fixed assets	6630
Other non-recurring operating charges	664/7	34.936,00	890.916,00
.(-) Non-recurring operating charges carried to assets as restructuring costs	6690
Non-recurring financial charges	(66B)	1.823.273,00	13.937.932,00
Amounts written off financial fixed assets	661		13.934.842,00

Provisions for non-recurring financial liabilities and charges: Appropriations	6621
(+)/(-) (uses)
Capital losses on disposal of financial fixed assets Other non-recurring financial charges	6631 668	1.823.273,00	2.603,00 487,00

INCOME TAXES AND OTHER TAXES

	Codes	Period
INCOME TAXES
Income taxes on the result of the period	9134	1.732.033,00
Income taxes paid and withholding taxes due or paid		1.732.033,00
Excess of income tax prepayments and withholding taxes paid recorded under assets 9136
Estimated additional taxes
Income taxes on the result of prior periods		361.548,00
Additional income taxes due or paid		361.548,00
Additional income taxes estimated or provided for
In so far as taxes of the period are materially affected by differences between the profit before taxes as stated in annual accounts and the estimated taxable profit
Exemption in the amount of the non-deductible financing cost surplus carried forward (+)(-)		9.437.153,00
Tax provision ----------------------------------------------------------------------------------------------------------------------------------------------------------------		492.725,00
Disallowed expenses		305.920,00
Reversal impairment of treasury shares		303.659,00
Innovation deduction		1.700.000,00
Use of tax losses		3.876.614,00

	Period
lmpact of non recurring results on the amount of the income taxes relating to the current period



��

	Codes	Period
Status of deferred taxes Deferred taxes representing assets Accumulated tax losses deductible from future taxable profits		107.120.120,00 107.120.120.00
Other deferred taxes representing assets Carried forward non-deductible financing cost surplus		58.620.025,00
Deferred taxes representing liabilities Allocation of deferred taxes representing liabilities

	Period	Preceding period
VALUE ADDED TAXES AND OTHER TAXES BORNE BY THIRD PARTIES
Value added taxes charged
To the enterprise (deductible)	5.431.429,00	6.202.675.00
By the enterprise	1.371.943.00	2.283.398,00
Amounts withheld on behalf of third party
For payroll withholding taxes	3.749.631,00	5.257.830.00
For withholding taxes on investment income

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

Nr. 0550.880.915		F-cap 6.14
RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET	Codes	Period

PERSONAL GUARANTEES PROVIDED OR IRREVOCABLY PROMISED BY THE ENTERPRISE AS SECURITY FOR DEBTS AND COMMITMENTS OF THIRD PARTIES	9149	1.425.625.664,00
Of which
Bills of exchange in circulation endorsed by the enterprise	9150
Bills of exchange in circulation drawn or guaranteed by the enterprise	9151
Maximum amount for which other debts or commitments of third parties are guaranteed by the
enterprise	9153	1.425.625.664,00
REAL GUARANTEES
Real guarantees provided or irrevocably promised by the enterprise on its own assets as security of debts and commitments of the enterprise
Mortgages
Book value of the immovable properties mortgaged	91611
Amount of registration	91621
Amount of registration by mandate	91631
Pledging of goodwill
Pledging of goodwill - Max amount	91711
Pledging of goodwill - Amount of the registration by mandate	91721
Pledging of other assets
Pledging of other assets - Book value	91811	1.425.625.664,00
Pledging of other assets - Max amount	91821
Guarantees provided on future assets
	91911
Guarantees provided on future assets - Amount assets involved
Guarantees provided on future assets - Max amount	91921
Seller privilege
Seller privilege - Book value Seller privilege - Unpaid amount	92011 92021

Nr. F-cap 6.14 0550.880.915 Codes Period Real guarantees provided or irrevocably promised by the enterprise on its own assets as security of debts and commitments of third parties Mortgages Book value of the immovable properties mortgaged 91612 Amount of registration 91622 Amount of registration by mandate 91632 Pledging of goodwill Pledging of goodwill - Max amount 91712 Pledging of goodwill - Amount of the registration on goodwill pledged by mandate 91722 Pledging of other assets





























1.103.023.079,00 91812 Pledging of other assets - Book value
Pledging of other assets - Max amount 91822
Guarantees provided on future assets
91912 Guarantees provided on future assets - Amount assets involved
91922 Guarantees provided on future assets - Max amount
Seller privilege
92012 Seller privilege - Book value
92022 Seller privilege - Unpaid amount

Codes Period

GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN THEIR
OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE The guarantees, included under code 9149, 9381 and 9391, are determined in accordance with the
syndicate credit facilities agreement and were calculated on the equity of the Guarantor (Ontex

GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN THEIR OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE
The guarantees, included under code 9149, 9381 and 9391, are determined in accordance with the syndicate credit facilities agreement and were calculated on the equity of the Guarantor (Ontex Group NV) and the Co-guarantors (listed below)
Guarantors SFA
Ontex Group NV (Belgium)
Ontex BV (Belgium)
Ontex CZ (Czech Republic)
Ontex Mayen GmbH (Germany)
Ontex Hygiëneartikel GmbH (Germany)
Ontex Vertrieb GmbH (Germany)
Ontex Manufacturing Italy SRL (Italy)
Serenity Spa (Italy)
Ontex Peninsular SA (Spain)
Ontex ID SA (Spain)
Ontex Retail UK Ltd (United Kingdom)
Ontex Healthcare UK Ltd (United Kingdom)
Ontex France SAS (France)
Ontex Santé France SAS (France)
Ontex Polska sp z.o.o. (Poland)
Valor Brands LLC (United States)
Ontex Operations USA LLC (United States)


SUBSTANTIAL COMMITMENTS TO ACQUIRE FIXED ASSETS




SUBSTANTIAL COMMITMENTS TO DISPOSE OF FIXED ASSETS



FORWARD TRANSACTIONS

	Codes I	Period
Goods purchased (to be received)
Goods sold (to be delivered)
Currencies purchased (to be received)		366.037.655,00
Currencies sold (to be delivered)		366.037.655,00

Nr.	F-cap 6.14
	Period
COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES




	Period
AMOUNT, NATURE AND FORM CONCERNING LITIGATION AND OTHER IMPORTANT COMMITMENTS

SUPPLEMENT RETIREMENTS OR SURVIVORS PENSION PLANS IN FAVOUR OF THE PERSONNEL OR THE EXECUTIVES OF THE ENTERPRISE

Brief description

A defined contribution plan exists for some staff, whose rights are covered by group insurance, and whose premiums paid are expensed in the relevant year.

Measures taken by the enterprise to cover the resulting charges

	Codes	Period
PENSIONS FUNDED BY THE ENTERPRISE
Estimated amount of the commitments resulting from past services	9220
Methods of estimation

	Period
NATURE AND FINANCIAL IMPACT OF SIGNIFICANT EVENTS AFTER THE CLOSING DATE NOT INCLUDED IN THE BALANCE SHEET OR THE INCOME STATEMENT

Nr. 0550.880.915	F-cap 6.14

	Period
COMMITMENTS TO PURCHASE OR SALE AVAILABLE TO THE COMPANY AS ISSUER OF OPTIONS FOR SALE OR
PURCHASE

	Period
NATURE, COMMERCIAL OBJECTIVE AND FINANCIAL CONSEQUENCES OF TRANSACTIONS NOT REFLECTED IN THE BALANCE SHEET
Provided that the risks or advantages coming from these transactions are significant and if the disclosure of the risks or advantages is necessary to appreciate the financial situation of the company
Ontex Group NV has a factoring agreement with a financial institution for an amount of EUR 127.643.913 per December 31, 2024.
The guarantees, included under code 9149, 9381 and 9391, are determined in accordance with the syndicate credit facilities agreement and were calculated on the equity of the Guarantor (Ontex Group NV) and the Co-guarantors (listed below)
Guarantors SFA
Ontex Group NV (Belgium)
Ontex BV (Belgium)
Ontex CZ (Czech Republic)
Ontex Mayen GmbH (Germany)
Ontex Hygiëneartikel GmbH (Germany)
Ontex Vertrieb GmbH (Germany)
Ontex Manufacturing Italy SRL (Italy)
Serenity Spa (Italy)
Ontex Peninsular SA (Spain)
Ontex ID SA (Spain)
Ontex Retail UK Ltd (United Kingdom)
Ontex Healthcare UK Ltd (United Kingdom)
Ontex France SAS (France)
Ontex Santé France SAS (France)
Ontex Polska sp z.o.o. (Poland)
Valor Brands LLC (United States)
Ontex Operations USA LLC (United States)
In May 2023, the Company issued a one-time grant of PSUs covering financial years 2023, 2024 and 2025
under the Company's 2023-2025 "Value Creation Projects" Long-Term Incentive Plan (the "VCP LTIP")). The
VCP LTIP leads to a possible dilution for existing shareholders. For further details on the VCP LTIP, please
refer to the Remuneration Report, which forms part of the annual report.

	Period
OTHER RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET (including those which can not be quantified)
Bank guarantee related to pending litigation (in which Ontex Group NV is a creditor)	5.200.000,00

RELATIONSHIPS WITH AFFILIATED ENTERPRISES, ASSOCIATED ENTERPRISES AND OTHERS ENTERPRISES LINKED BY PARTICIPATING INTERESTS Nr. F-cap 6.15 0550.880.915

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


	Codes	Period	Preceding period
AFFILIATED ENTERPRISES
Financial fixed assets	(280/1)	2.745.855.872,00	2.568.627.466,00
Participating interests	(280)	1.687.065.289,00	1.687.065.289,00
Subordinated amounts receivable	9271
Other amounts receivable	9281	1.058.790.583,00	881.562.177,00
Amounts receivable	9291	168.978.034,00	298.727.305,00
Over one year Within one year	9301 9311	168.978.034,00	298.727.305,00

Current investments Shares	9321 9331
Amounts receivable	9341
Amounts payable	9351	542.082.680,00	454.263.083,00
Over one year	9361
Within one year	9371	542.082.680,00	454.263.083,00
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or
commitments of affiliated enterprises Provided or irrevocably promised by affiliated enterprises as security for	9381	1.425.625.664,00	1.413.272.389,00
debts or commitments of the enterprise	9391	1.103.023.079,00	1.106.713.795,00
Other significant financial commitments	9401
Financial results
Income from financial fixed assets	9421
Income from current assets	9431	55.693.374,00	67.152.174,00
Other financial income	9441
Debt charges	9461	17.746.219,00	17.314.442,00
Other financial charges	9471
Disposal of fixed assets
Capital gains obtained	9481
Capital losses suffered	9491

	Codes	Period	Preceding period
ASSOCIATED ENTERPRISES
Financial fixed assets	9253
Participating interests			.
Subordinated amounts receivable		.
Other amounts receivable	9283
Amounts receivable	9293
Over one year
Within one year	9313	.
Amounts payable	9353
Over one year
Within one year
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or commitments of associated enterprises	9383
Provided or irrevocably promised by associated enterprises as security for
debts or commitments of the enterprise	9393
Other significant financial commitments	9403
OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assets	9252
Participating interests
Subordinated amounts receivable		.
Other amounts receivable	9282
Amounts receivable	9292
Over one year
Within one year	9312
Amounts payable	9352
Over one year
Within one year	9372

	Period
TRANSACTIONS WITH ENTERPRISES LINKED BY PARTICIPATING INTERESTS OUT OF MARKET CONDITIONS Mention of these transactions if they are significant, including the amount of the transactions, the nature of the link, and all information about the transactions which should be necessary to get a better understanding of the situation of the company
NHII -------------------------------------------------------------------------------------------------------------------------------------------------------------------------


a minuture manu manumi municipi minutur minutur minutur manu manu manu manu manu manu manu manu manu manu manu manu manu manu manu manu manu mangunan manung manggunian mangg

FINANCIAL RELATIONSHIPS WITH

Nr. 0550.880.915		F-cap 6.16
FINANCIAL RELATIONSHIPS WITH
	Codes	Period
DIRECTORS, MANAGERS, INDIVIDUALS OR BODIES CORPORATE WHO CONTROL THE ENTERPRISE WITHOUT BEING ASSOCIATED THEREWITH OR OTHER ENTERPRISES CONTROLLED BY THESE PERSONS
Amounts receivable from these persons	9500
Conditions on amounts receivable, rate, duration, possibly reimbursed amounts, canceled amounts or renounced amounts

Guarantees provided in their favour	9501
Other significant commitments undertaken in their favour Amount of direct and indirect remunerations and pensions, included in the income statement,	9502
as long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable person
To directors and managers To former directors and former managers	9503 9504	1.091.250,00

	Codes	Period
AUDITORS OR PEOPLE THEY ARE LINKED TO	9505	431.031,00
Auditor's fees Fees for exceptional services or special missions executed in the company by the auditor

AUDITORS OR PEOPLE THEY ARE LINKED TO
9505 Auditor's fees	431.031,00
Fees for exceptional services or special missions executed in the company by the auditor 95061	194.595,00
Other attestation missions Tax consultancy 95062
Other missions external to the audit 95063
Fees for exceptional services or special missions executed in the company by people they are linked to
Other attestation missions 95081
95082 Tax consultancy
95083 Other missions external to the audit

Mentions related to article 3:64, §2 and §4 of the Companies and Associations Code

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION TO DISCLOSE BY EACH ENTERPRISE THAT IS SUBJECT TO COMPANY LAW ON THE CONSOLIDATED ACCOUNTS OF ENTERPRISES Nr. F-cap 6.18.1 0550.880.915

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

FINANCIAL RELATIONSHIPS OF THE GROUP LED BY THE ENTERPRISE IN BELGIUM WITH AUDITORS OR WITH PEOPLE THEY ARE LINKED TO Nr. F-cap 6.18.2 0550.880.915

Nr. 0550.880.915		F-cap 6.18.2
TO	Codes	Period


Mentions related to article 3:65, §4 and §5 of the Companies and Associations Code Auditor's fees according to a mandate at the group level led by the company publishing the information	9507	561.917,00
Fees for exceptional services or special missions executed in these group by the auditor
Other attestation missions	95071	194.595,00
Tax consultancy	95072
Other missions external to the audit	95073
Fees to people auditors are linked to according to the mandate at the group level led by the company publishing the information	9509	659.055,00
Fees for exceptional services or special missions executed in the group by people they are linked to
Other attestation missions	95091	109.977,00
Tax consultancy	95092	12.370,00

Mentions related to article 3:64, §2 and §4 and of the Companies and Associations Code

VALUATION RULES

BE 0550.880.915 Summary Accounting policies "naamloze vennootschap" Ontex Group , Korte Keppestraat 21, 9320 Erembodegem

The accounting policies have been set in accordance with the Royal Decree of April 2019 in execution of the Companies Act. These are applicable for the waluation of the whole set of receivables, liabilities and obligations, of whatever nature, related to Ontex Group W and the own funds provided to this Company.

The accounting policies are in particular applicable for the determination and adjustment of depreciations, amortizations and provisions for liabilities and charges as well as revaluations. 1.General Accounting Policies

a) Individual valuation of each asset component

Every component of the assets is valued individually. The depreciations, amortizations and revaluations are specific to the related asset components. The provisions for liabilities and charges are valued individually.

b) Prudence, sincerity and good faith The amortizations, depreciations, valuations and provisions for liabilities and charges meet the requirements of prudence, sincerity and good faith.

The depreciations, amortizations and provisions for liabilities and charges are systematically recorded and don't depend on the result of the year.

c) Acquisition value - nominal value - revaluation

As a qeneral rule, each component of the assets is valued at its acquisition cost and shown in the balance sheet for that amount, minus any depreciation or write-downs. However :

The amounts receivable are shown, in principle, at their nominal value.
The tangible assets as well as the investments and shares reported under the financial assets can be valued according to the cases indicated in article 57 of the abovementioned Royal Decree. 2.Specific Accounting Policies

Formation expenses

These expenses are shown at their acquisition value and are amortized using the straight-line method over 5 years as from the year of acquisition on a prorated daily basis. The capitalized issuance costs relating to the borrowings are amortized over the term of the loan.

Restructuring costs are recognized in the section "Formation expenses" from the balance sheet and amortized using the straight-line method over a period of 5years on a prorated basis.

Tangible and intangible fixed assets

a) Valuation gross value

Tangible assets are carried at acquisition value and recorded for that amount in the balance sheet less any accumulated depreciation and impairment loss.

The acquisition value represents the acquisition cost or where appropriate, the manufacturing price.

The acquisition cost includes the acquisition price and any directly attributable costs. The manufacturing price includes in addition to the acquisition cost of the raw materials, consumables and supplies also the production costs.

b) Depreciations

Tangible assets with finite useful lives are depreciated spreading the related cost over the probable useful life of the asset. The tax regulations concerning declining balance depreciations and other methods of accelerated depreciations can be used .

An exceptional depreciation is applied to disposed assets that are no longer useful for the Company's activities in order to align their book value with their likely realization value. The intangible assets are amortized as follows:

-Research and development costs

20 % straight-line 33% straight-line

Nr. 0550.880.915	F-cap 6.19

Nr. F-cap 6.19 0550.880.915

OTHER INFORMATIONS TO DISCLOSE

For the financial year ending December 31, 2024 the following companies make use of the exemptions in accordance with the German regulation of §267 section 3 HGB. Ontex Group NV acts as a guarantor for the debts assumed by these entities in 2023 and 2024: Nr. F-cap 6.20 0550.880.915

Ontex Vertrieb GmbH, Mayen; Ontex Mayen GmbH, Mayen; Moltex Baby-Hygiene GmbH, Mayen; WS Windel-Shop, Mayen; Ontex Healthcare Deutschland GmbH, Lotte; Ontex Hygieneartikel Deutschland GmbH, Großpostwitz; en Ontex Engineering GmbH & Co. KG, Mayen.

EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER (continued) Nr. F-cap 10 0550.880.915

EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER (continued)
At the closing date of the period	Codes	1. Full-time	2. Part-time	3. Total full-time equivalents
Number of employees	105	56	6	61,1
By nature of the employment contract
Contract for an indefinite period	110	56	6	61,1
Contract for a definite period	111
Contract for the execution of a specifically assigned work Replacement contract	112 113

According to gender and study level	120	36	2	37,7
Men primary education	1200	2	1	2,9
secondary education	1201
higher non-university education	1202	17	1	17,8
university education	1203	17		17,0
Women	121	20	4	23,4
primary education	1210
secondary education	1211
higher non-university education	1212	9	2	10,6
university education	1213	11	2	12,8
By professional category
Management staff	130
Employees	134	56	6	61,1
Workers	132
Others	133

During the period	Codes	staff	at the enterprise's disposal

LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD

By nature of employment contract

Contract for an indefinite period
Contract for a definite period
Contract for the execution of a specifically assigned work
Replacement contract

Nr. 0550.880.915				F-cap 10
LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD
ENTRIES	Codes	1. Full-time	2. Part-time	3. Total full-time equivalents
Number of employees for whom the entreprise submitted a DIMONA declaration or who have been recorded in the general personnel register during the financial year	205	10		10,0
By nature of employment contract
Contract for an indefinite period	210	10		10,0
Contract for a definite period	211
Contract for the execution of a specifically assigned work	212
Replacement contract	213

DEPARTURES	Codes	1. Full-time	2. Part-time	3. Total full-time equivalents
Number of employees whose contract-termination date has been entered in DIMONA declaration or in the general personnel register during the financial year	305	8	1	8,8

				equivalents
Number of employees for whom the entreprise submitted a DIMONA declaration or who have been recorded in the
By nature of employment contract




				equivalents
Number of employees whose contract-termination date has been entered in DIMONA declaration or in the general personnel register during the financial year	305	8	1	8,8
By nature of employment contract
Contract for an indefinite period	310	8	1	8,8
Contract for a definite period	311
Contract for the execution of a specifically assigned work	312
Replacement contract	313
By reason of termination of contract
Retirement	340
Unemployment with extra allowance from enterprise	341
Dismissal	342	2		2,0
Other reason	343	6	1	6,8
the number of persons who continue to render services to the enterprise at least half-time on a self-employed basis	350

INFORMATION ON TRAINING PROVIDED TO EMPLOYEES DURING THE PERIOD

Nr. 0550.880.915				F-cap 10

INFORMATION ON TRAINING PROVIDED TO EMPLOYEES DURING THE PERIOD

	Codes	Men	Codes	Women
Total of initiatives of formal professional training at the expense of the employer

Number of employees involved	5801	19	5811	7
Number of actual training hours	5802	148	5812	238
Net costs for the enterprise	5803	18.637,27	5813	13.493,96
of which gross costs directly linked to training	58031	18.637,27	58131	13.493,96
of which fees paid and paiments to collective funds	58032		58132
of which grants and other financial advantages received (to deduct)	58033		58133
Total of initiatives of less formal or informal professional training at the expense of the employer
Number of employees involved	5821		5831
Number of actual training hours	5822		5832
Net costs for the enterprise	5823		5833
Total of initiatives of initial professional training at the expense of the employer
Number of employees involved	5841		5851
Number of actual training hours	5842		5852

Ontex Group NV Korte Keppestraat 21 9320 Erembodegem (Aalst) 0550.880.915 RLE Ghent (Division Dendermonde) (the "Company")

ANNUAL BOARD REPORT ON THE STATUTORY ANNUAL ACCOUNTS FOR FINANCIAL YEAR 2024

In accordance with articles 3:5 and 3:6 of the Belgian Companies and Associations Code ("BCAC"), the board of directors of the Company (the "Board") hereby issues its annual report on the activities of the Company during financial year 2024 and submits the statutory annual accounts of the Company for the financial year ended 31 December 2024 to the Company's shareholders' meeting for its approval.

1. Activities of the Company

The Company is the ultimate parent company of the Ontex group of companies (the "Group"), and its main activities include owning and managing its shareholding in Ontex BV (which in turn directly or indirectly owns shareholdings in the remaining subsidiaries of the Group), providing certain management, IT and other services to the companies of the Group, and financing the Group through its external bank and bond financing. The Company's shares are listed on Euronext Brussels.

2. Explanations to the key financial movements in financial year 2024

2.1 Balance sheet

As at the end of financial year 2024,the Company's balance sheet total was €3,035,105,915, compared to €3,018,673,791 as at the end of financial year 2023, an increase of €16,432,124.

Fixed assets increased from €2,583,382,317 as at the end of financial year 2023 to €2,759,891,343 as at the end of financial year 2024. This is explained mainly by the following elements:

Intangible fixed assets decreased from €14,197,088 as at the end of financial year 2023 to €13,645,146 as at the end of financial year 2024. These assets consist mainly of the Company's concessions and licenses for the Group's SAP and Microsoft software. Concessions amounted to €13,255,176 as at the end of financial year 2024, a decrease compared to 2023 with €798,641, due to a combination of additions during the year for €5,131,545 and amortizations for €5,930,186.
Tangible fixed assets decreased from €369,889 to €202,451 due to depreciations during the year. These assets mainly consist of IT servers and IT‐related material.
Apart from the participation in Ontex BV for €1,687,065,289 which has remained unchanged, the financial fixed assets also include loans to the Company's affiliates for an amount of €1,058,790,583, increased from €881,562,177 as at the end of financial year 2023, and guarantees for an amount of €187,874.

Current assets decreased from €435,291,474 as at the end of financial year 2023 to €275,214,572 as at the end of financial year 2024. This is explained mainly by the following elements:

Amounts receivable within one year decreased from €349,725,981 as at the end of financial year 2023 to €209,569,020 as at the end of financial year 2024. This results largely from a decrease of "Other amounts receivable" from €238,600,417 as at end of financial year 2023 to €114,735,550 as at end of financial year 2024. This amount consists mainly of current accounts with other members of the Group, which are managed on a daily basis and on which monthly interest is charged. Additionally, the amounts receivable within one year from trade debtors decreased from €111,125,564 as at the end of financial year 2023 to €94,833,470 as at the end of financial year 2024. This amount consists mainly of factored trade receivables.
Cash at bank and in hand decreased from €53,033,099 as at the end of financial year 2023 to €28,773,214 as at the end of financial year 2024.
Deferred charges and accrued income increased from €23,410,737 as at end December 2023 to €26,300,585 as at the end of financial year 2024 and mostly reflect accrued interests on intercompany loans.

Equity increased from €1,661,725,038 as at the end of financial year 2023 to €1,677,206,663 as at the end of financial year 2024. This increase follows mainly from the Company's result for financial year 2024, being a profit of €15,481,625.

As at the end of 2024, the 'Reserves' accounts of the Company amounted to €269,116,428 in aggregate, and consisted of the following reserves:

The legal reserve account increased to an amount of €30,568,038. This reserve was established pursuant to article 7:211 BCAC.
The reserve for purchase of own shares amounted to €10,571,753. In view of the recognition of treasury shares held by the Company as at the end of financial year 2024, the Company formed an unavailable reserve pursuant to article 7:217 BCAC.
Available reserves remain unchanged at an amount of €227,976,637.

The section 'Provisions for liabilities and charges' amounts to €7,975,354, decreased from €8,468,079 as at the end of financial year 2023, and consists of the provision taken by the Company in view of its long‐term incentive plans (LTIP), which consist of performance stock units (PSUs). For more information on these incentive plans, please refer to the Company's Remuneration Report, which forms part of Ontex's Integrated Annual Report 2024, which can be consulted on the website of the Company (www.ontex.com).

The 'Amounts payable after more than one year' amount to €580,000,000 as at the end of financial year 2024 and consists of the Company's liabilities under its unsubordinated bond.

The 'Amounts payable within one year' amount to €760,472,477 as at the end of financial year 2024 and mainly consists of the Company's revolving credit facility of €270,000,000, of which €24,000,000 was drawn as per the end of financial year 2024, the Company's outstanding debt in connection with the factoring agreements in place for all the members of the Group (€185,170,279), trade debts (€18,568,954), tax payables (€2,109,870) and payables with regard to remuneration and social security (€2,193,793).

The 'Other amounts payable' amount to €528,429,581 as at the end of financial year 2024, increased from €453,232,706 as at the end of financial year 2023, and mainly consist of current accounts with other members of the Group (€528,361,250).

The accruals and deferred income consist mainly of the accrued interests on the abovementioned borrowings.

2.2 Income Statement

The Company's operational profit amounts to €13,660,115 at the end of financial year 2024.

The financial result at the end of financial year 2024 amounts to a profit of €3,915,091. This is mainly the result of interests calculated on loans issued to different members of the Group and interest charges on the Company's debt and current account positions with the different members of the Group.

The Company closed financial year 2024 with a profit of €15,481,625.

2.3 Allocation of results

The Board proposes the following allocation of results to the Company's shareholders' meeting:

Carry forward of the profit of the financial year amounting to €15,481,625 to next financial year:

Profit brought forward from last financial year:	€158,503,178
Result of the financial year to be appropriated:	€15,481,625
Profit to be appropriated:	€173,984,803
Accumulated profits:	€171,760,627
Allocation to other reserves:	€1,450,095
Allocation to legal reserves:	€774,081

3. Significant events that occurred after the end of the reporting period

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

4. Key risks and uncertainties

Considering the activities of the Company (as described above), the Company is not exposed to operational risks other than those applicable to the entire Group.

For an overview of the key risks and uncertainties of the Group, please refer to the Company's Risk Report, which forms part of Ontex's Integrated Annual Report 2024, which can be consulted on the website of the Company (www.ontex.com).

5. Circumstances that may materially affect the Company's development

Except as otherwise referenced in this report, no circumstances are to be reported that may significantly affect the Company's development.

6. Research and development

Considering the activities of the Company (as described above), the Company did not engage in activities related to research and development during financial year 2024.

7. Information in relation to branch offices

The Company does not have any branch offices.

8. Going concern of the Company

The Company's statutory (and consolidated) financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business.

On November 27, 2024, the Group refinanced its €242.5 million revolving credit facility, which had a maturity date in December 2025, with a new revolving credit facility that has a principal amount of €270.0 million and a maturity date in November 2029. The new revolving credit facility is subject to one financial covenant, being a leverage covenant. The leverage ratio of net financial debt over the last‐twelve‐months adjusted EBITDA is not to exceed 3.50 throughout all reporting periods.

Management has prepared detailed budgets and cash flow forecasts for the next years, which reflect the strategy of the Group. The Company is confident that, taking into account its available cash, cash equivalents and facilities available to the Company, it has sufficient liquidity to meet its present and future obligations and cover working capital needs.

The Group complied with all requirements of the loan covenants on its available credit facilities throughout the reporting period.

9. Financial instruments and financial risk management

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate, foreign exchange rate and commodity price risks, including foreign exchange forward contracts, commodity hedging contracts and interest rate CAPs and SWAPs. Since 2019, the Group has maintained cross currency interest rate SWAPs and commodity hedging contracts in relation to raw material prices. The Group follows a similar policy related to the currency risk hedging.

We refer to the appendix "Financial instruments and financial risk management" for more details on the accounting policies and financial risks at Group level. This appendix is also part of Ontex's integrated annual report 2024, which can be consulted on the website of the Company (www.ontex.com).

10. Independence and expertise in accounting and audit of members of the Audit and Risk Committee

Several members of the Company's Audit and Risk Committee have extensive expertise in the areas of accounting and audit, through their studies and professional careers. As an example, we note that Ms Inge Boets, who is the chairwoman of the Audit and Risk Committee and an independent director, was a partner with Ernst & Young from 1996 through 2011 where she was the Global Risk leader and held several other roles in audit and advisory.

11. Corporate Governance Statement

The Company is committed to upholding high standards of Corporate Governance. It applies the Belgian Corporate Governance Code for listed companies (the "2020 Corporate Governance Code"), which can be found on the website of the Belgian Corporate Governance Committee (https://corporategovernancecommittee.be/en).

Further, the Company has adopted a corporate governance charter which describes the main aspects of the Company's corporate governance, including its governance structure and the terms of reference of the Board, the Board committees and the executive committee. The charter is available on the Company's website (https://ontex.com/investors/leadership).

As at the end of 2024, the Company complied with all provisions of the 2020 Corporate Governance Code, except in respect of the following:

Provision 7.6 of the 2020 Corporate Governance Code provides that non‐executive Board members should receive part of their remuneration in the form of shares in the Company. After due consideration, it was decided that the remuneration of the Non‐Executive Directors would be paid fully in cash. However, the Company issued a recommendation to Non‐Executive Directors to build, over their four‐year tenure, an equity stake in the Company equivalent to one time the Non‐Executive Director's fixed fee, and to maintain this equity stake during at least one year following the end of their Board mandate. At the Company's annual shareholders' meeting to be held on 5 May 2025, a proposal will be submitted to amend the remuneration policy, to provide for partial payment of the remuneration of non‐executive directors in restricted stock units, with effect as from 1 January 2025. The purpose of such proposal is to ensure an even stronger alignment of long term incentives between the members of the Board and the Executive Committee.

The Company's Corporate Governance Statement forms part of Ontex's Integrated Annual Report 2024, which can be consulted on the website of the Company (www.ontex.com).

12. Conflicts of interest (Article 7:96 BCAC)

In accordance with Article 7:96 of the Belgian Code of Companies and Associations, if a Board member has a direct or indirect financial interest that is contrary to the interest of the Company in respect of a decision or transaction which is the responsibility of the Board, he/she must inform the other Board members before any decision by the Board is taken and the statutory auditor must also be notified. The conflicted Board member cannot be present during the deliberations of the Board relating to these transactions or decisions and cannot vote.

In addition to the legal requirements, the Company, as a general matter and as set forth in its Corporate Governance Charter, also expects each Board member to arrange his or her personal and business affairs in such a way as to avoid any (appearance of) conflict of interest of a personal, professional or financial nature with the Company, directly or through relatives (including spouse or life companion, or other relatives(by blood or marriage) up to the second degree and foster children).

The conflict of interest procedure prescribed by article 7:96 of the Belgian Code of Companies and Associations was not applied by the Company in 2024.

13. Related‐party transactions (Article 7:97 BCAC)

During 2024, the Company did not enter into any transactions with related parties within the meaning of Article 7:97 BCAC.

14. Authorized capital (Article 7:198 and following BCAC)

On May 5, 2023, the Company's extraordinary shareholders' meeting renewed the authorization to the Board with respect to authorized capital under certain conditions. The Board may increase the share capital of the Company in one or several times by a maximum of up to (i) €82,358,746.64 in the event of a (or multiple) capital increase(s) with cancellation or limitation of the preferential subscription rights of shareholders, including in favour of one or more specified persons that are not members of the personnel of the company or its subsidiaries and (ii) €164,717,493.28 in the event of a (or multiple) capital increase(s) without cancellation or limitation of the preferential subscription rights of shareholders.

This authorization may be renewed in accordance with the relevant legal provisions. The Board can exercise this power for a period of five years as from the date of publication in the Annexes to the Belgian State Gazette of the amendment to the Articles of Association approved by the shareholders' meeting on May 5, 2023.

15. Capital increases, issuance of convertible bonds or subscription rights (Article 7:203 BCAC)

During 2024, the Company's share capital was not increased and the Company did not issue convertible bonds or subscription rights.

16. Acquisition of own shares (Article 7:215 and following BCAC)

On May 5, 2023, the Company's extraordinary shareholders' meeting renewed the Board's authorization with respect to the acquisition of own shares subject to the conditions set forth below.

The Company may, without any prior authorisation of the shareholders' meeting, and the Board is authorised to, take as pledge and acquire, on or outside of the stock exchange, its own shares, profit‐ sharing certificates and associated certificates up to a maximum of 10% of each of the outstanding shares, profit‐sharing certificates and associated certificates of the Company for a price that is not more than 5% above the highest closing price on Euronext Brussels during the last 30 trading days preceding the transaction, and not more than 10% below the lowest closing price on Euronext Brussels during the last 30 trading days preceding the transaction, in accordance with the provisions of the Belgian Code of Companies and Associations where applicable. This authorisation is valid for a period of five years starting on the date of the publication in the Annexes to the Belgian Official Gazette of the amendment to the Company's articles of association resolved upon by the Company's extraordinary shareholders' meeting of May 5, 2023. The authorisation may be renewed in accordance with the relevant provisions of the Belgian Code of Companies and Associations.

On November 25, 2024, the Company announced the launch of a share buy‐back program to acquire a maximum of 1.5 million shares, representing 1.8% of its issued shares. The shares acquired through the program will contribute to meeting Ontex's obligations under its current and future long‐term incentive plans. The share purchases are spread over a seven‐month period, which started on December 1, 2024 and will end on June 30, 2025. The program is conducted under the terms and conditions of the authorization granted by the extraordinary shareholders' meeting held on May 5, 2023, and is executed by an independent intermediary, who makes its decisions independently pursuant to a discretionary mandate. In 2024, the Company acquired 146,338 own shares in the context of the share buy‐back program, for which it paid €1.2 million. Such acquired shares together represented 0.18% of the Company's share capital and each had a fractional value of €10.00.

In total, on December 31, 2024, the Company held 1,260,044 treasury shares, which represents 1.53% of the Company's share capital.

17. Sustainability information

Pursuant to the implementation into Belgian law of Directive (EU) 2022/2464 regarding Corporate Sustainability Reporting, the Company is required to include in its Integrated Annual Report the consolidated sustainability information that is necessary to understand the effect of the Group on sustainability matters, as well as the information that is necessary to understand how sustainability matters affect the development, performance and position of the Group. Such consolidated sustainability statements are included in Ontex's Integrated Annual Report, which can be consulted on the website of the Company (www.ontex.com).

18. Discharge of the directors and auditor

The Board requests the Company's shareholders' meeting to give discharge to the Company's (past and present) directors and statutory auditor for the execution of their mandate during financial year 2024.

On behalf of the Board of Directors,

1 April 2025,

_______________________________

ViaBylity BV, permanently represented by Mr Hans Van Bylen Authorised representative

_______________________________

Inge Boets BV, permanently represented by Ms Inge Boets Authorised representative

REMUNERATION POLICY (2025 VERSION)

Introduction

2025 review of the 2023 remuneration policy¹

In 2020, we carried out a fundamental review of our remuneration policy for 2021 and beyond, in extensive dialogue with shareholders, investors and proxy advisors. The changes we made at that point reflected a number of developments in the corporate governance landscape in Belgium, the EU and internationally, as well as the feedback from those dialogues. Building on the 2021 remuneration policy and in light of the Company's ongoing turnaround, the shareholders' meeting approved certain exceptional, one-off measures to accelerate such turnaround's execution in 2023. These 2023 changes to the 2021 remuneration policy aimed to achieve this by strongly incentivizing management to accelerate the realization of the turnaround objectives, and in doing so further strengthening the alignment of executive rewards and shareholder returns.

Some of the key remuneration principles and how these principles translate into actual remuneration policy principles is summarized below.

Remuneration Principles	2023 Remuneration Policy	2025 Remuneration Policy Changes (Building on the 2023 Policy)
Management incentives are based on or derived from reported financial results	2023 financial bonus KPIs: "Sales", "Adjusted EBITDA", and "Cash Conversion Cycle"	No change: 2025 financial bonus KPIs are still "Sales", "Adjusted EBITDA", and "Cash Conversion Cycle"
No multiple rewards for the same outcomes	No overlap between KPIs for short-term and long-term incentives	No change: no overlap between KPIs for short-term and long-term incentives
Fully performance-based long-term incentive plan for management	Long-term incentive plan consisting of performance share units ("PSUs") only	No change: long-term incentive plan continues to consist of PSUs only
Incentive plans based on a healthy mix of financial and quantifiable non financial KPIs, including ESG	Balancing the weights of the financial and non-financial KPIs in both the short term and the long-term incentive plan ESG objectives moved from LTI to STI to increase short-term focus on the ESG targets set by the Company	No change to earlier mix of financial and non-financial KPIs
Pay for sustainable results	A bonus-claw back applies	No change: a bonus-claw back remains in place
Alignment with shareholders	Share ownership requirements for members of the Executive Committee Share price evolution is the single KPI of the LTI plan for the period FY2023-25	Share ownership requirements for members of the Executive Committee remain in place As from 2026, financial KPIs to be set by the Board will be aligned with shareholder value creation Introduction of RSU grant for Non Executive Directors to further align the Board's interest with shareholders
Transparency	Disclosure of performance targets ex ante if not commercially sensitive, and otherwise ex post	No change: disclosure of performance targets ex ante if not commercially sensitive, and otherwise ex post

¹ In May 2024, the 2023 remuneration policy was revised to reflect certain non-material changes approved by resolution of the Board. These changes are: (i) deletion of the Chair's transformation fee, which automatically expired atter the Company's annual shareholders' meeting of 3 May 2024; and (ii) amending the termination rights in the services agreements between the members of the Executive Committee and the Company.

The 2025 remuneration policy's key changes, and the rationale behind them, are the following:

Remuneration of members of the Executive Committee

For members of the Executive Committee, practice has shown that there is a need for some additional flexibility to adapt to changing circumstances or tackle specific needs (e.g., in relation to retention). These changes do not impact the fundamental architecture of the remuneration package, which remains strongly performance based:

The introduction of a possibility for the Board to grant exceptional ("one-off") bonuses to members of the Executive Committee, in recognition of exceptional contributions to the Company's performance, successful achievements in particular projects (e.g., M&A) or in the event of specific retention needs. Such bonuses will be subject to an overall cap per member of the Executive Committee, over any given three-year period, of one time the annual base remuneration;
The introduction of a possibility for the Board to grant an option to members of the Executive Committee to defer the vesting of their performance share units (PSUs) under the FY2023-25 VCP LTIP and the related performance test with one year, to ensure the members of the Executive Committee remain strongly incentivized to complete the Company's turnaround, which is progressing well and is being reflected in the improved financial results of the Company, and would allow the members of the Executive Committee an additional year to see their efforts in relation to the Company's turnaround reflected in the Company's share price; and
Certain technical changes to the design of the metrics of the annual bonus and long-term incentive:
- For the annual bonus, the 2023 remuneration policy provided that financial KPIs necessarily had to be subject to a threshold performance of 75% of target, and that a maximum of 200% of the target bonus was payable for a performance reaching 125% of target. These threshold and maximum performance metrics are being removed.
- For the long-term incentive, the 2023 remuneration policy provided that the PSUs were mandatorily subject to cliff-vesting, and that KPIs necessarily had to be assessed on a linear scale once a threshold performance was reached, to reach 100% for an on-target performance and a maximum of 200% for a stretch level of performance. These requirements are being removed.

The rationale behind the removal of these restrictions is that they were not appropriate for every KPI. The changes will allow a tailored approach per KPI, to achieve the right level of ambition and effectiveness.

This new, tailored approach will not impact the maximum pay-out potential for the annual bonus and the long-term incentive. The caps on the respective amounts remain the same as under the 2023 remuneration policy.

Remuneration of Non-Executive Directors

The introduction of a restricted share unit (RSU) plan for Non-Executive Directors with effect as of 1 January 2025, as a result of which Non-Executive Directors will receive part of their remuneration in the form of RSUs, in line with the recommendations of the 2020 Corporate Governance Code. This change is aimed at ensuring even stronger alignment of incentives between the members of the Board, the Executive Committee and shareholders.

The RSU component will correspond to approx. 20% of the relevant Non-Executive Director's existing fixed annual fee. Further to a benchmarking performed by the Company, such RSU component will be in addition to the annual fixed fee of Non-Executive Directors as foreseen in the 2023 remuneration policy (such fixed fee had remained unchanged since 2016). For the Board Chair, the additional RSU component will, however, be deducted from the additional fixed fee for the Board Chair role (which will thus be reduced from 190,000 EUR under the 2023 remuneration policy to 140,000 EUR under the new 2025 remuneration policy).

The remuneration policy is applicable to the members of the Board and the members of the Executive Committee.

Overall Remuneration Policy Framework

The 2025 remuneration policy maintains the following ambitions and policy objectives of the 2023 remuneration policy:

Remuneration Policy for the Members of the Executive Committee

Remuneration components and their relative share in the total remuneration

The structure and components of the executive remuneration ensure that members of the Executive Committee have a vested interest in delivering performance over the short and the long term. When all targets are being met, the overall remuneration aims to place the members of the Executive Committee at the median of a European peer group of Personal and Household Goods companies, both in terms of value and in terms of the weighting of the different components.

The table below sets out the different components of the remuneration of the members of the Executive Committee, their key features, their relative share in the total remuneration and how they contribute to the Company's strategy, long-term interests, and sustainability.

	The exceptional changes to the Company's remuneration policy for the financial years 2023, 2024 and 2025 (as approved
by the shareholders' meeting in 2023) are indicated in bold.

	Key Features	Share in Total Remuneration2	Link with Strategy, Long Term Interests and Sustainability
Base Remuneration	 Fixed for three years (unless substantial change in responsibility, misalignment with median of the peer group, or significant change in general economic circumstances)  Reflects median base remuneration in European sector peer group	 The base remuneration represents approx. 29% of the total remuneration for the CEO and between approx. 40% and 43% for the other Executives  For FY2023-25, it will represent approx. 25% of the total remuneration for the CEO and between approx. 29% and 32% for the other Executives	 A competitive base remuneration is an essential element for the attraction of executive talent capable of delivering on the Company's objectives
Annual Bonus	 Driven by financial and non-financial performance (see below for further details)  Pay-out between 0 % and 240 % of target bonus  Subject to claw back	 The annual bonus represents approx. 29% of the total remuneration for the CEO and between approx. 21% and 28% for the other Executives in case of on-target performance  For FY2023-25, the annual target bonus will be reduced by half. It will represent approx. 12% of the total remuneration for the CEO and between approx. 8% and 10% for the other Executives in case of on-target performance	 Provides focus on the delivery of the financial and primarily quantifiable non-financial targets that are connected to the Company's strategy, accuracy of financial reporting and business integrity
Long-Term Incentive	 Delivered through PSUs  Three-year performance KPIs  KPIs include financial and, potentially, non-financial metrics (see below for further detail)  Vesting ranges between 0% and 200%.  For FY2023-25, the KPI will be a financial KPI based on the Company's share price  For FY2023-25, vesting will range between 0% and 112%	 The long-term incentive represents approx. 34% of the total remuneration for the CEO and between approx. 21% and 22% for the other Executives in case of on-target performance  For FY2023-25, the long term incentive will represent approx. 56% of the total remuneration for the CEO and between approx. 52% and 53% for the other Executives in case of on-target performance	 Provides focus on the delivery of long-term returns to shareholders  The exceptional change for FY2023-25 is instrumental to accelerate the Company's turnaround strategy, and creates strong value creation alignment between shareholders and Executives

² Calculated based on the value at the grant date.

			Key Features	Share in Total Remuneration2	Link with Strategy, Long Term Interests and Sustainability
Pension, Perks	Benefits	and	 Defined contribution pension plan, with a company contribution of 20% of annual base remuneration  Benefits include company car and life, health and disability insurance  The pension plan and/or benefits may be granted in the form of an equivalent cash allowance	 The pension, benefits, and perks represent approx. 8% of the total remuneration for the CEO and between approx. 10% and 13% for the other Executives  For FY2023-25, it will represent approx. 6% of the total remuneration for the CEO and between approx. 7% and 8% for the other Executives	 A comprehensive benefits package is an essential element for the attraction of executive talent and reflects the Company's "duty of care" to protect its Executives against events which can drastically impact their earnings capacity

The overall structure of the remuneration for the members of the Executive Committee is similar to the structure of the remuneration of the management-level employees of the Company, with the exception of the long-term incentive, which is not a broad-based compensation element. Also, the share of the variable remuneration in the total remuneration is higher for the members of the Executive Committee than for the management-level employees.

Base Remuneration

Purpose and Link with Strategy

A competitive base remuneration is an essential element for the attraction of executive talent capable of delivering on the Company's objectives.

Governance and Operation

The base remuneration is set at a level whereby, when all targets are met, the total remuneration is aligned with the median for similar functions in a European peer group of Personal and Household Goods companies.

The base remuneration is in principle fixed for three years but can be revised in certain circumstances: (i) in case of a significant change in responsibility; (ii) if the total remuneration would no longer be aligned with the median of the peer group; or (iii) in case of a significant change in general economic circumstances.

Changes in the base remuneration for the CEO are decided by the Board, at its discretion and upon recommendation of the Remuneration and Nomination Committee. Changes in the base remuneration for the other members of the Executive Committee are decided by the Board, upon proposal of the CEO and recommendation of the Remuneration and Nomination Committee.

The following parameters are considered when deciding on base remuneration changes:

The individual's performance, skills and responsibilities;
Salary increase rates for the employees of the Company;
Economic conditions and governance trends; and
Base salaries for similar functions in a European peer group of Personal and Household Goods companies, at median level.

Annual Bonus

Purpose and Link with Strategy

The annual bonus provides focus on the delivery of the financial and primarily quantifiable non-financial targets that are connected to the Company's strategy, accuracy of financial reporting and business integrity, as well as personal leadership.

Governance and Operation

A. General

The target bonus for the CEO amounts to 100% of the base remuneration and between 50% and 70% of the base remuneration for the other members of the Executive Committee.

For FY2023-25, the target bonus shall be reduced by half for the CEO and the other members of the Executive Committee. This exceptional change results from the decision to increase the weight of the long-term incentive component of the remuneration package throughout this period. As a result, for the period FY2023-25, the target bonus for the CEO amounts to 50% of the base remuneration and between 25% and 35% of the base remuneration for the other members of the Executive Committee.

The annual bonus is dependent on the performance against a set of financial and non-financial KPIs.

The financial KPIs may, e.g., include KPIs such as "Sales", "EBITDA" and "Cash Conversion Cycle":
- − "Sales": total revenue (whether at Group level as KPI for Group financial performance or at division level as KPI for Division financial performance);
- − "Cash Conversion Cycle": days sales outstanding + days inventory outstanding days payable outstanding (at Group level as KPI for Group financial performance or at division level as KPI for Division financial performance); and/or
- − "EBITDA": the Adjusted EBITDA (at Group level as per the Company's financial results in its Annual Report as KPI for Group financial performance or at division level as KPI for Division financial performance).
The non-financial KPIs may reflect elements of the environmental, societal and human impact of our business and the strategic and operational priorities of the Company, and may, e.g., include KPIs such as "CO2 Emissions (Scope 1 & 2)", "CO2 Emissions (Scope 3)" and "Accidents Rate"
- − "CO2 Emissions (Scope 1 & 2)": reduction in Scope 1 & 2 CO2 emissions.
- − "CO2 Emissions (Scope 3)": reduction in Scope 3 CO2 emissions.
- − "Accidents Rate": reduction in labor accidents.

The financial and non-financial KPIs, their respective weight and targets (and threshold, caps and performance scale), are set annually by the Board, at its discretion and upon recommendation of the Remuneration and Nomination Committee, in alignment with the Company's strategic and operational priorities for the year.

For non-commercially sensitive KPIs, the targets will be disclosed ex ante in the remuneration report issued in the respective financial year to which the annual bonus relates (reporting on the remuneration of the prior financial year). The targets for commercially sensitive KPIs will be disclosed in the remuneration report reporting on the year in which the annual bonus was awarded, when also the achievements for all KPIs will be reported.

In addition, a "personal leadership multiplier" is applied. The multiplier effect of the "personal leadership multiplier" is set annually by the Board, at its discretion and upon recommendation of the Remuneration and Nomination Committee. Such "personal leadership multiplier" reflects the individual leadership performance and people impact of the relevant member of the Executive Committee, based on an assessment of such member's personal objectives. Depending on the outcome of such leadership assessment, the annual bonus amount to be paid out shall be increased (in case of outperformance), decreased (in case of underperformance) or remain the same (in case of on-target performance).

An example of how the "personal leadership multiplier" may be structured, is as a performance assessment that leads to an outcome on a five-point scale, with a multiplier effect on the annual bonus amount as follows:

Leadership Performance	Multiplier Effect
1 (did not meet expectations)	x 0.50 (– 50%)
2 (partially met expectations)	x 0.80 (– 20%)
3 (fully met expectations)	x 1.00 (=)
4 (often exceeded expectations)	x 1.10 (+ 10%)
5 (consistently exceeded expectations)	x 1.20 (+ 20%)

B. Annual Assessment

The achievement against the target for each of the KPIs and the leadership performance for the "personal leadership multiplier" are assessed by the Remuneration and Nomination Committee (upon proposal of the CEO for the members of the Executive Committee other than the CEO) as part of the annual individual performance assessment of each member of the Executive Committee.

The annual bonus amount that may be received by members of the Executive Committee in the event of a stretch level of performance, aggregated across all KPIs and after application of the "personal leadership multiplier", will not exceed 240% of the target bonus.

C. Clawback Right

In order to ensure appropriate behavior and avoid excessive risk taking which might adversely impact sustainable long-term value creation, the annual bonus is subject to a claw back. Such claw-back will be applied in case the respective member of the Executive Committee would have engaged in fraud, wilful misconduct or gross negligence resulting in the need for a material restatement of the Company's financial results. The Company can exercise such clawback right for a period of three years after the end of the financial year in which the fraud, wilful misconduct or gross negligence occurred.

Long-Term Incentive

Purpose and Link with Strategy

The long-term incentive provides focus on the delivery of long-term returns to shareholders.

The exceptional change in FY2023-25 is instrumental to accelerate the Company's turnaround strategy, and creates strong alignment of incentives between shareholders and members of the Executive Committee.

Governance and Operation

The members of the Executive Committee are eligible for an annual grant of performance share units ("PSUs") under the Company's long-term incentive plan ("LTIP"). This LTIP is 100% performance based, and it provides the opportunity, through the target setting and the PSUs' KPIs, to focus and direct the efforts of the members of the Executive Committee on creating sustainable long-term value.

The PSUs issued by the Company vest subject to a performance test (such test, against the defined KPIs for such year, shall occur once at the end of the three-year vesting period). The annual grant level is decided by the Board, upon the recommendation of the Remuneration and Nomination Committee. The target grant amounts to 115% of the annual base remuneration for the CEO, and 55% of the annual base remuneration for the other members of the Executive Committee.

The KPIs, their respective weight and their targets (and thresholds, caps and performance scale) to determine the vesting of the PSUs are decided annually by the Board, at its discretion and upon recommendation of the Remuneration and Nomination Committee. The Board, upon recommendation of the Remuneration and Nomination Committee, annually decides on the vesting scheme of the LTIP (but always subject to the performance test at the end of the three-year vesting period).

It is required that a threshold performance is reached before any vesting will occur. As of that threshold, the vesting increases on a scale determined by the Board, to reach 100% for an on-target performance and a maximum determined by the Board for a stretch level of performance. The actual vesting that may be received by members of the Executive Committee in the event of a stretch level of performance, aggregated across all KPIs, will not exceed 200% of the target grant.

For non-commercially sensitive KPIs, the targets will be disclosed in the remuneration report reporting on the relevant financial year in which the grant of the PSUs occurs. The targets for commercially sensitive KPIs will be disclosed in the remuneration report reporting on the year in which the vesting period has ended, when also the achievements and corresponding vesting for all KPIs will be reported.

Exceptional change for FY2023-25

Between 1 January 2023 and 31 December 2025, the Company's LTIP will temporarily be suspended for the members of the Executive Committee, and instead the members of the Executive Committee are eligible for a one-time grant of PSUs covering financial years 2023, 2024 and 2025 (the Company's new 2023-2025 "Value Creation Projects" Long-Term Incentive Plan (the "VCP LTIP")). The change has been inspired by the ambition of the Board to make the VCP LTIP 100% financial performance based. In addition, it provides the opportunity, through the target setting and the PSUs' KPI, to sharply focus on realizing the turnaround strategy of the Company and creating sustainable long-term value.

The PSUs issued by the Company under the VCP LTIP vest subject to a performance test and continued engagement over the three-year vesting period. The grant level is decided by the Board, upon the recommendation of the Remuneration and Nomination Committee. The target grant amounts to 690% of the annual base remuneration for the CEO3 , and between 480% and 540% of the annual base remuneration for the other members of the Executive Committee4 .

The vesting of the PSUs is subject to a single performance KPI, being the share price of the Company. The calculation of the share price for such performance testing shall occur once, after the end of the three-year period, and shall be calculated as the 30-calendar day volume-weighted average price (VWAP) of a share in the Company after the public announcement by the Company of the full-year annual results for the financial year that ends on 31 December 2025.

Change brought about by the 2025 remuneration policy

The Board may grant an option to the members of the Executive Committee that would allow them to elect, following the public announcement by the Company of the full-year annual results for the financial year that ends on 31 December 2025, to defer the performance testing of the VCP LTIP with one year (the "Deferral Option"). If a member of the Executive Committee would make use of the Deferral Option, then vesting would occur in 2027, subject to the same performance KPI described above, but whereby the calculation of the share price for such performance testing would occur in 2027 (instead of 2026), and would be calculated as the 30-calendar day volume-weighted average price (VWAP) of a share in the Company after the public announcement by the Company of the full-year annual results for the financial year that ends on 31 December 2026 (instead of for the financial year that ends on 31 December 2025). If the Board would decide not to grant a Deferral Option or if a member of the Executive Committee would not make use of the Deferral Option, then vesting will occur in 2026 as described in the previous paragraph. The Deferral Option shall not be available if, at the exercise deadline, the VWAP of a share in the Company is equal to or more than EUR 15.

It is required that a threshold performance is reached before any vesting will occur. As of that threshold, the vesting increases on a scale that reaches 100% for an on-target performance and a maximum of 112% for a stretch level of performance. The target and thresholds for the VCP LTIP are as follows:

³ The grant occurred at the share price as at the date on which the CEO joined the Company, i.e., EUR 6.175.

⁴ The grant occurred at the 30-calendar day VWAP on 27 March 2023, i.e., EUR 6.8931.

In case of termination by the Company of a member of the Executive Committee other than for cause, the relevant Executive will be entitled to a partial vesting of the unvested VCP LTIP PSUs, calculated pro rata the duration of services performed by the Executive during the original three-year vesting period, based on the following scale. Vesting is not accelerated in such event and the actual number of PSUs that will vest remains subject to the performance test against the relevant KPI at the end of the duration of the remaining vesting period. For the avoidance of doubt, a member of the Executive Committee who would elect to make use of the Deferral Option would remain entitled to full (100%) vesting after the end of the original three-year vesting period (subject to the performance test).

In the event a new member joins the Executive Committee after 1 January 2023 but prior to 31 December 2025, the Board shall, at its discretion and upon recommendation of the Remuneration and Nomination Committee, determine the appropriate grant level and related conditions under the VCP LTIP.

Pension, Benefits and Perks

Purpose and Link with Strategy

A comprehensive benefits package is an essential element for the attraction of executive talent and reflects the Company's "duty of care" to protect the members of the Executive Committee against events which can drastically impact their earnings capacity.

Governance and Operation

The benefits provided to the members of the Executive Committee depend on their respective country of residence and tax status, and may include, among others: a Company contribution to a defined contribution pension plan (20% of base remuneration, vesting upon payment); a company car; life, accident and/or disability insurance; a representation allowance; medical coverage; and tax compliance assistance. These benefits may also include housing for cross-border assignments and relocation benefits.

The composition of the benefits package is decided by the Board, upon recommendation of the Remuneration and Nomination Committee, and reflects the median of the general industry market for the country of residence of the respective member of the Executive Committee.

The Board, upon recommendation of the Remuneration and Nomination Committee, has the flexibility to substitute pension contributions and/or any other benefits for an equivalent cash allowance for some or all of the members of the Executive Committee.

Shareholding requirement

Purpose and Link with Strategy

A shareholding requirement for members of the Executive Committee fosters long-term alignment with shareholders and promotes focus of management on corporate risks.

Governance and Operation

Shareholding requirements are decided by the Board, upon recommendation of the Remuneration and Nomination Committee.

The CEO is required to build a shareholding of two times the annual base remuneration, while other members of the Executive Committee are required to hold one time their annual base remuneration in shares. Such shareholding must be gradually built up by holding on to at least 50% of the long-term incentive instruments when they vest, until the shareholding requirement is reached.

Principal Terms and Conditions of Services Agreements with the Members of the Executive Committee

The members of the Executive Committee are engaged by the Company based on a services agreement for an indefinite duration or, exceptionally, for a fixed term.

The services agreements foresee that the Company may terminate the agreement by observing a notice period of three months. In case of termination by the Company other than for cause, the member of the Executive Committee is entitled to:

The annual bonus for the year in which the notice takes place, calculated pro rata temporis and assuming that all the performance targets for that year are achieved (on target);
A severance payment consisting of the sum of one time the annual base remuneration and the annual pension contribution (or equivalent allowance, if applicable);5 and
A partial vesting of the unvested LTIP instruments, calculated pro rata the duration of services performed by the member of the Executive Committee during the 3-year vesting period (for the FY2023-25 VCP LTIP, based on the scale set forth above). Vesting is not accelerated in such event and the actual number of LTIP instruments that will vest remains subject to the performance test against the relevant KPIs at the end of the duration of the remaining vesting period.

The services agreements further foresee that the member of the Executive Committee may terminate the agreement by observing a notice period of six months (which the Company may elect to reduce to less than six months, provided that the member of the Executive Committee will remain entitled to its base remuneration until the end of the six-month period). In case of termination by the member of the Executive Committee other than for cause, whereby the Company does not elect to reduce the notice period to three months or less, the member of the Executive Committee is entitled to the annual bonus for the year in which the notice takes place, calculated pro rata temporis for each month of the notice period that the Company would require the member of the Executive Committee to respect in excess of three months and assuming that all the performance targets for that year are achieved (on target).

Exceptional Bonuses

The Board, upon recommendation of the Remuneration and Nomination Committee, can decide to offer a welcome bonus to an incoming member of the Executive Committee in exceptional circumstances if the Board deems this to be justified in the Company's interest. The Board, at its discretion and upon recommendation of the Remuneration and Nomination Committee, will decide on the form of any such welcome bonus (e.g., in cash; as an exceptional PSU grant in accordance with the terms and conditions of the long-term incentive plan as set forth above; etc.).

The Board, upon recommendation of the Remuneration and Nomination Committee, can also decide to grant an exceptional ("one-off") bonus to one or more member(s) of the Executive Committee. Such exceptional bonuses may be granted (i) to recognize and reward an exceptional contribution to the Company's performance, (ii) to recognize and reward the achievement of a successful outcome in a specific project (e.g., acquisitions, disposals or other special projects), or (iii) in response to specific retention needs of the Company. The aggregate amount or value of exceptional bonuses granted to any individual member of the Executive Committee shall not exceed, calculated over a rolling three-year period, the equivalent of one time the annual base remuneration of such member of the Executive Committee. The Board, at its discretion and upon recommendation of the Remuneration and Nomination Committee, will decide on the form of any such exceptional bonus (e.g., in cash; as an exceptional PSU grant in accordance with the terms and conditions of the long-term incentive plan as set forth above; etc.).

⁵ For the members of the Executive Committee with an agreement for a fixed term, such termination payment shall be reduced pro rata temporis in the event termination were to take place less than twelve months prior to the end date of the services agreement concerned.

Remuneration Policy for Non-Executive Directors

To realize its goals, the Company must be able to compose a Board of the highest caliber, with the knowledge and experience necessary to navigate in a complex business and societal environment.

With this ambition in mind, the Non-Executive Directors at Ontex are rewarded through a combination of a fixed annual fee paid in cash, a fixed annual entitlement to restricted share units (RSUs), and attendance fees, the total of which is aligned with remuneration levels for Board positions in other European listed companies of comparable size, complexity and industry.

The fixed annual fee paid in cash, fixed annual entitlement to RSUs and attendance fees for Non-Executive Directors are shown in the table below.

Role	Fixed Annual Fee	Value6 of Annual RSU Component	Attendance Fee
Non-Executive Director	60,000 EUR	12,000 EUR	2,500 EUR
Board Chair	+ 140,000 EUR	+ 50,000 EUR	+ 2,500 EUR
Committee Member			2,500 EUR
Committee Chair	+ 10,000 EUR	+ 2,000 EUR	+ 2,500 EUR

The RSUs will generally be granted at the outset of the relevant Non-Executive Director's four-year mandate, with a value (calculated at the grant date) equal to four times the annual value of the RSU component (i.e., covering the entire duration of the Non-Executive Director's mandate), and will be subject to pro rata temporis vesting over the term of the mandate (subject to the mandate not being terminated early). The same approach will be followed for additional roles as Board Chair or Committee Chair. If an RSU grant occurs during an ongoing mandate (including for grants to existing Board members upon introduction of the RSUs as remuneration component with effect as of 1 January 2025) or for a term that is less than four years, the size of the grant will be adjusted pro rata temporis reflecting the relevant term and vesting will occur pro rata temporis over the duration of the relevant (reduced) term.

The shares received by any Non-Executive Director upon vesting of the RSUs will remain subject to a lock-up until one year after the date of termination or expiry of the respective mandate of the Non-Executive Director (as recommended by provision 7.6 of the 2020 Corporate Governance Code).

The fees paid to the Non-Executive Directors for the year under review are disclosed on an annual basis in the remuneration report.

Process for the Review of the Remuneration Policy

The remuneration policy for the members of the Executive Committee and the Non-Executive Directors is reviewed from time to time by the Board, with input from the Remuneration and Nomination Committee. As the Board is composed solely of Non-Executive Directors, there are no potential conflicts of interest when the Board reviews the remuneration policy for the members of the Executive Committee. Potential conflicts of interest of Non-Executive Directors in connection with a matter to be discussed at the level of the Board are subjected to a double level of scrutiny: (i) if the affected director has a conflicting patrimonial interest, the procedure in article 7:96 of the Belgian Code of Companies and Associations is applied; and (ii) even where the application of that article 7:96 of the Belgian Code of Companies and Associations would not strictly be required, directors are encouraged to exercise restraint and, as deemed appropriate, not to participate in the deliberations of the Board (or the relevant Board committee) on the topic.

If material changes to the remuneration policy are required, such changes will be submitted for approval to the annual shareholders' meeting of the year in which such changes would enter into effect.

In case of exceptional circumstances, the Board may decide to deviate from any items of the remuneration policy if necessary to serve the long-term interests and sustainability of the Company as a whole or to ensure its viability. Any such deviation must be discussed by the Remuneration and Nomination Committee which will provide a substantiated recommendation to the Board. Any deviation from the remuneration policy will be described and explained in the Company's remuneration report reporting on the relevant financial year.

In any event, as per EU and Belgian regulations, the remuneration policy will be submitted for re-approval to the annual shareholders' meeting every four years.

⁶ Calculated based on the value at the grant date.

Nr. 0550.880.915
SOCIAL BALANCE SHEET
Number of joint industrial committee:	120	214

STATEMENT OF THE PERSONS EMPLOYED

SOCIAL BALANCE SHEET



STATEMENT OF THE PERSONS EMPLOYED
EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER
During the current period	Codes	Total	1. Men	2. Women
Average number of employees
Full-time	1001	56,1	36,8	19,3
Part-time	1002	6,5	2,2	4,3
Total in full-time equivalents	1003	61,5	38,6	22,9
Number of hours actually worked
Full-time	1011	90.113	58.742	31.371
Part-time	1012	9.336	3.199	6.137
Total	1013	99.449	61.941	37.508
Personnel costs
Full-time	1021	10.229.027,00	6.709.950,00	3.519.077,00
	1022	984.613,00	333.254,00	651.359,00
Part-time			7.043.204,00	4.170.436,00
Total	1023	11.213.640,00
	1033
Advantages in addition to wages
During the preceding period	Codes	P. Total	1P. Men	2P. Women

Average number of employees in FTE	1003	57,5	37,0	20,5
Number of hours actually worked Personnel costs	1013 1023	91.523 11.533.623,00	59.026 7.403.373,00	32.497 4.130.250,00

During the preceding period		Codes P. Total	1P. Men	2P. Women
Average number of employees in FTE		57.5	37.0	20.5
Number of hours actually worked	1 1013 1	91.523	59.026	32.497
Personnel costs	1023	11.533.623,00	7.403.373.00	4.130.250.00
Advantages in addition to wages	1033

AI assistant

Ontex Group NV — Annual Report 2024

3985_rns_2025-04-04_7eb3e075-b0f8-41a5-8ddb-527fd2fb98fa.pdf

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ANNUAL ACCOUNTS Nr. F-cap 3.1 0550.880.915

BALANCE SHEET AFTER APPROPRIATION

INCOME STATEMENT

APPROPRIATION ACCOUNT

STATEMENT OF INTANGIBLE FIXED ASSETS

STATEMENT OF TANGIBLE FIXED ASSETS

STATEMENT OF FINANCIAL FIXED ASSETS

LIST OF COMPANIES FOR WHICH THE COMPANY HAS UNLIMITED LIABLITY IN THE CAPACITY OF UNLIMITED LIABLE PARTNER OR MEMBER

OTHER INVESTMENTS AND DEPOSITS, ALLOCATION DEFERRED CHARGES AND ACCRUED INCOME

STATEMENT OF CAPITAL AND SHAREHOLDING STRUCTURE

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

OPERATING RESULTS

FINANCIAL RESULTS

INCOME AND CHARGE OF EXCEPTIONAL SIZE OR INCIDENCE

INCOME TAXES AND OTHER TAXES

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

Brief description

Measures taken by the enterprise to cover the resulting charges

RELATIONSHIPS WITH AFFILIATED ENTERPRISES, ASSOCIATED ENTERPRISES AND OTHERS ENTERPRISES LINKED BY PARTICIPATING INTERESTS Nr. F-cap 6.15 0550.880.915

FINANCIAL RELATIONSHIPS WITH

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

FINANCIAL RELATIONSHIPS OF THE GROUP LED BY THE ENTERPRISE IN BELGIUM WITH AUDITORS OR WITH PEOPLE THEY ARE LINKED TO Nr. F-cap 6.18.2 0550.880.915

VALUATION RULES

b) Depreciations

OTHER INFORMATIONS TO DISCLOSE

OTHER DOCUMENTS TO BE FILED UNDER BELGIAN COMPANIES AND ASSOCIATIONS CODE NEER TE LEGGEN DOCUMENTEN Nr. F-cap 7 0550.880.915

MANAGEMENT REPORT

STATEMENT OF THE PERSONS EMPLOYED

EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER

EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER (continued) Nr. F-cap 10 0550.880.915

LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD

By nature of employment contract

INFORMATION ON TRAINING PROVIDED TO EMPLOYEES DURING THE PERIOD

Ontex Group NV Korte Keppestraat 21 9320 Erembodegem (Aalst) 0550.880.915 RLE Ghent (Division Dendermonde) (the "Company")

ANNUAL BOARD REPORT ON THE STATUTORY ANNUAL ACCOUNTS FOR FINANCIAL YEAR 2024

1. Activities of the Company

2. Explanations to the key financial movements in financial year 2024

2.1 Balance sheet

2.2 Income Statement

2.3 Allocation of results

3. Significant events that occurred after the end of the reporting period

4. Key risks and uncertainties

5. Circumstances that may materially affect the Company's development

6. Research and development

7. Information in relation to branch offices

8. Going concern of the Company

9. Financial instruments and financial risk management

10. Independence and expertise in accounting and audit of members of the Audit and Risk Committee

11. Corporate Governance Statement

12. Conflicts of interest (Article 7:96 BCAC)

13. Related‐party transactions (Article 7:97 BCAC)

14. Authorized capital (Article 7:198 and following BCAC)

15. Capital increases, issuance of convertible bonds or subscription rights (Article 7:203 BCAC)

16. Acquisition of own shares (Article 7:215 and following BCAC)

17. Sustainability information

18. Discharge of the directors and auditor

REMUNERATION POLICY (2025 VERSION)

Introduction

2025 review of the 2023 remuneration policy1

Remuneration of members of the Executive Committee

Remuneration of Non-Executive Directors

Overall Remuneration Policy Framework

Remuneration Policy for the Members of the Executive Committee

Remuneration components and their relative share in the total remuneration

Base Remuneration

Purpose and Link with Strategy

Governance and Operation

Annual Bonus

Purpose and Link with Strategy

Governance and Operation

A. General

B. Annual Assessment

C. Clawback Right

Ontex Group NV Annual Report 2024

2025 review of the 2023 remuneration policy¹