Ontex Group NV — Audit Report / Information 2014

Apr 23, 2015

{0}------------------------------------------------

40				1	EUR
NAT.	Date of deposit	Nr.	P.	E.	D.

		_
ANNUAL	. ACCOUNTS IN EUROS	3

		ANNUAL ACCOUNTS IN EUROS
ONTEX GROUP NAME:
Public limited company Legal form:
Korte Keppestraat Address:Nr.: Box:				21/31
9320 Postal code:	Erembodegem Municipality:
Belgium Country:
Register of legal persons - commercial court:		Dendermonde
Website*:
		Company number		BE 0550.880.915
24 04 2014 DATE / / the date of publication of the memorandum of association and of the act amending the articles of association.	of deposit of the memorandum of association OR of the most recent document mentioning
ANNUAL ACCOUNTS approved by the general meeting of		26	05 2015 / /
	regarding the period from	24 04 2014 / /	to	31 12 2014 / /
	Preceding period from	/ /	to	/ /
The amounts for the preceding period are / are not** identical to the ones previously published.
COMPLETE LIST with name, surnames, profession, address (street, number, postal code and municipality) and position within the company, of the DIRECTORS, BUSINESS MANAGERS AND AUDITORS Paul Walsh (Chairman of the Board) Cedar Farm,Balls Cross,Kirdford, RH14 0JJ West Sussex, United Kingdom Charles David Bouaziz avenue Wolvendael 65, 1180 Uccle, Belgium Cepholli bvba Nr.: BE 0538.753.143 Winston Churchillaan 49 box B5, 1180 Uccle, Belgium Represented by: Jacques Purnode (Representative)			Director Director Director	02/06/2014 - 25/05/2018 24/04/2014 - 25/05/2018 24/04/2014 - 25/05/2018
Winston Chirchillaan 49 box B5, 1180 Uccle, Belgium Are attached to these annual accounts: Total number of pages deposited: Numbers of sections of the standard form not deposited because they serve no useful purpose:	31 5.1, 5.2.1, 5.2.2, 5.2.3, 5.2.4, 5.3.1, 5.3.2, 5.3.3, 5.3.4, 5.3.5, 5.3.6, 5.4.2, 5.4.3, 5.5.2, 5.16, 6, 8, 9
		Signature (name and position)		Signature (name and position)

* Optional information.

^** Strike out what is not applicable.

{1}------------------------------------------------

Nr. F 1.1 BE 0550.880.915

LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS (continued)

Artipa Bvba Director

Nr.: BE 0887.645.416 24/04/2014 - 25/05/2018

Jean Van Gijsellaan 75, 1780 Wemmel, Belgium

Represented by:

Thierry Navarre (Representative)

Jean Van Gijsellaan 75, 1780 Wemmel, Belgium

Kite Consulting Ltd Director

Hope Street, Douglas IM11AR 36, IM1AR Douglas, Isle of Man 01/10/2014 - 25/05/2018

Represented by:

Butland Richard (Representative)

Queensmere Road 4, SW195NY Londen, United Kingdom

Antonio Capo Director

Holland Park gardens 24, W14 8EA Londen, United Kingdom 02/06/2014 - 25/05/2018

Inge Boets BVBA Director

Nr.: BE 0458.838.011 02/06/2014 - 25/05/2018

Onderheide 28, 2930 Brasschaat, Belgium

Represented by:

Inge Boets (Representative)

Onderheide 28, 2930 Brasschaat, Belgium

Tegacon AS Director

Sonja Henies vei 1, 1394 Nesbru, Norway 01/10/2014 - 25/05/2018

Represented by:

Gunnar Johansson (Representative)

Sonja Henies vei 1, 1394 Nesbru, Germany

Stockbridge MGT Limited Director

Broughton House, SO20 8AY Broughton Hamshire, United Kingdom 01/10/2014 - 28/05/2018

Represented by:

Simon Henderson (Representative)

Broughton House, SO20 8AY Broughton Hamshire, United Kingdom

Luc Missorten Director

Slijkstraat 67, 3212 Pellenberg, Belgium 02/06/2014 - 25/05/2018

Alexandre Mignotte Director

Middlesex Street 84, E1 7EZ Londen, United Kingdom 28/08/2014 - 25/05/2018

Johansson Gunnar Director

Kammerhof 2, 85354 Freising, Germany 02/06/2014 - 30/09/2014

Michele Titi-Cappelli Director

Cranley gardens 7, SW7 3BB Londen, United Kingdom 02/06/2014 - 25/05/2018

Uwe Krüger Director

Pfannenstilstrasse 9, 8835 Feusisberg, Switzerland 02/06/2014 - 25/05/2018

{2}------------------------------------------------

Nr. F 1.1 BE 0550.880.915

LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS (continued)

Dominique Le Gal

Rue De Bastogne 26, L-1217 Luxemburg, Luxembourg

Simon Henderson

Rookery Lane, SO20 8AY Broughton Hamshire, United Kingdom

Richard Butland

Queensmere Road 4, SW195NY Londen, United Kingdom

Bcvba PricewaterhouseCoopers Bedrijfsrevisoren

Nr.: BE 0429.501.944

Woluwegarden Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium

Membership nr.: B00009

Represented by:

Peter Opsomer BV BVBA

(Auditor)

Woluwegarden Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium

Membership nr.: B00748

Director

02/06/2014 - 28/08/2014

Director

02/06/2014 - 30/09/2014

Director

02/06/2014 - 30/09/2014

Auditor

24/04/2014 - 25/05/2017

{3}------------------------------------------------

Nr.	BE 0550.880.915		F 1.2
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DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

The managing board declares that no audit or correction assignment has been given to a person who was not authorised to do so by law, pursuant to art. 34 and 37 of the law of 22th April 1999 concerning accounting and tax professions.

The annual accounts were / were not* audited or corrected by an external accountant or by a company auditor who is not the statutory auditor. XXX

If affirmative, mention hereafter: name, surnames, profession, address of each external accountant or company auditor and his membership number with his Institute as well as the nature of his assignment:

• A. Bookkeeping of the enterprise**,
• B. Preparing the annual accounts**,
• C. Auditing the annual accounts and/or
• D. Correcting the annual accounts.

If the tasks mentioned under A. or B. are executed by certified accountants or certified bookkeepers - tax specialists, you can mention hereafter: name, surnames, profession, address of each certified accountant or certified bookkeeper - tax specialist and the nature of his assignment.

Name, surnames, profession and address	Number	Nature of the assignment (A, B, C and/or D)

^* Strike out what is not applicable.

^** Optional information.

{4}------------------------------------------------

F 2.1

BALANCE SHEET AFTER APPROPRIATION

	Discl.	Codes	Period	Preceding period
ASSETS
FIXED ASSETS		20/28	1.810.000.000
Formation expenses	5.1	20
Intangible fixed assets	5.2	21
Tangible fixed assets	5.3	22/27
Land and buildings		22
Plant, machinery and equipment		23
Furniture and vehicles		24
Leasing and similar rights		25
Other tangible fixed assets		26
Assets under construction and advance payments	5.4/	27
Financial fixed assets	5.5.1	28	1.810.000.000
Affiliated enterprises	5.14	280/1	1.810.000.000
Participating interests		280	1.180.000.000
Amounts receivable		281	630.000.000
Other enterprises linked by participating interests	5.14	282/3
Participating interests		282
Amounts receivable		283
Other financial assets		284/8
Shares		284
Amounts receivable and cash guarantees		285/8
•
CURRENT ASSETS		29/58	6.242.654
Amounts receivable after more than one year		29
Trade debtors		290 291
Other amounts receivable		291
Stocks and contracts in progress		3 30/36
Stocks Raw materials and consumables		30/31
		32
Work in progress		33
Finished goods		34
Goods purchased for resale		35
Immovable property intended for sale		36
Advance payments		37
Contracts in progress
Amounts receivable within one year		40/41	4.446.948
Trade debtors		40	4.313.634
Other amounts receivable		41	133.314
	5.5.1/
Current investments	5.6	50/53
Own shares		50
Other investments		51/53
Cash at bank and in hand		54/58	359
Deferred charges and accrued income	5.6	490/1	1.795.347
TOTAL ASSETS		20/58	1.816.242.654

{5}------------------------------------------------

	Discl.	Codes	Period	Preceding period
EQUITY AND LIABILITIES
EQUITY(+)/(-)		10/15	1.162.516.634
Capital	5.7	10	680.650.828
Issued capital		100	680.650.828
Uncalled capital		101
Share premium account		11	144.419.162
Revaluation surpluses		12
Reserves		13	387.100.000
Legal reserve		130
Reserves not available		131
In respect of own shares held		1310
Other		1311
Untaxed reserves		132
Available reserves		133	387.100.000
Accumulated profits (losses)(+)/(-)		14	-49.653.356
Investment grants		15
Advance to associates on the sharing out of the assets		19
PROVISIONS AND DEFERRED TAXES		16	2.811.884
Provisions for liabilities and charges		160/5	2.811.884
Pensions and similar obligations		160
Taxation		161
Major repairs and maintenance		162
Other liabilities and charges	5.8	163/5	2.811.884
Deferred taxes		168
AMOUNTS PAYABLE		17/49	650.914.136
Amounts payable after more than one year	5.9	17	630.000.000
Financial debts		170/4	630.000.000
Subordinated loans		170
Unsubordinated debentures		171	250.000.000
Leasing and other similar obligations		172	200 000 000
Credit institutions		173 174	380.000.000
Other loans Trade debts		175
Suppliers		1750
Bills of exchange payable		1751
Advances received on contracts in progress		176
Other amounts payable		178/9
Amounts payable within one year		42/48	18.377.782
Current portion of amounts payable after more than one year
falling due within one year	5.9	42
Financial debts		43	900.891
Credit institutions		430/8	900.891
Other loans		439	4.507.922
Trade debts		44 440/4	4.507.922 4.507.922
Suppliers Bills of exchange payable		441	4.507.922
Advances received on contracts in progress		46
Taxes, remuneration and social security	5.9	45	68.969
Taxes		450/3	68.969
Remuneration and social security		454/9
Other amounts payable		47/48	12.900.000
Accruals and deferred income	5.9	492/3	2.536.354
TOTAL LIABILITIES		10/49	1.816.242.654
I VIAL LIABILITIES		10/48	1.010.242.004

{6}------------------------------------------------

INCOME STATEMENT

	Discl.	Codes	Period	Preceding period
Operating income		70/74	16.346.633
Turnover	5.10	70
Stocks of finished goods and work and contracts in progress:
increase (decrease)(+)/(-)		71
Own work capitalised		72
Other operating income	5.10	74	16.346.633
Operating charges(+)/(-)		60/64	18.733.541
Raw materials, consumables		60
Purchases		600/8
(+)/(-) Stocks: decrease (increase)		609
Services and other goods		61	15.920.959
Remuneration, social security costs and pensions(+)/(-)	5.10	62
Depreciation of and other amounts written off formation
expenses, intangible and tangible fixed assets		630
Amounts written off stocks, contracts in progress and trade
debtors: Appropriations (write-backs)(+)/(-)		631/4
Provisions for liabilities and charges: Appropriations (uses (+)/(-) and write-backs)	5.10	635/7	2.811.884
Other operating charges	5.10	640/8	698
Operating charges carried to assets as restructuring costs(-)		649
Operating profit (loss)(+)/(-)		9901	-2.386.908
Financial income		75	1.791.258
Income from financial fixed assets		750
Income from current assets		751	1.790.211
Other financial income	5.11	752/9	1.047
Financial charges (+)/(-)	5.11	65	2.514.176
Debt charges		650	2.492.131
Amounts written off current assets except stocks, contracts
in progress and trade debtors: appropriations (write-backs)
(+)/(-)		651
Other financial charges(+)/(-)		652/9	22.045
(+)/(-) Gain (loss) on ordinary activities before taxes		9902	-3.109.826

{7}------------------------------------------------

	Discl.	Codes	Period	Preceding period
Extraordinary income Write-back of depreciation and of amounts written off		76
intangible and tangible fixed assets		760
Write-back of amounts written down financial fixed assets		761
Write-back of provisions for extraordinary liabilities and
charges		762
Capital gains on disposal of fixed assets	5.11	763 764/9
Other extraordinary income
Extraordinary charges (+)/(-) Extraordinary depreciation of and extraordinary amounts written off formation expenses, intangible and tangible fixed		66	46.543.530
assets		660
Amounts written off financial fixed assets		661
Provisions for extraordinary liabilities and charges:
appropriations (uses)(+)/(-)		662
Capital losses on disposal of fixed assets		663
Other extraordinary charges Extraordinary charges carried to assets as restructuring	5.11	664/8	46.543.530
costs(-)		669
(+)/(-) Gain (loss) for the period before taxes		9903	-49.653.356
Transfer from deferred taxes		780
Transfer to deferred taxes		680
Income taxes(+)/(-)	5.12	67/77
Taxes		670/3
Adjustment of income taxes and write-back of tax provisions		77
(+)/(-) Gain (loss) of the period		9904	-49.653.356
Transfer from untaxed reserves		789
Transfer to untaxed reserves		689
Gain (loss) of the period available for appropriation(+)/(-)		9905	-49.653.356

{8}------------------------------------------------

APPROPRIATION ACCOUNT

Profit (loss) to be appropriated(+)/(-) Gain (loss) of the period available for appropriation(+)/(-) Profit (loss) brought forward(+)/(-)	9906 (9905) 14P
Withdrawals from capital and reserves	791/2
from capital and share premium account	791
from reserves	792
Transfer to capital and reserves
to capital and share premium account	691
to legal reserve	6920
to other reserves	6921
Profit (loss) to be carried forward(+)/(-)	(14)
Owners' contribution in respect of losses	794
Profit to be distributed	694/6
Dividends	694
Directors' or managers' entitlements	695
Other beneficiaries	696

Codes	Period	Preceding period
9906	-49.653.356
(9905)	-49.653.356
14P
791/2	12.900.000
791
792	12.900.000
691/2
691
6920
6921
(14)	-49.653.356
794
	49.000.000
694/6	12.900.000
694	12.900.000
695
696

{9}------------------------------------------------

Nr. BE 0550.880.915 F 5.4.1

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
Movements during the period
Acquisitions	8361	1.180.000.000
Sales and disposals	8371
(+)/(-) Transfers from one heading to another	8381
Acquisition value at the end of the period	8391	1.180.000.000
Revaluation surpluses at the end of the period	8451P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8411
Acquisitions from third parties	8421
Cancelled	8431
(+)/(-) Transferred from one heading to another	8441
Revaluation surpluses at the end of the period	8451
Amounts written down at the end of the period	8521P	xxxxxxxxxxxxxxx
Movements during the period
Recorded	8471
Written back	8481
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
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)	1.180.000.000
AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	281P	xxxxxxxxxxxxxxx
Movements during the period
Additions	8581	630.000.000
Repayments	8591
Amounts written down	8601
Amounts written back	8611
(+)/(-) Exchange differences	8621
(+)/(-) Other movements	8631
NET BOOK VALUE AT THE END OF THE PERIOD	(281)	630.000.000
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF THE PERIOD	8651

{10}------------------------------------------------

Nr. BE 0550.880.915 F 5.5.1

PARTICIPATING INTERESTS INFORMATION

PARTICIPATING INTERESTS AND SHARES

List the enterprises in which the enterprise holds a participating interest, (recorded in the heading 280 and 282 of assets) and the other enterprises in which the enterprise holds rights (recorded in the headings 284 and 51/53 of assets) for an amount of at least 10 % of the capital issued.

	Rights held by			Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian	directly		subsidiar ies	Annual accounts as	Cur- rency	Capital and reserve	Net result
law, the COMPANY IDENTIFICATION NUMBER	Number	%	%	per	code	(+) of (
Ontex I s.à r.l. B153.335 Foreign company Rue du Fossé 2, 1536 Luxemburg, Luxembourg Capital Shares 73.9	50.362.565	100,0	0,0	31/12/2014	EUR	774.911.046	-162.936

{11}------------------------------------------------

Nr.	BE 0550.880.915		F 5.6
-----	-----------------	--	-------	--

OTHER INVESTMENTS AND DEPOSITS, ALLOCATION DEFERRED CHARGES AND ACCRUED INCOME

	Codes	Period	Preceding period
INVESTMENTS: OTHER INVESTMENTS AND DEPOSITS
Shares	51
Book value increased with the uncalled amount	8681
Uncalled amount	8682
Fixed income securities	52
Fixed income securities issued by credit institutions	8684
Fixed term accounts with credit institutions	53
With residual term or notice of withdrawal
up to one month	8686
between one month and one year	8687
over one year	8688
Other investments not mentioned above	8689

	Period
DEFERRED CHARGES AND ACCRUED INCOME
Allocation of heading 490/1 of assets if the amount is significant
Interests Intercompany loans	1.763.647
Other	31.700

{12}------------------------------------------------

Nr.	BE 0550.880.915		F 5.7
-----	-----------------	--	-------	--

STATEMENT OF CAPITAL AND SHAREHOLDING STRUCTURE

	Codes	Period	i	Preceding period
STATEMENT OF CAPITAL
Social capital
Issued capital at the end of the period	100P	XXXXXXXXXX	xxxx
Issued capital at the end of the period	(100)	680.650	0.828
	Codes	Value		Number of shares
Changes during the period
Foundation		70	0.000	7.000
Capital increase through contribution in Kind of Ontex I s.à r.l. shares		499.930		49.993.000
Transfer of share premium in capital		400.070		0
Primary Tranche of IPO		180.580		18.055.555
Capital Decrease		-400.000	0.000	0
Structure of the capital
Different categories of shares		680.650	1 929	68.055.555
Shares without nominal value
Registered shares	8702	XXXXXXXXX	XXXX
Shares to bearer and/or dematerialized	8703	XXXXXXXXX	(XXXX	68.055.555
				Capital called but not
	Codes	Uncalled ar	nount	paid
Capital not paid
Uncalled capital	(101)			xxxxxxxxxxx
Called up capital, unpaid	8712	XXXXXXXXX	(XXXX
Shareholders having yet to pay up in full
			Codes	Period
Our shares
Own shares Held by the company itself
Amount of capital held			8721
·			8722
Corresponding number of shares			0122
Held by the subsidiaries			8731
Amount of capital held			8732
Corresponding number of shares			0/32
Commitments to issue shares
Owing to the exercise of conversion rights
Amount of outstanding convertible loans			8740
Amount of capital to be subscribed			8741
Corresponding maximum number of shares to be issued			8742
Owing to the exercise of subscription rights
Number of outstanding subscription rights			8745
Amount of capital to be subscribed			8746
Corresponding maximum number of shares to be issued			8747

{13}------------------------------------------------

BE 0550.880.915	F 5.7
-----------------	-------

	Codes	Period
Authorized capital not issued	8751

	Codes	Period
Shares issued, non representing capital Distribution
Number of shares	8761
Number of voting rights attached thereto	8762
Allocation by shareholder
Number of shares held by the company itself	8771
Number of shares held by its subsidiaries	8781

STRUCTURE OF SHAREHOLDINGS OF THE ENTERPRISE AT YEAR-END CLOSING DATE, AS IT APPEARS FROM THE STATEMENTS RECEIVED BY THE ENTERPRISE

The shareholderstructure of Ontex Group NV is as follows:

- Whitehaven B	14.941.338	shares
- Voormalig management	1.179.111	shares
- Directors	1.139.307	shares
- Other members current management	963.977	shares
- Free float	49.831.822	shares
TOTAL	68.055.555	shares

{14}------------------------------------------------

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

	Period
ANALYSIS OF THE HEADING 163/5 OF LIABILITIES IF THE AMOUNT IS SIGNIFICANT
Share based payments	2.811.884

{15}------------------------------------------------

Nr.	BE 0550.880.915		F 5.9
-----	-----------------	--	-------

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	8801
Subordinated loans	8811
Unsubordinated debentures	8821
Leasing and other similar obligations	8831
Credit institutions	8841
Other loans	8851
Trade debts	8861
Suppliers	8871
Bills of exchange payable	8881
Advance payments received on contract in progress	8891
Other amounts payable	8901
Total current portion of amounts payable after more than one year falling due within one year	(42)
Amounts payable with a remaining term of more than one but not more than five years
Financial debts	8802	380.000.000
Subordinated loans	8812
Unsubordinated debentures	8822
Leasing and other similar obligations	8832
Credit institutions	8842	380.000.000
Other loans	8852
Trade debts	8862
Suppliers	8872
Bills of exchange payable	8882
Advance payments received on contracts in progress	8892
Other amounts payable	8902
Total amounts payable with a remaining term of more than one but not more than five years	8912	380.000.000
Amounts payable with a remaining term of more than five years
Financial debts	8803	250.000.000
Subordinated loans	8813
Unsubordinated debentures	8823	250.000.000
Leasing and other similar obligations	8833
Credit institutions	8843
Other loans	8853
Trade debts	8863
Suppliers	8873
Bills of exchange payable	8883
Advance payments received on contracts in progress	8893
Other amounts payable	8903
Total amounts payable with a remaining term of more than five years	8913	250.000.000

{16}------------------------------------------------

Nr. BE 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	8951
Credit institutions	8961
Other loans	8971
Trade debts	8981
Suppliers	8991
Bills of exchange payable	9001
Advance payments received on contracts in progress	9011
Remuneration and social security	9021
Other amounts payable	9051
Total amounts payable guaranteed by Belgian public authorities	9061
Amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its own assets
Financial debts	8922
Subordinated loans	8932
Unsubordinated debentures	8942
Leasing and similar obligations	8952
Credit institutions	8962
Other loans	8972
Trade debts	8982
Suppliers	8992
Bills of exchange payable	9002
Advance payments received on contracts in progress	9012
Taxes, remuneration and social security	9022
Taxes	9032
Remuneration and social security	9042
Other amounts payable	9052
Total amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its own assets	9062
	Codes	Period
TAXES, REMUNERATION AND SOCIAL SECURITY
Taxes (heading 450/3 of the liabilities)
Outstanding tax debts	9072
Accruing taxes payable	9073	68.969
Estimated taxes payable	450
Remuneration and social security (heading 454/9 of the liabilities)
Amounts due to the National Social Security Office	9076
Other amounts payable in respect of remuneration and social security	9077

{17}------------------------------------------------

	Period
ACCRUALS AND DEFERRED INCOME
Allocation of heading 492/3 of liabilities if the amount is significant
Accrued interests	2.355.557
Commitment fee	74.861
Other	105.936

{18}------------------------------------------------

BE 0550.880.915 F 5.10

OPERATING RESULTS

Nr.

	Codes	Period	Preceding period
OPERATING INCOME
N 44
Net turnover Allocation by categories of activity
, moduloti by categories of delivity
Allocation into geographical markets
Other operating income
Operating subsidies and compensatory amounts received from public
authorities	740
OPERATING CHARGES
Employees for whom the entreprise submitted a DIMONA declaration or who are recorded in the general personnel register
Total number at the closing date	9086
Average number of employees calculated in full-time equivalents	9087
Number of actual worked hours	9088
Devoewed costs
Personnel costs Remuneration and direct social benefits	620
Employers' contribution for social security	621
Employers' premiums for extra statutory insurance	622
Other personnel costs(+)/(-)	623
Retirement and survivors' pensions	624
Provisions for pensions and other similar rights	625
Appropriations (uses and write-backs)(+)/(-)	635
Amounts written off
Stocks and contracts in progress
Recorded	9110
Written back	9111
Trade debts
Recorded	9112
Written back	9113
Provisions for liabilities and charges
Additions	9115	2.811.884
Uses and write-backs	9116
Other operating charges
Taxes related to operation	640	698
Other costs	641/8
Hired temporary staff and personnel placed at the enterprise's disposal	0006
Total number at the closing date	9096 9097
Average number calculated in full-time equivalents	9097
Costs to the enterprise	617
סטנט נט נווב פוונפוףווטב	017

{19}------------------------------------------------

Nr.	BE 0550.880.915		F 5.11
-----	-----------------	--	--------

FINANCIAL AND EXTRAORDINARY RESULTS

	Codes	Period	Preceding period
FINANCIAL RESULTS
Other financial income Subsidies granted by public authorities and recorded as income for the period
Capital subsidies	9125
Interest subsidies	9126
Allocation of other financial income
Exchange differences		1.047
	.
	.
Depreciation of loan issue expenses and reimbursement premiums	6501
Capitalized Interests	6503
Amounts written off current assets Recorded
Written back	6511
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	6560
Uses and write-backs	6561
Allocation of other financial charges
Exchange differences(+)/(-	. [	1.369
Banking costs(+)/(-		20.676

	Period
EXTRAORDINARY RESULTS
Allocation of other extraordinary income
Allocation of other extraordinary charges
IPO expenses	46.541.671
Other	1.859

{20}------------------------------------------------

Nr.	BE 0550.880.915		F 5.12
-----	-----------------	--	--------

INCOME TAXES AND OTHER TAXES

	Codes	Period
INCOME TAXES
Income taxes on the result of the period	9134
Income taxes paid and withholding taxes due or paid	9135
Excess of income tax prepayments and withholding taxes paid recorded under assets	9136
Estimated additional taxes	9137
Income taxes on the result of prior periods	9138
Additional income taxes due or paid	9139
Additional income taxes estimated or provided for	9140
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
Disallowed expenses(+)/(-)		2.812.000

Impact of extraordinary results on the amount of the income taxes relating to the current period

	Codes	Period
Status of deferred taxes Deferred taxes representing assets	9141 9142	46.840.000 46.840.000
Other deletied taxes representing assets
Deferred taxes representing liabilities Allocation of deferred taxes representing liabilities	9144

	Codes	Period	Preceding period
VALUE ADDED TAXES AND OTHER TAXES BORNE BY THIRD PARTIES
Value added taxes charged
To the enterprise (deductible)	9145	1.365.016
By the enterprise	9146	815.130
Amounts withheld on behalf of third party
For payroll withholding taxes	9147
For withholding taxes on investment income	9148	3.225.000

{21}------------------------------------------------

Nr.	BE 0550.880.915		F 5.13
-----	-----------------	--	--------

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
Of which	0450
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
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	9161
Amount of registration	9171
Pledging of goodwill - Amount of the registration	9181
Pledging of other assets - Book value of other assets pledged	9191	1.816.2 4 2.654
Guarantees provided on future assets - Amount of assets involved	9201
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	9162
Amount of registration	9172
Pledging of goodwill - Amount of the registration	9182
Pledging of other assets - Book value of other assets pledged	9192
Guarantees provided on future assets - Amount of assets involved	9202
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
SUBSTANTIAL COMMITMENTS TO ACQUIRE FIXED ASSETS
SUBSTANTIAL COMMITMENTS TO ACQUIRE FIXED ASSETS
SUBSTANTIAL COMMITMENTS TO DISPOSE OF FIXED ASSETS
FORWARD TRANSACTIONS
Goods purchased (to be received)	9213
Goods sold (to be delivered)	9214
Currencies purchased (to be received)	9215
Currencies sold (to be delivered)	9216

{22}------------------------------------------------

Nr.	BE 0550.880.915			F 5.13
		COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES
	INFORMATION CONCERNING IMPORTANT LITIGATION AND OTHER COMMITMENTS
		BRIEF DESCRIPTION OF SUPPLEMENT RETIREMENT OR SURVIVORS PENSION PLAN IN FAVOUR OF THE PERSONNEL OR THE EXECUTIVES OF THE ENTERPRISE AND OF THE MEASURES TAKEN BY THE ENTERPRISE TO COVER THE RESULTING CHARGES
			Codes	Period
	PENSIONS FUNDED BY THE ENTERPRISE
	Methods of estimation	Estimated amount of the commitments resulting from past services	9220
		NATURE AND COMMERCIAL OBJECTIVE OF TRANSACTIONS NOT REFLECTED IN THE BALANCE SHEET
	these transactions for the company have also to be mentioned	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; if need arises, the financial consequences of
	OTHER RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

{23}------------------------------------------------

RELATIONSHIPS WITH AFFILIATED ENTERPRISES AND ENTERPRISES LINKED BY PARTICIPATING INTERESTS

	Codes	Period	Preceding period
AFFILIATED ENTERPRISES
Financial fixed accets	(280/1)	1.810.000.000
Financial fixed assets Participating interests	(280)	1.180.000.000
Subordinated amounts receivable	9271
Other amounts receivable	9271	630.000.000
Other amounts receivable	9201	030.000.000
Amounts receivable from affiliated enterprises	9291	4.271.633
Over one year	9301
Within one year	9311	4.271.633
Current investments	9321
Shares	9331
Amounts receivable	9341
	0054	1.169.188
Amounts payable	9351
Over one year	9361	4.400.400
Within one year	9371	1.169.188
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or
commitments of affiliated enterprises	9381	1.816.242.654
Provided or irrevocably promised by affiliated enterprises as security for	0204	1.681.540.040
debts or commitments of the enterprise	9391	1.061.540.040
Other significant financial commitments	9401
Financial results
Income from financial fixed assets	9421
Income from current assets	9431	1.789.922
Other financial income	9441
Debt charges	9461	20.135
Other financial charges	9471
Disposal of fixed assets
Capital gains obtained	9481
Capital losses suffered	9491
Capital 100000 canolog
ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assets	(282/3)
Participating interests	(282)
Subordinated amounts receivable	9272
Other amounts receivable	9282
Amounts receivable	9292
Over one year	9302
Within one year	9312
•
Amounts payable	9352
Over one year	9362
Within one year	9372

{24}------------------------------------------------

	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
Nihil	0

............................................................................................................................................................................. ........................

{25}------------------------------------------------

Nr.	BE 0550.880.915		F 5.15
-----	-----------------	--	--------

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
Guarantees provided in their favour	9501
Main conditions of these guarantees
Other significant commitments undertaken in their favour	9502
Main conditions of the other commitments
Amount of direct and indirect remunerations and pensions, included in the income statement, as long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable person
To directors and managers	9503	400.000
To former directors and former managers	9504

	Codes	Period
AUDITORS OR PEOPLE THEY ARE LINKED TO Auditor's fees	9505	40.000
Fees for exceptional services or special missions executed in the company by the auditor Other attestation missions Tax consultancy Other missions external to the audit	95061 95062 95063	1.297.500
Fees for exceptional services or special missions executed in the company by people they are linked to
Other attestation missions	95081 95082	8.500
Tax consultancy Other missions external to the audit	95083

Mentions related to article 133, paragraph 6 from the Companies Code

{26}------------------------------------------------

Nr. BE 0550.880.915 F 5.17.1

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION TO DISCLOSE BY EACH ENTERPRISE THAT IS SUBJECT TO COMPANY LAW ON THE CONSOLIDATED ACCOUNTS OF ENTERPRISES

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

{27}------------------------------------------------

Nr. BE 0550.880.915 F 5.17.2

FINANCIAL RELATIONSHIPS OF THE GROUP LED BY THE ENTERPRISE IN BELGIUM WITH AUDITORS OR WITH PEOPLE THEY ARE LINKED TO

	Codes	Period
Mentions related to article 134, paragraphs 4 and 5 from the Companies Code
Auditor's fees according to a mandate at the group level led by the company publishing the information		311.936
Fees for exceptional services or special missions executed in these group by the auditor
Other attestation missions	95071	1.297.500
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		641.593
Fees for exceptional services or special missions executed in the group by people they are linked to
Other attestation missions	95091	180.427
Tax consultancy	95092	2.387.725
Other missions external to the audit	95093	33.750

Mentions related to article 133, paragraph 6 from the Companies Code

{28}------------------------------------------------

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 30 January 2001 in execution of the Companies Act. These are applicable for the valuation of the whole set of receivables, liabilities and obligations, of whatever nature, related to Ontex Group NV 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 general 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 or 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:

{29}------------------------------------------------

-Concessions, patents and licenses 20 % straight-line
-Goodwill 20 % straight-line
-Prepayments /
The tangible assets are depreciated as follows:
-Land and buildings 5 % straight-line 5 % declining balance
-Additional building costs 5 % straight-line 5 % declining balance
- Installation, machinery and equipment 20 % straigth-line - 20 % declining balance - 33 %
straight-line (second hand and small equipment)
-Furniture and vehicles 20 % straight-line - 20 % declining balance - 25 %
straight-line 33 % straight-line (second hand)
-Leasing and similar rights 20 % straight-line - 20 % declining balance
-Other tangible assets 3 % straight-line - 33 % straight-line
-Assets under construction /

The assets are depreciated as from the year of acquisition on a prorata daily basis. The accounting year ending as per 31 december 2014 represents the Company's first accounting year.

Financial assets

Investments are recorded at their acquisition price or contribution value without supplementary costs.

Receivables and guarantees are recorded at their nominal value.

-Research and development costs 20 % straight-line

An impairment loss is accounted for in case of permanent capital loss or decline in value.

Amounts receivable within one year

Amounts receivable are recorded on the balance sheet at their nominal value.

An appropriate write-down will be made if part or all of the payment on the due date is uncertain, or if the recoverable amount on the balance sheet date is lower than the book value.

Cash investments

Cash investments are valued at their nominal value.

Repurchased own shares are valued at the acquisition value as calculated using the LIFO method.

Cash and cash equivalents

Balances held with financial institutions are valued at their nominal value.

Both positive and negative translation differences for cash and cash equivalents in foreign currency are recorded in the financial results.

Provisions for liabilities and charges

Management determines with prudence and good faith the provisions to be recorded for any pending disputes, charges and risks.

Amounts payable after more than 1 year and within 1 year Amounts payable are shown in the balance sheet at their nominal value.

Receivables and payables in foreign currency

Receivables and payables are converted using the exchange rate on the last trading day of the accounting year where both the positive and negative translation results totalized per currency are recorded in the income statement.

Accruals and deferrals

Accruals and deferrals are valued at their acquisition cost and recorded in the balance sheet for the part that refers to the next accounting year or years.

3. Free disclosure

In the context of the group financing, a Revolver Credit Facility was negotiated with the banks. The credit amounts to € 100 million, which was not used per December 31, 2014 by the group.

{30}------------------------------------------------

Different group companies, of which Ontex Group NV, are liable for the obligations resulting from this financing.

Ontex Group NV has issued a bond for a total amount of € 250 million and a term loan of € 380 million. For this financing there are also several group companies, of which Ontex Group NV, liable for the obligations resulting from this financing.

The amounts included on codes 9381 & 9391 are related to this.

The company is part of a VAT unit that was established within the Ontex Group and of which the following companies are part of

• Ontex BVBA
• Eutima BVBA
• Ontema BVBA
• Ontex Coordination Center BVBA
• Ontex International BVBA
• ONV Topco NV

As a consequence, the company is liable for the VAT debts of all the above mentioned companies.