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Ontex Group NV Audit Report / Information 2024

Apr 4, 2025

3985_rns_2025-04-04_9ebf2f17-b859-4def-a8a0-193374cea73a.pdf

Audit Report / Information

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STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING OF ONTEX GROUP NV ON THE ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2024

We present to you our statutory auditor's report in the context of our statutory audit of the annual accounts of Ontex Group NV (the "Company"). This report includes our report on the annual accounts, as well as the other legal and regulatory requirements. This forms part of an integrated whole and is indivisible.

We have been appointed as statutory auditor by the general meeting d.d. 5 May 2023, following the proposal formulated by the board of directors and following the recommendation by the audit committee. Our mandate will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31 December 2025. We have performed the statutory audit of the Company's annual accounts for 11 consecutive years.

Report on the annual accounts

Unqualified opinion

We have performed the statutory audit of the Company's annual accounts, which comprise the balance sheet as at 31 December 2024, and the profit and loss account for the year then ended, and the notes to the annual accounts, characterised by a balance sheet total of EUR 3.035.105.915,00 and a profit and loss account showing a profit for the year of EUR 15.481.625,00.

In our opinion, the annual accounts give a true and fair view of the Company's net equity and financial position as at 31 December 2024, and of its results for the year then ended, in accordance with the financial-reporting framework applicable in Belgium.

Basis for unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Furthermore, we have applied the International Standards on Auditing as approved by the IAASB which are applicable to the year-end and which are not yet approved at the national level. Our responsibilities under those standards are further described in the "Statutory Auditor's responsibilities for the audit of the annual accounts" section of our report. We have fulfilled our ethical responsibilities in accordance with the ethical requirements that are relevant to our audit of the annual accounts in Belgium, including the requirements related to independence.

We have obtained from the board of directors and Company officials the explanations and information necessary for performing our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

PwC Bedrijfsrevisoren BV - PwC Reviseurs d'Entreprises SRL - Financial Assurance Services Maatschappelijke zetel/Siège social: Culliganlaan 5, B-1831 Diegem Vestigingseenheid/Unité d'établissement: Sluisweg 1 bus 8, B-9000 Gent T: +32 (0)9 268 82 11, F: +32 (0)9 268 82 99, www.pwc.com BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRUBEBB / BELFIUS BE92 0689 0408 8123 - BIC GKCC BEBB

Key audit matter

A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the annual accounts of the current period. This matter was addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter.

(1) Impairment testing on participations in affiliated companies

Description of the key audit matter

The participations in affiliated companies of Ontex Group NV as at 31 December 2024 consist of a participation in Ontex BV for an amount of EUR 1.687,1 million .

We consider the impairment testing on participations in affiliated companies as most significant to our audit because of the fact that they represent a substantial amount of the total assets. Additionally, such impairment assessment involves significant judgement by management, with respect to the future results and cash flow generation of the Core business and the fair value less costs to sell of the entities held for sale.

How our audit addressed the key audit matter

For the evaluation of the impairment testing on the participation in Ontex BV, we have obtained management's assessment whereby the value in use of the Core business and the fair value less costs to sell of the assets held for sale has been considered.

In evaluating management's impairment assessment, we focused on the reasonableness and impact of key assumptions including cash flow forecasts of Ontex BV and its subsidiaries, discount rate, long term growth rate of revenue, operating margin, working capital- and CAPEX percentages and expected sales price less costs to sell of assets held for sale.

In assessing the reasonableness of the assumptions used by management we involved our internal valuation experts. Additionally, we have assessed whether the valuation models used have been consistently applied as part of the overall financial closing process.

Whilst recognizing that cash flow forecasting and impairment assessment are all inherently judgmental, we found that the assumptions used by management, in evaluating whether a permanent reduction in value exists are reasonable.

Responsibilities of the board of directors for the preparation of the annual accounts

The board of directors is responsible for the preparation of annual accounts that give a true and fair view in accordance with the financial-reporting framework applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts, the board of directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and

using the going concern basis of accounting unless the board of directors either intends to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Statutory auditor's responsibilities for the audit of the annual accounts

Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.

In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of the annual accounts in Belgium. A statutory audit does not provide any assurance as to the Company's future viability nor as to the efficiency or effectiveness of the board of directors' current or future business management. Our responsibilities in respect of the use of the going concern basis of accounting by the board of directors are described below.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

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

We communicate with the board of directors and with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the board of directors and the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the board of directors and the audit committee, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Other legal and regulatory requirements

Responsibilities of the board of directors

The board of directors is responsible for the preparation and the content of the directors' report, of the documents required to be deposited by virtue of the legal and regulatory requirements as well as for the compliance with the legal and regulatory requirements regarding bookkeeping, with the Companies' and Associations' Code and the Company's articles of association.

Statutory auditor's responsibilities

In the context of our engagement and in accordance with the Belgian standard which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, the directors' report, certain documents required to be deposited by virtue of legal and regulatory requirements, as well as compliance with the articles of association and of certain requirements of the Companies' and Associations' Code, and to report on these matters.

Aspects related to the directors' report

In our opinion, after having performed specific procedures in relation to the directors' report, the directors' report is consistent with the annual accounts for the year under audit, and it is prepared in accordance with the articles 3:5 and 3:6 of the Companies' and Associations' Code.

In the context of our audit of the annual accounts, we are also responsible for considering, in particular based on the knowledge acquired resulting from the audit, whether the directors' report is materially misstated or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, there are no material misstatements we have to report to you.

Statement related to the social balance sheet

The social balance sheet, to be deposited in accordance with article 3:12, §1, 8° of the Companies' and Associations' Code, includes, both in terms of form and content, the information required under this Code, including, but not limited to, in relation to salaries and education, and does not present any material inconsistencies with the information we have at our disposition in our engagement.

Statement related to independence

  • Our registered audit firm and our network did not provide services which are incompatible with the statutory audit of the annual accounts and our registered audit firm remained independent of the Company in the course of our mandate.
  • The fees for additional services which are compatible with the statutory audit of the annual accounts referred to in article 3:65 of the Companies' and Associations' Code are correctly disclosed and itemized in the notes to the annual accounts.

Other statements

  • Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium.
  • The appropriation of results proposed to the general meeting complies with the legal provisions and the provisions of the articles of association.
  • There are no transactions undertaken or decisions taken in breach of the Company's articles of association or the Companies' and Associations' Code that we have to report to you.
  • This report is consistent with the additional report to the audit committee referred to in article 11 of the Regulation (EU) N° 537/2014.

Ghent, 17 March 2025

The statutory auditor

PwC Bedrijfsrevisoren BV/PwC Reviseurs d'Entreprises SRL Represented by

Lien Winne*

Bedrijfsrevisor/Réviseur d'entreprises

*Acting on behalf of Lien Winne BV

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ONTEX GROUP
Public limited company
Korte Keppestraat Evaluation or expired copy of ReportLab PLUS. Contact ReportLab (www.reportlab.com) to purchase. 21
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9320 Erembodegem
Belgium
Gent, Division Dendermonde
0550.880.915
03
06
2021
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EURO 05
05
2025
01
01
2024
31
12
2024
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01
01
Evaluation or expired copy of ReportLab PLUS. Contact ReportLab (www.reportlab.com) to purchase.
2023
31
12
2023

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0550.880.915

02/06/2014 - 05/05/2026

25/05/2021 - 05/05/2025

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

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

Director

Director

Represented by:

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

Represented by:

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

Evaluation or expired copy of ReportLab PLUS. Contact ReportLab (www.reportlab.com) to purchase. Evaluation or expired copy of ReportLab PLUS. Contact ReportLab (www.reportlab.com) to purchase. MJA Consulting BV Nr.: 0848.139.987 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:

Evaluation or expired copy of ReportLab PLUS. Contact ReportLab (www.reportlab.com) to purchase. Evaluation or expired copy of ReportLab PLUS. Contact ReportLab (www.reportlab.com) to purchase. Jesper Hojer 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

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Mühlebachstraase 59, 8008 Zürich, Switzerland

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

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

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

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

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

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

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BV PwC Nr.: 0429.501.944 Culliganlaan 5, 1831 Diegem, Belgium Membership nr.: B00009

Auditor 05/05/2023 - 05/05/2026

Represented by:

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

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Evaluation or expired copy of ReportLab PLUS. Contact ReportLab (www.reportlab.com) to purchase. Evaluation or expired copy of ReportLab PLUS. Contact ReportLab (www.reportlab.com) to purchase.

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XXX

-

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

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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
Discl. 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

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0550.880.915
Evaluation or expired copy of ReportLab PLUS. Contact ReportLab (www.reportlab.com) to purchase. Evaluation or expired copy of ReportLab PLUS. Contact ReportLab (www.reportlab.com) to purchase.
(in units)
Ontex bv
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0419.457.296
Limited liability company
Genthof 5, 9255 Buggenhout,
Belgium
Capital 371.481. 31/12/2023 EUR 230.509.347,00 80.018.428,00
shares 133 100

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

-

-

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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
Ontex Mayen GMBH
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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
DE248670006
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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
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OTHER INVESTMENTS AND DEPOSITS, ALLOCATION DEFERRED CHARGES AND ACCRUED INCOME

Codes Period Preceding period
INVESTMENTS: OTHER INVESTMENTS AND DEPOSITS
51
Shares and current investments other than fixed income investments
.
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)
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Shareholder December 31, 2024 96 *
Groupe Bruxelles Lambert SA 16,454,453 19,9899
ENA Investment Capital LLC 12.411.999 15.07%
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 trme of the transparersy declaration

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First - F-cap2023 - 28 / 56

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
Nr. 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
����������������������������������������������������������������������������������������������������������������������������������������������������������������������������� .
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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

Codes 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 -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
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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.

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

MANAGEMENT REPORT

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, profitsharing 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,

_______________________________

_______________________________

17 March 2025,

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

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

Nr.
0550.880.915
F-cap 10
SOCIAL BALANCE SHEET
Number of joint industrial committee: 120 214

STATEMENT OF THE PERSONS EMPLOYED

STATEMENT OF THE PERSONS EMPLOYED

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

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

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
Codes 1.
Full-time
2.
Part-time
3.
Total full-time
equivalents
ENTRIES
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