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Sofina SA Interim / Quarterly Report 2023

Sep 5, 2023

4002_ir_2023-09-05_75558e9c-3867-4208-b678-a53f83c1d70b.pdf

Interim / Quarterly Report

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5 September 2023 – after 5.40pm Regulated information

HALF-YEAR REPORT 2023

SOFINA – HALF-YEAR REPORT 2023 2

January 2024 Newsletter #13
28 March 2024 Annual report 2023
8 May 2024 Annual General Meeting
July 2024 Newsletter #14

Additional information can be found on our website (www.sofinagroup.com), such as:

  • Financial reports
  • Description of our strategy (including ESG strategy)
  • Description of our investments
  • Overview of our teams
  • Details on our governance

[email protected] +32 2 551 06 11

Dirk Delmartino

[email protected] +32 470 61 49 65

  • 4 Message to shareholders
  • 5 Key indicators 1
  • 10 Strategy
  • 12 Key events 1
  • 15 Investment styles
  • 19 Selected portfolio companies in our sectors of focus
  • 20 SDGs 1
  • 21 Interim condensed consolidated financial statements
  • 25 Notes to the interim condensed consolidated financial statements
  • 57 Statutory auditor's report
  • 58 Glossary

In accordance with Article 12, §2, 3° of the Royal Decree of 14 November 2007, Harold Boël, Chief Executive Officer, certifies in the name and on behalf of the Board of Directors that, to the best of his knowledge :

  • The interim condensed consolidated financial statements, prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and of the fair value of its investment subsidiaries;
  • The interim Management report contains a fair review of the development of the business, the results and the position of the Company and its investment subsidiaries, as well as a description of the principal risks and uncertainties they face.

  • Sections of the interim Management report. SDGs stands for United Nations Sustainable Development Goals.

Dear Shareholders,

Sofina's half-year results point again to the stability in our foundation and our ability to invest across cycles. More than halfway into 2023, we continue to see turbulence in global markets, value corrections and a challenging funding environment for growing companies. This period has been a reality check on fundamentals for growth investing. Sofina's diversified portfolio, long-term focus, anchor shareholder and clear strategy allow to focus on the opportunities in this environment. Opportunities to learn, certainly, but also opportunities to seize.

Despite the volatility across sectors and geographies, our Net Asset Value (NAV), the central measure of our performance, has stabilised after last year's declines (EUR 9.215 bn at 30/06). The most important driver is the underlying performance of our portfolio companies within Sofina Direct. They keep growing, day after day. Also affecting our results are the expected lag in value adjustments in Sofina Private Funds, as well as currency headwinds compared to last year.

We have adjusted our investment activity to the current economic environment. We have been more active in supporting our existing portfolio companies, in their strategic investments and acquisitions. Biobest Group or SellerX are good examples. In pursuing new investments, where oftentimes, value expectations of market participants seem unrealistic, we remain disciplined and selective in our capital deployment for start and scaleups. Opportunities include Too Good To Go or Mistral AI. We crystallised value through (partial) divestments in Groupe Petit Forestier and Biotech Dental.

With confidence in our investment strategy, strong long-term potential of our sectors and a quality portfolio, we feel well placed to continue what we do best: support the next generation of entrepreneurs. At heart, what we do is work with the best people, in-house and at our investment partners, to identify the best founders. They are the ones that build first-class businesses. We step in when we see a vision, robust fundamentals, promising growth and reasonable valuation.

Across our portfolio, we also look to create synergies. They reinforce each-other and strengthen the structure of the group. One such area is ESG, where we're encouraging and guiding all companies across our portfolio to consider Environmental, Social and Governance (ESG) goals as drivers for growth and impact. For us, they are principles for responsible investment and the core of building to last, in line with our guiding principles of Purpose & Patience, which are more relevant than ever in the current environment.

Dominique Lancksweert, Chairman Harold Boël, Chief Executive Officer

Sofina SA adopted the Investment Entity status in application of IFRS 10, §27, which provides that a company, as long as it meets the definition of an Investment Entity, does not consolidate its subsidiaries. In the present Halfyear report, the interim condensed consolidated financial statements as an Investment Entity give the fair value of Sofina SA's direct investments (in portfolio investments or in investment subsidiaries). The Net Asset Value ("NAV") reported below under the Investment Entity status or in transparency (i.e. considering all portfolio investments whether held by Sofina SA directly or indirectly through its investment subsidiaries) is the same.

INTERIM FINANCIAL STATEMENTS - OVERVIEW OF THE HALF-YEAR 2

30/06/2023 31/12/2022
Total assets (in million EUR) 9,947 10,198
Net Asset Value (in million EUR) 9,215 9,313
Net Asset Value per share (in EUR) 3 276.79 279.41
ST SEMESTER 2023
1
ST SEMESTER 2022
1
Net result (share of the group) (in million EUR) 14 -1,336
Net result (share of the group) per share (in EUR) 4 0.42 -39.80

As a reminder, the Annual General Meeting of 4 May 2023 decided to pay a gross dividend of EUR 3.24 per share.

FINANCIAL FIGURES IN TRANSPARENCY 5 (IN MILLION EUR)

KEY FIGURES IN TRANSPARENCY 30/06/2023 31/12/2022
Net debt / (Net cash) -123 -233
Investment portfolio 9,061 9,062
Loan-to-value (in %) -1.4% -2.6%
KEY COMPREHENSIVE INCOME FIGURES IN
TRANSPARENCY
ST SEMESTER 2023
1
ST SEMESTER 2022
1
Dividends 23 29
Net result of the investment portfolio 12 -1,321
Total comprehensive income 14 -1,336
KEY CASH FLOW STATEMENT FIGURES IN
TRANSPARENCY
ST SEMESTER 2023
1
ST SEMESTER 2022
1
Investments in portfolio -244 -744
Divestments from portfolio 240 614

2. The interim condensed consolidated financial statements are presented under the Investment Entity status, in application of which direct subsidiaries of Sofina SA are stated at fair value, including the fair value of their equity investments and other assets and liabilities (mainly intragroup debts and receivables), through profit and loss. For further explanation, see the Glossary at the end of this Half-year report.

3. Calculation based on the number of outstanding shares (33,290,572 shares at 30 June 2023 and 33,332,072 shares at 31 December 2022). 4. Calculation based on the weighted average number of outstanding shares (33,330,492 shares at 30 June 2023 and 33,510,733 shares at 30 June 2022).

5. Based on the portfolio in transparency (see point 2.1 of the Notes to the interim condensed consolidated financial statements). For a definition of the different terms used, see in the Glossary at the end of this Half-year report.

BALANCE SHEET IN TRANSPARENCY 30/06/2023 31/12/2022
Investment portfolio 9,061 9,062
Sofina Direct 4,847 4,760
Long-term minority investments 2,811 2,797
Sofina Growth 2,036 1,962
Sofina Private Funds 4,214 4,302
Net cash 123 233
Gross cash 819 929
Financial liabilities -696 -696
Other 31 18
NAV 9,215 9,313

EVOLUTION OF THE NET ASSET VALUE OVER THE LAST 20 YEARS 6

6. Data at 31 December, except for 2023 which provides for data at 30 June. The financial data are prepared under IFRS standards since the financial year closed at 31 December 2004. Figures relating to 2016 and 2017 have been restated in accordance with IAS 28, §18 to ensure that the Net Asset Value for 2016 and 2017 can be compared with that of the following years as set up under the Investment Entity status.

AVERAGE ANNUAL RETURN 7

EVOLUTION OF THE SHARE PRICE AND THE NAV PER SHARE OVER THE LAST 20 YEARS (IN EUR) 8

7. For a definition of the different terms used, see in the Glossary at the end of this Half-year report.

8. Data at 31 December, except for 2023 which provides for data at 30 June.

BY GEOGRAPHIC REGION 9 BETWEEN LISTED AND UNLISTED INVESTMENTS 10

TOP 10 OF SOFINA DIRECT 11

TOP 10 OF SOFINA PRIVATE FUNDS 13

1 SC CHINA CO-INVESTMENT 2016-A (BYTEDANCE) 1 SEQUOIA CAPITAL (US, CHINA & INDIA)
2 GROUPE PETIT FORESTIER 2 LIGHTSPEED
3 LERNEN MIDCO 1 (COGNITA) 3 INSIGHT PARTNERS
4 CAMBRIDGE ASSOCIATES 4 BATTERY VENTURES
5 DRYLOCK TECHNOLOGIES 5 ICONIQ CAPITAL
6 NUXE INTERNATIONAL 6 THOMA BRAVO
7 BIOMÉRIEUX 7 TA ASSOCIATES
8 VER SE INNOVATION 8 ANDREESSEN HOROWITZ
9 MÉRIEUX NUTRISCIENCES 9 SPARK CAPITAL
10 SALTO SYSTEMS 10 VENROCK

The 10 largest investments of Sofina Direct represent 27% of the fair value of the portfolio in transparency.

The 5 largest investments of Sofina Direct represent more than 15% but less than 20% of the portfolio in transparency, whereas the 7 largest investments represent more than 20% of the portfolio in transparency.11

Out of the above-listed investments taken individually, when taking into account our combined holdings through Sofina Direct and Sofina Private Funds when applicable, ByteDance is the sole asset representing more than 5% of the fair value of the portfolio in transparency.12

The 10 largest General Partners of Sofina Private Funds represent 24% of the fair value of the portfolio in transparency.

9. Based on the portfolio in transparency considering the country of the main or historical headquarters of the investments as used in the management information (see point 2.6 of the Notes to the interim condensed consolidated financial statements).

10. Based on the portfolio in transparency.

11. Largest investments in terms of representation in the fair value of the portfolio in transparency and following the valuation principles set in point 2.5 of the Notes to the interim condensed consolidated financial statements. Listed in decreasing order of fair value at 30 June 2023. The ranking of our Sofina Direct investments does not take into consideration indirect holdings in these entities through certain partnerships of Sofina Private Funds.

12. Based on latest reports obtained from the General Partners until mid-August 2023. The valuation of such investments through Sofina Private Funds is therefore based either on a report at 30 June 2023 or on a report at 31 March 2023.

13. Largest General Partners in terms of estimated representation of their funds in the fair value of Sofina's portfolio in transparency. Listed in decreasing order of fair value at 30 June 2023.

  1. At 30 June 2023.

Sofina invested in Too Good To Go, a pioneering B Corp certified company dedicated to reducing food waste. It operates a leading B2C marketplace for discounted surplus food that connects retailers looking to sell surplus food that would otherwise go to waste, with consumers looking for a good deal in return. The investment was made through a syndication vehicle managed by Blisce.

Our partnership aims to empower communities and drive sustainable change within the global food industry.

CONSUMER AND RETAIL

Dott is a micromobility company operating a fleet of shared e-scooters and e-bikes. Sofina subscribed to the Series C round which first tranche closed in September 2022 and second tranche closed in March 2023.

CONSUMER AND RETAIL DIGITAL TRANSFORMATION

MISTRAL AI

Mistral AI is a generative AI company based in France with the ambition of creating the leading LLM* open-source alternative to OpenAI's ChatGPT. Sofina invested alongside Lightspeed in this company co-founded by three French researchers from Meta's LLaMA and Deepmind's RETRO labs.

* Large Language Models (LLMs) are foundational machine learning models that use deep learning algorithms to process and understand natural language.

Sofina increased its existing holding in Biobest, a global leader in biological crop protection and natural pollination in which Sofina initially invested in 2022.

15. Overview of the main events of 2023 until the date of this Half-year report, i.e. 5 September 2023.

16. Sofina Direct combines Long-term minority investments and Sofina Growth, the two investment styles in which the Sofina group directly owns shares in portfolio companies or is involved through a syndication vehicle.

SellerX is building a portfolio of next generation brands that touch people's everyday lives.

In the context of SellerX's merger with Elevate, Sofina purchased additional shares and lead the Series C round which closed in June 2023.

Vinted is Europe's largest online marketplace dedicated to second-hand fashion.

Sofina further increased its stake through a secondary purchase.

HEALTHCARE AND LIFE SCIENCES EDUCATION

Birdie is a B Corp certified company established in the United Kingdom that operates an all-in-one homecare software which connects health practitioners, care communities and patients to ensure the best care outcomes.

K12 Techno Services is an educational services platform which provides a suite of services including academic support, administration, and technology solutions.

Sofina subscribed to the Series E round whose first tranche closed in November 2022 and second tranche closed in July 2023.

CONSUMER AND RETAIL

Lenskart is a leading eyewear manufacturer and retailer in India, in which Sofina saw part of its indirect stake divested.

HEALTHCARE AND LIFE SCIENCES

As previously announced, Sofina signed an agreement with Henry Schein, the world's largest provider of healthcare solutions to office-based dental and medical practitioners, for the sale of its entire stake in Biotech Dental, a European dentistry leader. The deal closed in April 2023.

Groupe Petit Forestier - Sofina disposed a portion of its stake to the Forestier family and retains 34% in the company.

A small part of Sofina's indirect stake in Aohua, one of the leading Chinese endoscopy equipment and consumables manufacturers, has been divested.

The start of 2023 saw a slowdown in sums committed to venture capital and growth funds, with just over USD 90 billion raised over the first 6 months, compared to a total of almost USD 300 billion in 2022. Myriad factors combined to buffet the markets, including the protracted war in Ukraine, other geopolitical uncertainties, concerns about the global banking system, stubbornly high inflation, and still-increasing interest rates. While valuations in the technology space are under pressure, innovation continues to be robust driven by generative AI. Sofina's portfolio funds managers are actively looking at the latest developments in generative AI, assessing the risks and opportunities for their existing portfolio companies, and looking at promising new entrants.

Sofina's Private Funds activity remains disciplined in its commitments approach, maintaining a stable pace across vintages and supporting its portfolio funds managers in navigating a difficult fundraising environment.

The difference between the NAV of the Newsletter #12 including the preliminary financial figures of the first semester and the NAV of this Half-year report amounts to EUR 75 million. The decrease is explained by the valuation adjustments of Sofina Private Funds taking into account the reports as of 30 June 2023, received from the General Partners since the publication of the Newsletter #12 on 24 July 2023 and some valuation adjustments of the Sofina Direct investments. More than 70% of the Sofina Private Funds fair value is based either on reports at 30 June 2023 or valuations based on market prices or transaction prices.

On 15 February 2023, Euronext Brussels launched the BEL ESG index with the aim to identify and track the companies within the BEL 20 and the BEL Mid indices that have demonstrated the best ESG practices. According to Euronext, the BEL ESG index is "designed to facilitate the adoption of mainstream ESG investment solutions by investors". Sofina is member of the BEL ESG Index since its inception.

The Investment team continued to engage with the management teams of our portfolio companies on their ESG and sustainability priorities. Setting up sustainability roadmaps will allow Sofina to closely monitor the ESG performance of its portfolio companies, based on agreed milestones. Our ESG frameworks were also applied to inform our investment decisions in Sofina Direct and Sofina Private Funds around ESG.

As indicated, Sofina has the ambition to be a United Nations Sustainable Development Goals (SDGs) contributor. You can find a mapping of our investments towards these goals on page 20.

Our teams follow a programme of internal ESG trainings to ensure they have the right tools to include ESG considerations in their decision-making and work with our portfolio companies on their ESG journey.

BETWEEN LISTED AND UNLISTED INVESTMENTS

17. Based on the fair value of the Sofina group's investments at 30 June 2023 (portfolio in transparency). At closing date, Sofina had 79 portfolio companies in its portfolio.

18. Based on the fair value of the Sofina group's investments at 30 June 2023 (portfolio in transparency). At closing date, Sofina had 25 companies in its portfolio.

19. Based on the fair value of the Sofina group's investments at 30 June 2023 (portfolio in transparency). At closing date, Sofina had 54 companies in its portfolio.

BETWEEN LISTED AND UNLISTED INVESTMENTS 21

20 Based on the fair value of the Sofina group's investments at 30 June 2023 (portfolio in transparency). At closing date, Sofina had 496 funds in its portfolio.

21. Estimated based on available information provided by the General Partners.

  1. Based on the fair value of the Sofina group's investments as at 30 June 2023 (portfolio in transparency).

Sector knowledge is paramount. We have teams focusing on our four preferred sectors with the belief, in line with our mission, that these sectors are well positioned to contribute to global growth, development and innovation.

We have gathered significant industry expertise and investment experience in those areas through our investment styles. This knowledge, alongside our partners' industry experience, enables us to support the growth of our portfolio companies.

Sofina has the ambition to become a United Nations Sustainable Development Goals (SDGs) contributor, as it believes that positive impact on communities and environments where businesses operate will be a growing driver of sustainable value creation.

A number of recent investments have been made in companies with products and services that directly positively contribute to the SDGs, as highlighted here below. Some of them, such as Too Good to Go and Birdie, are additionally B Corp certified companies. We are also pleased to count Felix Capital, who also became B Corp certified, among our core European GPs.

Updated SDG mapping of our portfolio at 30 June 2023:

Sofina meets the conditions for Investment Entity status under IFRS 10, §27, which requires that investment subsidiaries should not be consolidated and that direct subsidiaries of a company that qualifies as an Investment Entity should be recorded at fair value in the consolidated financial statements, including the fair value of their equity investments and their other assets and liabilities.

CONSOLIDATED BALANCE SHEET

ASSETS in thousand EUR
NOTES 30/06/2023 31/12/2022
Non-current assets 8,511,608 8,549,094
(In)tangible assets 8,931 9,111
Investment portfolio 3.1 8,502,677 8,539,983
Investments 8,501,263 8,538,603
Receivables 1,414 1,380
Deferred tax assets 0 0
Current assets 1,435,228 1,648,741
Deposits and other current financial assets 3.3 597,249 436,686
Receivables from subsidiaries 3.8 740,896 823,998
Other current receivables 97 97
Taxes 1,338 2,474
Cash and cash equivalents 3.4 95,648 385,486
TOTAL ASSETS 9,946,836 10,197,835
LIABILITIES in thousand EUR
NOTES 30/06/2023 31/12/2022
Shareholders' equity 9,214,575 9,313,329
Share capital 3.5 79,735 79,735
Share premium 4,420 4,420
Reserves 9,130,420 9,229,174
Non-current liabilities 698,403 697,825
Provisions for pensions 2,235 2,235
Other provisions 274 83
Non-current financial liabilities 3.6 695,894 695,507
Deferred tax liabilities 0 0
Current liabilities 33,858 186,681
Current financial liabilities 3.7 5,370 2,010
Payables to subsidiaries 3.8 25,026 175,634
Trade and other current payables 3.7 3,462 9,037
Taxes 0 0
TOTAL LIABILITIES 9,946,836 10,197,835

CONSOLIDATED INCOME STATEMENT

in thousand EUR
NOTES 1
ST SEMESTER 2023
1
ST SEMESTER 2022
Dividend income 11,736 9,147
Interest income 3.9 14,302 2,831
Interest expenses 3.9 -3,858 -4,088
Net result of the investment portfolio 3.1 & 3.10 -379 -1,315,091
Investments -379 -1,315,091
Gains 218,968 72,805
Losses -219,347 -1,387,896
Receivables 0 0
Gains 0 0
Losses 0 0
Other financial results 3.11 9,336 -8,063
Other income 936 4,054
Other expenses 3.12 -17,988 -25,107
RESULT BEFORE TAX 14,085 -1,336,317
Taxes -4 269
RESULT OF THE PERIOD 14,081 -1,336,048
SHARE OF THE GROUP IN THE RESULT 14,081 -1,336,048
Net result per share (EUR) 1 0.4225 -39.8039
Diluted net result per share (EUR) 2 0.4200 -39.5679

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

in thousand EUR
NOTES 1
ST SEMESTER 2023
1
ST SEMESTER 2022
RESULT OF THE PERIOD 14,081 -1,336,048
OTHER COMPREHENSIVE INCOME3
Other items 0 0
Income and expenses recognised directly in
shareholders' equity and subsequently reclassified in
net revenue
0 0
Income and expenses recognised directly in
shareholders' equity and subsequently not reclassified
to net revenue
0 0
TOTAL OTHER COMPREHENSIVE INCOME3 0 0
TOTAL RECOGNISED INCOME AND EXPENSES
(COMPREHENSIVE INCOME)
14,081 -1,336,048
Attributable to non-controlling interests 0 0
Attributable to shareholders of the parent company 14,081 -1,336,048

1. Calculation based on the weighted average number of outstanding shares (33,330,492 shares as at 30 June 2023 and 33,565,782 shares as at 30 June 2022, i.e. a net change in treasury shares of -235,290).

2. Calculation based on the weighted average number of outstanding shares diluted per share (33,524,042 shares as at 30 June 2023 and 33,765,932 shares as at 30 June 2022, i.e. a net change in treasury shares of -241,890).

3. These items are presented net of taxes.

CHANGES IN THE CONSOLIDATED SHAREHOLDERS' EQUITY

in thousand EUR
NOTES CAPITAL SHARE
PREMIUM
RESERVES TREASURY
SHARES
GROUP
SHARE
NON
CONTROLLING
INTERESTS
TOTAL
BALANCE AS AT
31/12/2021
79,735 4,420 11,489,863 -219,677 11,354,341 0 11,354,341
Result of the
period
-1,336,048 -1,336,048 -1,336,048
Other
comprehensive
income
0 0 0
Dividends -107,154 -107,154 -107,154
Changes in
treasury shares
2,120 -41,138 -39,018 -39,018
Other 2,835 2,835 2,835
Changes in non
controlling
interests
0 0
BALANCE AS AT
30/06/2022
79,735 4,420 10,051,616 -260,815 9,874,956 0 9,874,956
BALANCE AS AT
31/12/2022
79,735 4,420 9,521,570 -292,396 9,313,329 0 9,313,329
Result of the
period
14,081 14,081 14,081
Other
comprehensive
income
0 0 0
Dividends 3.5 -108,023 -108,023 -108,023
Changes in
treasury shares
-222 -8,635 -8,857 -8,857
Other 4,045 4,045 4,045
Changes in non
controlling
interests
0 0
BALANCE AS AT
30/06/2023
79,735 4,420 9,431,451 -301,031 9,214,575 0 9,214,575
in thousand EUR
NOTES 1
ST SEMESTER 2023
1
ST SEMESTER 2022
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF
THE PERIOD
3.4 385,486 140,742
Dividend income 16,746 6,287
Interest income 14,269 2,830
Interest expenses -586 -161
Acquisitions of current financial assets (deposits of more than
3 months)
0 -35,000
Disposals of current financial assets (deposits of more than 3
months)
0 0
Acquisitions of current financial assets (treasury investment
portfolio)
-145,800 -37,000
Disposals of current financial assets (treasury investment
portfolio)
0 309,177
Acquisitions of other current financial assets 0 -639
Disposals of other current financial assets 150 0
Other current receipts 6,690 3,523
Administrative expenses and miscellaneous -17,927 -42,345
Net taxes -7 -4
Cash flow from operating activities -126,465 206,668
Acquisitions of (in)tangible assets -119 -106
Disposals of (in)tangible assets 0 0
Disposals of consolidated companies 0 0
Investments in portfolio 3.1 -59,787 -46,621
Divestments from portfolio 3.1 & 3.10 96,749 20
Movements in other non-current assets 0 0
Cash flow from investing activities 36,843 -46,707
Acquisitions of treasury shares -9,997 -44,231
Disposals of treasury shares 1,140 2,595
Dividends paid 3.5 -108,027 -104,881
Movements in receivables from subsidiaries 66,843 -81,921
Movements in payables to subsidiaries -150,175 0
Receipts from financial liabilities 0 100,000
Repayments of financial liabilities 0 -100,000
Cash flow from financing activities -200,216 -228,438
CASH AND CASH EQUIVALENTS AT THE END OF THE
PERIOD
3.4 95,648 72,265

For Sofina, the primary revenue generator is the evolution of the NAV (a non-monetary item that appears in the income statement but not in the consolidated cash flow statement). In this context, cash flows related to portfolio investments and divestments, which are not revenue generators, are considered to be part of investing activities and not of operating activities.

It should be remembered that the management cash flow statement (in transparency) is available in point 2.1 of the Notes to the interim condensed consolidated financial statements.

The notes to the interim condensed consolidated financial statements are grouped in three sections, providing the following information:

    1. Statement of compliance and accounting policies includes the statement of compliance, accounting policies and significant changes.
    1. Key management information and segment reporting includes segment information and reconciliations to the financial statements as well as information on the portfolio in transparency (as if the group were applying the consolidation principles).
    1. Notes to the financial statements as an Investment Entity includes the notes to the interim condensed consolidated financial statements of Sofina as an Investment Entity.

Sofina SA is a public limited liability company incorporated under Belgian law, with its registered office at rue de l'Industrie, 31, 1040 Brussels.

The interim condensed consolidated financial statements of the Sofina group as at 30 June 2023 have been approved by the Board of Directors held on 5 September 2023, have been prepared in accordance with IFRS (International Financial Reporting Standards) as adopted in the European Union and have been prepared in accordance with IAS 34 - Interim Financial Reporting.

These interim condensed consolidated financial statements do not include all the information required for complete financial statements. Accordingly, they should be read in conjunction with the information provided in the Annual report containing the consolidated financial statements as at 31 December 2022.

The standards, amendments and interpretations published but not yet effective in 2023 have not been adopted in advance by the Sofina group (see point 3.17 below).

The valuation and consolidation principles, methods and techniques used in these interim condensed consolidated financial statements are identical to those applied by the Sofina group when preparing the consolidated financial statements for the year ended 31 December 2022.

A summary of the main accounting policies is presented in point 3.17 below.

IFRS 8 on operating segments requires Sofina to present segments on the basis of reports presented to management for the purpose of making decisions about resources to be allocated to each segment and assessing the performance of each segment.

Sofina SA is the parent company of the Sofina group. The investments in portfolio managed by the group are held by the parent company, Sofina SA, either by owning shares directly in portfolio investments or by investing in them through its investment subsidiaries. When preparing the financial statements as an Investment Entity, the fair value of the shares held directly at the parent company level (in portfolio investments or in investment subsidiaries) is recorded as an asset in the balance sheet. By contrast, segment management information (based on internal reporting) is prepared on the entire portfolio in transparency (i.e. on all portfolio investments wherever they are held in the Sofina group legal structure), and thus on the basis of the total fair value of each portfolio investment ultimately held in companies or in funds. The presentation of dividends or cash flows follows the same logic.

To reconcile the items related to the group's total portfolio with the financial statements, the information is presented as follows:

  • Total which represents the total of the investment portfolio (the total of the three investment styles covered by Sofina Direct and Sofina Private Funds) on the one hand and the items not allocated to the investment styles (i.e. expenses and income or other balance sheet items not monitored in a segmented way per investment style), whether they are recognised at the parent company level or in the Sofina SA subsidiaries, on the other;
  • Items for reconciliation with the financial statements which represent the adjustments necessary to reconcile the details per investment style (as used internally in the day-to-day management of the Sofina group) with the consolidated financial statements under Investment Entity status. These consist of reclassifications between both views of the portfolio (in transparency or not), as explained in point 2.3 below;
  • Financial statements which represent the consolidated financial statements under the Investment Entity status.

The presentation of the comprehensive income and the balance sheet is aggregated as it appears in the reports to management. Definitions of terms can be found in the Glossary at the end of this Half-year financial report.

Situation as at 30 June 2023

in thousand EUR
COMPREHENSIVE INCOME
(1ST SEMESTER 2023)
SOFINA
DIRECT
SOFINA
PRIVATE
FUNDS
TOTAL RECONCILING
ITEMS
FINANCIAL
STATEMENTS
Dividends 22,553 146 22,699 -10,963 11,736
Long-term minority investments 22,553
Sofina Growth 0
Net result of the investment portfolio 127,582 -115,910 11,672 -12,051 -379
Long-term minority investments 50,805
Sofina Growth 76,777
Management expenses -25,322 7,334 -17,988
Other 4 5,032 15,680 20,712
Total comprehensive income 14,081 0 14,081

BALANCE SHEET (30/06/2023) SOFINA DIRECT SOFINA PRIVATE FUNDS TOTAL RECONCILING ITEMS FINANCIAL STATEMENTS Investment portfolio 4,847,242 4,213,924 9,061,166 -558,489 8,502,677 Long-term minority investments 2,811,356 Sofina Growth 2,035,886 Net cash 122,704 -135,820 -13,116 Gross cash 818,598 -135,820 682,778 Financial liabilities -695,894 0 -695,894 (In)tangible fixed assets 10,491 -1,560 8,931 Other assets and liabilities 4 20,214 695,869 716,083 NAV 9,214,575 0 9,214,575

The management cash flow statement below provides cash flow information in transparency for all group subsidiaries.

in thousand EUR
MANAGEMENT CASH FLOW STATEMENT
(1ST SEMESTER 2023)
SOFINA
DIRECT
SOFINA
PRIVATE
FUNDS
TOTAL
GROSS
CASH
FINANCIAL
LIABILTIES
TOTAL
NET CASH
Net cash at the beginning of the period 928,558 -695,507 233,051
Dividends 5 15,956 146 16,102 16,102
Management expenses 6 -25,761 -25,761
Investments in portfolio -84,764 -158,981 -243,745 -243,745
Divestments from portfolio 123,754 116,119 239,873 239,873
Dividends paid -108,027 -108,027
Other items 11,598 -388 11,210
Repayment of financial liabilities 0 0 0
Net cash at the end of the period 818,598 -695,895 122,703

in thousand EUR

4. This includes the deferred tax liabilities (of EUR 2.17 million) for the temporary tax differences recognised by some investment subsidiaries between the carrying amount and the tax base of portfolio investments impacting their fair value recognised in Sofina SA's investment portfolio. Moreover, there are accumulated profits within Sofina Private Funds which could become taxable at a 25% tax rate in the theoretical scenario where the relevant investment subsidiaries holding such portfolio were to be liquidated and profit repatriated to Sofina SA, which will however not materialise in the current going-concern context. Depending on the theoretical scenarios considered (such as a sale or a liquidation of Sofina Private Funds), 0% to 60% of the Net Asset Value of the investment subsidiaries holding Sofina Private Funds could become taxable at 25%. However, this hypothetical tax has not been recognised because the trigger events are under the control of Sofina SA, and moreover not probable. Furthermore, the investment subsidiaries of Sofina SA do not recognise deferred tax assets for tax losses carried forward because their recovery is not considered probable. Here also, since there is no deferred tax asset recognised by the investment subsidiaries in this respect, their fair value is not impacted.

5. Difference compared with the dividends presented in the comprehensive income is mainly due to cut-offs between declaration and payment periods or to withholding taxes.

6. Difference compared with the management expenses presented in the comprehensive income is mainly due to the payment in the current period of accruals relating to bonus granted on the previous financial year.

in thousand EUR
INVESTMENT
PORTFOLIO
FAIR VALUE INVESTMENTS 7 DIVESTMENTS
AND REVENUES 7
MARKET FX FAIR VALUE
BRIDGE
(1ST SEMESTER
2023)
AT
31/12/2022
Cash Non
-
cash 9
Cash Non
cash 9
IMPACT IMPACT VALUE AT
30/06/2023
CREATION
% 8
Sofina Direct 4.759.857 83.489 67 -137.815 -8.559 172.934 -22.731 4.847.242 3%
Sofina Private Funds 4.302.404 154.350 425 -113.497 -13.848 -43.750 -72.160 4.213.924 -3%
Total Investment
portfolio
9.062.261 237.839 492 -251.312 -22.407 129.184 -94.891 9.061.166 0%

Situation as at 30 June 2022

in thousand EUR COMPREHENSIVE INCOME (1ST SEMESTER 2022) SOFINA DIRECT SOFINA PRIVATE FUNDS TOTAL RECONCILING ITEMS FINANCIAL STATEMENTS Dividends 23,014 6,069 29,083 -19,936 9,147 Long-term minority investments 22,892 Sofina Growth 122 Net result of the investment portfolio -1,126,304 -194,345 -1,320,649 5,558 -1,315,091 Long-term minority investments -730,980 Sofina Growth -395,324 Management expenses -38,159 13,052 -25,107 Other -6,323 1,326 -4,997 Total comprehensive income -1,336,048 0 -1,336,048

in thousand EUR
BALANCE SHEET (30/06/2022) SOFINA
DIRECT
SOFINA
PRIVATE
FUNDS
TOTAL RECONCILING
ITEMS
FINANCIAL
STATEMENTS
Investment portfolio 4,788,192 5,059,569 9,847,761 -730,378 9,117,383
Long-term minority investments 2,898,989
Sofina Growth 1,889,203
Net cash 124 -122,058 -121,934
Gross cash 695,237 -122,058 573,179
Financial liabilities -695,113 0 -695,113
(In)tangible fixed assets 10,258 -867 9,391
Other assets and liabilities 16,813 853,303 870,116
NAV 9,874,956 0 9,874,956
in thousand EUR
MANAGEMENT CASH FLOW
STATEMENT
(1ST SEMESTER 2022)
SOFINA
DIRECT
SOFINA
PRIVATE
FUNDS
TOTAL
GROSS
CASH
FINANCIAL
LIABILITIES
TOTAL
NET CASH
Net cash at the beginning of the period 1,048,549 -729,512 319,082
Dividends 10 15,880 6,069 21,949 21,949
Management expenses 11 -58,843 -58,843
Investments in portfolio -467,873 -275,889 -743,762 -743,762
Divestments from portfolio 348,513 265,883 614,396 614,396
Dividends paid -104,881 -104,881
Other items -47,216 -601 -47,817
Repayment of financial liabilities -35,000 35,000 0
Net cash at the end of the period 695,237 -695,113 124
  1. Net of intragroup transfers.

8. Fair value at the end of the period + Divestments and revenues of the period divided by Fair value at the beginning of the period + Investments of the period.

9. Mainly composed of escrows and cut-offs (i.e. differences when the realisation of a transaction and its cash impact occur in two different periods). 10. Difference compared with the dividends presented in the comprehensive income is mainly due to cut-offs between declaration and payment periods or to withholding taxes.

11. Difference compared with the management expenses presented in the comprehensive income is mainly due to the payment in the current period of the Long-Term Incentive Plan (LTIP) accrual of the previous year.

in thousand EUR
INVESTMENT
PORTFOLIO
FAIR DIVESTMENTS
INVESTMENTS 12
AND REVENUES 12
MARKET FX FAIR VALUE
BRIDGE
(1ST SEMESTER
2022)
VALUE AT
31/12/2021
Cash Non
-
cash 14
Cash Non
cash 14
IMPACT IMPACT VALUE AT
30/06/2022
CREATION
% 13
Sofina Direct 5,810,894 467,873 37,219 -364,393 -60,111 -1,236,554 133,265 4,788,192 -17%
Sofina Private
Funds
5,252,521 275,889 53,007 -271,952 -61,620 -598,454 410,178 5,059,569 -3%
Total Investment
portfolio
11,063,415 743,762 90,226 -636,345 -121,731 -1,835,008 543,442 9,847,761 -11%

Situation as at 31 December 2022

in thousand EUR
COMPREHENSIVE INCOME (2022) SOFINA
DIRECT
SOFINA
PRIVATE
FUNDS
TOTAL RECONCILIN
G ITEMS
FINANCIAL
STATEMENTS
Dividends 46,549 6,149 52,698 -4,560 48,138
Long-term minority investments 46,427
Sofina Growth 122
Net result of the investment portfolio -1,214,478 -613,388 -1,827,866 -50,185 -1,878,051
Long-term minority investments -835,315
Sofina Growth -379,163
Management expenses -73,433 28,167 -45,266
Other -20,468 26,578 6,110
Total comprehensive income -1,869,069 0 -1,869,069
in thousand EUR
BALANCE SHEET (31/12/2022) SOFINA
DIRECT
SOFINA
PRIVATE
FUNDS
TOTAL RECONCILING
ITEMS
FINANCIAL
STATEMENTS
Investment portfolio 4,759,857 4,302,404 9,062,261 -522,278 8,539,983
Long-term minority investments 2,797,444
Sofina Growth 1,962,413
Net cash 233,051 -109,636 123,415
Gross cash 928,558 -109,636 818,922
Financial liabilities -695,507 0 -695,507
(In)tangible fixes assets 9,773 -662 9,111
Other assets and liabilities 8,244 632,576 640,820
NAV 9,313,329 0 9,313,329
in thousand EUR
MANAGEMENT CASH FLOW STATEMENT
(2022)
SOFINA
DIRECT
SOFINA PRIVATE
FUNDS
TOTAL
GROSS
CASH
FINANCIAL
LIABILITIES
TOTAL
NET CASH
Net cash at the beginning of the year 1,048,594 -729,512 319,082
Dividends 15 46,630 6,148 52,778 52,778
Management expenses 16 -92,210 -92,210
Investments in portfolio -570,705 -442,685 -1,013,390 -1,013,390
Divestments from portfolio 399,408 774,564 1,173,972 1,173,972
Dividends paid -104,885 -104,885
Other items -101.301 -995 -102,296
Repayment of financial liabilities -35,000 35,000 0
Net cash at the end of the year 928,558 -695.507 233,051

12. Net of intragroup transfers.

13. Fair value at the end of the period + Divestments and revenues of the period divided by Fair value at the beginning of the period + Investments of the period.

14. Mainly composed of escrows and cut-offs (i.e. differences when the realisation of a transaction and its cash impact occur in two different periods) and roll-overs of investments.

15. Difference compared with the dividends presented in the comprehensive income is mainly due to cut-offs between declaration and payment periods or to withholding taxes.

16. Difference compared with the management expenses presented in the comprehensive income is mainly due to the payment in the current year of the Long-Term Incentive Plan (LTIP) accrual of the previous year.

in thousand EUR
INVESTMENT
PORTFOLIO
DIVESTMENTS
INVESTMENTS 17
FAIR
AND REVENUES 17
VALUE AT
Non
-
Non
31/12/2021
Cash
Cash
cash 19
cash 19
MARKET FX FAIR VALUE
BRIDGE
(2022)
IMPACT IMPACT VALUE AT
31/12/2022
CREATION
% 18
Sofina Direct 5,810,894 570,705 1,093 -446,038 -9,671 -1,188,487 21,361 4,759,857 -18%
Sofina Private
Funds
5,252,521 442,685 2,512 -780,713 -7,362 -889,333 282,094 4,302,404 -11%
Total Investment
portfolio
11,063,415 1,013,390 3,605 -1,226,751 -17,033 -2,077,820 303,455 9,062,261 -15%

17. Net of intragroup transfers.

18. Fair value at the end of the year + Divestments and revenues of the year divided by Fair value at the beginning of the year + Investments in the

year. 19. Mainly composed of escrows and cut-offs (i.e. differences when the realisation of a transaction and its cash impact occur in two different financial years).

The main movements in acquisitions and disposals relating to the Sofina Direct portfolio in the first half of 2023 (with a fair value in excess of EUR 10 million) concern the following financial assets:

CORPORATE RIGHTS
% OWNERSHIP
INVESTED 20
% OWNERSHIP
SOLD 20
BA-K1 (Too Good To Go) 89.24%
Biobest Group 7.28%
Drylock Technologies 2.91%
Biotech Dental 24,75%
Appalachian Mountains (Aohua) 0.00%

The main net movements of more than EUR 10 million at 30 June 2023 relating to the Sofina Private Funds' portfolio concern investments in Sequoia and partial disposals of Iconiq funds.

The main Sofina Direct level 1 21 investments (with a fair value in excess of EUR 10 million) held by the Sofina group as at 30 June 2023 are as follows:

YEAR OF THE CORPORATE RIGHTS HELD FAIR VALUE
ST
1
INVESTMENT
NUMBER OF
SHARES
%
OWNERSHIP
(IN
THOUSAND
EUR)
bioMérieux 2009 2,282,513 1.93% 219,395
The Hut Group (THG) 2016 115,542,400 8.29% 109,716
GL events 2012 4,768,057 15.90% 94,121
Luxempart 1992 1,257,500 6.07% 91,798
Colruyt Group 1975 2,332,064 1.74% 79,640
SCR - Sibelco 2005 6,968 1.48% 32,471
IHS Holding 2014 1,465,816 0.44% 13,193

The main Sofina Direct level 2 and level 3 21 investments (with a fair value in excess of EUR 10 million) held by the Sofina group as at 30 June 2023 are as follows:

YEAR OF THE 1ST CORPORATE RIGHTS HELD
INVESTMENT NUMBER OF
SHARES
% OWNERSHIP
B9 Beverages (Bira 91) 2018 3,784,140 6.60%
Biobest Group 2022 116,365 10.63%
Birdie Care Services 2022 3,924,379 15.46%
Cambridge Associates 2018 24,242 23.64%
Carebridge Holdings 2016 15,347,479 4.11%
Cleo AI 2022 4,237,499 12.77%
CoachHub 2022 15,089 9.32%
Collibra 2020 6,936,516 2.91%
Dreamplug Technologies (Cred) 2021 57,596 1.95%
Drylock Technologies 2019 169,782,750 25.00%
emTransit (Dott) 2021 10,143,368 20.25%
Everdrop 2022 5,669 10.11%
Grand Rounds (Included Health) 2018 11,358,956 1.86%
Grasper Global (Skillmatics) 2022 379,198 10.34%
Green Agrevolution (DeHaat) 2021 479,611 12.08%
Groupe Petit Forestier 2007 1,244,172 42.82%
Hector Beverages 2015 3,576,234 18.11%
Honasa Consumer (Mamaearth) 2021 3,304,434 9.49%
IHS Holding 2014 2,001,758 0.60%
K12 Techno Services 2020 3,463,319 19.65%
Labster Group 2022 2,870,989 4.47%
M.Chapoutier 2007 3,124 14.20%
MedGenome 2017 7,842,600 16.73%
Mérieux NutriSciences 2014 43,278 15.45%
Moody E-Commerce Group 2021 95,610 3.63%
  1. Changes in undiluted ownership percentage as at 30 June 2023 due to new acquisitions and disposals of the period.

  2. For the definitions of levels, see point 2.3 below.

MXP Prime Platform (SellerX) 2021 6,604 7.89%
Nuxe International 2019 193,261,167 49.00%
Oviva 2021 101,207 11.44%
PETKIT Technology 2021 10,746,355 5.06%
Pine Labs 2015 147,582 1.88%
Rohlik 2022 48,776 8.73%
Salto Systems 2020 22,293 12.17%
Tessian 2021 3,637,815 4.69%
Think & Learn (Byju's) 2016 230,902 5.14%
ThoughtSpot 2017 3,263,785 2.74%
Twin Health 2021 1,394,322 2.87%
Typeform 2022 69,208 6.93%
Veepee 2016 3,756,786 5.56%
Ver Se Innovation 2019 415,952 7.16%
Vinted 2019 2,875,747 3.00%
Vizgen 2022 1,312,818 4.79%
ZenCore (Cayman) (ZhenGe) 2021 6,438,337 3.86%

The main Sofina Direct level 2 and level 3 22 investments (with a fair value in excess of EUR 10 million) held through syndication vehiclesgathering part of the shareholder base as at 30 June 2023 are as follows:

YEAR OF CORPORATE RIGHTS
HELD
ESTIMATED
ECONOMIC
THE 1ST
INVEST
MENT
NUMBER
OF
SHARES
%
OWNERSHIP
INTEREST IN
THE
UNDERLYING
INVESTMENT
Aevum Investments (Xinyu) 2018 - 100.00% 4.90%
Appalachian Mountains (Aohua) 2018 13,000 46.43% 4.05%
Atlantic Foods Labs Co-Invest II (Getir) 2021 - 47.62% 0.20%
Atlantic Foods Labs Co-Invest III (Getir) 2021 - 77.71%
BA-K1 (Too Good To Go) 2023 1,667 89.24% 1.51%
Ergon opseo Long Term Value Fund (opseo) 2016 - 8.82% 7.41%
GoldIron (First Eagle) 2016 21,721 70.68% 3.97%
Iconiq Strategic Partners III Co-Invest (Series
RV)
2018 - 7.15% 0.26%
Kedaara Norfolk Holdings (Lenskart) 2019 158,355 50.00% 0.99%
Lernen Midco 1 (Cognita) 2019 252,517,8
93
15.55% 13.76%
M.M.C. (Chapoutier) 2007 15,256 19.83% 15.33%
MxBEE (Biobest Group) 2022 7,820,09
3
26.64% 1.97%
Polygone (GL events) 2012 221,076 20.96% 11.86%
SC China Co-Investment 2016-A (ByteDance) 2016 - 41.67% 0.18%
TA Action Holdings (ACT) 2016 - 44.44% 3.65%
TA Vogue Holdings (TCNS) 2016 - 48.72% 7.62%

The main General Partners that manage investment funds on our behalf, whose value individually exceeds EUR 10 million as at 30 June 2023 are Alpha JWC, Andreessen Horowitz, Archipelago, Atlantic Labs, Atomico, Bain, Battery; Bessemer, Bling, Blossom, Bond, Chryscapital, Crescent Point, DST, Everstone, Falcon House, Felix, Formation 8, Founders Fund, Foundry, Francisco, General Atlantic, Genesis, GGV, Highland, Iconiq, Insight, Institutional Venture Partners, InvAscent, Isola, Kedaara, Kleiner Perkins, Lightspeed, Local Globe, Lux Capital, Lyfe, Multiples, New Enterprise Associates, Northzone, OpenView, Qiming, Redpoint, Sequoia, Social+Capital, Sofindev, Source Code, Spark, Summit, TA Associates, TAEL, Thoma Bravo, Thrive, Tiger Global, Trustbridge and Venrock.

22. For the definition of levels, see point 2.3 below.

Main valuation rules for the investment portfolio

The Sofina group uses a fair value hierarchy that reflects the significance of the data used for valuation purposes:

  • Level 1 Assets valued under level 1 are valued at the market price at the closing date;
  • Level 2 Assets valued under level 2 are valued based on observable data such as the market price of the main asset held by the company;
  • Level 3 Assets valued under level 3 are valued at fair value using principles derived from the International Private Equity and Venture Capital Valuation Guidelines ("IPEV" Valuation Guidelines of December 2022).

Unlisted securities are valued at each reporting date using a commonly accepted valuation method in these IPEV Valuation Guidelines, or at net asset value.

The different valuation methods are detailed in the table on the methods applied in accordance with IFRS 13 to determine the fair value of unlisted level 3 assets of the investment portfolio in transparency (Long-term minority investments, Sofina Growth and Sofina Private Funds).

Note that the IPEV Valuation Guidelines no longer consider the recent transaction price as a default valuation technique but rather a starting point for estimating fair value. The recent transaction price as a valuation technique is therefore only used when the recent transaction is sufficiently close to the balance sheet closing date (and meets the market and market participant criteria). It should also be noted that the context of the transaction is analysed and could therefore consider not only the primary components of a transaction but also the secondary components of the same transaction (e.g., retaining a blended price instead of the primary round price only).

The principle of calibration, which consists of testing or calibrating the valuation techniques to be used at subsequent valuation dates, using valuation parameters derived from the initial or most recent transaction, is applied as appropriate to all our valuations of unlisted investments (Long-term minority investments and Sofina Growth), provided that the price of the initial or most recent transaction is representative of the fair value at the time of the transaction and can be calibrated. The calibration makes it possible to derive from the entry price the discount or the premium against the group of comparable companies by comparing the rate of return expected by Sofina with the theoretical cost of capital for a given investment in the context of the implementation of the discounted cash flow method. The calibration also makes it possible to determine, directly at the transaction date, the discount or the premium against the group of comparable companies in the context of the implementation of the market multiples method. This technique explains the wide range of discounts, costs of capital or discount factors, as these are the result of the calibration.

This being said, Sofina may have to change the valuation technique depending on the circumstances from one valuation exercise to another (e.g. due to a new type of data available, a new recent transaction), with the objective of maximising the use of observable data and minimising the use of non-observable data.

In this respect, the following table provides information on the methods applied in accordance with IFRS 13 – Fair Value Measurement – to determine the fair value of unlisted level 3 assets.

It should also be noted that Sofina uses the option pricing method (OPM) to allocate the estimated equity fair value to various classes of equity shares considering their rights and preferences (if applicable). This allocation approach may significantly reduce the valuation of earlier equity rounds with reduced rights and preferences compared to the latest round.

The current economic crisis increases the uncertainty of the future performance of the investments held by Sofina. These uncertainties regarding the performance of these investments lead to a higher degree of subjectivity in the determination of level 3 fair values in the IFRS 13 hierarchy. This has prompted Sofina to be more vigilant in the application of its valuation methods. The following are especially worth mentioning:

  • Particular vigilance regarding the consistency between the estimates of the portfolio companies and the use of these estimates compared to the use of the multiples of comparable companies;
  • Particular vigilance regarding the validation of the most recent transaction by ensuring that this recent transaction takes into account the current context of the economic crisis (while respecting the other validation criteria of the most recent transaction such as being sufficiently close to the closing date) as well as ensuring that the context of the recent transaction is properly understood by considering both primary and secondary components (if applicable);
  • Particular vigilance regarding the financial situation of the portfolio companies (e.g., cash burn estimates).

We also took into account the IPEV Board Special Valuation Guidance of December 2022.

It should be noted that Sofina has engaged Kroll, an independent valuation firm, to assist in the valuation of the unlisted investments by the Sofina Direct portfolio. The assistance provided by Kroll does not, therefore, cover Sofina Private Funds. All these unlisted investments (the "Investments"), covered by Kroll's assistance, represent 46% of the fair value of the portfolio in transparency, as illustrated below 23 .

FAIR VALUE HIERARCHY LONG-TERM
MINORITY
INVESTMENTS
SOFINA GROWTH SOFINA PRIVATE
FUNDS
% OF KROLL
COVERAGE ON
TOTAL LEVEL
Level 1 Not covered Not covered Not applicable 0%
Level 2 Covered Covered Not applicable 100%
Level 3 Covered Covered Not covered 50%
Total portfolio in
transparency
46%

This assistance included various limited procedures that Sofina identified and requested Kroll to perform. In connection with and as a result of these limited procedures 24, Kroll concluded that the fair value of the "Investments", as determined by Sofina, was reasonable.

Sofina Private Funds' investments in venture and growth capital funds are valued on the basis of the latest reports obtained from the General Partners of these investment funds until mid-August and their valuation is therefore based either on a report as at 30 June 2023 or on a report as of 31 March 2023. The values of the reports as at 31 March 2023 are adjusted to take into account (i) capital calls and distributions that have occurred since the date of issuance of the last report, (ii) changes in the stock market prices of the listed companies held by these funds and (iii) significant events that have occurred since this last valuation date and the closing date of 30 June 2023. The values as at 30 June 2023 are not adjusted as they reflect the fair value at the closing date. Finally, the values retained are converted into euro using the closing exchange rate. As the case may be, the funds for which a purchase and sale agreement was signed as at the date of this Half-year financial report are valued in accordance with the terms of the purchase and sale agreement. As at 30 June 2023, more than 72% of the Sofina Private Funds fair value is based either on reports as at 30 June 2023 or valuations based on market prices or transaction prices.

23. Covered: covered by Kroll's assistance; Not covered: not covered by Kroll's assistance; Not applicable: no value present at this level in the relevant investment style.

24. Limited procedures are not an audit, review, compilation or other form of examination or certification in accordance with generally accepted auditing standards. In addition, the limited procedures were not performed in anticipation of or in connection with any investment made or contemplated by Sofina. Accordingly, any party contemplating an investment in these "Investments" or any party contemplating an investment directly in the capital of Sofina should not consider the performance of these limited procedures by Kroll to be sufficient in light of the aforementioned investments. The results of Kroll's analysis should not be construed as a fairness opinion on any transaction or as a statement of creditworthiness. The limited procedures performed by Kroll are in addition to the procedures that Sofina is required to perform to estimate the fair value of the "Investments". The result of the analyses conducted by Kroll was taken into account by Sofina in its assessment of the fair value of the "Investments".

Methods applied in accordance with IFRS 13 to determine the fair value of unlisted level 3 assets in the investment portfolio in transparency

VALUATION
TECHNIQUE
USE OF THE TECHNIQUE SIGNIFICANT
UNOBSERVABLE
DATA
LINKS BETWEEN
UNOBSERVABLE DATA
AND FAIR VALUE
Price of the most
recent investment
(PORI)
Whenever a recent and significant transaction has taken place
for the investment at the balance sheet date and provided that
the transaction meets the market and market participant
criteria.
Note that the IPEV Valuation Guidelines no longer consider the
recent transaction price as a default valuation technique but
rather as a starting point for estimating fair value. Therefore,
the recent transaction price as a valuation technique is only
used when the recent transaction is sufficiently close to the
closing date (and meets the market and market participant
criteria).
Funds for which a purchase and sale agreement was signed as
at the date of this Half-year financial report, are valued at the
terms of the purchase and sale agreement and are hence
considered as part of this valuation technique.
The fair value of
the most recent
transaction is
considered
unobservable
data.
As the unobservable data
increases, the fair value
increases.
Discounted Cash
Flow model
Applied for mature companies or for companies where
sufficient information is available.
This method consists in discounting future expected cash
Cost of capital
from calibration.
The higher the cost of
capital, the lower the fair
value.
flows. Terminal value
based on a long
term growth rate.
Terminal value
based on an exit
The higher the long-term
growth rate, the higher
the fair value.
The higher the exit
multiple, the higher the
multiple. fair value.
Market multiples
- sales or EBITDA
or earnings
multiples or a mix
of sales or EBITDA
multiples (based
on comparable
listed companies)
In the absence of a recent transaction on the investment at the
closing date and when the Discounted Cash Flow model is not
applied.
The calibration principle is used to determine the discount to
the group of comparable listed companies.
Discount 25
resulting from the
calibration
against the group
of comparable
companies.
The higher the discount,
the lower the fair value.
Probability
Weighted
Expected Returns
Start-ups or "early stage" companies or certain companies for
which significantly different scenarios remain possible, when
other methods cannot be applied (recent transaction,
Model or Scenario
Discounted Cash Flow model, market multiples), are valued
Methods (PWERM)
according to scenarios.
Such companies are valued on the basis of different possible
future scenarios (probability–weighted fair value of future
outcomes).
The higher the discount
factor, the lower the fair
value.
The higher the weight of
the pessimistic scenario,
the lower the fair value.
Exit value based
on an exit
multiple.
The higher the exit
multiple, the higher the
fair value.
Milestones
approach
This valuation method is applied to start-ups or "early-stage"
companies or companies for which important milestones must
be achieved and when other methods (i.e. recent transaction,
discounted cash flow model, market multiples and PWERM)
are not applicable.
Such companies are valued using the milestone approach. This
method consists in assessing whether there is an indication of
change in fair value based on a consideration of one or more
milestones. One or several key milestones are commonly
established in function of the stage of development of the
company. Milestones can for example include financial
measures, technical measures and marketing and sales
measures.
Discount applied
per level
according to the
predefined
milestones.
A discount is applied per
milestone. If a milestone is
achieved, the more the
unobservable data
increases or decreases,
the more the fair value
increases or decreases. If
the first milestone is not
achieved, the more the
unobservable data
decreases, the more the
fair value decreases.
Revalued net
assets recognised
at fair value
This valuation method is based on the latest available
statements from the General Partners.
This method consists in using the reported net assets value of
a fund interest which is adjusted for (i) the capital calls and
distributions that took place after the last statement received
and the measurement date, (ii) the evolution of the listed
companies held by the funds and (iii) any other significant
events. The underlying investments of the fund must be
reported at fair value.
Fair value based
on General
Partners' reports
is considered
unobservable
data.
As the unobservable data
increases, the fair value
increases.
Other methods In exceptional cases, another methodology is considered to
better reflect the fair value of the investment or a portion of
the investment (e.g. an appraisal report on the value of land or
property).
Fair value based
on expert reports
is considered
unobservable
data.
As the unobservable data
increases, the fair value
increases.

25. In some cases, a premium is applied against the group of comparable companies, also based on the calibration principle. In some exceptional cases, the discount is estimated on the basis of methods other than calibration.

Method applied to allocate the estimated equity fair value to various classes of equity shares considering their respective rights and preferences

VALUATION
TECHNIQUE
USE OF THE TECHNIQUE SIGNIFICANT
UNOBSERVABLE
DATA
LINKS BETWEEN
UNOBSERVABLE DATA
AND FAIR VALUE
Option pricing
model (OPM)
Applied for companies where rights and preferences may
differ significantly between the classes of shares. Applied
when applicable and relevant (e.g. different rights and
preferences exist per class of shares and market participant
would consider those rights and preferences).
Volatility An increase of the
volatility can either
increase or decrease the
fair value depending on
the classes of shares
held.
Time to expiration
(e.g. time of exit or
liquidity event)
An increase of the time
to expiration can either
increase or decrease the
fair value depending on
the classes of shares
held.
Interest rate in local
currency
An increase of the
interest rate can either
increase or decrease the
fair value depending on
the classes of shares
held.
in thousand EUR
TOTAL AS AT
30/06/2023
LEVEL 1 LEVEL 2 LEVEL 3
Investment portfolio 26 9,061,166 658,546 55,556 8,347,254
Sofina Direct 4,847,242 658,546 55,556 4,133,140
Long-term minority investments 2,811,356 635,172 0 2,176,184
Sofina Growth 2,035,886 23,374 55,556 1,956,956
Sofina Private Funds 4,213,924 0 0 4,213,924
TOTAL AS AT
31/12/2022
LEVEL 1 LEVEL 2 LEVEL 3
Investment portfolio 9,062,261 559,699 84,419 8,418,144
Sofina Direct 4,759,857 559,699 84,419 4,115,739
Long-term minority investments 2,797,444 545,544 0 2,251,900
Sofina Growth 1,962,413 14,155 84,419 1,863,839
Sofina Private Funds 4,302,404 0 0 4,302,404

The underlying portfolio of the funds held in Sofina Private Funds is composed of listed and unlisted assets. The listed assets fair value 27 is estimated at EUR 497,275 thousand as at 30 June 2023 and at EUR 489,644 thousand as at 31 December 2022.

During the period, a part of our investment in IHS Holding has been transferred from level 2 to level 1.

Sensitivity analysis of level 3

Level 3 consists of unlisted securities subject to price risk, but this risk is mitigated by the wide variety of investments made by the Sofina group. The objective of long-term value creation pursued by the Sofina group contributes towards mitigating this risk.

In the case of investments in venture and growth capital funds of Sofina Private Funds, the General Partners may decide more quickly to modify a negative spread. Market risk may also have an indirect impact on unlisted securities compared to securities listed on stock markets.

Moreover, liquidity risk has a greater impact on unlisted securities than on listed securities, which can make their value difficult to estimate. This risk may have an impact on the holding period of unlisted securities as well as on the exit price. It is difficult to quantify the influence of these risks on unlisted securities in level 3.

26. Information on the investment portfolio in the balance sheet as at 30 June 2023 can be found under point 2.1 above.

27. Estimated fair value based on available information provided by the General Partners.

Sensitivity analysis for the level 3 investment portfolio in transparency as at 30 June 2023

in million EUR
VALUATION
TECHNIQUE
FAIR
VALUE
OPM
APP
LIED?
UNOBSERVABLE DATA
(WEIGHTED AVERAGE)
SENSI
TIVITY
IMPACT
VALUE
SENSI
TIVITY
IMPACT
VALUE
Price of the most
recent investment
(PORI)
4 No The fair value of the most
recent transaction is
considered to be
unobservable data
+10% 0 -10% -0
Cost of capital from
calibration between 7.2% and
18.3% (11.9%)
+10% -262 -10% 332
Discounted Cash
Flow model
1,814 No Perpetual growth rate of 2.5%
and 3.5% (3.1%)
+10% 67 -10% -65
Output multiple between 5.3x
and 19.2x (12.8x)
+10% 155 -10% -130
No Median peers revenue
multiple between 0.5x and
13.2x (3.7x)
+10% 108 -10% -108
Median peers gross profit
multiple between 6.2x and
6.2x (6.2x)
+10% 1 -10% -1
Market multiples 1,339 Median peers EBITDA
multiple between 9.0x and
13.8x (11.3x)
+10% 59 -10% -57
Median peers net income
multiple between 2,0x and
17,0x (9.5x)
+10% 72 -10% -72
Discount resulting from
calibration between 6.7% and
50.9% 28 (21%)
+10% 39 -10% -40
Median peers revenue
multiple between 0.9x and
13.6x (9.4x)
+10% 172 -10% -180
Median peers gross profit
multiple between 6.6x and
11.4x (8.4x)
+10% 6 -10% -6
818 Yes Discount resulting from
calibration between 15.3% and
57.6% 29 (33.3%)
+10% 22 -10% -22
Volatility between 21.9% and
85.5% (44.6%)
+10% -87 -10% 87
Time to expiration between
0.5 years and 7.5 years (3.7
years)
+10% -70 -10% 74
Interest rate between 1.1% and
7.1% (4.4%)
+10% -22 -10% 22
Revalued net assets
recognised at fair
value 30
4,274 No The fair value based on
General Partners' reports is
considered to be
unobservable data
+10% 428 -10% -428
Milestone approach 6 No Discount of 20% per level
(20%)
Upper
level 31
1 Lower
level
-1
Other methods 92 No Fair value is considered to be
unobservable data
+10% 9 -10% -9
Total level 3 (in
transparency)
8,347
Reconciling items -273
Total level 3
(financial
statements)
8,074

The reconciling items between the presentation in transparency and the balance sheet presentation are detailed, at all levels, in point 2.1 above.

28. In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 12.3% to 793.1% (weighted average of 284.2%). In certain exceptional cases, the discount is estimated on the basis of methods other than calibration.

29. In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 1.5% to 882.4% (weighted average of 173.5%). In certain exceptional cases, the discount is estimated on the basis of methods other than calibration. 30. Mainly concerns the portfolio of Sofina Private Funds and to a limited extent investments by Sofina Growth.

31. No upper level was reached.

Sensitivity analysis for the level 3 investment portfolio in transparency as at 31 December 2022

in million EUR
VALUATION
TECHNIQUE
FAIR
VALUE
OPM
APP
LIED?
UNOBSERVABLE DATA
(WEIGHTED AVERAGE)
SENSI
TIVITY
IMPACT
VALUE
SENS
ITIVITY
IMPACT
VALUE
Price of the most recent
investment (PORI)
116 No The fair value of the most
recent transaction is
considered to be
unobservable data
+10% 12 -10% -12
Cost of capital from
calibration between 6.95%
and 17.7% (11.9%)
+10% -270 -10% 343
Discounted Cash Flow
model
1,699 No Perpetual growth rate of
2.5% and 4.0% (3.1%)
+10% 48 -10% -44
Output multiple between
6.5x and 17.91x (13.07x)
+10% 126 -10% -126
No Median peers multiple
between 0.9x and 17.2x
(5.1x)
+10% 118 -10% -118
Market multiples 1.377 Discount resulting from
calibration between 0.2%
and 58% 32 (12.7%)
+10% -39 -10% 39
771 Yes Median peers multiple
between 0.5x and 22.3x
(6.6x)
+10% 48 -10% -47
Discount resulting from
calibration between 15%
and 58%33 (35.6%)
+10% -30 -10% 29
Volatility between 27% and
70% (44.3%)
+10% -7 -10% 6
Time to expiration
between 1.0 years and 8.0
years (4.2 years)
+10% -7 -10% 7
Interest rate between 1.3%
and 7.2% (4.5%)
+10% -4 -10% 4
Revalued net assets
recognised at fair value
34
4,348 No The fair value based on
General Partners' reports is
considered to be
unobservable data
+10% 435 -10% -435
Milestone approach 9 No Discount of 20% per level
(20%)
Upper
level 35
0 Lower
level
-2
Other methods 98 No Fair value is considered to
be unobservable data
+10% 10 -10% -10
Total level 3
(in transparency)
8,418
Reconciling items -267
Total level 3
(financial statements)
8,151

The reconciling items between the transparency presentation and the balance sheet presentation are detailed, at all levels, in point 2.1 above.

32. In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 1.7% to 1,043% (weighted average of 319%). In certain exceptional cases, the discount is estimated based on methods other than calibration.

33. In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 4% to 967% (weighted average of 282.4%). In certain exceptional cases, the discount is estimated based on methods other than calibration. 34. Mainly concerns the portfolio of Sofina Private Funds and to a limited extent investments by Sofina Growth.

35. No upper level was reached.

Foreign exchange risk

The investment portfolio is subjected, among other things, to foreign exchange risk. The main foreign exchange risk relates to assets denominated in US dollars, British pounds and Indian rupees. For information purposes, a 10% increase or decrease in the exchange rate of these three currencies as at 30 June 2023 would result in a variation in the fair value of the portfolio as shown in the table below:

in million EUR
USD GBP INR
Exchange rate sensitivity -10% 0% +10% -10% 0% +10% -10% 0% +10%
Fair value 6.027 5.425 4.932 548 493 448 727 654 595
Impact on revenue 602 0 -493 55 0 -45 73 0 -59

Price risk

Price risk is defined as the risk that unfavourable changes in stock prices impact Sofina's portfolio. Sofina is exposed to market fluctuations in its portfolio.

The risk analysis of level 1 and level 2 investments is shown below. A variation interval of -10% and +10% has been applied to the valuation as at 30 June 2023. This variance influences the result.

In million EUR
LEVEL 1 LEVEL 2
Stock price sensitivity -10% 0% +10% -10% 0% +10%
Fair value 593 659 724 50 56 60
Impact on revenue -66 0 66 -6 0 6

Interest rate risk and liquidity risk

The interest rate risk is the risk that the interest flow on the financial debt and the gross cash flow may be adversely affected by an unfavourable change in interest rates. In the case at hand, the risk is limited as the financial liabilities are mainly at fixed rates. Moreover, Sofina's net cash position is positive. However, Sofina has commitments to disburse funds in relation to the Sofina Private Funds investments. Considering its positive Net cash position, the existence of bank credit lines (unused – please refer to point 3.13), the investments in shares listed on liquid markets and therefore easily realisable (in the Long-term minority investments and Sofina Private Funds portfolios), and if need be the ability to transact on the secondary market for Sofina Private Funds, the liquidity risk faced by Sofina is extremely moderate.

In million EUR
SOFINA PRIVATE FUNDS'
RESIDUAL COMMITMENT BRIDGE
30/06/2023 31/12/2022
Beginning of the period 1,336 976
New commitments 126 810
Investments -154 -445
Other 36 5 -86
FX impact -23 81
End of the period 37 1,290 1,336

Credit risk

The credit risk is the counterparty risk on gross cash. It is limited a priori by the choice of reputable financial institutions.

36. Others mainly comprises recallable distributions, disposals and termination of funds with residual uncalled commitments.

37. Additional residual commitments in relation to Sofina Direct investments of EUR 46 million as at 30 June 2023 and of EUR 7 million as at 31

December 2022 bring the total uncalled commitments to EUR 1,336 million and EUR 1,343 million respectively.

Concentration risk

The 10 largest investments of Sofina Direct represent 27% of the fair value of the fair value of the portfolio in transparency 38:

1 SC China Co-Investment 2016-A (ByteDance)
2 Groupe Petit Forestier
3 Lernen Midco 1 (Cognita)
4 Cambridge Associates
5 Drylock Technologies
6 Nuxe International
7 bioMérieux
8 Ver Se Innovation
9 Mérieux NutriSciences
10 Salto Systems

It should be noted that:

  • the 5 largest investments of Sofina Direct represent more than 15% but less than 20% of the total portfolio in transparency 39 .
  • the 7 largest investments of Sofina Direct represent more than 20% of the total portfolio in transparency 39 .
  • ByteDance, a global internet and technology company active in more than 150 countries, is the sole holding representing more than 5% of the fair value of the portfolio in transparency (when considering our combined holdings through Sofina Direct and Sofina Private Funds) 40 .

Sofina values its holding in SC China Co-Investment 2016-A (i.e. the vehicle holding Sofina direct's investment in ByteDance) on the basis of the market multiples valuation method with an illiquidity discount. Its holding in ByteDance at Sofina Private Funds level is valued on the basis of the valuation provided by the General Partners of the relevant funds.

The level 3 investments in the top 10 are valued according to the Discounted Cash Flow model, market multiples or the last recent transaction method as described in section 2.3 above.

The 10 largest General Partners of Sofina Private Funds represent 24% of the fair value of the portfolio in transparency 41 :

1 Sequoia Capital (US, China & India)
2 Lightspeed
3 Insight Partners
4 Battery Ventures
5 Iconiq Capital
6 Thoma Bravo
7 TA Associates
8 Andreessen Horowitz
9 Spark Capital
10 Venrock

Since the funds themselves are invested in a large number of companies, there is no concentration risk.

38. Listed in decreasing order of fair value as at 30 June 2023 (portfolio in transparency). The ranking of our Sofina Direct investments does not take into consideration indirect exposures on these entities, held through some funds of Sofina Private Funds.

39. Largest investments in terms of representation in the fair value of the portfolio in transparency. Listed in decreasing order of fair value at 30 June 2023 (portfolio in transparency). The ranking of our Sofina Direct investments does not take into consideration indirect holdings in these entities through certain partnerships of Sofina Private Funds.

40. The holding in ByteDance through Sofina Private Funds is an estimate based on the information contained in the reports of the General Partners made available to us at the date of this Half-year financial report.

41. Largest General Partners in terms of estimated representation of their funds in the fair value of Sofina's portfolio in transparency. Listed in decreasing order of fair value at 30 June 2023.

War in Ukraine

As per ESMA's recommendation of 14 March 2022 Public Statement of 13 May 2022 on Implications of Russia's invasion of Ukraine on half-yearly financial reports, and Public Statement of 28 October 2022 on the European common enforcement priorities for 2022 annual financial reports, Sofina can confirm that it has very limited specific exposure to the Ukraine crisis, which has had no material direct impact on its activities. The group is not impacted by the economic sanctions enforced by the European Union. Sofina Direct portfolio companies with notable operations or exposure in Ukraine or Russia represent 3% of total portfolio fair value in transparency as at 30 June 2023. Sofina Private Funds is marginally exposed to underlying companies with some presence in Ukraine or in Russia which are estimated to represent a small proportion of total number of companies in the underlying portfolio. General Partners have investigated their potential Russian ties including tracing Russian money in their investors base and they have not reported any significant issue in this respect. The main potential economic consequences of the Ukraine crisis on the portfolio are not specific in nature as they relate to its impact on raw material prices including energy, potential supply chain disruptions, concerns about an increasing risk of cyberattacks and more generally, the macro-economic impact on GDP growth, inflation and interest rates. A large number of portfolio companies and General Partners and their employees are engaged in a variety of initiatives to support Ukraine in line with that which Sofina has been doing.

in million EUR
30/06/2023 31/12/2022
GEOGRAPHIC REGION PORTFOLIO FAIR
VALUE
RESIDUAL
COMMITMENTS 43
PORTFOLIO FAIR
VALUE
RESIDUAL
COMMITMENTS
Sofina Direct
North America 553 11% 2 4% 516 11% 2 35%
Western Europe 2,828 58% 43 94% 2,610 55% 4 52%
Asia 1,436 30% 1 2% 1,616 34% 1 13%
Other 30 1% 0 0% 18 0% 0 0%
Total Sofina Direct 4,847 100% 46 100% 4,760 100% 7 100%
Sofina Private Funds
North America 2,635 62% 736 57% 2,711 63% 778 58%
Western Europe 408 10% 179 14% 407 9% 191 14%
Asia 1,171 28% 375 29% 1,184 28% 367 28%
Total Sofina Private Funds 4,214 100% 1,290 100% 4,302 100% 1,336 100%
TOTAL SOFINA DIRECT AND
SOFIA PRIVATE FUNDS
North America 3,188 35% 738 55% 3,227 36% 780 58%
Western Europe 3,236 36% 222 17% 3,017 33% 195 15%
Asia 2,607 29% 376 28% 2,800 31% 368 27%
Other 30 0% 0 0% 18 0% 0 0%
TOTAL OF THE PORTFOLIO 44 9,061 100% 1,336 100% 9,062 100% 1,343 100%

Breakdown of portfolio by geographic region 42

Breakdown of Sofina Direct by sector

The table below shows the sectoral breakdown of Sofina Direct as at 30 June 2023 and as at 31 December 2022 44

in million EUR
30/06/2023 31/12/2022
SECTOR PORTFOLIO FAIR VALUE PORTFOLIO FAIR VALUE
Consumer and retail 1,595 33% 1,329 28%
Digital transformation 1,087 22% 987 21%
Education 537 11% 714 15%
Healthcare and life sciences 613 13% 740 15%
Other 1,015 21% 990 21%
Total 4,847 100% 4,760 100%

42. Based on the portfolio in transparency considering the country of the main or historical headquarters of the investments.

43. These amounts come mainly from subscriptions to investments by Sofina Private Funds amounting to EUR 1,290 million (see point 3.13 below). These commitments are subscribed by Sofina SA or by its investment subsidiaries (seen in transparency).

44. Based on the fair value of the Sofina group's investments as at 30 June 2023 and as at 31 December 2022 (portfolio in transparency – see point 2.4 above).

Breakdown of Sofina Private Funds by strategy

in million EUR
30/06/2023 31/12/2022
STRATEGY PORTFOLIO FAIR
VALUE
RESIDUAL
PORTFOLIO
COMMITMENTS 45
FAIR VALUE
RESIDUAL
COMMITMENTS
Venture capital 2,969 71% 784 61% 3,075 72% 830 62%
Growth equity 1,015 24% 431 33% 1,002 23% 422 32%
LBO 222 5% 63 5% 216 5% 72 13%
Other 8 0% 12 1% 9 0% 12 1%
Total 46 4,214 100% 1,290 100% 4,302 100% 1,336 100%

Breakdown of Sofina Private Funds by vintage in transparency

in million EUR
30/06/2023 31/12/2022
VINTAGE PORTFOLIO FAIR
VALUE
RESIDUAL
COMMITMENTS 45
PORTFOLIO
RESIDUAL
FAIR VALUE
COMMITMENTS
Last 5 years 2,214 52% 1,187 92% 2,174 50% 1,230 92%
From 5 to 10 years 1,553 37% 72 6% 1,633 38% 74 6%
Older than 10 years 447 11% 31 2% 495 12% 32 2%
Total 46 4,214 100% 1,290 100% 4,302 100% 1,336 100%

45. Sofina is committed to responding to capital calls by certain private funds (see point 3.13 below).

46. Information on the Sofina Private Funds portfolio shown in the balance sheet as at 30 June 2023 can be found under point 2.1 above.

in thousand EUR
30/06/2023 31/12/2022
Investments
Net value at the beginning of the period 8,538,603 10,385,873
Acquisitions during the period 59,787 45,825
Disposals during the period -96,878 -13,774
Changes in unrealised gains in profit and loss 218,968 95,883
Changes in unrealised losses in profit and loss -219,217 -1,975,204
Net value at the end of the period = 1 8,501,263 8,538,603
Receivables
Net value at the beginning of the period 1,380 0
Acquisitions during the period 67 1,345
Disposals during the period 0 0
Changes in unrealised gains in profit and loss 0 0
Changes in unrealised losses in profit and loss 0 0
Changes in accrued interest not yet due -33 35
Net value at the end of the period = 2 1,414 1,380
Net value = 1 + 2 8,502,677 8,539,983

The difference between the amount of the disposals during the period (EUR 96,878 thousand) and the amount of the divestments shown in the consolidated cash flow statement (EUR 96,749 thousand) is mainly due to the capital losses realised on these divestments for an amount of EUR -129 thousand. In addition, the capital gains and losses realised (EUR -129 thousand) combined with the changes in unrealised capital gains and losses (EUR -250 thousand) form the net result of the investment portfolio (see point 3.10 below).

in thousand EUR
BOOK VALUE FAIR VALUE
TOTAL AT
30/06/2023
IFRS 9
CLASSIFICATION
LEVEL 1 LEVEL 2 LEVEL 3
Investment portfolio 8,502,677 428,383 0 8,074,294
Investments 8,501,263 Fair value through
profit and loss
428,383 0 8,072,880
Receivables 1,414 Designated at fair
value through
profit or loss
0 0 1,414
Receivables from subsidiaries 47 740,896 Designated at fair
value through
profit and loss
0 740,896 0
Deposits and other current financial
assets
597,249 0 597,249 0
Deposits 0 Designated at fair
value through
profit and loss
0 0 0
Current financial investments 587,130 Fair value through
profit and loss
0 587,130 0
Other receivables 10,119 Designated at fair
value through
profit and loss
0 10,119 0
Cash and cash equivalents 95,648 Designated at fair
value through
profit and loss
0 95,648 0
Non-current financial liabilities 695,894 At amortised cost 0 695,894 0
Current financial liabilities 5,370 At amortised cost 0 5,370 0
Other current receivables 97 At amortised cost 0 97 0
Payables to subsidiaries 47 25,026 Designated at fair
value through
profit and loss
0 25,026 0
Trade and other current payables 3,462 At amortised cost 0 3,462 0

47. Receivables from and payables to subsidiaries are designated at fair value but as they are very short-term receivables and payables, there is no change in fair value to record.

in thousand EUR
BOOK VALUE FAIR VALUE
TOTAL AT
31/12/2022
IFRS 9
CLASSIFICATION
LEVEL 1 LEVEL 2 LEVEL 3
Investment portfolio 8,539,983 389,095 0 8,150,888
Investments 8,538,603 Fair value through
profit and loss
389,095 0 8,149,508
Receivables 1,380 Designated at fair
value through profit
or loss
0 0 1,380
Receivables from subsidiaries 48 823,998 Designated at fair
value through profit
and loss
0 823,998 0
Deposits and other current financial
assets
436,686 0 436,686 0
Deposits 0 Designated at fair
value through profit
and loss
0 0 0
Current financial investments 433,436 Fair value through
profit and loss
0 433,436 0
Other receivables 3,250 Designated at fair
value through profit
and loss
0 3,250 0
Cash and cash equivalents 385,486 Designated at fair
value through profit
and loss
0 385,486 0
Non-current financial liabilities 695,507 At amortised cost 0 695,507 0
Current financial liabilities 2,010 At amortised cost 0 2,010 0
Other current receivables 97 At amortised cost 0 97 0
Payables to subsidiaries 48 175,634 Designated at fair
value through profit
and loss
0 175,634 0
Trade and other current payables 9,037 At amortised cost 0 9,037 0

The fair value of the items of the investment portfolio can be prioritised as follows:

Assets valued under level 1 are valued at the stock market price at the balance sheet closing date. Level 2 data are data on the assets or liabilities other than listed prices included in level 1 data which are observable either directly or indirectly. Level 3 data are unobservable data on the assets or liabilities.

Direct shareholdings in investment subsidiaries are considered to be level 3 and are valued based on the fair value of their own portfolio (level 1, 2 or 3) and the fair value of their other assets and liabilities. A detailed description of the valuation methods and the sensitivity of the fair value is given in points 2.3 and 2.4 above. The portfolio held in transparency is described under point 2.2 above.

The fair value of the other financial instruments has been determined using the following methods:

  • for short-term financial instruments, such as trade receivables and payables, the fair value is considered not to be significantly different from the carrying amount at amortised cost;
  • for variable-rate loans and borrowings, such as deposits or receivables from or payables to subsidiaries, the fair value is considered not to be significantly different from the carrying amount at amortised cost;
  • for foreign exchange rate or interest rate derivatives, fair value is determined based on models that discount future cash flows based on future interest rate curves or foreign exchange rates or other forward prices.

48. Receivables from and payables to subsidiaries are designated at fair value but as they are very short-term receivables and payables, there is no change in fair value to record.

Financial risks

A description of the financial risks can be found in point 2.5 above.

Details of movements for financial investments recognised at fair value in level 3

in thousand EUR
30/06/2023 31/12/2022
Investment portfolio
Net value at the beginning of the period 8,150,888 9,881,560
Acquisitions during the period 59,855 46,868
Disposals during the period -96,878 -13,774
Changes in unrealised gains in profit and loss 172,407 95,778
Changes in unrealised losses in profit and loss -211,945 -1,859,544
Changes in accrued interest not yet due -33 0
Transfer to level 3 0 0
Transfer from level 3 0 0
Net value at the end of the period 8,074,294 8,150,888
in thousand EUR
30/06/2023 31/12/2022
Deposits 49 0 0
Current financial investments 587,130 433,436
Other receivables 10,119 3,250
Deposits and other current financial assets 597,249 436,686

Current financial assets are measured at fair value through profit and loss.

in thousand EUR
30/06/2023 31/12/2022
Bank and cash 75,644 140,304
Short-term investments and deposits 20,004 245,182
Cash and cash equivalents 95,648 385,486

Cash and cash equivalents consist of bank balances, cash on hand and investments in money market instruments with a maximum term of three months.

in thousand EUR
SHARE CAPITAL TREASURY SHARES
NUMBER OF
SHARES
AMOUNT OF
CAPITAL
NUMBER OF
SHARES
AMOUNT OF
CAPITAL HELD
Balances as at 31/12/2021 34,250,000 79,735 642,928 1,497
Changes during the year 0 0 275,000 640
Balances as at 31/12/2022 34,250,000 79,735 917,928 2,137
Changes during the period 0 0 41,500 97
Balances as at 30/06/2023 34,250,000 79,735 959,428 2,234

49. Deposits between three months and one year.

The subscribed and fully paid-up capital consists of ordinary shares without nominal value. The owners of ordinary shares are entitled to receive dividends and are entitled to one vote per share at the Company's general meetings of shareholders.

The gross dividend for the financial year 2022, paid in 2023, was EUR 3.24 per share, i.e. a gross amount of EUR 108,023 50 thousand. The difference between this amount and the amount shown in the consolidated cash flow statement (EUR -108,027 thousand) corresponds to coupons from dividends prior to 2022 but paid in 2023.

As at 30 June 2022, Sofina SA held 959,428 own shares, compared with 917,928 own shares held as at 31 December 2022. During the first half of 2023, 50,000 own shares were acquired, and 8,500 own shares were disposed of.

in thousand EUR
30/06/2023 31/12/2022
Bonds issued 695,894 695,507
Non-current financial debts 695,894 695,507

The non-current financial liabilities result from a bond issuance amounting to EUR 700,000 thousand, maturing in 2028. The bonds bear an annual interest rate of 1% payable annually on the coupon due date.

in thousand EUR
30/06/2023 31/12/2022
Bank loans 0 0
Payables to subsidiaries 25,026 175,634
Trade payables 1,595 1,373
Wage and social security payables 732 5,328
Current financial liabilities 51 5,370 2,010
Other miscellaneous liabilities 204 687
Dividends relating to previous years 871 875
Miscellaneous taxes 60 774
Financial liabilities, trade and other current payables 33,858 186,681
in thousand EUR
30/06/2023 31/12/2022
Receivables from subsidiaries 52 740,896 823,998
Payables to subsidiaries 53 -25,026 -175,634
Receivables from and payables to subsidiaries 715,870 648,364

Sofina SA has signed revolving credit facilities agreements with commitment with several of its subsidiaries. The loans thereby granted by Sofina SA to these subsidiaries bear interest at Euribor +3 months plus a margin.

With regard to its payables (deposits made by subsidiaries), Sofina SA remunerates them at a deposit rate that is reviewed regularly.

50. In accordance with Article 7:217, §3 of the Belgian Companies and Associations Code, the gross dividend amount presented in the Annual report 2022 has been adjusted to exclude the treasury shares held by Sofina on 11 May 2023 at 11.59 pm Belgian time (i.e., the trading date before ex. Date). The final gross dividend published in the statutory financial statements amounts to EUR 108 million.

51. Composed of accrued interest related to the bonds (see point 3.6 above).

52. The amount for the first semester of 2023 consists mainly of revolving credit facilities contracts and trade receivables from subsidiaries for an amount of EUR 56 thousand.

53. The amount for the first semester of 2023 consists mainly of a deposit made by a subsidiary, and trade payables to subsidiaries for an amount of EUR 26 thousand.

in thousand EUR
1
ST SEMESTER 2023
1
ST SEMESTER 2022
Interest on non-current assets 33 1
Interest on receivables from subsidiaries 54 12,126 2822
Interest on current assets 2,143 9
Interest on payables to subsidiaries 0 0
Interest to banks 0 -230
Interest on other liabilities 55 -3,858 -3,858
Interest income and expenses 10,444 -1,256

Realised capital losses come from a divestment from a holding active in the field of dental implants.

Unrealised capital gains mainly come from our subsidiaries Sofina Capital, Sofina US, the increase in the share price of Colruyt and GL events, and from other investments active in personal hygiene products, biological crop protection and data management.

Unrealised capital losses are mainly due to investments active in online education and the rental of refrigerated vehicles.

in thousand EUR
ST SEMESTER 2023
1
ST SEMESTER 2022
1
Investments
Results due to sales -129 20
Realised capital gains 0 20
Realised capital losses -129 0
Results not due to sales -250 -1,315,111
Unrealised capital gains 218,967 72,785
Unrealised capital losses -219,217 -1,387,896
Total investments -379 -1,315,091
Receivables
Results due to sales 0 0
Realised capital gains 0 0
Realised capital losses 0 0
Results not due to sales 0 0
Unrealised capital gains 0 0
Unrealised capital losses 0 0
Total receivables 0 0
Net result of the investment portfolio -379 -1,315,091
in thousand EUR
1
ST SEMESTER 2023
1
ST SEMESTER 2022
Foreign exchange results 959 300
Results on other current assets 8,377 -8,363
Other financial results 9,336 -8,063
  1. For details, see point 3.8 above.

55. Composed of accrued interest related to the bonds (see point 3.6 above).

in thousand EUR
1
ST SEMESTER 2023
1
ST SEMESTER 2022
Other financial expenses -1,053 -1,000
Services and other goods -8,013 -6,924
Remuneration, social security charges and pensions -6,958 -12,422
Miscellaneous -1,964 -4,761
Other expenses -17,988 -25,107

Services and other goods mainly comprise consultancy services received and remuneration of the Directors.

in thousand EUR
30/06/2023 31/12/2022
FOREIGN
CURRENCY
EUR FOREIGN
CURRENCY
EUR
EUR 126,929 91,499
Investment portfolio, CAD 177 122 329 132
uncalled committed
amounts 56
USD 1,291,267 1,188,355 1,014,168 1,233,635
GBP 17,729 20,658 8,159 17,250
1,336,064 1,342,516
Obtained credit lines 1,125,000 925,000
Used amount 0 0
Unused amount 1,125,000 925,000
Credit lines granted to the
investment subsidiaries
765,000 765,000
Used amount 338,532 420,537
Unused amount 426,468 344,463
in thousand EUR
Assets and liabilities 30/06/2023 31/12/2022
Long-term receivables from non-consolidated related companies 0 0
Short-term receivables from non-consolidated related companies 740,896 823,998
Payables to non-consolidated related companies -25,026 -175,634
Results from related party transactions 1
ST SEMESTER 2023
1
ST SEMESTER 2022
Dividends received from non-consolidated related companies
0 0
Dividends received from associated companies 8,686 6,621
Interest received from non-consolidated related companies 12,126 2,822
Interest paid to non-consolidated related companies 0 0
Services provided to non-consolidated related companies 818 3,094

The receivables from and payables to non-consolidated related companies consist mainly of loans and deposits between Sofina and its subsidiaries. Their remuneration methods are detailed in point 3.8 above.

The services provided mainly include investment services and investment advisory services relating to investment opportunities and investments held by the service recipient.

56. These amounts come mainly from subscriptions to investments of Sofina Private Funds for an amount of EUR 1,290 million (see point 2.6 of this Half-year financial report). These commitments are subscribed by Sofina SA or by its investment subsidiaries (seen in transparency).

The services received consist mainly of cash management services.

Sofina is the guarantor of the commitments of its non-consolidated related companies (i.e. its subsidiaries).

Events after the end of the financial mid-year are included in the section Key events, which forms an integral part of the interim Management report.

NAME AND HEADQUARTERS CORPORATE RIGHTS HELD CORPORATE RIGHTS HELD
LINK NUMBER
OF
SHARES
%
OWNERSHIP
AS AT
30/06/2023
NUMBER
OF
SHARES
%
OWNERSHIP
AS AT
31/12/2022
A. INVESTMENT SUBSIDIARIES - AT FAIR VALUE
Sofina Ventures SA
29, rue de l'Industrie - 1040 Bruxelles
Company number 0423 386 786
Indirect 11,709 100 11,709 100
Sofina Capital SA
12, rue Léon Laval - LU-3372 Leudelange
Direct 5,872,576 100 5,872,576 100
Sofina Partners SA
12, rue Léon Laval - LU-3372 Leudelange
Indirect 46,668,777 100 46,668,777 100
Sofina Private Equity SA SICAR
12, rue Léon Laval - LU-3372 Leudelange
Indirect 5,910,000 100 5,910,000 100
Sofina Global SA SIF
12, rue Léon Laval - LU-3372 Leudelange
Indirect 17,500,000 100 17,500,000 100
Global Education Holding SA
12, rue Léon Laval - LU-3372 Leudelange
Indirect 277,262 82.01 277,262 82.01
Global Beauty Holding SA
12, rue Léon Laval - LU-3372 Leudelange
Indirect 300,000 100 300,000 100
Sofina US, LLC
160 Federal Street, 9th floor - MA 02110
Boston - USA
Direct 802,000 100 802,000 100
Sofina Asia Private Ltd.
108 Amoy Street # 03-01 - SG-069928
Singapore
Indirect 375,000 100 375,000 100
B. ASSOCIATED COMPANIES – AT FAIR VALUE
Groupe Petit Forestier
11, route de Tremblay - 93420 Villepinte -
France
Direct 1,244,172 42.82 1,244,172 43.39
Biotech Dental
305, Allées de Craponne - 13300 Salon-
de-Provence - France
Direct 0 0.00 6,154,900 24.75
Cambridge Associates
125 High Street - MA 02110 Boston - USA
Indirect 24,242 23.64 24,242 23.64
Drylock Technologies
Spinnerijstraat 12- 9240 Zele
Company number 0479 766 057
Direct 169,782,750 25.00 150,000,00
0
25.64
emTransit BV (Dott)
Bugerweeshuispad 101 - 1076ER
Amsterdam - Netherlands
Indirect 10,143,368 20.25 8,612,248 17.51
Polygone
59, Quai Rambaud - 69002 Lyon - France
Direct 221,076 20.96 221,076 20.96
Nuxe International
127, rue d'Aguesseau - 92100 Boulogne-
Billancourt - France
Indirect 193,261,167 49.00 193,261,167 49.00

Considering Sofina's compliance with the conditions set forth in Article 70 of the Luxembourg law of 19 December 2002, Luxembourg subsidiaries (except Sofina Private Equity SA SICAR and Sofina Global SA SIF) may be exempted from certain provisions relating to the publication of their statutory annual accounts.

The following new standards and interpretations became effective in 2023:

  • IFRS 17 Insurance Contracts (applicable for the annual period beginning on or after 1st January 2023);
  • Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS 17 and IFRS 9 Comparative Information (applicable for the annual period beginning on or after 1st January 2023);
  • Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting Policies (applicable for the annual period beginning on or after 1st January 2023);
  • Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (applicable for annual periods beginning on or after 1st January 2023);
  • Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (applicable for annual periods beginning on or after 1st January 2023); and
  • Amendments to IAS 12 Income taxes: International Tax Reform Pillar Two Model Rules (effective immediately but not yet endorsed in the EU – disclosures are required for annual periods beginning on or after 1st January 2023).

The application of these standards and interpretations does however not have any material impact on the financial statements of Sofina.

Sofina has not anticipated the application of the new and amended standards and interpretations not yet applicable for the annual period beginning on or after 1st January 2023:

  • Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants (applicable for annual periods beginning on or after 1st January 2024, but not yet endorsed in the European Union);
  • Amendments to IFRS 16 Leases: Lease Liability in a Sale and Leaseback (applicable for annual periods beginning on or after 1st January 2024, but not yet endorsed in the European Union); and
  • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures: Supplier Finance Arrangements (applicable for annual periods beginning on or after 1st January 2024, but not yet endorsed in the European Union).

The future application of these new standards and interpretations is not expected to have a significant impact on the consolidated financial statements.

Basis of evaluation

The IFRS consolidated financial statements are prepared on the basis of fair value through profit and loss except for trade and employee receivables and payables, which are measured at amortised cost.

In order to reflect the significance of the data used in fair value measurements, the Sofina group classifies these measurements into a hierarchy consisting of the following levels:

  • Level 1: listed prices (unadjusted) in active markets for identical assets or liabilities;
  • Level 2: data other than listed prices included in level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
  • Level 3: data for the asset or liability that are not based on observable market data (unobservable data).

Consolidation principles

In accordance with its status as an Investment Entity, Sofina does not consolidate its subsidiaries and does not apply IFRS 3 when it acquires control of another entity.

An exception to this is made for subsidiaries that only provide services related to Sofina's investment activities. These subsidiaries are fully consolidated.

Investments in other subsidiaries, which do not exclusively provide services related to Sofina's investment activities, are also measured at fair value through profit and loss in accordance with IFRS 9.

Investments in which Sofina exercises significant influence are also measured at fair value through profit and loss in accordance with IAS 28, §18 and IFRS 9.

The list of subsidiaries and associated companies is presented above under point 3.16. This list does not include companies in which Sofina holds more than 20% of the capital without exercising significant influence, because, for example, it has neither representation mandate on the board of directors nor veto rights (other than the usual protective rights, for reorganisations, capital increases, etc.).

Transactions in foreign currencies

Transactions in foreign currencies are accounted for at the exchange rate in force on the date of the transaction.

The impact of foreign exchange is recognised in the income statement under Other financial income and expenses.

Monetary assets and liabilities denominated in foreign currencies are translated at closing rates. Exchange differences arising from these transactions, as well as exchange differences arising from the translation of monetary assets and liabilities denominated in foreign currencies, are recognised in the income statement. Nonmonetary assets and liabilities denominated in foreign currencies are translated at the exchange rate in force on the transaction date.

The financial statements of foreign companies included in the consolidation are translated into euro at the closing rate for balance sheet accounts and at the average exchange rate for the year for income statement accounts. The difference resulting from the use of these two different rates is recorded in the consolidated balance sheet under Reserves.

Main foreign exchange rates

30/06/2023 31/12/2022
Closing rate 1 EUR = 1 EUR =
USD 1.0866 1.0666
GBP 0.8583 0.8869
CHF 0.9788 0.9847
SGD 1.4732 1.4300
CAD 1.4415 1.4440
INR 89.2065 88.1710

(In)tangible fixed assets

(In)tangible fixed assets are recorded on the assets side of the balance sheet at their acquisition or production cost, less accumulated depreciation and any impairment losses. (In)tangible fixed assets are depreciated over their estimated useful life using the straight-line method.

  • Buildings: 30 years
  • Equipment and furniture: 3 to 10 years
  • Rolling stock: 5 years
  • Licenses: 5 years

Investments and receivables

Investments at fair value are recorded at the transaction date and are measured at fair value.

Equity investments at fair value consist of securities that are acquired with the aim of obtaining returns in the form of capital gains and/or investment income. They are measured at fair value at each balance sheet date. Unrealised gains and losses are recognised directly in the income statement. In the event of disposal, the difference between the net sale proceeds and the carrying amount is charged or credited to the income statement.

Deposits and other current financial assets

Trade receivables are measured at amortised cost. IFRS 9 requires the recognition of credit losses on all debt instruments, loans and trade receivables on the basis of their useful life. This impairment model under IFRS 9 is based on the anticipation of losses and does not have a significant impact on the measurement of impairment of financial assets.

Deposits are designated at fair value through the income statement.

Receivables from subsidiaries are designated at fair value through the income statement.

Cash and cash equivalents comprise cash and term deposits with a maturity of less than three months.

Treasury shares

Purchases and sales of treasury shares are deducted from and added to equity respectively. Changes during the period are explained in the statement of changes in equity. No result is recorded on these changes.

Employee benefits

The Sofina group's employees benefit from "defined benefit", "defined contribution" and "cash balance" pension plans. These pension plans are financed by contributions from Sofina group companies and subsidiaries employing staff and by contributions from the staff.

For pension plans, the cost of pension obligations is deter- mined using the "Projected Unit Credit" actuarial method for "defined benefit" plans and the "Traditional Unit Credit" method for "defined contribution" and "cash balance" plans in accordance with the principles of IAS 19. The present value of the promised benefits is calculated. This calculated present value is then compared with the existing funding and, if necessary, generates an accounting provision. The costs established by the actuaries are themselves compared with the premiums or contributions paid by the employer to the funding organisation and, if necessary, generate an additional expense in the consolidated income statement.

The amount recognised in the balance sheet corresponds to the present value of the pension obligations less the fair value of pension plan assets, in accordance with the principles of IAS 19. Actuarial differences, differences between the actual return on assets and the normative return on assets, as well as the effect of the asset ceiling (excluding the interest effect) are recognised in full in equity, without subsequent reclassification to the income statement.

Incentive plans granted are accounted for in accordance with IFRS 2. Under this standard, the fair value of the options at the grant date is recognised in the income statement over the vesting period. Options are valued using a generally accepted valuation model based on market conditions prevailing at the time of granting.

Financial liabilities

Derivative financial instruments are initially recorded at fair value and revalued at each balance sheet date. Changes in fair value are recognised in the income statement.

Trade payables, loans and bank overdrafts are initially measured at fair value less transaction costs directly attributable to their acquisition or issue and subsequently measured at amortised cost.

Payables to subsidiaries are designated at fair value through the income statement.

IFRS 16 - Leases: when a lease is entered into (unless it is a short-term lease or concerns a low-value asset), a liability is recognised for the related commitment, valued at amortised cost, and the related asset is recognised as property, plant and equipment.

Provisions

A provision is recognised when a legal or constructive obligation exists at the balance sheet date as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation, the amount of which can be reliably estimated.

Taxes

Taxes include income taxes and deferred taxes. Deferred taxes are recognised in the income statement except when they relate to items that have been recognised directly in equity, in which case they are also recognised directly in this item.

Income taxes consist of taxes payable on taxable income for the year, together with any adjustments relating to previous years.

Deferred taxes consist of income taxes payable or recoverable in future years in respect of temporary differences between the carrying amount of assets and liabilities and their tax base and in respect of unused tax loss carry forwards.

Deferred tax is not recognised on temporary differences arising from goodwill that is not deductible for tax purposes, from the initial recognition of assets or liabilities in a transaction that is not a business combination and affects neither accounting nor taxable profit at the time of the transaction, or from investments in subsidiaries, provided it is probable that the temporary difference will not be reversed in the foreseeable future.

Deferred taxes on unused tax losses are recognised only to the extent that taxable profits are likely to be realised, thereby enabling the losses to be utilised.

Taxes are calculated at the tax rates that have been enacted.

Income and expenses

Income and expenses are recognised as follows:

  • The gross amounts of dividends are recognised in the income statement at the date of allocation;
  • Interest income is recognised when earned;
  • Interest expense is recorded as incurred;
  • Gains and losses on non-current assets and gains and losses on current assets are recognised at the date of the transaction that generated them;
  • Other income and expenses are recognised at the time of the transaction;
  • Sofina SA provides investment management services to non-consolidated subsidiaries. Each resulting service obligation is covered by a service contract and the related revenue is recognised as the service obligation is fulfilled (over the term of the contract). Services provided by non-consolidated subsidiaries to Sofina SA are treated in the same way;
  • The gross amount of income and capital gains of non-consolidated foreign investments are recognised in the income statement.

Significant accounting judgments and sources of uncertainty in accounting estimates

The main accounting estimates relate to the valuation of the investment portfolio: the significant assumptions and judgments are discussed in the notes on the fair value of the portfolio under point 2.4 above.

The significant judgments made by Sofina in determining its status as an Investment Entity relate to the assessment of the existence of a divestment strategy on portfolio investments, as well as the assessment of this divestment strategy on investments held by subsidiaries rather than on direct investments in these subsidiaries.

Statutory auditor's report to the board of directors of Sofina SA on the review of the interim condensed consolidated financial statements as at 30 June 2023 and for the six-month period then ended

Introduction

We have reviewed the accompanying consolidated balance sheet of Sofina SA as at 30 June 2023, the consolidated income statement, statement of comprehensive income, changes in consolidated shareholders 'equity and consolidated cash flow statement for the six-month period then ended, and notes ("the interim condensed consolidated financial statements"). The board of directors is responsible for the preparation and presentation of this condensed consolidated interim financial information in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union. Our responsibility is to express a conclusion on this condensed consolidated interim financial information based on our review.

Scope of Review

We conducted our review in accordance with the International Standard on Review Engagements 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity". A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim condensed consolidated financial statements as at 30 June 2023 and for the six-month period then ended is not prepared, in all material respects, in accordance with IAS 34, "Interim Financial Reporting" as adopted by the European Union.

Brussels, 5 September 2023

EY Réviseurs d'Entreprises SRL Statutory auditor represented by

Jean-François Hubin Partner *Acting on behalf of an SRL

24JFH0016

Average annual return: Average annual growth rate calculated on the basis of the change in equity per share (NAVPS) during the reporting period from 1st July to 30 June, taking into account the gross dividend(s) per share of Sofina. It is expressed on an annualised basis. As an example, the average annual return over one year is calculated as follows and is based on the "XIRR" formula in Excel:

PERIOD NAVPS
(T-1)
GROSS
DIVIDEND
PAID
(IN EUR)
NAVPS
(T)
PERFOR
MANCE
(IN %)
2023 294.95 3.24 276.79 -5.1%

It should be noted that the comparison of Sofina's average annual return against a benchmark index is made on the basis of identical periods. Since 2016, the Company measured its long-term performance by comparing the evolution of its equity per share against a benchmark, the MSCI ACWI Net Total Return EUR Index. Sofina's NAVPS is used instead of its share price in order to better reflect management performance and to better align with LTIP concepts.

  • Cash – Non-cash: Defines whether a portfolio transaction generated a cash inflow or outflow (Cash) or not (Non-cash).
  • Company: Sofina SA.
  • ESG: Refers to Environmental, Social and Governance factors, as set out in Sofina's Responsible Investment Policy.
  • Euro Stoxx 50 Net Return Index EUR ("EUR Stoxx 50"): Ticker used by Bloomberg (SX5T Index). This index is also presented because of its wide use in the financial markets.
  • General Partners ("GPs" or "Managers"): Specialised teams managing investment funds in unlisted companies, focusing on venture and growth capital funds.
  • Gross cash: Net cash plus financial liabilities, in transparency.
  • Investment Entity: Status adopted by Sofina SA since 1st January 2018 in application of IFRS 10, §27, which provides that, as long as it meets the definition of an Investment Entity, a company does not consolidate its subsidiaries (except for subsidiaries exclusively providing services related to investment activities). Direct subsidiaries are recorded at fair value in the consolidated financial statements, including the fair value of their equity investments and other assets and liabilities (mainly intra-group payables and receivables).

The direct subsidiaries of Sofina SA are stated at fair value through profit and loss in accordance with IFRS 9.

As required by IFRS 10, §B101, Sofina applied this accounting treatment as of 1st January 2018, when it met all the criteria of an Investment Entity. Indeed, Sofina has determined that it is an Investment Entity within the meaning of IFRS 10 because it meets the three criteria set by the standard. In fact, Sofina:

  • uses the funds of its investors (who are shareholders of the listed company) to provide them with investment management services;
  • makes investments with the aim of obtaining returns in the form of capital gains and/or investment income;
  • monitors the performance of its investments by measuring them at fair value.

In addition, Sofina has all the typical characteristics of an Investment Entity as defined by IFRS 10:

  • it has more than one investment;
  • it has more than one investor;
  • it has investors who are not related parties;
  • it has ownership rights in the form of equity securities or similar interests.

As mentioned above, Sofina SA does not consolidate its subsidiaries (IFRS 10, §27).

  • Listed: Level 1 and 2 investments as per the fair value hierarchy defined in point 2.3 of the Notes to the interim condensed consolidated financial statements.
  • Loan-to-value (%): Ratio between (i) Net debt (or if negative, corresponds to Net cash) and (ii) the total value of the portfolio in transparency.
  • LTIP: Long-term incentive plan organised within Sofina.
  • MSCI ACWI Net Total Return EUR Index ("MSCI ACWI"): Ticker used by Bloomberg (NDEEWNR Index). This index is the benchmark used by Sofina. This benchmark is considered the most appropriate because of (i) Sofina's global investment strategy (which called for a reference to a World Index ("WI") for developed markets) and (ii) the Sofina group's investments in Asia and the rest of the world (which justified the choice of the All Countries ("AC") index for emerging markets). The Company's essentially European shareholder base and its listing on Euronext Brussels ultimately guided the choice of the euro-denominated index.
  • Net Asset Value ("NAV"): Net assets or shareholder's equity. NAV per share ("NAVPS") corresponds to the net assets per share or equity per share (calculation based on the number of outstanding shares at the end of the period). As a reminder, since 1st January 2018, Sofina has

adopted the status of Investment Entity according to IFRS 10. Since then, its equity, or NAV in the context of this Half-year financial report, corresponds to the fair value of its investments as well as of its direct subsidiaries and their investments and other assets and liabilities.

  • Net cash (or Net debt if negative): Sum, in transparency, of "Cash and cash equivalents", "Deposits" and "Cash investments", less "Financial debts" of current and non-current liabilities. "Receivables from subsidiaries" and "Payables to subsidiaries" are not included in Net cash. The term is used in the key management information (see point 2.1. of the Notes to the interim condensed consolidated financial statements).
  • Other assets and liabilities: Sum of "Deferred taxes" (on the assets side), "Other current financial assets", "Receivables from subsidiaries", "Other current debtors" and "Taxes" (on the assets side), less "Non-current provisions", "Noncurrent financial liabilities", "Deferred taxes" (on the liabilities side), "Payables to subsidiaries", "Current trade and other payables" and "Taxes" (on the liabilities side). These are not shown as separate lines in the internal information used for the management of the Sofina group and have therefore been grouped together to reflect this information (see point 2.1 of the Notes to the interim condensed consolidated financial statements).
  • Portfolio in transparency: Sofina SA manages its portfolio on the basis of the total investments held either directly or through investment subsidiaries. When preparing the financial statements as an Investment Entity, the fair value of its direct investments (in portfolio investments or in investment subsidiaries) is recognised as an asset in the balance sheet. By contrast, segment management information (based on internal reporting) is prepared on the entire portfolio in transparency (i.e. on all portfolio investments whether held by Sofina SA directly or indirectly through its investment subsidiaries), and thus on the basis of the total fair value of each investment ultimately held. The presentation of dividends or cash follows the same logic.
  • Shareholders' equity: Net Asset Value (as defined herein).
  • Sofina Direct: Denomination combining Longterm minority investments and Sofina Growth as a result of some of their similar features, as opposed to Sofina Private Funds.
  • Total Shareholder Return ("TSR"): Average annual return (as defined above).
  • Unlisted: Level 3 investments as per the fair value hierarchy defined in point 2.3 of the Notes to the interim condensed consolidated financial statements.