PHILIPPE CROONENBERGHS Chairman

"2018 will go down in the history of Texaf as the year in which the Board decided to invest in a new sector of the future in Africa: digital.

This sector is booming in Africa and needs are much greater than in Europe: economic inclusion, identification of people, sharing information in rural areas, e-government, public health applications...

There will no doubt be many investment opportunities. Texaf is positioning itself to identify them, partnering with a leading venture capitalist, PARTECH AFRICA, and creating Kinshasa's first digital hub, which is destined to become a point of reference in the region."

JEAN-PHILIPPE WATERSCHOOT CEO

"Resilience and capacity to invest in new fields of action is in TEXAF's DNA.

In spite of the socio-political upheaval witnessed in 2018, TEXAF has pursued its investment policy. Its ability to constantly adapt to the demands of the high-end real estate market in the city of Kinshasa and the quality of the services it offers enables it to maintain an occupancy rate of almost 100% in this situation.

The group has solid fundamentals and maintains large-scale ambitions on this market by favoring an increasingly environmentally responsible approach in its construction methods and management of its real estate portfolio.

TEXAF counts on skilled and devoted operational teams for both its real estate business and its quarrying activities. Their continual engagement in often difficult circumstances is a major resource in our pursuit of success."

01	Profile	06
	Who are we?	07
	Our activities in DRC	10
	Information for shareholders	17

02 Reports of the Board of Directors 20

Directors' report	21
Corporate governance	32
Management team	38
Remuneration and Nomination Committee report	41

02	Corporate social responsibility	44
	Comequi	46
	Chirpa	48
	Texaf Bilembo	50
	Sankuru Yema-Yema	52
	Ndako Ya Biso	54

04	Annual financial statements	56
	Consolidated financial statements	58
	Notes to the consolidated financial statements	64
	Summary of the principal accounting policies	98
	Report of the auditor	107
	Directors' report of TEXAF S.A.	110

2018 IN SUMMARY

KEY FIGURES

RESULT (IN EUR k)	2014	2015	2016	2017	2018	Average growth
Revenue	18,927	19,648	18,392	18,208	18,869
Growth	2%	4%	(6%)	(1%)	4%	0%
Recurring EBITDA *	10,019	9,598	9,740	10,038	10,111
Growth	6%	(4%)	1%	3%	1%	0%
Recurring operating result **	6,938	6,486	6,953	7,020	7,168
Growth	7%	(7%)	7%	1%	2%	1%
Net result (share of the group)	4,685	5,456	5,454	4,542	12,909
Growth	(28%)	16%	0%	(17%)	184%	29%

(*) Recurring EBITDA: recurring operating result before interest, taxes, depreciation and amortization.

(**) Recurring operating result: operating result minus

income or expenses that are not expected to be repeated in each accounting year, such as: - Gain or loss on disposals of non-current assets

- Allocations to (or reversals of) write-downs on non-current assets

- Costs relating to major restructuring, purchase or disposal of a business (such as redundancy costs,

plant closure and commissions paid to third parties to acquire or dispose of an activity)

CASH FLOWS (IN EUR k)	2014	2015	2016	2017	2018	Average growth
Cash-flows opérationnels	6,243	6,819	8,666	8,706	11,742	5%
Cash-flows d'investissement	(7,326)	(9,401)	(7,149)	(6,421)	(5,416)	18%
Cash-flows de financement	(1,649)	4,061	(3,067)	(2,532)	(4,436)	-

CASH AS AT DECEMBER 31st	3,984	5,461	3,911	3,674	5,564	-

TEXAF dividend

Real estate

Carrigrès

AVERAGE TEXAF PRICE + MAX & MIN

Highlights

100% VIRTUALLY OCCUPATION RATE

36 NEW HOMES

CARRIGRÈS RETURN TO PROFIT

EUR 1.5 m CAPITAL GAIN

EUR 5.8 m REDUCTION IN DEFERRED TAXES

Profile

WHO ARE WE?

Organigram

Our history - A destiny linked to DRC

TEXAF is a public company, formed on August 14, 1925 on the initiative of visionary trailblazing entrepreneurs, registered and domiciled in Belgium. It is unique in that it is the only company, listed since its formation on an international stock exchange, that has all its assets concentrated in the Democratic Republic of Congo.

Between its formation and the early 2000s, the group's business was centered on textile. Its primary subsidiary, UTEXAFRICA, whose plants produced more than 30 million meters of fabric annually, was involved in every step of cotton processing. At its peak, the group's textile business employed up to 6,000 people in Kinshasa, making it the city's biggest private employer at the time, and supervised more than 100,000 smallholders in the cotton sector, spread over several provinces in the center and east of the country.

TEXAF had also diversified its business interests into metal construction, a sandstone quarry and agriculture.

It owns many properties in today's provinces of Sankuru, Maniema, South Kivu, Tanganyika, Lomami and Kasaï Oriental.

Facade of TEXAF office in 1929.

The plunderings of 1991 and 1993 had a profound impact on the country's economy. The deterioration of the roads and railways made trade with the interior of the country very difficult. Political instability, armed conflict, a failing banking system and contraband copies of UTEXAFRICA textiles significantly weakened the group's textile business.

In this situation, BNP-PARIBAS, the last in a succession of financial groups to hold a shareholding, decided to pull out of DRC in 2002, selling its majority stake in TEXAF to Philippe Croonenberghs, the current chairman of TEXAF group.

With Albert Yuma and Jean-Philippe Waterschoot, the two managers heading the group in DRC, every possible step was taken to save the textile business by focusing on niche markets generating higher added value for African print, developing its clothing business and going into partnership with another textile group in Africa. These efforts could not prevent the plant from closing in 2007.

The group opted for a radical transformation, focusing its business on the development of a large real estate portfolio ((> 150 hectares), ideally located along the Congo river in Kinshasa.

Within a decade it became an important name in the field, offering a unique quality concept in Kinshasa.

As such, TEXAF has come through the many periods of unrest that have punctuated the political, economic and social history of the country. Its capacity to reinvent itself and explore new opportunities in a constantly changing environment has made it a leading operator in DRC.

Bois Nobles district.

Our DNA: resilience

Our ambitions

Real estate continues to be TEXAF's main business.

There are very substantial future development opportunities in various areas:

1. The construction of homes on free space estimated at 15 hectares of industrial wasteland
1. The construction of office blocks on spaces estimated at 10 hectares along Avenue Colonel Mondjiba, including the very attractive 3.5 ha site opposite the French embassy and a 3,500 m2 lot ideally located on the roundabout at the end of the imposing Boulevard du 30 Juin.
1. Development of the "Les Jardins de Kinsuka" project for the construction on a 104 ha space of more than a thousand ecologically responsible homes and several thousand square meters of commercial, educational, medical and office premises, as well as many sports and recreational grounds along with a large proportion of green space.

There are development opportunities in the agro-industrial domain, particularly based on the group's assets in the interior of the country through its subsidiaries LA COTONNIERE and ESTAGRICO, but they can only be envisaged as part of a huge infrastructure renovation project to open up these areas by road and rail.

The group is also studying projects to diversify its business and hired several engineers in 2018 to strengthen its analysis and implementation capacities.

The first domain of diversification TEXAF has decided to enter is digital, both for training and to support promising new initiatives.

TEXAF DIGITAL

"The European Union currently has an ageing population of 510 million; Africa 1.25 billion, 40% of whom are under 15 years of age. In 2050, there will be 450 million Europeans and 2.5 billion Africans. By 2100, three in four people globally will be born south of the Sahara." These are forecasts in "The scramble for Europe" by Stephen Smith, a staunch believer in the emergence of Africa.

This advancing sub-Saharan Africa that TEXAF operates in is facing huge challenges. The economic stakes of this demographic evolution are enormous.

TEXAF believes that the digital revolution is on the way to becoming a significant economic growth industry in Africa, because these technologies can help accelerate development.

TEXAF is backing Congolese youth, which is pushing for modernity and has decided to invest in African businesses that are innovating in these technologies.

The first million euros has been invested in the new PARTECH AFRICA venture capital fund (https://partechpartners.com)

Through this investment, the group expects to quickly gain a better understanding of this sector, enabling it to invest in companies and create a new growth hub alongside real estate and the sandstone quarry, either in association with PARTECH AFRICA or on its own.

TEXAF can share its knowledge of DRC and its stock listing will help improve the visibility of the companies it assists.

The very nature of this new business means that TEXAF will spread its geographical risk.

Since the December 2018 announcement of its intention to develop a technology hub, it has been in contact with many entrepreneurs in the industry, including the specialists presented by PARTECH AFRICA. The response has been very encouraging.

This has persuaded TEXAF to study the creation of a digital campus at its Kinshasa sites to house an incubator and training center. This is a first for DRC.

Our rules of conduct

TEXAF wishes to realize its ambitions:

█ By purposefully working within the formal economy
█ By pursuing a good governance policy toward all economic and social actors
█ By communicating transparently
█ By preferring partnerships with Congolese operators and bringing in high-quality Congolese and expatriate managers when business is running smoothly
█ By maintaining the listing of TEXAF shares on Euronext and favoring measures that help improve the liquidity of shares to give the largest number of savers the opportunity to participate in the anticipated growth of DRC.

DRC's first ever digital campus.

A place with both an incubator and training function.

OUR ACTIVITIES IN DRC

Real estate business

In 1926 the textile plant and the compound to house its managers were located on a 48 ha site in what at the time was a large unoccupied suburb of the future city of Kinshasa.

This area, ideally located along the Congo river is bounded by the Gombe and Makelele rivers. These natural borders have traditionally protected the site from the frenzy of the metropolis that gradually grew into the city of Kinshasa.

After the closure of its textile plant, in 2007 the group decided to focus on its real estate portfolio, which had until then been a secondary business.

	2014	2015	2016	2017	2018
Occupancy rate*	99.5%	100.0%	95.9%	97.6%	98.2%

* Occupation rate: total rent billed over the period

Just over a decade later, there are 287 homes on the site, where more than 1000 people of 35 different nationalities live together. It has become Kinshasa's leading residential concession.

Occupancy rate close to 100%

The domain has a great many green areas, various walking paths, sports grounds, a swimming pool, a bar/lounge and a restaurant, making it a unique location in Kinshasa. New gyms and group classrooms will be added in 2019, along with a new children's playground.

Bois Nobles district.

Embassies and development agencies Private businesses International institutions Private individuals Congolese bodies

The satisfaction of our clients is what drives us

Security is effective but discrete. Overall, there is a family atmosphere, characterized by mutual respect among everyone in the "UTEXAFRICA community".

Thirty-six homes were completed in the first phase of the "Bois Nobles" project in 2018, enlarging the range of homes offered on the market with 1-4 bedroom apartments and 2-4 bedroom freestanding houses.

It is also important to note that the TEXAF BILEMBO cultural center, which opened in a preserved part of the plant on the site in 2014, has become one of the leading venues for the exhibition and promotion of contemporary art in all of its forms over the past five years.

Champs de Coton district.

New or completely renovated Old but in good condition Due for renovation Run-down Other

Avenue Colonel Mondjiba

7 7

Congo river

District LES BOIS NOBLES

█ 82 villas and apartments – under construction

Utexafrica and Cotex concessions: 60 ha:

21 ha occupied by new buildings or old ones in good condition

14 ha occupied by old buildings earmarked for demolition

9 ha of land to be built on

16 ha of sites that cannot be built on and roads

District OFFICES

█ loft offices on industrial wasteland (2011-2015) – 5,300 m2
█ gradual development of offices in former COTEX industrial buildings (2007-2013) – 3,500m2

District LES MUSICIENS

█ 81 apartments, with the last 33 units rented in October 2016.

District NEW COMPOUND

█ 18 villas (new build) and apartments (duplexes in the former clothes workshops of the textile factory)
█ first real estate developments between 2003 and 2005

District 1

Boulevard du 30 Juin

CHAMP DE COTON

█ 52 apartments
█ Contemporary style █ Three-phase project put on the
market between 2013 and 2015.

District HISTORICAL COMPOUND

█ 99 villas and apartments, 51 of which renovated.
█ "Garden neighborhood" architectural style from the end of the 1920s.
█ Currently being renovated

Valuation of the real estate portfolio

The Board of Directors calculated the value of the Group's investment property. The detail of this calculation and the underlying assumptions are provided in appendix 7 to the consolidated financial statements.

Real estate assets valued at EUR 324 m.

The main points are as follows:

Buildings to be renovated Run-down buildings

The group holds 470 ha, valued at EUR 324 m, the greater part of which - EUR 223 m - relates to built land in the concessions in downtown Kinshasa.

These built zones cover 39 ha, but 84% of the EUR 18.5 m in rent is generated by new buildings or old buildings that are in good condition, which cover only 54% of this area.

In other words, the development potential of the Group solely in its downtown concessions includes not only 10 ha of building land, but also 18 ha of old industrial buildings that are to be renovated or are run-down and are currently rented at very low rents per m2 .

Ongoing projects

TEXAF is constantly looking to improve and diversify the range of services it offers to its clients.

For example, several months have been devoted to further improving the layout of homes in the second phase of the "Bois Nobles" project, incorporating the observations and recommendations of the new occupants in the first phase.

The second phase of 39 homes will begin in mid-2019, with the results expected to be put on the market at the end of 2020.

Construction of a gym and a group classroom will begin this year.

A playground for children and tweens will open in 2019.

We are also considering new commercial and office projects along the important Avenue Colonel Mondjiba. The aim is the develop a variety of multi-use spaces to meet the expectations of occupants and offer workspaces close to homes.

Jardins de Kinsuka

The TEXAF group has a large 104 ha site on the outskirts of Kinshasa, more than half of which runs along the Congo river.

The higher elevation and location by the Congo river make this an exceptional site.

However, it is situated in a highly urbanized area. In the absence of any regional development plan, the access roads are no longer able to guarantee free-flowing traffic to this part of Kinshasa. Studies are expected to identify solutions to the traffic and site access problems with the assistance of the public authorities.

Studies are ongoing with the architectural firm ORG2 (http://orgpermod.com) for the design of a sustainable development project that is environmentally friendly and fits in with the surrounding area. The aim is to offer a wide enough portfolio of services on the site (schools, polyclinics, commercial spaces, and sports and leisure spaces) to limit the need of occupants to take their cars.

This project adopts a different business model from other group developments, which are build-for-rent projects. The properties in the Jardins de Kinsuka will be sold to the Congolese middle class.

"Jardins de Kinsuka".

Sandstone quarry

The CARRIGRES open-air quarry opened at the beginning of the 1950s. It is located in the nearby suburb of Kinshasa, which was completely unoccupied back then.

The anarchic development of the city has hampered its operations for many years.

It is the biggest gravel production unit of all Inkisi pink sandstone grades in Kinshasa, with its installed annual capacity of 600 kT, a sandstone deposit estimated at 25 million tons and a primary crusher that can get through 400 metric tons per hour. This material is used in the production of concrete and asphalt for roads and civil engineering projects.

The company operates in a highly competitive environment dominated by the informal sector. It distinguishes itself from its competitors by the quality of its products and the strict control of the quantities delivered.

CARRIGRES employs about forty people, working under operations manager Hilarion Mwayesi and commercial manager Paulo Barril, who rely on the services of TEXAF's real estate business for all other aspects (finance, legal, administration, human resources, security).

After a very poor 2017, the implementation of an ambitious plan to quickly restructure the business led to a return to stability in 2018

Cotton companies

The group holds real estate assets through its subsidiaries LA COTONNIERE and ESTAGRICO in several provinces of the DRC (Kasaï Oriental, Sankuru, Lomami, Haut Lomami, Maniema, Tanganyika and Sud Kivu), the legacy of cotton cultivation business to supply its textile plant in Kinshasa.

These assets could be used to develop new agricultural activities.

Corporate social responsibility

Aware of the difficulties the people of Congo find themselves in and grateful for the opportunities the country provided TEXAF, the group attaches increasing importance to developing activities that, while not necessarily directly connected to its corporate purpose, do contribute to the human development of the country.

Chapter 3 of this annual report is devoted to these activities.

A historical presence in eight of the 26 of the country's provinces

Sandstone quarry.

INFORMATION FOR SHAREHOLDERS

Dividend

TEXAF HAS DISTRIBUTED A DIVIDEND SINCE 2005

IN EUR	2008	2009	2010	2011	2012	2013	2014	2015	2016	2017	2018
Gross dividend par share	0.16	0.19	0.23	0.28	0.33	0.40	0.48	0.58	0.69	0.81	0.97
Net dividend per share	0.12	0.14	0.17	0.21	0.25	0.30	0.36	0.42	0.48	0.57	0.68
TOTAL GROSS DIVIDEND (IN EUR k)	506	612	736	893	1,063	1,276	1,701	2,039	2,430	2,886	3,442
Difference	20%	21%	20%	21%	19%	20%	33%	20%	19%	19%	19%

PAYOUT RATIOS

The TEXAF share

The TEXAF share has been listed on the continuous market since December 12, 2012. It was added to the BEL Small index on March 18, 2013, which has led to an improvement in the liquidity of the share. On February 21, 2017, Euronext

launched a new index to highlight European family companies: Euronext Family Business Index. TEXAF is part of this index, which comprises 90 family companies from France, Belgium, the Netherlands and Portugal.

MARKET CAPITALIZATION (AVERAGE PRICE) EQUITY

VOLUME OF SHARES HANDLED 12-month mobile average

AVERAGE TEXAF PRICE + MAX & MIN

Old concession district.

Shareholding structure

TOTAL SHARES ISSUED	3,543,700	100%
Holders:
Société Financière Africaine	2,212,765	62.42%
Middle Way Ltd	354,370	10.00%

Société Financière Africaine is controlled by Chagawirald SCS, which in turn is controlled by Philippe Croonenberghs.

Middle Way Ltd is wholly owned by Member Investments Ltd. The ultimate beneficiary of Member Investments Ltd is CCM Trust (Cayman) Ltd, a trust of the Cha family in Hong Kong.

Market return

Shareholders' calendar

The TEXAF website is at www.texaf.be.

This website contains all information useful to shareholders.

02 Reports of the Board of Directors

DIRECTORS' REPORT

General context in 2018

The political uncertainties connected with the postponement of the presidential elections led to the freezing of many national and international loans, including financing for infrastructure projects and work on the road network.

Increased tension was observed in the second half of the year in the run-up to the polls, leading to a deterioration in relations between the DRC and several partner countries, specifically Belgium.

At the end of an electoral process that was devoid of any major incidents President Tshisekedi was declared the winner.

Real estate business

In spite of the majority of economic parties active in DRC expressing great concern about the brutal deterioration of the security situation, TEXAF opted to continue its investment program and to complete the first phase of its "Bois Nobles" real estate project.

The investments totaled EUR 6.2 m in 2018.

Reports of

the Board of Directors

This project offers a wide range of 1-4 bedroom homes split between apartments and freestanding houses. New exclusive services are proposed in this project: a ready-for-installation fiber-optic network, a water reserve and the general use of LED lighting.

All new homes in this first phase, which were put on the market in the fourth quarter of 2018, have been snapped up and their overall annual rental potential is EUR 1.6 m.

in EUR

As a consequence, the group portfolio comprises 287 homes, with a total rental surface area of 57,000 square meters, 22,000 square meters of office and commercial space and 36,000 square meters of warehousing.

The occupancy rate was 98% at December 31, 2018.

The group activities were not impacted by the socio-political unrest observed in 2018, with 43% of revenue generated from international institutions and 39% by large companies.

The sites are managed, cleaned and maintained by our teams and accredited partners carefully selected on the basis of their competences.

The "Jardins de Kinsuka" project development studies initiated in 2016 with the assistance of the architectural firm ORG2 (http://orgpermod.com) continued in 2018 with the presentation of a master plan and block diagrams of housing constituting the biggest part of the project. The decision was made to build the first prototypes of these homes on the Kinsuka site in 2019.

In 2018 real estate revenue increased from 3% to EUR 17.3 m, as the new "Bois Nobles" subdivision only impacted the final months of the financial year.

281 homes and 20,000 m2 of office space 98% rented.

The recurring operating result fell by 2.5% to EUR 8,638 k, after an increase in the maintenance costs of the concession and the costs of ensuring the legal security of the properties.

After a non-recurring pre-tax result of EUR 1.412 k on the cashed in part of the expropriation indemnity due by the DRC was taken into account, the operating result was EUR 10,016 k (+13%) and the result before deferred taxes was EUR 7,224 k (+215%).

The net result (share of the group) increased by 73% to EUR 13,148 k, after a remeasurement of deferred taxes. The pending reduction in the DRC tax rate (35% to 30%) and the divergence of the exchange rate of the Congolese franc and the tax reevaluation coefficient for fixed assets result in a reduction in deferred taxes.

A new contemporary design district, Bois Nobles.

REAL ESTATE OPERATING RESULT TREND

Results of the real estate business

REAL ESTATE (EUR k)	2014	2015	2016	2017	2018	Diff.
Revenue from ordinary activities	13,588	14,534	15,268	16,730	17,305	3.4%
Recurring operating result	7,247	6,183	7,952	8,861	8,638	(2.5%)
Operating result*	7,204	5,679	8,100	8,861	10,016	13.0%
Result before deferred taxes	5,522	3,779	5,764	6,141	7,224	17.6%
Net result (share of the group)	4,117	4,256	6,249	7,604	13,148	72.9%

* The classification of charges by sector has been refined compared with previous financial years.

CARRIGRÈS sandstone quarry

Major restructuring was quickly implemented after a very poor 2017.

Although conditions continued to be tough in 2018, not least due to the absence of financing for infrastructure projects, the quarry was able to increase its sales in volume by 30% to 133,000 tons, but at lower average sales price.

Revenue from ordinary activities increased by almost 2% to EUR 1,612 k.

A major cost reduction program reduced the recurring operating loss by 71% to EUR -261 k.

After taking account of the sale at a gain of an unused asset, there was an operating loss of EUR -109 k, compared with EUR -4.454 k in 2017 (which was affected by an exceptional depreciation on the deposit).

The result before deferred taxes and the net result (share of the group) returned to profit at EUR 248 k and EUR 335 k respectively.

CARRIGRES OPERATING RESULT TREND

CARRIGRES (EUR k)	2014	2015	2016	2017	2018	Diff.
Revenue from ordinary activities	5,327	5,071	3,266	1,584	1612	1.8%
Recurring operating result	1,073	1,451	178	(894)	(261)	(70.8%)
Operating result*	847	1,359	98	(4,454)	(109)	(97.6%)
Result before deferred taxes	844	1,407	616	(3,954)	248	n.s.
Net result (share of the group)	919	1,554	638	(2,762)	335	n.s.

* The classification of charges by sector has been refined compared with previous financial years.

Holding

The expenses of the holding company, which include the expenses of the Brussels office and those related to the consolidation of the financial statements and the stock market listing, are presented separately to those of the real estate business.

They total EUR 1.2 m, which is higher than in 2017, after taking account of a provision for variable remuneration.

Sandstone sales +30% in volume

HOLDING (EUR K)	2014	2015	2016	2017	2018	Diff.
Revenue from ordinary activities	12	43	5	0	0	n.s.
Recurring operating result	(1,384)	(1,149)	(1,176)	(947)	(1,208)	27.6%
Operating result*	(1,384)	(1,149)	(2,018)	(997)	(1,208)	21.2%
Result before deferred taxes	(157)	(186)	(1,228)	(96)	(351)	265.8%
Net result (share of the group)	(351)	(354)	(1,432)	(300)	(573)	91.1%

* The classification of charges by sector has been refined compared with previous financial years.

Sandstone quarry.

Consolidated result

The recurring operating result increased by 2% to EUR 7.2 m.

After taking account of non-recurring operating items, which mainly (EUR 1.4 m) relate to the gain recognized on the occasion of the first two payments of an expropriation, the operating result increased to EUR 8.7 m and the net result increased to EUR 12.9 m (share of the group).

This net result was increased to a large extent by the reductions in deferred taxes, which totaled EUR 5.8 m. Deferred taxes are provisions for possible future taxes that are only recognized in the consolidated accounts under IFRS.

The larger part of these deferred taxes relate to latent gains on the group's real estate portfolio in DRC (including the Carrigrès deposit). This provision was substantially reduced in 2018 due, on the one hand, to a difference between the depreciation of the Congolese franc and the reevaluation coefficient authorized by the DRC tax authorities and, on the other, a reduction in the corporate tax rate in DRC from 35% to 30%.

EUR k	2014	2015	2016	2017	2018
Revenue from ordinary activities	18,927	19,648	18,392	18,208	18,869
Other recurring operating income	1,167	1,451	1,844	1,493	1,423
Recurring operating expenses	(10,076)	(11,501)	(10,496)	(9,663)	(10,180)
Recurring EBITDA	10,019	9,598	9,740	10,038	10,111
% of turnover	50%	45%	48%	51%	50%
Depreciations	(3,080)	(3,112)	(2,787)	(3,018)	(2,943)
Recurring operating result	6,939	6,486	6,953	7,020	7,168
% of turnover	35%	31%	34%	36%	35%
Non-recurring operating items	(271)	(597)	(774)	(3,610)	1,531
Operating result	6,668	5,889	6,179	3,410	8,699
Financial expenses	(593)	(470)	(754)	(1190)	(438)
Results before tax (from continuing operations)	6,081	5,423	5,428	2,220	8,261
Current taxes	322	(255)	(73)	75	(1,140)
Result before deferred taxes	6,403	5,168	5,355	2,295	7,121
% of turnover	32%	24%	26%	12%	35%
Deferred taxes	(1,610)	282	101	2,255	5,811
Net result after tax	4,793	5,450	5,456	4,550	12,932
Consolidated net result (share of the group)	4,685	5,456	5,454	4,542	12,909
BY SECURITY
Recurring operating result (in EUR)	1.96	1.83	1.96	1.98	2.02
Operating result in EUR	1.88	1.66	1.74	0.96	2.45
Consolidated net result (share of the group) in EUR	1.32	1.54	1.54	1.28	3.64
Number of outstanding shares	3,543,700	3,543,700	3,543,700	3,543,700	3,543,700

The alternative performance indicators are defined on page 113

CONSOLIDATED RESULT

RECURRING EBITDA as a % of revenue from ordinary activities

Recurrent operating result: stable

The alternative performance indicators are defined on page 113

Consolidated statement of comprehensive income

EUR k	2014	2015	2016	2017	2018
Result for the financial year	4,792	5,450	5,456	4,550	12,932
Variations (after tax) in revaluation reserves			117	0
Variations (after tax) in pension provisions		(126)	(16)	(52)
COMPREHENSIVE INCOME	4,792	5,324	5,557	4,498	12,932
ALLOCATED TO:
TEXAF shareholders	4,685	5,330	5,549	4,490	12,909
By security	1.32	1.50	1.57	1.27	3.64
Minority interests	107	(6)	8	8	23

Consolidated balance sheet (before appropriation of the result)

The structure of the balance sheet changes slowly except for the deferred taxes under liabilities, which fell by EUR 5.8 m as explained above, in favor of equity.

Otherwise, the low debt ratio on the balance sheet is remarkable for a company mainly active in real estate. Financial debt* net of cash and cash equivalents was EUR 2.1 m as at December 31, 2018, or 2.3% of equity, compared with EUR 5.6 m at the end of 2017.

EUR 5.8 m reduction in deferred taxes

The alternative performance indicators are defined on page 113

					December 31
EUR k	2014	2015	2016	2017	2018
ASSETS
NON-CURRENT ASSETS	97,344	103,995	107,866	109,125	112,236
Property, plant and equipment	14,878	14,830	13,728	9,955	9,658
Investment property	81,644	87,880	93,867	99,100	102,347
Intangibles	32	43	41	23	15
Other financial assets	790	1,242	230	47	217
CURRENT ASSETS	13,129	16,395	13,156	11,129	12,296
Assets available for sale	1,180	1,180	1,180	0	0
Stocks	5,026	6,584	4,905	4,769	4,948
Receivables	1,226	1,491	1,114	1,469	692
Tax assets	731	1,190	1,518	919	807
Cash and cash equivalents	3,984	5,461	3,911	3,674	5,564
Other current assets	982	489	528	298	285
TOTAL ASSETS	110,473	120,390	121,022	120,254	124,531

LIABILITIES
EQUITY	70,964	74,587	78,099	80,167	90,213
Capital	21,508	21,508	21,508	21,508	21,508
Group reserves	49,136	52,765	56,278	58,338	68,361
Minority interests	320	314	313	321	344
NON-CURRENT LIABILITIES	31,211	34,531	32,240	30,716	23,426
Deferred tax liabilities	22,215	21,866	21,756	19,810	13,999
Other non-current liabilities	8,996	12,665	10,484	10,906	9,427
CURRENT LIABILITIES	8,298	11,272	10,683	9,371	10,892
Liabilities associated with assets available for sale	337	337	337	0	0
Other current liabilities	7,961	10,935	10,346	9,371	10,892
TOTAL LIABILITIES	110,473	120,390	121,022	120,254	124,531

A net financial debt of scarcely 2.3% of equity

Cash flow

There was a clear increase in operational cash flow (+35%), thanks, on the one hand, to the first payment of USD 1 m for an expropriation and, on the other, an improvement in working capital.

This enables the financing of the investments in the financial year (EUR 6.2 m), a 20% higher dividend (EUR 2.9 m) and a reduction in debt (EUR 1.6 m).

This is in line with the long-term policy of the group to reinvest its operating cash flow, as shown in the table below.

Dividend

The Board proposes to the General Meeting a dividend of EUR 3,442,451 or EUR 0.97 (EUR 0.68 net) per share, an increase of 19.3%.

Dividend : +19.3% multiplied by 5 in 10 years

SOURCE OF FUNDS	2014-2018 (IN EUR K)		USE OF FUNDS
Cash flow from operating activities *	53,587	51,966	CAPEX **
Divestments	2,507	11,411	Tax
Increase in debt	2,718	10,331	Dividends
Decrease in cash and cash equivalents	1,150
Increase in capital **	13,746
TOTAL	73,708	73,708	TOTAL

(*) Net of tax

(**) Including the contribution in kind of 50% of Immotex

EUR K	2014	2015	2016	2017	2018
Cash and cash equivalents at the beginning of the year	7,216	3,984	5,461	3,911	3,674
Cash flow from operating activities after tax	6,229	6,774	8,331	8,704	8,892
Change in need of working capital	14	45	335	2	2,850
Cash flows from operating activities	6,243	6,819	8,666	8,706	11,742
Investments	(8,556)	(9,418)	(7,441)	(6,625)	(6,180)
Divestments	1,230	17	292	204	764
Cash flows from investment activities	(7,326)	(9,401)	(7,149)	(6,421)	(5,416)
Dividends	(1,275)	(1,701)	(2,039)	(2,430)	(2,886)
Changes in debts	(374)	5,762	(1,028)	(92)	(1,550)
Cash flows from financing activities	(1,649)	4,061	(3,067)	(2,522)	(4,436)
Net increase (decrease) of cash and cash equivalents	(2,732)	1,479	(1,550)	(237)	1,890
Value adjustment, translation differences and changes in scope	(500)	(2)	0	0	0
Cash and cash equivalents at year's end	3,984	5,461	3,911	3,674	5,564

Events after the reporting period

There were no significant events after the reporting period.

Statement of risk

The Board of Directors wishes to point out that the company's assets are located in the DRC and that the specific environment of the country entails certain risks. There is a lack of governance in DRC. Accounts were drawn up cautiously, based on the assumption of stability in the social-economic and regulatory environment.

TEXAF, whose reference currency is the euro, holds stakes in other companies transacting in foreign currencies (USD and Congolese franc), so the business is exposed to exchange risks. The group does not use hedging instruments as the terms are unpredictable. However, this risk is limited, given the low proportion of these transactions in foreign currencies.

A more detailed presentation of the risks the group may be exposed to is provided on page 67.

Performance criteria

TEXAF expects to achieve the performance targets in relation to the risk factor of its environment. Real estate and industrial investment projects must fulfil an internal yield criterion greater than the one used by financial companies active in more stable regions. These criteria are reviewed against the development of this environment.

Statement of corporate governance

The statement of corporate governance (see below) is an integral part of the consolidated management report.

Statement of responsibility

We hereby confirm that, to the best of our knowledge, the consolidated financial statements prepared in accordance with applicable accounting standards, faithfully represent the financial situation and the results of the company and the undertakings included in this consolidation and that the management report gives a faithful account of the development of business, the results and the situation of the company and the undertakings included in the consolidation as well as a description of the main risks and uncertainties it faces.

In the name of and on behalf of the Board of Directors

Jean-Philippe Waterschoot CEO

CORPORATE GOVERNANCE

Adherence to the Corporate Governance Code

The Board regularly examines the compliance of the contents of the charter with applicable laws and regulations. The current version of the charter was approved on November 15, 2017.

This charter confirms the adherence of TEXAF to the Belgian Corporate Governance Code (2009), its principles and virtually all of its guidelines. Some departures are justified due to the size of TEXAF, that is the non-executive directors did not meet without the executive directors (article 4.1) and there are no internal rules for the executive management (article 6.1).

The Board has also adopted the charters of the Audit Committee and the Remuneration and Nomination Committee.

The full text of the Governance Charter is available on the website at www.texaf.be.

The governance report in this 2018 annual report is an integral part of the management report.

Some of the management team in DRC.

Composition of the Board of Directors

PHILIPPE CROONENBERGHS (1950)

Term of office ends 2021

President, non-executive

After graduating from University of Antwerp (UFSIA) with a master's degree in applied economic sciences, Philippe Croonenberghs began his career with a three-year posting in Iraq after completing his military duty as a special forces officer. He joined TEXAF in 1985. Put in charge of investments by the shareholder Cobepa, he fulfilled various directorships between 1992 and 2002 within companies such as Ibel, Zénitel, Uco, Aon and Fortales. In 2002, he organized an MBO of TEXAF and, on his initiative and under his direction, TEXAF reoriented its business model, abandoning the heavily loss-making textile business in favor of a real estate business. He has been CEO of TEXAF for 20 years and chairman of the Board since 2017.

DOMINIQUE MOORKENS (1948)

Term of office ends 2020 Vice-president, non-executive

Dominique Moorkens began his career within the Alcopa family group as an automobile dealership manager. He took over as director in 1981 and in this role he restructured the group, based on the principles of good governance. The Alcopa group, of which he was CEO and chairman of the board for very many years, is active in the distribution of two- and four-wheeled vehicles. It has turnover exceeding EUR 2 billion, generated in Europe and internationally. The group employs more than 2,300 people.

Dominique Moorkens is also a director of Carmeuse, and chairman of the board of Coprem and Connect Group. He is involved in numerous organizations dedicated to philanthropy and entrepreneurship; chairman of the Board of Pulse Foundation as well as Mékong Plus. He is honorary consul of the Republic of Korea.

HERMAN DE CROO (1937)

Term of office ends 12-31-2018

Vice-president, non-executive Honarary director since January 1, 2019

Herman De Croo is a minister of state. He has been a director since 1981. His successive terms of office have been interrupted by ministerial appointments. He is honorary mayor of Brakel, East Flanders, Belgium. Herman De Croo was president of the House of Representatives for eight years. He is chairman of CRE-AC, the Research and Expertise Center for Central Africa, chairman of the European Transport Safety Council, founder and chairman of the Veteran Cars Museum Autoworld and chairman of the Cardiological Foundation Princess Lilian. He has been a member of the Flemish Parliament since 2014.

Herman De Croo has a law degree from Université libre de Bruxelles (ULB). He taught at the University of Chicago (Law School), ULB (public law) and the Vrije Universiteit Brussel (VUB) (Common Law and Civil Law). He is the author of a very large number of publications. 167 scientific contributions, including six books – two thick autobiographies – and several hundred parliamentary reports. Herman De Croo is very familiar with the Congo, having visited the country on numerous occasions.

VINCENT BRIBOSIA (1960),

representative of Chanic s.a. Term of office ends 2023

Independent

Vincent Bribosia has an MA in Law (Université de Liège) and a master's degree in management from CEPAC (ULB). He has also followed executive education programs at the London School of Economics and Harvard Business School. He joined TEXAF from the Suez-Société Générale de Belgique group where he held various positions, including chief of staff of the CEO, Gérard Mestrallet. He was secretary and member of the Management Board of Société Générale de Belgique and a director of numerous companies, including Finoutremer s.a., Chanic s.a. as well as several unlisted companies. He was also on the staff of the minister for employment (1983-86). In 2000 Vincent Bribosia acquired Suez-Société Générale de Belgique group's stake in Chanic and is now its chairman.

CHARLOTTE CROONENBERGHS (1989)

Term of office ends 2021

Non-executive

Charlotte Croonenberghs is a Master of Laws (Leuven). After various traineeships (Alpro, Beiersdorf), including four months in the political and economic section of the Belgian Embassy in Bangkok, she gained a master's degree in European business (MEB), graduating magna cum laude from ESCP Europe (Paris and London). She is currently group marketing manager at L'Oréal. She is the daughter of Philippe Croonenberghs.

CHRISTOPHE EVERS (1960)

CFO, Executive

After graduating in business engineering at Solvay Brussels School (ULB), Christophe Evers began his career at Umicore. In 1989 he joined Cobepa, where he became CFO and joined the executive committee. In 2001 he joined the executive committee at bpost, with responsibility for Business development, real estate and all non Mail and Retail activities. From 2004 to 2010 he was a partner at Drakestar Partners, an investment bank specialized in technology. Christophe Evers is a professor at the Solvay Brussels School and author of several publications.

Term of office ends 2021

MICHEL GALLEZ (1958)

Term of office ends 2021 Non-executive

A graduate of the Ecole Pratique des Hautes Etudes Commerciales in Brussels, he has a long experience in textiles in Africa. He was first seconded to Kinshasa by the British group Tootal Textiles as financial manager of CPA Zaire and, in 1994, he worked in the Cha group, for which he set up a distribution channel for textile products throughout Africa; he held various posts as financial and general manager and sat on the board of several group companies. He was the last general manager of Congotex and is currently executive director of United Nigerian Textiles, the largest group of textile factories in Nigeria.

DANIELLE KNOTT (1968)

Term of office ends 2021

Independent

Danielle Knott was born in Kinshasa. She is a Master of Laws, graduating cum laude from the Université Libre de Bruxelles, and holds an MBA from the Ecole de Perfectionnement en Management. She was an attorney at law for five years, before joining the Carmeuse Group in the human resources department. Danielle Knott is currently heading this department. Alongside this responsibility in Europe and North America, she is in charge of various assignments entrusted to her by the CEO of Carmeuse. Danielle Knott recently took over the management of a new business unit created in Groupe Carmeuse, in addition to her human resources responsibilities.

PASCALE TYTGAT (1960)

Term of office ends 2021

Independent

A business engineering graduate of Solvay (1983) and IFRS-certified from Université Catholique de Louvain (2005), Pascale Tytgat is statutory auditor (1990). She is founding managing partner of BST Réviseurs d'Entreprises (1991). She has sat on the qualification examination jury of the Institute of Statutory Auditors of Belgium since 2006 and was a member of its Quality Control Commission for 20 years (1995- 2016). She has also accomplished many financial expertise assignments in Belgium and France.

JEAN-PHILIPPE WATERSCHOOT (1963)

Term of office ends 2023

Executive, CEO (from May 9, 2017)

A civil engineer who graduated from the Faculty of Applied Sciences at Université libre de Bruxelles (ICME 88), Jean-Philippe Waterschoot began his career at the TEXAF group in Lubumbashi in 1989. He held various operational posts at the UTEXAFRICA textile factory, and was its managing director up to the time when the textile branch merged with Congotex. He is director of the National Business Federation of Congo, director and permanent representative of the CBL-ACP Chamber of Commerce, vice-president of the Belgo-Congolese CCBCL Chamber of Commerce, director of several non-profit and business associations in DRC and Advisor in Economic Diplomacy with the Belgian Embassy in Kinshasa. He is an Officer of the Order of Leopold.

ALBERT YUMA MULIMBI (1955)

Term of office ends 2023

Non-executive

Holding a master's degree in applied economics from UCL, since 1983 Albert Yuma has held positions at all administrative levels at UTEXAFRICA until he was appointed managing director, a post he shared with Jean-Philippe Waterschoot until June 2015. An influential figure in the DRC, Albert Yuma is chairman of the Congolese Employers' Federation (FEC), director of the Congolese Central Bank and chairman of its Audit Committee, as well as chairman of Gécamines. He sits on the council of the International Labour Organisation in Geneva and is vice-president of the International Organisation of Employers (IOE). He is a director of the Belgo-Congolese Chamber of Commerce. He is a Commander of the Order of the Crown.

The Board of Directors is composed of 10 directors, of which three are independent directors, two are executive directors and eight are non-executive directors (which includes the independent directors).

The directors are appointed for a term of four years.

New concession in the city.

Working of the Board of Directors

The Board of Directors met five times in 2018.

The list of individual director attendance is as follows:

█	Vincent Bribosia	4	80%
█	Charlotte Croonenberghs	4	80%
█	Philippe Croonenberghs	5	100%
█	Herman De Croo	5	100%
█	Christophe Evers	5	100%
█	Michel Gallez	3	60%
█	Danielle Knott	3	60%
█	Dominique Moorkens	5	100%
█	Pascale Tytgat	5	100%
█	Jean-Philippe Waterschoot	5	100%
█	Albert Yuma Mulimbi	2	40%

Any absence of a director was for pressing reasons. Their opinions on the key items on the agenda were obtained before the meeting in question.

In the course of its meetings, besides the minutes of the Audit and Remuneration and the Nomination Committee, the Board dealt with:

█ Topics relating to its legal obligations, such as the preparation of financial statements, the annual report, the interim report and the preparation of the General Meetings;
█ Analysis and application in the company of the IAS/IFRS rules;
█ Various planned investment projects;
█ Development of the Kinsuka site;
█ Management of the real estate portfolio;
█ Monitoring of CARRIGRES and I-FINANCE;
█ Improvement of the various aspects of governance;
█ Legal and physical securing of the group's assets in DRC;
█ Strengthening the teams and ensuring their safety;
█ Monitoring and analyzing risks;
█ Medium-long-term budget and strategic plan;

All decisions were passed unanimously

Committees of the Board of Directors

AUDIT COMMITTEE

The Audit Committee is formed of Ms. Pascale Tytgat, chair, and Messrs. Philippe Croonenberghs and Dominique Moorkens. The Audit Committee met three times in 2018.

The work of the Audit Committee was focused on:

█ Closing the 2017 financial year;
█ Information on the fair value of investment properties;
█ Establishing the interim situation on June 30, 2018;
█ Monitoring the special valuation rules, particularly with regard to IAS/IFRS standards and amendments thereto;
█ The problem of deferred taxes; █ Monitoring the financial communications;
█ Defining the APMs;
█ Transition of the position of compliance officer;
█ Monitoring internal control and risk management including the risk matrix;
█ Managing an internal audit on the costs of construction;
█ Updating the accounting tools and procedures;
█ Relations with the external auditor;
█ Formalities of a transaction subject to article 523 Companies Code;
█ Anticipation of 2018 closure topics.

REMUNERATION AND NOMINATION COMMITTEE (RNC)

The RNC is formed of Ms. Danielle Knott, chair, and Messrs. Vincent Bribosia* and Philippe Croonenberghs. Dominique Moorkens chaired the RNC until May 9, 2017. He is a standing invitee.

The work of the RNC was focused on making recommendations on the following:

█ Reviewing the remuneration of the CEO;
█ Setting the variable remuneration of executive management;
█ Examining the appropriateness of changing the composition of the Board of Directors;
█ Setting up a senior management search in a succession planning context;
█ Strengthening the teams in DRC.

Process of assessing the Board of Directors

The Board regularly assesses its own performance and the performance of its committees and individual directors. To this end, it uses the toolkit provided by Guberna, the institute of directors. In 2017 the whole Board met in Kinshasa for four days, primarily to work in more depth on its performance.

Auditor

Deloitte, Réviseurs d'Entreprise SCCRL, represented by Pierre-Hugues Bonnefoy (May 2016-May 2019).

Management

█ Jean-Philippe Waterschoot, CEO
█ Christophe Evers, CFO
█ Hubert de Ville Goyet, finance manager, TEXAF and compliance officer

Risk management and internal control systems

The Board of Directors is responsible for maintaining appropriate internal control and risk management systems, bearing in mind the working of the group and the environment in which it operates. The main goal of these systems is to ensure, with a reasonable degree of certainty, that the Board of Directors is informed in good time of advancements in the realization of the strategic, financial and operational targets of the group, that the financial and non-financial reports are reliable, that the assets of the group are protected and that the liabilities are identified and managed.

The Audit Committee, on behalf of the Board of Directors, monitors the risks and controls and reports its observations to the Board of Directors.

RISK MANAGEMENT

Management identifies and analyzes the risks, which are discussed in the Board of Directors, and their management is assessed by the Audit Committee. The Board of Directors is composed, among others, of an executive member and two non-executive members active in DRC. These assess the main inherent risks of the group and report to the Board.

A summary of the main risks identified is provided from page 67.

INTERNAL CONTROL

The group has implemented a set of policies and procedures to ensure, as far as possible, the rigorous and effective management of its assets, the protection of its portfolio and the quality of information.

The consolidated subsidiaries draw up a consolidated budget every year in compliance with IFRS standards, as well as operating budgets for each legal entity, which serves as a basis of comparison for the year under review. Ir also draws up the detailed monthly accounts with new projections for the ongoing year. These accounts are analyzed by the CEO and the CFO, and commented on by the Board of Directors. The parent company receives the accounts of the subsidiaries every month.

Disputes are monitored by the legal manager based in DRC, who makes regular reports to the Board of Directors.

The double signature principle is applied in the group systematically.

The internal control measures are constantly reviewed and improved, with procedures defined and some tasks automated.

INTERNAL AUDIT

In 2018, an external consultant was tasked with conducting an internal audit of the construction costs. Various recommendations were made, and gradually acted upon by management.

Conflicts of interest and transactions by insiders

The Board of Directors was called upon to pronounce upon one conflict of interest in 2018 and recorded the following in its minutes:

"A company linked to Albert Yuma, director of Texaf SA made an offer for a developed site belonging to Carrigrès; Mr. Yuma therefore states that, in this matter he has an interest of a financial nature contrary to that of the company.

In the absence of Mr. Yuma, the Board examined this offer in compliance with article 523 Companies Code. It established that:

█ This asset is a long way from the quarry, is not used for operations and does not bring in revenue.
█ A valuation report was drawn up on September 3, 2018 by an independent assessor, well established in Kinshasa and, in fact, a regular service provider of the group, valuing it at USD 240,000.
█ A person who had a right of first refusal on this asset waived this right.
█ This sale generates a pre-tax gain of EUR 148,000, consolidated and added to the cash and cash equivalents of Carrigrès.

The Board then decides to sell this asset to the company linked to Mr. Yuma for USD 240,000."

The following transactions in TEXAF shares were conducted by the following persons in 2017:

█ On July 18, Jean-Philippe Waterschoot sold 5,000 shares for EUR 146,544 on book
█ On November 16, Christophe Evers sold 3,800 shares for EUR 106,400 off book.
█ On November 16, Christophe Evers sold 2,800 shares for EUR 84,000 off book.
█ On November 16, S.F.A. (linked to Philippe Croonenberghs) bought 2,800 shares for EUR 84,000 off book.

Aspects that could have an impact on a public offer

There is only one class of shares and there are no restrictions on the transfer of shares or the exercise of the voting right.

No right of the company would be withdrawn and no obligation would be introduced in the event of a change of control.

The company no longer has any authorized capital.

On August 23, 2018 the company declared to the FSMA (art. 74 OPA law):

TOTAL SHARES ISSUED	3,543,700	100%
Holders:
Société Financière Africaine	2,212,765	62.42%
Middle Way Ltd	354,370	10.00%

Société Financière Africaine is controlled by Chagawirald SCS, which in turn is controlled by Philippe Croonenberghs.

Middle Way Ltd is wholly owned by Member Investments Ltd. The ultimate beneficiary of Members Investments Ltd is CCM Trust (Cayman) Ltd, a trust of the Cha family in Hong Kong.

MANAGEMENT TEAM

CHRISTOPHE EVERS CFO

PAULO BARRIL Commercial manager of Carrigrès

JESSICA DE LAVELEYE Commercial manager of real estate

YOLANDE NIMY Communication attaché

HILARION MWAYESI Operations manager of Carrigrès

OLIVIER PIROTTON Financial manager

ROGER AKALA Human resources manager

SÉBASTIEN HETUIN Construction manager

HUBERT DE VILLE Financial manager TEXAF and Compliance Officer

YOANN PETIT Project manager

MONINA KIADI General counsel

OLIVIER POLET Technical manager of real estate

REMUNERATION AND NOMINATION COMMITTEE (RNC) REPORT

Nominations

No term of office expired on the date of the General meeting of May 8, 2018.

In consultation with Herman De Croo, he was released from his position at December 31, 2018 in compliance with the law to ensure the presence of women on the board of directors of listed companies (Law of July 28, 2011).

However, Herman De Croo will continue to attend the meetings of the Board as a guest at least until the initial expiration of his term of office in May 2019.

The Board decided to grant him the title of honorary director.

Non-executive directors

The remuneration of the executive and non-executive directors of TEXAF is reviewed on an annual basis by the RNC before being submitted to the Board of Directors. The remuneration report is approved by the General Meeting. Some proposals are the exclusive responsibility of the General Meeting (see below).

REMUNERATIONS AND OTHER BENEFITS

The remuneration rules and gross amounts of non-executive directors are as follows:

█ A fixed part of EUR 12,000 per non-executive director per year paid during the period in which the director was in office;
█ A supplement of EUR 6,000 to the chairman, EUR 5,000 to the chairman of the Audit Committee and the chairman of the RNC;
█ An attendance fee of EUR 1,000 per meeting of the Board or Committee.
█ The executive directors are not remunerated, with the exception of their executive duties.

Messrs. Gallez and Yuma have waived their remuneration.

The company has taken out insurance to cover the activities of the members of the Board of Directors as part of their duties.

The duties of the non-executive director do not attract variable remuneration, stock option rights or an extra-legal pension plan.

However, on the proposal of the RNC, the Board of Directors, in acknowledgement of the temporary discrepancy between the (investment) decisions and the ensuing results, has decided that Philippe Croonenberghs, who is no longer an executive director (CEO) as of May 9, 2017, will continue to benefit from variable remuneration on the basis of the same calculation as for the executive directors, albeit in accordance with the following graduated scale: 100% on the 2017 result, 75% on the 2018 result and 25% on the 2019 result. The calculation method is explained below in the section on the remuneration of executive directors. The basic tranche for calculating his variable remuneration is EUR 22,500. He continues to benefit from a company vehicle.

In 2018, Philippe Croonenberghs waived the part of the variable remuneration relating to a gain from the sale of a site.

On the other hand, the rule that the RNC must be composed of a majority of independent directors excludes the nomination of Dominique Moorkens. Bearing in mind his competence in this field, the Board of Directors wanted him to attend the meetings as a standing invitee and he will be remunerated in the same way as the members of the RNC.

IN EUR	Fixed remuneration (gross)	Attendance fee (gross)	Variable remuneration (gross)	Total remuneration (gross)
Chanic s.a. represented by Vincent Bribosia	12,000	5,000	-	17,000
Herman De Croo	12,000	5,000	-	17,000
Charlotte Croonenberghs	12,000	4,000	-	16,000
Philippe Croonenberghs	18,000	12,000	58,810	88,810
Michel Gallez	0	0	-	0
Danielle Knott	17,000	5,000	-	22,000
Dominique Moorkens	12,000	13,000(1)	-	25,000
Pascale Tytgat	17,000	9,000	-	26,000
Albert Yuma	0	0	-	0

SUMMARY OF THE REMUNERATION OF THE NON-EXECUTIVE DIRECTORS IN 2018

(1) Including three RNC attendance fees with regard to the financial year 2017

Executive directors

The remuneration policy for executive directors gives priority to the variable part of the remuneration over the fixed part, which has changed little over the past several years. The calculation formula for variable remuneration means that it is likely to exceed one quarter of the annual remuneration. Furthermore, bearing in mind the regular growth in the results, the criteria for this variable remuneration are not smoothed out over periods of two to three years. As a consequence, in accordance with article 14 of the law of April 6, 2010 (the corporate governance law), this variable remuneration must be explicitly approved by the General assembly when it exceeds one quarter of the fixed remuneration.

The formula for calculating the variable remuneration is based on the advancement of two components of the consolidated result compared with the previous year:

█ recurring operating result;
█ result before tax.

The total amount of the variable remuneration is calculated on the basis of the results of these two components.

The Board may decide, on the proposal of the RNC, to eliminate the non-recurring items the managers have no impact on from these components.

The executive directors are as follows: Jean-Philippe Waterschoot (CEO) and Christophe Evers (CFO)

Jean-Philippe Waterschoot is CEO since May 9, 2017.

Jean-Philippe Waterschoot (CEO) lives in DRC. He is contracted as an employee and, as well as his fixed salary, he is granted the benefits generally granted in expatriate or similar contracts. His employer cost, comprising these benefits and the work performed and remunerated outside of DRC, was valued overall at EUR 340,477 in 2018.

The termination benefits are calculated in accordance with the applicable regulations in DRC.

In 2018, the rise in the employer cost for Jean-Philippe Waterschoot was estimated at EUR 4,623.

For the year under review, the variable remuneration of the CEO is calculated on the basis of the formula set out above, with the following parameters:

█ The average of the two components gives right to a basis fixed bonus of EUR 20,000 when this component is higher than it was the year before
█ and a supplementary bonus of EUR 3,000 per % improvement.

In 2018, the application of the formula gives him the right to variable remuneration of EUR 120,310.

Christophe Evers (CFO), a self-employed director, benefits from annual remuneration of EUR 155,000 and a life insurance and an income loss insurance in the total amount of EUR 29,996. He is entitled to a termination penalty equal to one year's remuneration.

For the year under review, his variable remuneration is calculated on the basis of the formula set out above, with the following parameters:

█ The average of the two components gives right to a basis fixed bonus of EUR 15,000 when this component is higher than it was the year before
█ and a supplementary bonus of EUR 3,000 per % improvement.

In 2018, the Nomination and Remuneration Committee also proposed granting him EUR 30,000 for an exceptional performance, consequently under these rules he was entitled to variable remuneration of EUR 120,232.

If an error is observed in the accounts, the rectification is charged to the next variable remuneration.

The company has not granted any shares or options to the executive directors.

The RNC is looking closely into remuneration that attracts executive directors in the long term (stock options or pension funds) in addition to the variable remuneration linked to annual performance.

Salaried employees

The salaried employees of Texaf SA were granted a bonus for the quality of the work performed, specifically for the closing of the accounts, the equivalent of two months' gross remuneration valid for fiscal year 2018, that is EUR 3,788 (vs. EUR 15,064 in the previous financial year).

IN EUR	Employer cost	Variable remuneration	Pension plan	Company vehicle	Total
CEO	340,477	120,310	In accordance with DRC law	Yes	460,787

CFO 155,000 120,232 29,996 Yes 305,228

SUMMARY OF THE REMUNERATION OF THE EXECUTIVE DIRECTORS IN 2018

03 Corporate social responsibility

CORPORATE SOCIAL RESPONSIBILITY

The TEXAF group supports development projects in the DRC that are not necessarily directly connected to its corporate purpose.

In a spirit of full transparency, in 2012 the TEXAF Board of Directors proposed that the budget allocated to all projects be submitted to the General Meeting.

Every year it reports on the impacts of the group's efforts in this area, which are not necessarily financial in nature.

In 2018 the group supported the same five projects that it has supported for several years now.

█ The goal of the first, Yema Yema, is to improve the quality of life of the inhabitants of Lodja and surroundings in Sankuru. Badly hit by successive wars and pillaging, the area suffers from high unemployment and the accompanying ills (including malnutrition and violence). The project is headed by Pierre-Albert Ngueliele and Béatrice Yseboodt, and is primarily focused on education and training.
█ The second project works to improve health care in DRC, particularly the care of children with serious but curable pathologies through surgery and medical treatment. This project is run by CHIRPA, a NGO formed by Chaîne de l'Espoir Belgique, Chaîne de l'espoir RD Congo and Espoir de Vie.
█ The goal of COMEQUI, the third project, is to give farmers in Kivu the means to start up sustainable development activities to increase their income and meet the needs of their family (sending their children to school and paying for health care).
█ In the fourth project, Ndako Ya Biso, the group supports the work of Jean-Pierre Godding sj. for street children in the Ngaba district of Kinshasa.
█ Lastly, the group is the head sponsor of Kinshasa's main cultural center, Espace Texaf Bilembo, which aims to draw attention to contemporary Congolese artists through temporary exhibitions and to hold workshops for 12-18-year-olds to teach them about their roots (Bilembo is a Lingala word that carries this connotation), the country's agricultural resources and the challenges involved in sustainable development.
█ TEXAF and its majority shareholder have also decided to support the Royal Museum for Central Africa (Africa Museum), which re-opened at the end of 2018 to great international success. TEXAF is donating EUR 30 k per year for three years. The group is specifically sponsor of an AfricaTube room, a digital platform by and for young people to present African cyberspace as a place of creation and exchange without boundaries.

Run by young vloggers, the AfricaTube centre turns the spotlight on the digital Africa of today.

Comequi - 10 years of support for coffee growers www.comequi.org

"The enthusiasm never wanes," the tone is given at Comequi, the charity recently celebrated its first 10 years. Since its formation, the Belgian non-profit organization has been providing rural inhabitants on the banks of Kivu lake with the means to start up sustainable development activities in order to increase their income and improve their quality of life. With success.

This does not affect the work of Comequi in any way. "After ten years, we remain convinced of the relevance of our mission," says chairman Thierry Beauvois. "The projects change, some of them are reoriented, but they retain their impact on the target population."

The same goes for the support for coffee growers. Located at altitude, with a warm and humid climate, the region of Kivu in DRC has the ideal conditions for the production of highquality arabica coffee.

This is the basis of the NGO's activities, which is to encourage small coffee farmers to work their land and build small cleaning stations in the vicinity, which they co-finance. This is done on best practice principles in partnership with local specialists and agricultural cooperatives. Thierry Beauvois explains that there are various aims. "It will reduce the exhausting distances to be walked, speed up transport and so improve the quality and raise the price producers receive."

Coffee cleaning station seen from below.

Other signs of improvement are noticeable at the coffee academy. Opened in 2017, it saw increased attendance in 2018.

While coffee production is at the heart of the NGO, beekeepers are not left behind. A good number of them, mostly coffee growers, follow annual training courses run by a Comequi volunteer and experts in honey production from local charities. The goal is to boost their unproductive apiaries and set up new ones. This has already resulted in a significant increase in the quantity of honey produced, by a factor of 10 for trained beekeepers, which have seen their income rise as a consequence.

The move from subsistence farming to commercial agriculture that is able to feed local markets has brought additional sources of financing. The consequence is the organization of community fields and mechanization. "Thirty farmer associations and eight schools for some 40 hectares currently benefit from the assistance of our agronomist and a tractor for ploughing. They pay for the fuel and the tractor driver themselves." Among others, the associations help vulnerable women to take control of their future together and increase their income so that they can meet the needs of their children.

A win-win partnership

Comequi also has an impact by investing in socio-pedagogic training for local people.

The creation of 1 ha kitchen gardens at the eight schools is worthy of note. At first sight, 1 ha does not seem to be much, but it is hugely symbolic and a godsend for people on the ground. It is both a source of fruit and vegetables for households and school canteens, and a way for families to earn the funds they need to pay school fees. It is also a way of spreading knowledge about growing and harvesting crops.

The NGO is not resting on its laurels, having announced its intention to build three new classrooms at the primary school in Kisinji. The parents will provide the labor, while Comequi will bring the technical knowhow. "Our support must be demanding concerning the participation and engagement of the community to ensure the project stands on its own two feet."

Another idea that is gaining ground is a plantation of drumstick trees (dietary supplement) and sweet wormwood (which is used to fight malaria). The initiative will be integrated into the kitchen gardens and directly linked to the local associations. A partnership is ongoing with IDAY, an international charity that builds constructive dialogue with the local authorities.

After the success of the library at a secondary school in Minerva, which is home to more than 12,000 books, a new toy library opened in 2018. The aim is to entertain and stimulate children with educational and creative toys. Comequi has also set up eight mini-libraries at partner primary schools.

A sorter at the coffee station.

Chirpa - More welcoming hospitals www.chirpa.org

For Bob Lubamba, the manager of Chirpa in the Democratic Republic of Congo, "the synergies between the various partner hospitals have been strengthened in 2018." A rewarding partnership that was followed by structural work at various Congolese clinics. The shared goal was improving the treatment of children with pathologies that require special care.

The founding principles of Chirpa must also be remembered. For more than 10 years, the NGO CHIRPA (Chirurgie Pédiatrique en Afrique) has been helping Congolese pediatricians save children with heart or urological deformities.

A hundred children travelled abroad for surgery with the help of Chaine de l'Espoir-Belgique. A hundred children benefited from palliative or reparatory surgery in Congo, through international missions in association with Congolese doctors.

Everyone hopes that such surgery can be done locally by Congolese surgeons from now on. With that in mind, CHIRPA is also working on transferring skills between the Belgian and Congolese teams, as well as support for a new pediatric surgery and palliative care pavilion at the Ngaliema Clinic in Kinshasa, which is funded by the Congolese government and the former First Lady.

"For several years, the Ngaliema Clinic has hosted regular work meetings of the DR Congo hospital platform, which has 30 members. These meetings are a chance to share trainings and best practice in care management and quality," says Bob Lubamba, of the NGO, one of the founder members.

In 2018 Chirpa partnered with several NGOs, including ULB-Coopération, to provide financing to member hospitals for specific projects aimed at improving the treatment of children with pathologies that require special care.

More than a hundred children have been operated on in DRC.

The synergies and partnerships between "advanced" hospitals such the Ngaliema Clinic and "less advanced" hospitals in pediatric care enable the spread of expertise and training that benefits a growing number of children. Four pediatric projects benefited from this funding in 2018.

At the Kalembelembe national pediatric hospital in Kinshasa, work has been done in the neonatal department, after a fire in 2017 drastically reduced capacity. "The department's electrical power system was made secure, the facilities renovated and part of the damaged furniture replaced," says Bob Lubamba.

Across the provinces

The Ngaliema Clinic has benefited from support to start work on separating Box III of the neonatal department, which will reduce the risk of infection among the especially vulnerable patients housed there. The project has also been supported by the Clinic's risk prevention and management unit, whose manager did a period of work experience in Belgium.

At Bominenge General Hospital in Equator province, major changes have been made to ensure that children are treated in a sanitary area in a decent pediatric department. As the Chirpa managers explains: "Their pediatric department was housed in an old kitchen, so the sanitary conditions were extremely poor and there was a high risk of infection." Work has been done on the shell, the roof and the wall and floor coverings.

Last but not least, in December 2018 the Mbuji-Mayi Pediatric Clinic in Kasaï launched a classroom-based and practical training program for its pediatric staff and ten doctors from other health training courses in the area for the screening and treatment of infant heart malformations. Most of the activities will be held in 2019.

TEXAF BILEMBO - 365 days at Texaf Bilembo

www.texaf-bilembo.org

Dynamism, creativity and education were the daily drivers at Texaf Bilembo in 2018. The contemporary art and cultural center in the Utexafrica compound continues to set its own agenda with a diverse mix of never-before seen activities. A look at last year's standout events with co-founder Chantal Tombu.

The first will be the exhibition "Les derniers bois de Belges". The celebrated Congolese sculptor Hassan Tshamala, whose adze, gouge and chisel have infused the almost century-old trees that line the main avenues of Kinshasa with life again. The general public love the way these trees stumps have been transformed into works of art.

Five other exhibitions, all of them attractive, have been just as successful. It all started with "Libres Pensées" by Francis Mampuya, a major name on the Kinshasa art scene, which ran between April and May 2018. "Francis Mampuya is a powerful architect of peace, construction and reconstruction, who has forged a plastic vocabulary with a strong identity."

In June, the nomadic artist Eliane Candido invited visitors on voyages in an intimate exhibition. His brushwork expresses the emotions experienced on her various journeys.

Sharing is also the theme of the series of canvases of "Génération Wewa", including the illustrations proposed in July referring to the daily life of the Wewa, the motorbike taxis that have clogged up the arteries of the Congolese capital.

This was followed by Dolino's exhibition in September. He is one of the leading lights of Brazilian modernism and his talent was recognized on the occasion of the 196th anniversary of the country's independance.

In November the center also hosted the series work of Babanzanga. "The hyper-realism artist tirelessly sculpts the face of his daughter and wife in light and shadow with very lively, contrasting accessories."

Dancing, painting and theater punctuated the daily life of Texaf Bilembo in April. Not least the impressive festival of dance, which honored several Congolese choreographers, including Jacques Bana Yanga and the Sadi dance company. Not forgetting the private viewing, "Regard/Tasty Bites", of the drawings and paintings of two French artists, Amandine and Colombe. And the stage piece by Attacha Machini,

Children from the compound at the Bana Congo meeting.

Visiting with Chantal Tombu. The Kin'Art Studio is home to a Congolese artist collective.

inspired by Alain Huart's novel "Kivu l'espoir", which tells the touching story of a child soldier and the young woman who he saved from gang-rape. "An astonishing piece of realism and topicality that won the hearts of an audience made up of students and professionals."

Totally new, sometimes even unusual, activities were launched. One of them was "Bo Bazar", a new type of market that was set up at Texaf Bilembo in May 2018, where the exhibitors offered everything imaginable.

A Belgo-Congolese week

The first annual young talents competition was held a month later with the support of CFAO. It was open to Congolese artists younger than 30 in various disciplines. As well as promising a \$2500 prize to the winner, the competition was a perfect opportunity for budding artists to showcase their talent.

"Another of the year's major events was the first edition of Belgian Week in Kinshasa, organized by the Belgo-Congolese-Luxembourg Chamber of Commerce and held at Texaf Bilembo in October 2018."

The aim was to celebrate the partnership between Belgium and Congo in various fields: the business world, the environment, sustainable development, culture, education and Belgian cooperation. The various gatherings and conferences were attended by 800 people.

The NGO Bana Congo had quite an emotional impact on the attendees. These talented youngsters, aged 8-17, traveled from the remote community of Nioki in Mai-Ndombe province for the first time to take the stage in Kinshasa. After enjoying their performance, the audience watched a film showing the experience of these children, as malnutrition patients at Nioki hospital and victims of social discrimination, before meeting Tânia Trindade. The artist shared her musical knowledge with them and helped them develop their self-confidence through singing.

Before ringing in the New Year, the Café des Artistes hosted Michèle Van Vlaesselaer's "Vitrail – Rencontre sous le ficus", a book signing session by the author Barly Baruti and the humorist Kash.

Pierre-Albert Ngueliele speaks with students at ISC Lodja.

Sankuru Yema-Yema - An Haute École in Lodja

Pierre-Albert Nguelele is positive about the achievements of Yema Yema, the non-profit organization he runs, in 2018. Based in Sankuru, Yema Yema promotes the independence of the region's inhabitants, particularly through training. One of the biggest achievements was the opening of a commercial school in association with the local government.

The students in Lodja, Sankuru are now able to follow higher education courses in accounting, marketing, human resource management and executive secretaryship. The new "Haute École de commerce" offers a range of courses to help students build a better future for themselves.

Yema Yema plays a central role in the project alongside the local authorities. "It's a big advancement," says Pierre-Albert Nguelele, who is unable to hide his delight when mentioning the 90 graduates. He hopes their journey will serve as a model for others. "We don't want to break any records, we just want to give people a sense of responsibility and awareness," he adds.

There is a clear reference to this in the name of the NGO, Yema Yema, which means "bit by bit". He set up Yema Yema 12 years ago with his wife Béatrice. "After our studies we had a shared desire to help the people of the DRC, starting in Lodja, where I come from."

It was a bold gamble, given the location of this town in Sankuru, the former province of Kassaï Oriental. Lodja is in the sticks in the middle of the DRC. It is not exactly easily accessible. And the living conditions of the local population are not made easier by issues affecting the availability of electrical power and drinking water. That said, Pierre-Albert and Béatrice Nguelele refuse to be deterred, using the needs of inhabitants as a roadmap.

Bad luck, good heart

There was a clear need for education, which has led to work starting on the construction of a nursery and primary school. "Petit d'Homme". More and more children are enrolling in this school. In 2018 there were 180 on the roll. As for their older brothers and sisters, the population has fallen, as 140 students are enrolled at the "Pierre et Béa" lycée. This is due to many parents moving to the town of Lusambo for work.

But what about the mothers? Mums are not forgotten, as a special training course has been set up just for them, and paradoxically, it's where the chatter is loudest. Pierre-Albert has fun imitating their jubilation at every word correctly pronounced on this literacy course. It shows that all achievements are equally savored at Yema Yema. Twenty-five of the 30 mothers have earned a certificate.

Farming, another sector supported by the association, has again been taken up by the inhabitants of this agricultural region, after having been given up out of a sense of shame.

"We have always worked the land with Béatrice to show people that it can help feed them. We started by growing napa cabbage, which earned us a capital of sixty dollars, the equivalent of two months' wages here, and we invested it in rabbit breeding, which continues to this day," he explains. He also recalls "the working relationship with Texaf, one of our loyal partners, to restart the growing of rice and rubber."

In 2018 Yema Yema could also pride itself on growing its own cacao. This has already given him ideas about making his own biscuits, which we look forward to trying.

2018 was also a satisfying year in terms of health, with the opening of the "diabetes center". It's a place where the disease is demystified. "We talk about all the problems faced by diabetics, day-to-day difficulties, how to adopt the right diet, based on the knowledge of a dietician."

It has to be said that whenever Yema Yema tries to contribute, whatever the topic, the inhabitants never fail to be enthusiastic. That's who Pierre-Albert Nguelele credits with the achievements in 2018.

Pierre-Albert and Béatrice on a visit to the village.

Ndako Ya Biso - The golden shoes of Ngaba www.streetchildrenofkinshasa.com

They don't need boots with studs: they play on sand not grass. The boys of Ndako Ya Biso have plenty of opportunities to play football. And while the facilities are minimal, there is plenty of enthusiasm to make up for that. "You have to let them find their children's spirits," says Jean-Pierre Godding sj., who heads the charity. Since 2004 he has been working hard to give these youngsters back their selfconfidence ahead of a family reunion, based on recreational activities and learning.

Ndako Ya Biso (Our House in Lingala), an initiative of the Chemin Neuf Community, has undoubtedly helped a large number of street children over the past 15 years. Fifty or some children continue to use the various reception centers close the Ngaba roundabout, a popular municipality of Kinshasa. The alarming situation of street children demands an explanation.

"Most of these children find themselves on the street because there is no food at home. They thought they could go out and beg or sell water. But they never went home. To be honest, no one misses them," Brother Jean-Pierre Godding sj. laments. "Others have quite simply been driven out of their home, deemed to be wizards responsible for all the ills in the household."

About forty people and voluntary assistants try to give them back their self-confidence at Ndako Ya Biso. The staff members - social educators, psychologists, legal experts and nurses - put together plans to achieve this.

They start by meeting the basic needs of the newcomers. The reception centers offer various services, including a dormitory, a refectory where meals are served every day and bathroom facilities. They also provide medical care, remedial schooling and even literacy classes.

The charity also runs recreational activities and fun learning sessions. This gives the children the chance to rediscover their innocence. Including football sessions when the boys show off their hot-shot skills. The girls are able to express their creativity in sewing bees. There are also trips outside to discover the natural richness of the DRC.

Activities to banish thoughts of the street violence.

"We try to increase the number of these activities, because we notice that they enable the children to loosen up and tell us about how they felt when they were abandoned to their lot." The stories that come out of them are often unbearable, but they are necessary to bring families back together.

This tallies with the charity's philosophy, which is to return the children to the bosom of their (extended) family. "If they are rejected, one hopes there is an uncle or an aunt they can rely on." In 2018, 256 children were reunited with their family, compared with 209 in 2016. While the results are encouraging, they are preceded by a long process that is never easy. First the children need to learn to trust again, they are interviewed, investigations are made and, after mediation, families are reunited.

Hope in figures

The next step is to give the families the tools they need to get themselves back on track and escape extreme poverty. While it has little in the way of financial resources, the charity works hard to keep an eye on children after they return to their family, to ensure they continue to go to school or college, depending on their age. The figures given by Jean-Pierre Godding sj. are a source of hope.

In 2018, 614 children reunited with their family over the past three years were taking classes in about fifty different schools. They are split between 378 boys and 236 girls, with 409 of them attending primary school and 205 secondary school.

One hundred ninety-five children were enrolled in vocational training in 2018, 109 of them aged over 18 and 86 aged 15-18. Forty-four occupational insertion kits were handed out.

We also note that the number of microcredits given to the guardians of reunified children in 2018, not including one-off grants, was 231, compared with 228 in 2017, which corresponds to almost 20 per month, with an average grant of \$57. Forty rental guarantees were also granted to families in 2018 to help them find a better place to live (compared with 42 in 2016 and 26 in 2017), which corresponds to more than three per month.

"Each family reunification is a battle and a source of hope. A pathway to peace and the future for both the child and the family," says Brother Godding sj.

IFRS consolidated financial statements at December 31, 2018

Consolidated balance sheet
Consolidated income statement
Consolidated statement of comprehensive income
	Consolidated statement of changes in equity
	Consolidated statement of cash flows	p. 62
	Notes to the consolidated financial statements	p. 64

1.	General information	p. 64
2.	Consolidation scope	p. 66
3.	Risk management	p. 67
4.	Significant estimates and accounting judgments	p. 70
5.	Segment information	p. 71
6.	Property, plant and equipment	p. 75
7.	Investment property	p. 77
8.	Intangible fixed assets	p. 81
9.	Stakes in associated enterprises	p. 81
	10. Other non-current financial assets	p. 81
	11. Current assets	p. 82
	12. Share capital	p. 83
	13. Bank loans and other financial liabilities	p. 84
	14. Net financial debt	p. 85
	15. Provisions for other liabilities	p. 85
	16. Pension liabilities and similar benefits	p. 85
	17. Deferred taxes	p. 86
	18. Suppliers and other current creditors	p. 88
	19. Financial instruments	p. 88
	20. Revenue from ordinary activities	p. 90
	21. Employee costs	p. 91
	22. Depreciation allocation	p. 91
	23. Impairments	p. 91
	24. Other operating charges	p. 92
	25. Other operating income	p. 92
	26. Non-recurring items	p. 93
	27. Financial expenses	p. 93
	28. Income tax	p. 93
	29. Result per share	p. 94
	30. Dividend per share	p. 94
	31. Cash from operations	p. 95
	32. Litigation and potential liabilities	p. 95
	33. Commitments	p. 95
	34. Transactions with affiliated parties	p. 96
	35. Remuneration of principal managers	p. 96
	36. Remuneration of the auditor	p. 97
	37. Events after the reporting period	p. 97
	38. Shareholding structure	p. 97

	Summary of the principal accounting policies Report of the auditor	p. 98 p. 107

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated balance sheet

IN EUR k	Note	2016	2017	2018
ASSETS
Non-current assets
Property, plant and equipment	6	13,728	9,955	9,658
Investment property	7	93,867	99,100	102,347
Intangibles	8	41	23	15
Other non-current financial assets	10	230	47	217
		107,866	109,125	112,236
Current assets
Assets held for sale	11	1,179	-	-
Stocks	11	4,905	4,769	4,948
Clients and other debtors	11	1,114	1,469	692
Tax assets	11	1,518	919	807
Cash and cash equivalents	11	3,911	3,674	5,564
Other current assets	11	529	298	285
		13,156	11,129	12,296
TOTAL ASSETS		121,022	120,254	124,531
EQUITY
Parent's shareholders equity
Share capital	12	21,508	21,508	21,508
Reserves		56,278	58,338	68,361
		77,786	79,846	89,870
Minority interests		313	321	344
TOTAL EQUITY		78,099	80,167	90,213
LIABILITIES
Non-current liabilities
Bank loans	13	6,766	6,588	4,268
Post-employment benefits liabilities	16	602	746	791
Deferred tax liabilities	17	21,756	19,810	13,999
Other non-current liabilities		3,116	3,572	4,368
		32,240	30,716	23,426
Current liabilities
Liabilities linked to assets held for sale	11	337	-	-
Bank loans	13	2,152	2,239	3,009
Suppliers and other current creditors	18	3,809	3,297	3,651
Other current liabilities		4,385	3,835	4,232
		10,683	9,371	10,892
TOTAL LIABILITIES		42,923	40,087	34,318
TOTAL LIABILITIES AND EQUITY		121,022	120,254	124,531

The notes constitute an integral part of the consolidated financial statements.

							December 31
IN EUR k	Note		2016		2017		2018
Revenue from ordinary activities	20	18,392		18,208		18,869
Operating charges		(14,308)		(16,291)		(12,252)
Raw materials and consumables			(1,155)		(972)		(1,266)
Changes in inventory			(194)		(151)		171
Personnel	21		(3,466)		(3,430)		(2,839)
Depreciation allocation	22		(2,787)		(3,018)		(2,943)
Impairments	23		(1,018)		(3,328)		557
Other operating charges	24		(5,688)		(5,392)		(5,931)
Other operating income	25	2,095		1,493		1,423
Capital gain on non-current assets	26	3		-		660
Operating result		6,182		3,410		8,699

Financial expenses	27	(767)		(1,190)		(438)
Financial income		13		-		-
Result before tax		5,428		2,220		8,261

Current taxes	28	(73)		75		(1,140)
Result before deferred taxes		5,355		2,295		7,121

Deferred taxes	16	101		2,255		5,811
Net result for the year		5,456		4,550		12,932

Allocated to
Shareholders of the parent company		5,454		4,542		12,909
Minority interests		2		8		23
		5,456		4,550		12,932
Result per share: result allocated to shareholders of the parent company (in euro per share based on the weighted average number of shares)	29
– basis			1.54		1.28	3.64
– diluted			1.54		1.28	3.64

Consolidated income statement Year closed on

The notes constitute an integral part of the consolidated financial statements.

The presentation of the income statement has been adjusted slightly compared with previous years to ensure consistency in the presentation of the operating result and isolate the deferred taxes.

Consolidated statement of comprehensive income

EN K EUR Note 2016 2017 2018 Result for the financial year 5,456 4,550 12,932 Changes (after tax) to revaluation reserves of intangible assets 117 - - Actuarial changes (after tax) to post-employment liabilities (16) (52) - Comprehensive income 5,557 4,498 12,932 Allocated to: Shareholders of the parent company 5,549 4,490 12,909 Minority interests 8 8 23 5,557 4,498 12,932 December 31

Year closed on

The notes constitute an integral part of the consolidated financial statements.

Consolidated statement of changes in equity

	To shareholders of the parent company
IN EUR k	Share capital	Issue premiums	Conso lidated reserves	Revaluation reserves	Translation differences	Minority interests	Total equity
Balance at December 31, 2015	21,508	-	48,238	4,470	57	314	74,587

Income for the financial year 2016	-	-	5,454	-	-	2	5,456
Other items of the comprehensive income	-	-	(16)	111	-	6	101
Changes to consolidation scope	-	-	1	3	-	(10)	(6)
Distributed dividend	-	-	(2,039)	-	-	-	(2,039)
Balance at December 31, 2016	21,508	-	51,638	4,584	57	312	78,099

Income for the financial year 2017	-	-	4,542	-	-	8	4,550
Other items of the comprehensive income	-	-	(52)	-	(1)	1	(52)
Distributed dividend	-	-	(2,430)	-	-	-	(2,430)
Balance at December 31, 2017	21,508	-	53,698	4,584	56	321	80,167

Income for the financial year 2018	-	-	12,909	-	-	23	12,932
Other items of the comprehensive income	-	-	-	-	-	-	-
Distributed dividend	-	-	(2,886)	-	-	-	(2,886)
Balance at December 31, 2018	21,508	-	63,721	4,584	56	344	90,213

The notes constitute an integral part of the consolidated financial statements.

Changes 2016

There was a positive change to the revaluation reserves of EUR 114 k, while there was a negative actuarial change to the post-employment liabilities of EUR 16 k (notes 16 and 17). These amounts are included in the comprehensive result.

Minor changes to reserves and minority interests result from a small increase in the stake in LA COTONNIERE.

The distributed dividend of EUR 2,039 k concerns the result for the financial year 2015.

Changes 2017

There was a negative actuarial change net of tax to post-employment liabilities of EUR 52 k (gross EUR 80 k, tax EUR 28 k) (notes 16 and 17). This amount is included in the comprehensive income.

The distributed dividend of EUR 2,430 k concerns the result for the financial year 2016.

Changes 2018

The distributed dividend of EUR 2,886 k concerns the result for the financial year 2017.

Pool and restaurant.

Consolidated statement of cash flows

				December 31
EN K EUR	Note	2016	2017	2018
Cash and cash equivalents and bank overdrafts at opening		5,461	3,911	3,674

Cash flow from operating activities
Cash from operations	30	9,871	9,219	13,310
Interest paid	26	(331)	(588)	(428)
Interest received		12	-	-
Income tax	27	(886)	75	(1,140)
		8,666	8,706	11,742

Cash flow from investment activities
Acquisition of intangible assets		(15)	(1)	0
Acquisition of property, plant and equipment and	6 et 7	(7,426)	(6,609)	(6,011)
investment property
Income from the disposal of property, plant and equipment and investment property	6 et 7	93	6	764
Reduction in loans granted to third parties		190	190	0
Reduction (increase) in other financial assets		9	(7)	(169)
		(7,149)	(6,421)	(5,416)

Cash flow from financing activities
Dividends to shareholders of the parent company	29	(2,039)	(2,430)	(2,886)
Increase in loans	13	1,724	2,300	396
Repayment of loans	13	(1,252)	(2,392)	(1,946)
Changes to short-term bank loans	13	(1,500)	-	-
		(3,067)	(2,522)	(4,436)
(Reduction)/increase in cash and cash equivalents and bank overdrafts		(1,550)	(237)	1,890
Cash and cash equivalents and bank overdrafts at closing		3,911	3,674	5,564
Of which TEXAF SA		1,919	1,841	745

Year closed on

The notes constitute an integral part of the consolidated financial statements.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. General information

TEXAF is a public company registered and domiciled in Belgium. Its registered office is at Avenue Louise 130A, 1050 Brussels.

TEXAF was formed on August 14, 1925.

TEXAF is an investment company listed on Euronext with industrial, financial and real estate interests in the Democratic Republic of Congo.

The consolidated balance sheets and income statements were adopted by the Board of Directors on February 25, 2019 and the IFRS accounts (including the appendices) were adopted by the Board of Directors on March 26, 2019. They are expressed in EUR k.

When the measurement of certain assets or liabilities has required the use of estimates or assumptions, management has always only used the cautious assumptions in order to protect against the risks related to the economic, social and regulatory environment inherent to the Democratic Republic of Congo (DRC) where all of the group's operating activities are located.

These financial statements have been prepared on the basis of the IFRS, as adopted by the European Union for the preparation of consolidated accounts in 2018.

The accounting policies used are in continuity with those used to prepare the financial statements on December 31, 2017, except for the application of the new IFRS 9 and 15 standards.

IFRS 9 – Financial instruments (effective 01.01.2018) contains stipulations relating to the classification and measurement of financial assets and liabilities, the amortization of financial assets and the accounting for general hedge. IFRS 9 replaces the main part of IAS 39 – Financial instruments: Recognition and measurement. Application of IFRS 9 has no material impact on the consolidated financial statements of Texaf (see also Note 11).

All recognized financial assets within the scope of IFRS 9 must subsequently be measured at amortized cost or fair value, depending on the economic model it follows for the management of financial assets and depending on the characteristics of the contractual cash-flows of the financial assets.

Specifically:

█ The loan instruments held within an economic model the aim of which is to collect the contractual cash flows and for which the contractual cash flows correspond exclusively to the repayment of the principal and the interest payments on the principal remaining due are subsequently measured at amortized cost.
█ The loan instruments held within an economic model the aim of which is to both collect the contractual cash flows and sell the loan instruments, the contractual conditions of which give rise to contractual cash flows corresponding exclusively to the repayment of the principal and the interest payments on the principal remaining due, are subsequently measured at fair value through the other items of the comprehensive income.
█ All other investments in loan instruments and equity instruments are measured subsequently at fair value through the income statement.

Contrary to the above, the Group may make the following irrevocable decision or designation at the time of the initial recognition of a financial asset:

█ The Group may make the irrevocable decision to present in the other items of the comprehensive income the subsequent variations of the fair value of an investment in equity securities that is not held for transaction purposes and is not a compensation recognized by a buyer in a grouping of companies.
█ The Group may irrevocably designate as being measured at the fair value through the income statement an investment in loan securities that fulfils the measurement conditions at amortized cost or at fair value based on other items of the comprehensive income if this enables an accounting inconsistency to be eliminated or substantially reduced.

In the course of the financial year under review, the Group did not designate investments in loan instruments that fulfil the measurement conditions at amortized cost or at fair value through the other items of the comprehensive income as being measured at fair value through the income statement.

When an investment in loan securities measured at fair value through the other items of the comprehensive income is derecognized, the combined profit or loss previously recognized in the other items of the comprehensive income is reclassified from equity to the net result as a reclassification adjustment. When an investment in equity securities designated as having been measured at fair value through other items of the comprehensive income is derecognized, the combined profit or loss previously recognized in the other items of the comprehensive result is transferred to the undistributed result.

The loan instruments that are subsequently measured at amortized cost or fair value through the other items of the comprehensive income are amortized.

In 2018 the Group took a stake in a venture capital fund. This stake and any others of the same nature are recognized at fair value through the other items of the comprehensive result.

IFRS 15 Revenue from Contracts with Customers also came into force on 01.01.2018. IFRS 15 establishes a single complete model for the recognition of revenue from ordinary activities from contracts with clients. It has no material impact on the consolidated financial statements of Texaf, as its rental contracts are not within the scope of the standard and represent the main source of revenue for Texaf. The principles of IFRS 15 nevertheless apply to any non-rental components in the rental contracts or in separate agreements, such as maintenance services payable by the tenant. Bearing in mind that these non-rental components are relatively limited and mainly represent services recognized gradually under both IFRS 15 and IAS 18, Texaf confirms that IFRS 15 has no material impact in this respect.

Furthermore, the application of IFRS 15 on the Quarry business has no impact on the consolidated accounts of Texaf, as the sale of these goods is recognized at the time of delivery.

The following new standards, amendments to the standards and interpretations are compulsorily applicable for the first time in the financial year beginning on or after January 1, 2018, but the changes are not significant or relevant to the TEXAF Group:

█ Amendments to IAS 40 Reallocation to investment property
█ Amendments to IFRS 2 Classification and Measurement of Share-based Payment Transactions
█ Amendments to IFRS 4 Application of IFRS 9 Financial instruments with IFRS 4 Insurance Contracts
█ Annual improvements to IFRS, 2014-2016 cycle: Amendments to IFRS 1, IFRS 12 and IAS 28
█ IFRIC 22 Foreign Currency Transactions and Advance Consideration
█ IFRS 9 Financial instruments and related amendments
█ IFRS 15 Revenue from Contracts with Customers

The following new standards, amendments to the standards and interpretations have been published and adopted by the European Union but are not yet compulsory for financial years beginning on or after January 1, 2018. The TEXAF Group did not adopt them early, but analyzed the impact on the consolidated financial statements of the Group.

From 2019, IFRS 16 Leases will replace IAS 17. This standard sets out how the rental contracts must be recognized and presented in the financial statements. The only significant change when the standard becomes effective concerns the renting of its office in Brussels. Under the new standard the Group will recognize a rental contract in assets and liabilities at a discount value of EUR 184 k. In substance, IFRS 16 mirrors the accounting requirements of IAS 17 with regard to lessors. As a consequence, a lessor will continue to classify rental contracts as simple rental contracts or rental and financing contracts and to recognize these two types of rental contract differently.

█ Amendments to IAS 1 and IAS 8 Change to the definition of the term "significant" (applicable to annual periods beginning on or after January 1, 2020, but not yet endorsed in the EU)
█ Amendments to IAS 19 Plan amendment, curtailment or settlement (applicable to annual periods beginning on or after January 1, 2019, but not yet endorsed in the EU)
█ Amendments to IAS 28 Long term interests in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2019)
█ Amendments to IFRS 3 (applicable to annual periods beginning on or after January 1, 2020, but not yet endorsed in the EU)
█ Amendments to IFRS 9 Prepayment Features with Negative Compensation (applicable to annual periods beginning on or after January 1, 2019)
█ Amendments to IFRS 10 and IAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (the effective date has been deferred indefinitely, and therefore the endorsement in the EU has been postponed)
█ Amendments to the references of the financial information conceptual framework in IFRS (applicable to annual periods beginning on or after January 1, 2020, but not yet endorsed in the EU)
█ Annual improvements to IFRS, 2015-2017 cycle (applicable to annual periods beginning on or after January 1, 2019, but not yet endorsed in the EU)
█ IFRIC 23 Uncertainty over Income Tax Treatments (applicable for annual periods beginning on or after 1 January 2019)
█ IFRS 14 Regulatory Deferral Accounts (applicable to annual periods beginning on or after January 1, 2016, but not yet endorsed in the EU)
█ IFRS 16 Leases (applicable to annual periods beginning on or after January 1, 2019)
█ IFRS 17 Insurance Contracts (applicable to annual periods beginning on or after January 1, 2021, but not yet endorsed in the EU)

The TEXAF Group does not plan to early adopt the standards, amendments to standards and interpretations that will be compulsory from 2019.

The Group assesses the impact of the above standards, interpretations and amendments on a continual basis.

2. Consolidation scope

On December 31, 2018 the Group is made up of TEXAF SA and a set of subsidiaries and associates, totaling nine entities registered in Belgium or the Democratic Republic of Congo (DRC).

As of today, as well as the parent company TEXAF SA, eight companies are fully consolidated.

CONGOTEX (in liquidation) is still recognized proportionally.

Company	City	activity	Functional currency	% net financial stake at December 31, 2016	% net financial stake at December 31, 2017	% net financial stake at December 31, 2018
1. FULLY CONSOLIDATED COMPANIES
Anagest	Brussels	Holding	EUR	98.90%	98.90%	98.90%
Carriaf in liquidation	Brussels	Holding	EUR	99.99%	99.99%	99.99%
Carrigrès	Kinshasa	Sandstone quarries	EUR	99.99%	99.99%	99.99%
Cotex	Kinshasa	Real estate	EUR	98.90%	98.90%	98.90%
Estagrico	Kinshasa	Real estate	EUR	100.00%	100.00%	100.00%
Immotex	Kinshasa	Real estate	EUR	99.76%	99.76%	99.76%
La Cotonnière	Kinshasa	Real estate	EUR	94.44%	94.46%	94.46%
Utexafrica	Kinshasa	Real estate	EUR	99.59%	99.59%	99.59%
2. PROPORTIONALLY CONSOLIDATED COMPANIES
Congotex in liquidation	Kinshasa	Textile	USD	43.61%	43.61%	43.61%

3. Risk management

3.1. COUNTRY RISK

The assets of the company are located in DRC, a region lacking in governance, so the particular environment of the country entails risks that can have an impact on the profitability and viability of the activities of the Group. These risks are, among other things, related to the development of the political situation, the creation of new laws, tax policies and changes to government policy or the renegotiation of existing concessions or operating rights Accounts were drawn up cautiously, based on the assumption of stability in the social-economic and regulatory environment.

3.2. OPERATING RISKS

3.2.1. Risks relating to the real estate activity

3.2.1.1. Rental vacancies

The real estate of the Group has historically enjoyed an occupancy rate close to 100%. However, this rate could fall due to saturation of the market, delays in bringing new buildings onto the market or serious political unrest.

3.2.1.2. Defaulting tenants

The Group looks to rent to tenants of good standing, but is exposed to the risk of non-payment or late payment by its tenants.

3.2.1.3. Pressure on prices

The Group expresses its rents in euros and always charges VAT on its rents. On the other hand, its competitors express their rents in US dollars and do not always fully charge VAT. This could put downward pressure on the rents of the Group, particularly residential rents, on which VAT cannot be claimed back.

3.2.1.4. Delay or budget overruns for newbuilds

The Group has a policy of regularly investing in new builds or extensive renovations. Delays and/or budget overruns on these projects can have a negative effect on the profitability of the Group and profit growth.

3.2.1.5. Accidents

The Group insures its real estate in accordance with Congolese law at the Société Nationale d'Assurances, which is not generally able to pay out compensation for accidents. So, with the exception of one building insured by an international company, the Group is basically its own insurer.

3.2.2. Risks relating to the quarry activity

3.2.2.1. Power cuts

The quarry activity is highly dependent on the supply of power by the Société Nationale d'Electricité. There are frequent power cuts. Furthermore, there are major fluctuations in voltage on the network. This leads to production stoppages and damage to equipment out of proportion with the duration of these cuts.

3.2.2.2. Breakdowns and accidents

Quarrying is conducted with expensive specialist equipment. In all countries it is subject to the risk of relatively frequent accidents or breakdowns. The operating conditions at our quarry mean it is more susceptible than others to breakdowns and accidents, particularly the instability of the power supply and the abrasiveness of the stone. Furthermore, the time needed to transport spare parts and the shortage of qualified staff mean that repairs take longer and are more expensive than in most other countries.

3.2.2.3. Social risks

The quarry activity is highly dependent on its workers and managers. The Group endeavors to maintain a peaceful social climate and dialogue with the social partners, but the risks of strikes and work stoppages cannot be ruled out.

3.2.2.4. Regulatory risk

The quarry's operating license must be renewed at regular intervals. There is a risk that the renewal conditions imposed by the authorities will change in the future.

3.2.3. Risks related to investments in the digital sector 3.2.3.1. Risk of start-ups

At the end of 2018 the Group decided to invest in young African companies in the new technologies sector and/or in the support of these young companies. This venture capital is by definition exposed to higher risks as a high proportion of these companies do not achieve their goals or disappear altogether. In this respect, the Group decided to recognize these stakes at fair value through the the other items of the comprehensive result.

3.2.3.2. Learning curve

While the Group surrounds itself with experienced skilled people to achieve these investments, the field of venture capital is young in Africa and the environment may be tougher for young companies than it is in Europe or the United States.

3.3. DEPENDENCY RISKS

3.3.1. Key persons

The Group has a small number of senior managers and so is exposed to a risk of unavailability of one or other of these senior managers. This risk is exacerbated by the fact that the recruitment pool for expatriate and local staff is very small in the Democratic Republic of Congo.

3.3.2. Contractors

The Group is dependent on contractors for various services that are critical to its activity, including construction, studies and drawings, equipment servicing and IT services. In the event of a failure of one of these contractors, the replacement possibilities are more limited in the Democratic Republic of Congo than in European countries.

3.3.3. Clients

The Group sells or rents standard real estate and quarry products, so it is relatively easy to replace a client. However, the real estate activity is dependent on international bodies, Western embassies and development agencies that do not depend on the local economy but may decide to withdraw from the country if international relations deteriorate. Furthermore, the quarry historically generates 30-40% of its turnover from road builders, which are very few in number and generally depend on international donations or financing. There have been very few orders over the past four years.

3.4. POLITICAL, LEGAL AND REGULATORY RISKS

3.4.1. Risk relating to changes to economic policy

The Democratic Republic of Congo currently has institutions born of the electoral process and receives a great deal of aid from international bodies. Its economic policy is based on the market economy and private property. However, abrupt political change or even serious political unrest cannot be excluded and these could have a big negative impact on the activities or even the assets of the Group.

3.4.2. Property risks

The two activities of the Group, real estate and quarrying, are directly related to the control of land. All land in the Democratic Republic of Congo belongs to the state and is made available under a regime of renewable 25-year concessions. Up until now, this renewal has always been inexpensive and granted without complication. On the other hand, the risks of sites being illegally occupied and stolen by

private interests are very great and the Group is faced with these situations. Although the Group is in a completely clear legal position in all of these cases, it cannot be excluded that it will be temporarily or even permanently dispossessed of some sites.

3.4.3. Legal risks

The Group is a party in many legal actions, virtually all of them related to attempted dispossession as described in point b above. The risks the Group faces in this respect are increased by attempts at collusion by opposing parties with some government officials or magistrates.

3.4.4. Tax and regulatory risks

The Congolese tax framework is highly complex, with more than 400 listed taxes. Furthermore, the regulatory framework is changing fast, generally in the direction of modernization. As a consequence, the administrations concerned do not always apply laws in a transparent and consistent way at all times or for all companies. Tax or regulatory measures are sometimes not adopted or published in full accordance with the constitution or the law, which creates a gray area in their application. The Group may therefore find itself in disagreement with the public administration and the resolution of such disagreement is uncertain.

3.4.5. Transfer risks

The Group's capacity to transfer cash from DRC to the parent company depends on the foreign exchange regulation.

3.5. FINANCIAL RISKS

3.5.1. Exchange risks

The Group works on a daily basis with three currencies - euros, dollars and Congolese francs - but the euro is its functional currency. It is therefore exposed to certain exchange risks in its transactions. The Congolese economy is dollarized to a very great degree, so prices and salaries in Congolese francs are quickly changed to maintain their value in dollars and payments are interchangeable between the two currencies.

94% of rents are expressed in euros; the rest in dollars. The sale prices of sandstone are in Congolese francs or dollars. On the other hand, 62% of cash operating expenses of the Group are in dollars or Congolese francs. The Group is therefore exposed to the risk that the dollar will rise against the euro. A change in the exchange rate between the Congolese franc and the dollar would be quickly offset by the adjustment of prices.

Almost 80% of investment costs are expressed in dollars. The Group is therefore exposed to an increase in its investment costs if the dollar rises against the euro.

On the liabilities side of its balance sheet the Group has a large sum in deferred tax (EUR 12,066 k) on its real estate assets in DRC (see note 17). The tax value of these assets is in Congolese francs, but this tax value is revalued every year by a decree of the finance minister. This tax revaluation coefficient follows the domestic inflation rate in DRC and therefore does not necessarily closely follow the fluctuation in the exchange rate between the Congolese franc and the euro. This could generate differences in deferred tax provisions, as was the case in 2017.

Congolese taxes are recognized in Congolese francs. As a result of these investments, the Group generally has a positive VAT balance and so has a claim against the state in Congolese francs. The exchange value in euros of this claim decreases proportionally to the depreciation of the Congolese franc against the euro. On December 31, 2018, this claim was measured at EUR 1,233 k and the Group recognized an exchange loss of EUR 520 k on this claim during the financial years 2016 and 2017 (see note 26). This claim has since been repaid.

The sensitivity to a euro/dollar exchange rate fluctuation is therefore as follows:

█ Income before tax: EUR -36,360 per percentage point of dollar rise
█ Investment cost: EUR 48,100 per percentage point of dollar rise
█ Cash flow: EUR -86,460 per percentage point of dollar rise
█ Result after tax and equity: EUR -23,600 per percentage point of dollar rise

These sensitivities are linear and symmetrical. They concern only the financial year in which the fluctuation occurs. They therefore only apply to short-term fluctuations. Among other things, they are based on the following assumptions:

█ The prices in CDF are adjusted when the USD/CDF rate changes.
█ The price structures are not elastic.
█ The supply and financing sources remain the same.

Furthermore, the specific sensitivity of a EUR/CDF exchange rate fluctuation on the tax assets is:

█ Result before tax: EUR -12,330 per percentage point fall of the Congolese franc
█ Result after tax and equity: EUR -7,995 per percentage point fall of the Congolese franc

These sensitivities are linear and symmetrical. They are based on the balance sheet situation on December 31, 2018, which is expected to change in the course of future financial years depending on VAT returns. Specifically, on the publication date of this report this risk has been eliminated with the repayment of a large VAT claim.

The sensitivity of deferred taxes to a EUR/CDF exchange rate fluctuation is supposed to be offset by the tax revaluation coefficient.

3.5.2. Interest risks

All bank loans are in euros at a fixed rate. On the other hand, cash and cash equivalents are held in euros but invested at variable rates. This investment remuneration rate is currently zero.

The impact of a 100-base point rise in EUR interest rates would be EUR + 55,600 on an annual basis on the result before tax and cash flows and EUR + 36,200 on the result after tax and equity. This impact is linear and only applies to the short term.

3.5.3. Liquidity risks

The policy of the Group is to maintain a relatively large amount of liquidity in euros at European banks at all times.

Furthermore, the repayments of its bank loans are aligned to the cash flows from the projects they finance. However, there is a liquidity risk if these projects are delayed or if the occupancy rate is lower than projected.

The spread in maturity of these loans is stated in note 13.

The Group relies on the availability of bank and other credit for its new investments. If this is not available, the amounts invested and the profit growth rate will be reduced.

3.5.4. Credit risks

The credit risk mainly comes from the exposure to clients. The risk related to unpaid rent is limited, due to the rent guarantees obtained (payment of three months' rent into the lessor's bank account) and the fact that clients pay in advance.

Nevertheless, some Congolese public clients and clients with political connections can be hard to evict in the event of non-payment. The Group has made the decision to recognize the revenue of clients that systematically have problems paying rent only on the basis of payments actually made. In 2018, this rule was found not to apply (vs. non-recognition of EUR 14 k in 2017 and EUR 117 k in 2016).

The quarry most often makes cash sales, but has also encountered problems with clients who pay on credit.

Furthermore, old historic debts, completely impaired, are the subject of specific monitoring.

The net value of client receivables at the end of 2018 was EUR 396 k, including EUR 259 in receivables more than 120 days due, some of which are covered by rental guarantees or corresponding debts. The age balance of client debts is stated in note 11.

The allocations to write-downs (net of reversals) on client debts has changed as follows:

EUR 192 k in 2016, a reversal of (EUR 11 k) in 2017, EUR 208 k in 2018.

4. Significant estimates and accounting judgments

The estimates and judgments used by the Group when preparing its financial statements are continuously updated and are based on historical information as well as other factors, including the anticipation of future events deemed reasonable in view of the circumstances.

In this context, by definition the resulting accounting estimates rarely correspond exactly to the actual results. The estimates and assumptions for which there is a major risk that a significant adjustment in the book value of assets and liabilities will be needed during the following period are analyzed below.

4.1. INCOME TAX

The Group is liable for tax on its income in the DRC and Belgium. The determination of the provision, at the international level, entails a judgment to some degree. In the regular context of the activities, the final determination of the tax expense is uncertain for some transactions and estimates. The Group recognizes a liability for anticipated tax adjustments based on additional tax it expects to be demanded. If the due amount is different from the amount initially recognized, the difference is charged as a tax expense to the income and as provisions during the period during which the amount is determined. Note 28 reconciles and comments on the recognized taxes with the tax rate of the parent company.

4.2. DEPRECIATION OF ASSETS

Property, plant and equipment and other non-current assets are subjected to a depreciation test every time an event or a change of circumstances indicates that the recoverable value of the asset is lower than its book value For the real estate activity, the measurement is based on the value of the land and the rental yields. For Carrigrès, the measurement is based on the discounting of future cash flows. These calculations require the use of estimates on the size of the deposit, the future cash flow it will generate and the discount rate. In 2017 they led to an exceptional depreciation on the deposit. The measurement of these assets, together with a sensitivity analysis of the calculation assumptions, is detailed in notes 6 and 7.

4.3. PROVISION FOR POST-EMPLOYMENT LIABILITIES

In the absence of a capital market and life assurance policies in DRC, the estimates of actuarial parameters are much more uncertain than they are in more developed economies. In 2017 the Group funded a critical analysis of its calculations by an external expert, which led to a change of life table. The calculation assumptions and sensitivity analyses are presented in note 16.

4.4. CLIENT DEBTOR PROVISIONS

The Group sets up provisions for its client debtors that are in arrears on a case-by-case basis. It assesses the capacity and willingness of each of these clients to fulfil its obligations. The analysis of this risk and the impact of the new IFRS 9 are presented in note 11.

5. Segment information

The operating segments constitute the only level of segment information for TEXAF, as the risks and profitability of each entity are strongly linked to the particular economic environment in which it does business.

These segments are real estate, quarries and, since 2017, the holding segment, which was until then included in the real estate segment. This segmentation complies with the one used by management and the Board of Directors.

The geographic segment is limited to the Democratic Republic of Congo, where all the Group's operations are located.

In accordance with IFRS 8, segment information is derived from the internal organization of the Group and is similar to the segments that were used in the previous financial statements, except for the holding segment, which has been considered as a separate segment for the first time since 2017. The data by operating segment follows the same accounting rules as those used for the consolidated financial statements, as summarized and described in the notes to the financial statements. This information is identical to the information presented to the CEO, who has been identified as the "chief operating decision maker", within the meaning of IFRS 8, to make decisions on resources to be allocated and assessments to be conducted on the performance of the segments.

5.1. SEGMENT INCOME STATEMENT

2018 RESULTS (IN EUR k)	Holding	Real estate	Quarries	Intercompany eliminations	Consolidated
Revenue from ordinary activities	-	17,305	1,612	(48)	18,869
Other operating income	-	1,368	55	-	1,423
Operating charges	(1,208)	(9,165)	(1,928)	48	(12,253)
of which payroll expenses	(158)	(2,100)	(581)	-	(2,839)
of which depreciations	-	(2,747)	(196)	-	(2,943)
of which impairments	-	582	(25)	-	557
Result on disposal of non-current assets	-	508	152	-	660
Operating result	(1,208)	10,016	(109)	0	8,699

Financial result	624	(1,419)	357	-	(438)
Result before tax on the result	(584)	8,597	248	0	8,261

Current taxes	233	(1,373)	-	-	(1,140)
Result before deferred taxes	(351)	7,223	248	0	7,121

Deferred taxes	(222)	5,946	87	-	5,811
Result for the financial year	(573)	13,169	335	0	12,932

The presentation of the income statement has been adjusted slightly compared with previous years to ensure consistency in the presentation of the operating result and isolate the deferred taxes.

The intercompany eliminations concern the rents and service provisions of UTEXAFRICA to CARRIGRES.

The main other operating charges of the holding are the remuneration of the executive and non-executive directors of EUR 630 k in 2018 (EUR 324 k in 2017) and various fees (including audit, lawyers and stock market listing) of EUR 156 k (EUR 131 k in 2017).

The concentration of clients per segment is described in note 19.

By way of comparison, the results by activity segment for the financial years 2017 and 2016 are presented below.

2017 RESULTS (IN EUR k)	Holding	Real estate	Quarries	Intercompany eliminations	Consolidated
Revenue from ordinary activities	0	16,730	1,584	(106)	18,208
Other operating income	-	1,399	94	-	1,493
Operating charges	(992)	(9,273)	(6,132)	106	(16,291)
of which payroll expenses	(152)	(2,223)	(1,055)	-	(3,430)
of which depreciations	(91)	(2,623)	(303)	-	(3,017)
of which impairments	(50)	47	(3,325)	-	(3,328)
Result on disposal of non-current assets	-	0	-	-	-
Operating result	(992)	8,856	(4,454)	0	3,410
Financial result	697	(2,235)	348		(1,190)
Result before tax on the result	(295)	6,621	(4,106)	0	2,220
Current taxes	-	(77)	152	-	75
Result before deferred taxes	(295)	6,544	(3,954)	0	2,295
Deferred taxes	(204)	1,267	1,192	-	2,255
Result for the financial year	(499)	7,811	(2,762)	0	4,550

2016 RESULTS (IN EUR k)	Holding	Real estate	Quarries	Intercompany eliminations	Consolidated
Revenue from ordinary activities	5	15,268	3,266	(147)	18,392
Other operating income	50	1,936	109	0	2,095
Operating charges	(2,073)	(9,081)	(3,301)	147	(14,308)
of which payroll expenses	(160)	(2,213)	(1,093)	-	(3,466)
of which depreciations	(95)	(2,292)	(400)	-	(2,787)
of which impairments	(813)	(125)	(80)	-	(1,018)
Result on disposal of non-current assets	-	-	-	-	0
Operating result	(2,018)	8,123	74	0	6,179
Financial result	586	(1,729)	392	0	(751)
Result before tax on the result	(1,432)	6,394	466	0	5,428
Current taxes	204	(403)	126	-	(73)
Result before deferred taxes	(1,228)	5,991	592	0	5,355
Deferred taxes	(204)	283	22	-	101
Result for the financial year	(1,432)	6,274	614	0	5,456

5.2. SEGMENT ASSET AND LIABILITIES

SEGMENT ASSETS AND LIABILITIES AT DECEMBER 31, 2018 (IN EUR k)	Holding	Real estate	Quarries	Intercompany eliminations	Consolidated
Property, plant and equipment	374	2,154	7,130	-	9,658
Intangibles	-	15	-	-	15
Investment property	-	102,347	-	-	102,347
Other segment assets	20,823	2,415	13,648	(24,376)	12,511
Total assets	21,197	106,932	20,778	(24,376)	124,531
Bank loans	-	4,268	-	-	4,268
Deferred taxes	2,168	9,863	1,968	-	13,999
Other segment liabilities	1,246	38,621	559	(24,376)	16,051
Total liabilities (excluding equity)	3,414	52,752	2,527	(24,376)	34,318

Acquisitions of assets	-	5,995	16	-	6,011

The balance sheet split between the Holding sector and the Real estate sector has been refined compared with previous presentations.

█ The other segment assets mainly comprise intercompany receivables, stocks, client debts and cash flows from operating activities.
█ Segment liabilities comprise intercompany payables, suppliers and other liabilities from operating activities.
█ Acquisitions of assets comprises the acquisitions of property, plant and equipment (note 6) and investment properties (note 7).
█ Eliminations relate to a loan by CARRIGRES to UTEXAF-RICA and by TEXAF to UTEXAFRICA.

In comparison, the table below details the segment assets and liabilities at December 31, 2017 and 2016, as well as the acquisitions of assets in the financial year ended on this date.

SEGMENT ASSETS AND LIABILITIES AT DECEMBER 31, 2017 (IN EUR k)	Holding	Real estate	Quarries	Intercompany eliminations	Consolidated
Property, plant and equipment	452	2,194	7,309	-	9,955
Intangibles	-	23	-	-	23
Investment property	-	99,043	56	-	99,099
Other segment assets	21,112	3,811	13,061	(26,807)	11,177
Total assets	21,564	105,071	20,426	(26,807)	120,254
Bank loans	-	6,588	-	-	6,588
Deferred taxes	1,427	16,328	2,055	-	19,810
Other segment liabilities	470	41,038	455	(26,807)	15,156
Total liabilities (excluding equity)	1,897	63,954	2,510	(26,807)	41,554

Acquisitions of assets	-	6,609	-	-	6,609

SEGMENT ASSETS AND LIABILITIES AT DECEMBER 31, 2016 (IN EUR k)	Holding	Real estate	Quarries	Intercompany eliminations	Consolidated
Property, plant and equipment	542	2,214	10,972	-	13,728
Intangibles	-	41	-	-	41
Investment property	-	93,811	56	-	93,867
Other segment assets	21,476	6,788	13,593	(28,471)	13,386
Total assets	22,018	102,854	24,621	(28,471)	121,022
Bank loans	-	6,766	-	-	6,766
Deferred taxes	1,631	16,871	3,254	-	21,756
Other segment liabilities	591	41,603	678	(28,471)	14,401
Total liabilities (excluding equity)	2,222	65,240	3,932	(28,471)	42,923

Acquisitions of assets	-	7,368	73	-	7,441

TEXAF office in DRC.

6. Property, plant and equipment

(IN EUR k)	Land and buildings	Technical systems, equipment and tools	Vehicles	Layouts and acces sories	Impro vements made to rented properties	Other property, plant and equipment	Total
At December 31, 2015
Cost	17,243	6,457	474	1,986	693	3	26,856
Combined amortization	(4,067)	(5,805)	(324)	(1,691)	(139)	-	(12,026)
Net carrying amount	13,176	652	150	295	554	3	14,830
CHANGES IN THE FINANCIAL YEAR 2016
Acquisitions	268	150		167			585
First consolidation (net)	-	-	-	-	-	-	-
Disposals	(89)	-	-	-	-	-	(89)
Reallocations	(932)	-	-	-	-	-	(932)
Depreciation allocation	(196)	(296)	(45)	(113)	(69)	-	(719)
Value adjustment (1)	53	-	-	-	-	-	53
Changes in the period	(896)	(146)	(45)	54	(69)	-	(1,102)
At December 31, 2016
Cost (1)	15,049	6,518	474	2,150	693	3	24,887
Combined amortization (1)	(2,769)	(6,012)	(369)	(1,801)	(208)		(11,159)
Net carrying amount	12,280	506	105	349	485	3	13,728
CHANGES IN THE FINANCIAL YEAR 2017
Acquisitions	-	50	-	152	-	-	202
First consolidation (net)	-	-	-	-	-	-	-
Disposals	-	-	-	(5)	-	-	(5)
Reallocations	-	-	-	5	-	-	5
Depreciation allocation	(111)	(281)	(40)	(114)	(69)	-	(615)
Value adjustment	(3,360)	-	-	-	-	-	(3,360)
Changes in the period	(3,471)	(231)	(40)	38	(69)	-	(3,773)
At December 31, 2017
Cost	15,049	6,564	474	2,181	693	3	24,964
Combined amortization	(6,240)	(6,289)	(409)	(1,794)	(277)	-	(15,009)
Net carrying amount	8,809	275	65	387	416	3	9,955
CHANGES IN THE FINANCIAL YEAR 2018
Acquisitions	10	18	6	154	-	-	188
Disposals/Withdrawals	-	-	-	-	-	-	-
Reallocation	-	-	-	-	-	-	-
Reallocation of assets held for sale	20	-	-	-	-	-	20
Depreciation allocation	(131)	(153)	(29)	(123)	(69)	-	(505)
Value adjustment	-	-	-	-	-	-	-
Changes in the period	(101)	(135)	(23)	31	(69)	-	(297)
At December 31, 2018
Cost	15,079	6,582	459	2,335	693	3	25,151
Combined amortization and depreciation	(6,371)	(6,442)	(417)	(1,917)	(346)	-	(15,493)
Net carrying amount	8,708	140	42	418	347	3	9,658

(1) In 2016 the Group changed how it follows land and buildings from a synthetic approach by real estate property to an analytical approach by property or property part. This has led, on the one hand, to the recognition of a positive value adjustment of EUR 53 k and, on the other hand, to the splitting up of the gross value and the combined depreciation of some old buildings, which increases both the cost and the combined depreciation of the buildings at the end of 2016 without affecting their net value.

Land and buildings includes EUR 5,947 k (net of EUR 5,588 k depreciation) relating to the CARRIGRES deposit, which underwent an exceptional depreciation of EUR 3,360 k at June 30, 2017.

The deposit reserves of CARRIGRES were estimated at 20 million tons at December 31, 2009 when 100% of CARRIGRES shares were acquired. They were estimated again at 25 million tons in 2013. Over the four financial years 2014 to 2018, the quarry produced 1.25 million tons of sandstone. These reserves were estimated by means of geological and engineering data, which enable the quantity that could be exploited to be determined with reasonable certainty. This process entails subjective judgments, which make the assessment of reserves an exercise that is subject to revision, as it is not absolutely precise. The Group exploits its existing deposit, but does not explore new deposits. As explained in note 31, part of the quarry is illegally occupied by squatters, which could prevent the development of the quarry's exploitation in the longer term. However, this part is not included in the estimate of the reserves.

Since the financial year 2016, the deposit has been depreciated proportionate to the production.

An impairment test was conducted on the book value of the deposit, which was EUR 5,947 k on December 31, 2018. This test is based on the assumptions about future free cash flows generated by the exploitation and about a discount rate. For future cash flows, a scenario has been developed based on the very gradual recovery of the market. The discount rate of 14% was derived from the parameters for the DRC and the building materials estimated by professor A. Damodaran (http://pages.stern.nyu.edu/~adamodar/New_Home_Page/ home.htm). Bearing in mind the deterioration of the results of CARRIGRES, this test has led to the recognition, in 2017, of an exceptional depreciation of EUR 3,360 k. However, this test is highly sensitive to the choice of assumptions, as shown in the sensitivity table below, which contains the two main assumptions: the discount rate and the mediumto long-term annual cash flow (assumed to be constant in nominal terms over the life of the deposit). The valuation model and assumptions are unchanged compared with those used at December 2017, except for the 2019 cash flows, for which the new budget was used.

HISTORICAL FREE CASH FLOWS (IN EUR k)

2010	2011	2012	2013	2014	2015	2016	2017	2018
1,973	2,427	2,317	3,028	(436)	962	392	(269)	157

SENSITIVITY ANALYSIS OF THE FAIR VALUE OF THE DEPOSIT (IN EUR k)

		Free cash flow (in EUR k per year)
		0	500	1,000	1,500	2,000	2,500
	12%	(153)	4,009	8,171	12,333	16,495	20,657
Discount rate	14%	(154)	3,416	6,986	10,556	14,126	17,696
	16%	(155)	2,970	6,095	9,219	12,344	15,468

These values are comparable to the net book value of the deposit, which was EUR 5,947 k on December 31, 2018.

7. Investment property

(IN EUR k)	Land	Assets under construction	Other investment property	Total
At December 31, 2015
Cost	46,457	5,203	48,249	99,909
Combined amortization and depreciation	-	-	(12,029)	(12,029)
Net carrying amount	46,457	5,203	36,220	87,880
CHANGES IN THE FINANCIAL YEAR 2016
Acquisitions	-	5,927	914	6,841
Remeasurement (via other items of the comprehensive result)	117	-	-	117
Reallocation *	743	(9,999)	10,188	932
Reallocation to assets held for sale	-	-	-	0
Depreciation allocation	-	-	(2,051)	(2,051)
Value adjustment (1)	(40)	-	188	148
Changes in the period	820	(4,072)	9,239	5,987
At December 31, 2016
Cost (1)	47,277	1,131	73,604	122,012
Combined amortization and depreciation (1)		-	(28,145)	(28,145)
Net carrying amount	47,277	1,131	45,459	93,867
CHANGES IN THE FINANCIAL YEAR 2017
Acquisitions	185	6,145	77	6,407
Remeasurement (via other items of the comprehensive result)	-	-	-	0
Reallocation *	38	(345)	338	31
Reallocation of assets held for sale	1,179	-	-	1,179
Depreciation allocation	-	-	(2,384)	(2,384)
Value adjustment	-	-	-	0
Changes in the period	1,402	5,800	(1,969)	5,233
At December 31, 2017
Cost	48,679	6,931	72,819	128,429
Combined amortization and depreciation	-	-	(29,329)	(29,329)
Net carrying amount	48,679	6,931	43,490	99,100
CHANGES IN THE FINANCIAL YEAR 2018
Acquisitions	-	160	5,663	5,823
Disposals/Withdrawals	(67)	-	(38)	(105)
Reallocation *	(19)	(4,925)	4,924	(20)
Reallocation of assets held for sale	-	-	-	0
Depreciation allocation	-	-	(2,429)	(2,429)
Value adjustment	-	-	(22)	(22)
Changes in the period	(86)	(4,765)	8,098	3,247
At December 31, 2018
Cost	48,593	2,166	82,597	133,356
Combined amortization and depreciation	-	-	(31,009)	(31,009)
Net carrying amount	48,593	2,166	51,588	102,347

* the net change of these lines is the reallocation from or to property, plant and equipment

HISTORICAL FREE CASH FLOWS (IN EUR k)

2010 2011 2012 2013 2014 2015 2016 2017 2018 1,973 2,427 2,317 3,028 (436) 962 392 (269) 157

(1) In 2016 the Group changed how it follows land and buildings from a synthetic approach by real estate property to an analytical approach by property or property part. This has led, on the one hand, to the recognition of a positive value adjustment of EUR 148 k and, on the other hand, to the splitting up of the gross value and the combined depreciation of pre-2005 buildings, which increases both the cost and the combined depreciation of the buildings at the end of 2016 without affecting their net value.

The Group recognizes its investment property at historical cost less depreciation, but gives an estimate of the fair value in this note. It depreciates it on a straight line basis over 20 years, maintaining a residual value of 20% As an exception to this rule, the residual value of the buildings on the Kinsuka site and the former COTEX warehouses, which an international force has vacated, are depreciated over ten and four years respectively.

All the investment property is located in the Democratic Republic of Congo. The sites in DRC are concessions granted by the state for renewable 25-year terms. These concessions come up for renewal between 2020 and 2041. Renewal is inexpensive. The Group has no assets held on lease.

In 2018 the investment property generated rental revenue of EUR 17,268 k and direct costs (mainly maintenance and repair) of EUR 973 k.

On December 31, 2018, the sites and property were pledged for EUR 1,712 k (see note 13).

FAIR VALUE

The Group has undeveloped sites in downtown Kinshasa and in outlying Kinsuka, as well as in some provinces of DRC, and developed sites held for rent.

It is hard to determine the fair value of the property in DRC and the current measurement is in level 3 of the IFRS hierarchy of fair values. No property statistics or transaction reports exist. The majority of transactions are conducted on the informal market. Neither is there a public capital market to determine the long-term interest rate. The fair value is estimated by the Board of Directors as best as possible based on the factual information available and not on the basis of a real estate assessment as provided for by IAS 40, article 75, as this does not exist in DRC.

However, in January 2018, Knight Frank, a London-based real estate expert that operates in 59 countries and employs 14,000 people, released the "Knight Frank Africa Report 2017/18", an analysis of the property market in Africa. Page 20 of this report is dedicated to DRC, particularly the real estate market in Kinshasa. The Group relies among other things on the estimates of this report to estimate the fair value of its investment property.

For residential properties, Knight Frank writes about a strong increase in the neighbourhoods considered safe in Kinshasa (like Gombe), stressing that the supply is limited in these neighbourhoods. The rent level stated is \$10,000 for a highquality four-bedroom home.

Knight Frank currently sees a slowing down of demand for office space due to the political unrest and the absence of high-quality buildings. For security reasons, the major companies are concentrated in the Gombe district. The group's office space is rented at competitive rates compared to those stated in the Knight Frank report.

The residential and office properties of the TEXAF group in Kinshasa are located alongside the in-demand neighbourhood of Gombe, on the site of UTEXAFRICA, which is unanimously considered to be very well protected.

KINSHASA PRIME RENTS AND YIELDS

(SOURCE: KNIGHT FRANK LLP, JANUARY 2018)

	Prime rents: USD/m2/month	Prime yields
Offices	25	12%
Retail	25	12%
Industrial	15	15%
Residential: 4-bedroom executive house - prime location	USD 10,000/month	12%

VALUATION OF UNDEVELOPED LAND

The land price is difficult to document. In 2013 TEXAF sold a site adjacent to the UTEXAFRICA compound on the basis of USD 566/m2 (EUR 436/m²), with due consideration for the prohibition to build more than two stories. TEXAF has not completed freely negotiated transactions since then; a 10,634 m2 site has been expropriated for USD 5.4 m, but part of this site could not be built on. In 2014 the Belgian State put up the site adjoining Petit-Point for sale at a price of EUR 842/m2 (USD 1,100/m2 ). Transactions in the municipality of Gombe, close to the compound, were completed at USD 1.000/m².

The company obtained an independent local assessment at the beginning of 2018, valuing the COTEX sites at USD 1,012/m2 . This value was accepted by the banks to guarantee their financing.

In 2017 a real estate operator made an offer for a site of several thousand square meters close to UTEXAFRICA at a price higher than USD 1,000/m2 .

The Board of Directors cautiously maintained the price of USD 800/m2 used in the 2017 annual report, rounded off to EUR 650/m2 as a reasonable fair value for downtown sites.

⁽¹⁾ IAS 40 Art 75: " the extent to which the fair value of investment property (as measured or disclosed in the financial statements) is based on a valuation by an independent valuer who holds a recognised and relevant professional qualification and has recent experience in the location and category of the investment property being valued. If there has been no such valuation, that fact shall be disclosed. ")

There is great uncertainty about the sites in Kinsuka on the outskirts of the city and the Board has retained EUR 35/m2 as the fair value, in spite of a real estate boom in this part of Kinshasa.

The subsidiaries LA COTONNIERE and ESTAGRICO hold 302 ha of land in the provinces (South Kivu, Sankuru, Maniema, Tanganyika, Lomami and Kasaï Oriental) on which some buildings have been constructed, mainly warehouses that were used when the Group had cotton plantations. The Board retains a symbolic value of EUR 1.2 M for this item. Historically, LA COTONNIERE also holds land for which the documentation is incomplete and that are not valued in the accounts. However, it should be noted that the regions of Maniema and South Kivu, where TEXAF has properties, are experiencing much faster economic growth than the rest of the country. The Board will revise this value when regional tensions come to an end.

VALUATION OF DEVELOPED AREAS

Each building is allocated a condition co-efficient from 1 (New or completely renovated) to 4 (Run-down). The fair value of the investment properties in the table below is estimated on the basis of their yield value, by dividing the contractual rents by the yield rate of 12% published by Knight Frank for category 1 and 2 buildings or based on the market value of EUR 650/m2 or EUR 35/m2 respectively only for categories 3 and 4. The category 3 and 4 developed sites are not used optimally within the meaning of IFRS 13-93 (i) and the existing buildings will gradually be replaced by new buildings (category 1), which ought to get a much higher yield.

CONCLUSIONS

	SITE INVENTORIES (ha)
	Downtown Kinshasa	Kinsuka	Province	Total
UNDEVELOPED LAND
Undeveloped land in downtown Kinshasa	8.9	-	-	8.9
Undevelopable land in downtown Kinshasa	12.5	-	-	12.5
Undeveloped land in Kinsuka	-	100.1	-	100.1
Undeveloped land in the province	-	-	305.9	305.9
Total undeveloped land (net of roads)	21.5	100.1	305.9	427.4
Roads	3.7	0.6	-	4.3
DEVELOPED LAND
Land with new or totally renovated buildings (category 1 development)	16.8	-	-	16.8
Land with old buildings in good state (category 2 development)	4.1	-	-	4.1
Land with buildings that require renovation (category 3 development)	10.5	0.1	-	10.6
Land with buildings in poor state (category 4 development)	3.9	3.2	-	7.1
Total developed land	35.3	3.4	0.0	38.6
General total	60.5	104.1	305.9	470.4

CONCLUSIONS

	FAIR VALUE (EUR M)
	Rent (EUR m)	Yield rate	Yield value (EUR m)	land value (€/m2)	Equivalent land value (EUR m)	Total value (EUR m)
UNDEVELOPED LAND
Undeveloped land in downtown Kinshasa	-	-	-	650.0	64.1	64.1
Undevelopable land in downtown Kinshasa	-	-	-	-	1.6	1.6
Undeveloped land in Kinsuka	-	-	-	35.0	35.0	35.0
Undeveloped land in the province	-	-	-	-	1.2	1.2
Total undeveloped land (net of roads)	-	-	-	-	101.9	101.9
Roads	-	-	-	-	-	-
DEVELOPED LAND
Land with new or totally renovated buildings (category 1 development)	13.3	12%	111.0	NA	-	111.0
Land with old buildings in good state (category 2 development)	2.1	12%	17.3	NA	-	17.3
Land with buildings that require renovation (category 3 development)	2.0	NA	-	-	68.1	68.1
Land with buildings in poor state (category 4 development)	1.0	NA	-	-	26.2	26.2
Total developed land	18.4	-	128.2	-	94.4	222.6
General total	-	-	-	-	196.2	324.5

Based on these assumptions, which are unchanged compared with 2017, the gross fair value of investment property on December 31, 2018 is EUR 325 m (EUR 246 m after deduction of deferred tax). The main changes compared with the previous year are a reduction in downtown sites after the aforementioned expropriation, an increase in provincial sites after the administrative formalities were completed for a site in Maniema and the increase in value of developed land following investments in the financial year.

VALUE IN MILLIONS OF EUR OF DEVELOPED LAND

These values must be compared with a net book value of EUR 102 m (or EUR 90 m after deduction of deferred taxes) (see note 17).

Among other things, this table shows that 41% of developed land in downtown Kinshasa, categories 3 and 4, generate only 16% of rental revenue. So these sites are currently not being managed optimally and constitute a strategic land reserve for the Group in the same way as the undeveloped land.

Another way to segment the developed areas containing investment property is based on their use:

SENSITIVITY

The estimate of fair value, which is EUR 325 m, varies as follows, based on the two main parameters - the required yield and the value per square meter in downtown Kinshasa. The latter is more significant.

ESTIMATED VALUE (EUR M)

	Value of the land in m2 in the city centre
rate	€ 450	€ 650	€ 850
10%	296	350	404
12%	271	325	378
14%	252	306	360

8. Intangibles

This is accounting and management software acquired in 2012 and 2015 and partly depreciated.

9. Stakes in associated enterprises

The share of the Group in the losses of CONGOTEX has not been recognized since 2006, as this company is in liquidation and the Group has no commitments besides its investment. The Group share in the losses of CONGOTEX not recognized at December 31, 2018 is EUR 3,000 k. CONGOTEX has been in liquidation since 2007.

10. Other non-current financial assets

(IN EUR k)	Shares	Loans	Total
At December 31, 2015
Gross value	813	1,156	1,969
Combined impairments	-	(727)	(727)
Net carrying amount	813	429	1,242
CHANGES 2015
i-Finance write-down	(813)	-	(813)
Various	-	(199)	(199)
At December 31, 2016
Gross value	813	957	1,770
Combined impairments	(813)	(727)	(1,540)
Net carrying amount	-	230	230
CHANGES 2017
Various	-	(183)	(183)
At December 31, 2017
Gross value	813	774	1,587
Combined impairments	(813)	(727)	(1,540)
Net carrying amount	-	47	47
CHANGES 2018
New investments	170	-	170
Various	-	-	-
At December 31, 2018
Gross value	983	774	1,757
Combined impairments	(813)	(727)	(1,540)
Net carrying amount	170	47	217

█ The net value of the shares (EUR 170 k) corresponds to the released part of the investment in the Partech Africa fund. The investment in i-Finance, in which TEXAF has a 10% stake (EUR 813 k) was written off in full in 2016.
█ Loans include an amount of EUR 727 k loaned to CONGOTEX when it was put into liquidation. This amount has been written off in full. The remaining loan at December 31, 2018 is made up of security deposits.

█ The fair value of the other non-current financial assets at December 31, 2018, December 31, 2017 and December 31, 2016 is close to their net book value on these dates.

11. Current assets

(IN EUR k)	2016	2017	2018

ASSETS HELD FOR SALE
Property available for sale (gross value)	1,179	0	0
Net value	1,179	0	0
STOCKS
Spare parts - Gross value	3,147	2,931	2,985
Spare parts - Impairment	(195)	(142)	(172)
Finished products - Gross value	2,124	2,162	2,306
Finished products - Impairment	(226)	(226)	(226)
Other stocks - Gross value	55	44	55
Other stocks – Impairment	-	-	-
Net value	4,905	4,769	4,948

CLIENTS
Clients – Gross value	1,332	1,649	1,345
Clients – Impairments	(770)	(741)	(949)
Net value	562	908	396
TAX ASSETS	1,518	919	807

OTHER DEBTORS
Other debtors – Gross value	627	687	476
Other debtors – Impairment	(75)	(126)	(180)
Net value	552	561	296
CASH AND CASH EQUIVALENTS
Cash at bank	-	-	-
Bank balances	3,911	3,674	5,564
Short-term accounts	-	-	-
Net value	3,911	3,674	5,564

OTHER CURRENT ASSETS
Charges to be carried forward	349	74	87
Income acquired	180	224	198
Net value	529	298	285

█ Assets held for sale concern 13,000 m² of land in Kinshasa. The corresponding deferred tax was recognized in liabilities. In 2017, these assets were included in investment properties and the corresponding liabilities in a deferred tax provision.
█ Spare part stocks are held by CARRIGRES and UTEXAFRICA. The stocks of finished products and work in progress only concern CARRIGRES.
█ The client debts are spread as follows according to their age:

(IN EUR k)	Gross value	Impair ment	Net value
0 - 60 days	17	-	17
60 - 120 days	119	-	119
> 120 days	1,208	(949)	259
Total	1,345	(949)	396

(IN EUR k)	Client recei vables	% Clients of turnover
At December 31, 2015	1,538
Impairments	(573)
Net value	965	4.9%
Increase of provisions	(273)
Decrease of provisions	76
At December 31, 2016	1,332
Impairments	(770)
Net value	562	3.1%
Increase of provisions	(18)
Decrease of provisions	47
At December 31, 2017	1,649
Impairments	(741)
Net value	908	5.0%
Increase of provisions	(223)
Decrease of provisions	14
At December 31, 2018	1,345
Impairments	(949)
Net value	396	2.1%

█ With regard to the amortization of financial assets measured at amortized cost, including commercial receivables, the initial application of the expected credit loss model under IFRS 9 leads to the accelerated recognition of credit losses compared with the incurred loss model under IAS 39. Being given, on the one hand, the quality of the tenants and, on the other, the low credit risk associated with commercial receivables (established on the basis of the analysis of historical credit losses). The expected loss model under IFRS 9 has no material impact for the Texaf Group.

█ The net value of the client receivables is very low compared with turnover (2%), because, in real estate, tenants pay in advance and, in the quarry, many clients pay at the time of collection. In addition, the Group liabilities include advance rent from clients of EUR 1.621 k. The net value of the clients includes EUR 259 k in receivables more than 120 days due, some of which is covered by rental guarantees or corresponding debts.
█ As the Group personally knows each of its clients, of which there are only around 200, and as they are all of very different sizes and characteristics, a statistical analysis of non-payments to determine the parameters for making provisions for debts overdue for more than 120 days would be neither relevant nor significant. The Group examines each of its debts individually with the debtor to determine the risk and any provision. The increase in impairments on clients in 2016 is due to the set up of a provision for debts of clients in the Congolese public sector.
█ Tax assets comprise VAT receivables of EUR 713 k, net of write-down following devaluation of the Congolese franc (see note 3.5.a). Most of this amount was repaid after the balance sheet date.
█ The fair value of clients, other debtors and other current assets at December 31, 2018, December 31, 2017 and December 31, 2016 is close to their net book value on these dates.
█ The impairments are recognized in "impairment" on the income statement. Since the financial year 2016 the rents payable by debtors that systematically have problems paying are only recognized when they are effectively collected and so do no longer generate impairments.

12. Share capital

ORDINARY SHARES IN CIRCULATION
Number of shares at December 31, 2015	3,543,700
Changes in the financial year 2016	-
Number of shares at December 31, 2016	3,543,700
Changes in the financial year 2017	-
Number of shares at December 31, 2017	3,543,700
Changes in the financial year 2018	-
Number of shares at December 31, 2018	3,543,700

The shares are issued without designation of nominal value. No change was recognized in 2016, 2017 or 2018.

13. Bank loans and other financial liabilities

(IN EUR k)	2016	2017	2018	Monetary changes	Non-monetary changes
NON-CURRENT
Guarantees and deposits received	3,116	3,572	4,368	796	0
Bank loans	6,766	6,588	4,268	(2,320)	0
	9,882	10,160	8,636	(1,524)	0
CURRENT
Bank loans	2,152	2,239	3,009	770	0
Total borrowings and other financial liabilities	12,034	12,399	11,645	(754)	0
BY DUE DATE
Less than one year	2,152	2,239	3,009	770	0
One-five years	9,882	10,160	8,636	(1,524)	0
	12,034	12,399	11,645	(754)	0
BY CURRENCY
Euro	12,034	12,399	11,645	(754)	0

█ In 2012 TEXAF agreed a EUR 1,870 k loan with a Belgian bank at a rate of 4.30%, repayable in 16 quarterly instalments beginning in August 2013. This loan was paid back in full in the course of 2017.
█ In 2014 UTEXAFRICA agreed a EUR 1,400 k loan with a Congolese bank at a rate of 8.96%, repayable in 57 quarterly instalments beginning in June 2015.
█ In 2014 UTEXAFRICA agreed a EUR 1,500 k loan with a Congolese bank at a rate of 9.5%, repaid in full in 2016.
█ In 2014 UTEXAFRICA agreed a EUR 2,500 k loan with a Congolese bank at a rate of 8.6%, repayable in 50 quarterly instalments beginning in January 2016.
█ At the end of 2015 IMMOTEX agreed a EUR 2,940 k loan with a Congolese bank at a rate of 8.50%, repayable in 54 quarterly instalments beginning in October 2016.
█ In 2016 IMMOTEX agreed a EUR 2,600 k loan with a Congolese bank at a rate of 7%, repayable in 48 quarterly instalments beginning in October 2016.
█ In 2016 UTEXAFRICA agreed a EUR 2,500 k loan with a Congolese bank at a rate of 7%, repayable in 48 quarterly instalments beginning in December 2017.
█ In 2018 UTEXAFRICA agreed a EUR 2,500 k loan with a Congolese bank at a rate of 8,50%, repayable in 60 quarterly instalments beginning in August 2019. Only EUR 1000 k of this loan was taken up.
█ The security deposits received concern rental guarantees deposited by clients and performance bonds deducted from the invoices of building contractors.
█ The fair value of the guarantees received cannot be determined with precision, as the contracts are open ended. The fair value of the current and non-current bank loans is close to their book value, as the impact of the conversion to current value is negligible.

14. Net financial debt

The net financial debt is the difference between the interest-bearing debts and cash investments.

(IN EUR k)	Note	2016	2017	2018
Bank debt	13	8,918	8,827	7,277
Payable to Imbakin	33	472	409	399
Cash investments	11	(3,911)	(3,674)	(5,564)
Net financial debt		5,479	5,562	2,112

15. Provisions for other liabilities

(IN EUR k)
At December 31, 2015	814
Increase of provisions	-
Reversal of unused amounts	(814)
At December 31, 2016	-
Increase of provisions	-
Reversal of unused amounts	-
At December 31, 2017	-
Increase of provisions	-
Reversal of unused amounts	-
At December 31, 2018	-

These old provisions covering the risks of expenses have all been reversed.

16. Pension liabilities and similar benefits

In the Democratic Republic of Congo, the employees receive an allowance when they retire, based on the number of years in employment and the level of remuneration, similar to when they are let go.

	2016	2017	2018
LIABILITIES RECORDED ON THE BALANCE SHEET UNDER:
Post-employment pension and medical payments	602	746	791
CHANGES IN THE FINANCIAL YEAR:
Credited to the income statement	49	64	45
Change of actuarial assumptions debited in equity	25	80
	74	144	45

Discounted value of unfunded liabilities	602	746	791

(IN EUR k)	2016	2017	2018
Cost of services rendered	49	64	45
Net actuarial loss recognized during the financial year	25	80	0
Losses linked to the reduction of pension plans	-	-	-
Total amount included in the costs relating to employee benefits	74	144	45

THE MAIN ACTUARIAL ASSUMPTIONS USED ARE AS FOLLOWS:	2016	2017	2018
Discount rate	5.5%	3.0%	3.1%
Future rate of salary raises	1.5%	3.5%	3.5%
Inflation rate	2.0%	-	-

The provision for this allowance is calculated using the projected credit unit method. The calculation is done in USD, although the payment is made in Congolese francs (CDF). On the one hand, there is no long-term interest rate in CDF and, on the other, the Group endeavors to maintain the purchasing power of their employees in USD even if the CDF is devalued. The discount rate used is the 30-year rate of US treasury bonds and the rate at which salaries rise corresponds to the historical Group average in USD. (This latter rate replaces the long-term inflation rate in USD and the actual growth rate, which were previously used.) The life table was changed in 2017 on the advice of an external consultant. The life table for the Democratic Republic of Congo published by the World Health Organization was previously used. Now, use of the table published by the Inter-African Conference on Insurance Markets (www. cima-afrique.org),) is mandatory for insurance companies in the French-speaking countries of West Africa.

This provision is not financed by an investment portfolio. The sensitivity of this EUR 791 k provision to the actuarial assumptions is stated in the table below:

Provision for post-employment liabilities (in EUR k)

DISCOUNT RATE IN USD	NOMINAL RATE OF SALARY RAISES IN USD
	2%	3%	4%	5%
2%	771	857	959	1080
3%	698	770	855	955
4%	636	698	769	853
5%	584	637	697	768

17. Deferred taxes

The deferred tax assets and liabilities are offset when there is a legally enforceable right to offset the assets and liabilities of due tax and the deferred tax assets and liabilities concern tax on the result deducted by the same tax authority.

No offsetting between distinct legal entities has been applied. The table below shows the amounts after offsetting, where applicable.

(IN EUR k)	2016	2017	2018
Deferred tax liabilities recoverable in more than 12 months	21,756	19,810	13,999
Deferred tax assets reallocated to liabilities recoverable in less than 12 months	-	-	-
	21,756	19,810	13,999

The gross change to deferred taxes is shown below:

(EN K EUR)
At December 31, 2015	21,866
Deferred taxes on actuarial changes reallocated to equity	(9)
Other tax charged to the income statement under "Deferred taxes"	(101)
At December 31, 2016	21,756
Deferred taxes on actuarial changes reallocated to equity	(28)
Deferred taxes reallocated from assets available for sale	337
Other tax charged to the income statement under "Deferred taxes"	(2,255)
At December 31, 2017	19,810
Deferred taxes on actuarial changes reallocated to equity	-
Other tax charged to the income statement under "Deferred taxes"	(5,811)
At December 31, 2018	13,999

The change to deferred tax assets and liabilities during the financial year, excluding offsetting within the same legal jurisdiction, is detailed below:

DEFERRED TAX LIABILITIES	(Net) revalua tion of land and buildings	Undistributed reserves and other untaxed reserves	Other	Total
At December 31, 2015	20,109	1,835	206	22,150
Debited (credited) to the income statement 2016	72	(204)	48	(84)
At December 31, 2016	20,181	1,631	254	22,066
Reallocation to liabilities available for sale	337	-	-	337
Debited (credited) to the income statement 2017	(2,077)	(204)	48	(2,233)
At December 31, 2017	18,441	1,427	302	20,170
Transfer from one item to another	163	-	(262)	(99)
Debited (credited) to the income statement 2018	(6,536)	741	(40)	(5,835)
At December 31, 2018	12,068	2,168	0	14,236

DEFERRED TAX ASSET:	Tax losses	Post-employ ment benefits	Other	Total
At December 31, 2015	-	(185)	(99)	(284)
Recognized in other items of the comprehensive result	-	(9)	-	(9)
Credited to the income statement 2016	-	(17)	0	(17)
At December 31, 2016	-	(211)	(99)	(310)
Recognized in other items of the comprehensive result	-	(28)	-	(28)
Credited to the income statement 2017		(22)	0	(22)
At December 31, 2017	-	(261)	(99)	(360)
Transfer from one item to another	-	-	99	99
Credited to the income statement 2018	-	24	-	24
At December 31, 2018	-	(237)	0	(237)

The deferred tax liabilities mostly consist of provision for tax on a possible future gain on the real estate assets of the Group in DRC in the event of disposal (EUR 12,068 k). The tax value is set in Congolese francs (CDF), but is revalued every year on the basis of a coefficient set by the finance minister to take account of inflation. In 2017 this provision was reduced, on the one hand, by EUR 1,176 k following the exceptional depreciation of the sandstone deposit and, on the other hand, by EUR 1,000 k to adjust to the revised tax value in Congolese francs. In 2018 this provision was reduced, on the one hand, by EUR 4,139 k to adjust to the revised tax value in Congolese francs and, on the other hand, by EUR 2,397 k to reflect the reduced tax rate on profit in DRC from 35% to 30%. This provision may be increased in the future if the EUR/CDF exchange rate and the tax remeasurement revaluation diverge.

For the rest (EUR 2,168 k), the deferred tax liabilities comprise a provision for future tax in Belgium on reversals of writedowns that Texaf S.A will have to make on the historical

claim it holds against Utexafrica. Up to December 31, 2017, this provision was presented after deduction of a tax asset of Texaf; this tax asset had been reversed in the first half of 2018

The Group does not recognize deferred tax liabilities on undistributed profit by the subsidiaries for the part of the profit that it decides not to distribute in the foreseeable future (EUR 2,229 k of passive tax latency at December 31, 2018). Likewise, the Group does not recognize deferred tax liabilities on the untaxed reserves, because the Group does not expect to distribute these reserves in the foreseeable future (EUR 1,866 k at December 31, 2018).

Furthermore, the deferred tax assets not recognized on the balance sheet are EUR 233 k. These tax assets come from losses carried forward in DRC. There is no longer any time limit on their recognition. Their likelihood of realization is considered unpredictable.

18. Suppliers and other current creditors

(IN EUR k)	2016	2017	2018
Suppliers	1,041	1,475	1,311
VAT and other tax to be paid	2,023	1,100	1,707
Employee pay, social contributions and similar	109	151	13
Other creditors	636	571	620
	3,809	3,297	3,651

19. Financial instruments

In 2018 the Group adopted IFRS 9 Financial Instruments (as amended in July 2014) and substantial amendments of other related IFRS ahead of the date on which they take effect. IFRS 9 introduces new requirements for 1) the classification and measurement of financial assets and financial liabilities, 2) the write-down on financial assets and 3) the accounting for general hedge. These new requirements and their impact on the consolidated financial statements of the Group are set out below.

The Group applied IFRS 9 in advance with the transitional stipulations provided for in IFRS 9. The date of initial application, that is the date on which the Group measured its financial assets and existing financial liabilities with regard to IFRS 9, is January 1, 2018. As a consequence, the Group applied the requirements of IFRS 9 to the instruments that had not been removed from the accounts at January 1, 2018 and did not apply them to those that had already

been removed from the accounts at January 1, 2018. The comparable amounts linked to these instruments that were not removed from the accounts at January 1, 2018 have not be reformulated.

The management of the Group has reviewed and measured the financial assets and existing financial liabilities at January 1, 2018, based on the facts and circumstances that existed on this date and has concluded that the initial application of IFRS 9 has the following impacts on the classification and measurement of these assets and liabilities.

█ The financial assets classified as "Loans and receivables" under IAS 39, such as non-current liabilities, commercial receivables, cash and cash equivalents are classified and measured at amortized cost under IFRS 9.

█ Financial assets, such as stakes in unlisted companies, classified as "Available-for-sale financial assets", such as the other financial assets (shares) under IAS 39 are designated as being measured at fair value through the other items of the comprehensive income.

With regard to write-down on financial assets, IFRS 9 requires the use of an expected credit loss model rather than an incurred loss model under IAS 39. The scope of the financial instruments subject to impairment was changed by IFRS 9; specifically, the Group measures write-down on

the guarantees issued in compliance with the expected loss model (rather than the "most likely consequence" under IAS 37). Expected credit losses at January 1, 2018 were EUR 741 k, identical to those under IAS 39. They all relate to commercial receivables.

The classification and measurement of the financial liabilities of the Group have not been changed by the requirements of IFRS 9.

					December 31
FINANCIAL INSTRUMENTS	Designated at fair value through the other items of the comprehen sive income	Financial assets or liabilities measured at amor tized cost	Fair value	Qualification of fair value	Category
FINANCIAL ASSETS
Share-based participations	169		169	Level 2	Financial assets at fair value through the other items of the comprehensive income
Foreign currency derivative financial instruments					Cash flow hedging
Other derivative financial instruments					Cash flow hedging
Loans to affiliated companies					Financial assets at amortized cost
Security deposits		47	47	Level 2	Financial assets at amortized cost
Term deposits					Financial assets at amortized cost
Other receivables at amortized cost		1,388	1,388	Level 2	Financial assets at amortized cost
Other financial assets
Non-current commercial receivables					Financial assets at amortized cost
Current commercial receivables		396	396	Level 2	Financial assets at amortized cost
Cash and cash equivalents		5,564	5,564	Level 2	Financial assets at amortized cost
Total	169	7,395	7,564
FINANCIAL LIABILITIES
Bank loans		7,277	7,277	Level 2	Financial liabilities at amortized cost
Bank overdrafts					Financial liabilities at amortized cost
Leasing liabilities					Financial liabilities at amortized cost
Other financial liabilities		10,941	10,941	Level 2	Financial liabilities at amortized cost
Other financial liabilities
Foreign currency derivative financial instruments					Cash flow hedging
Other derivative financial instruments					Cash flow hedging
Commercial liabilities		1,311	1,311	Level 2	Financial liabilities at amortized cost
Liabilities to related parties					Financial liabilities at amortized cost
Total		19,528	19,528

Financial instruments that, after initial recognition, are measured at fair value on the balance sheet, can be presented at one of three levels (1-3), each corresponding to their observability:

The level 1 measurements of fair value are based on the (unadjusted) prices quoted on markets for identical assets or liabilities.

The level 2 measurements of fair value are based on data other than the quoted prices referred to in level 1 observed for the asset or liability in question, either directly (prices) or indirectly (data derived from prices).

The level 3 measurements of fair value are based on valuation techniques that include data relating to the assets or liabilities that are not based on observable market data (non-observable data).

Level 1: Texaf does not currently hold any financial instruments that meet the definition of level 1

Level 2: All other assets and liabilities held by Texaf are level 2.

Level 3: Texaf does not currently hold any financial instruments that meet the definition of level 3

20. Revenue from ordinary activities

(IN EUR k)	2016	2017	2018
Sales of goods	3,294	1,573	1,601
Provision of service	5	0	0
Rents	15,093	16,635	17,268
	18,392	18,208	18,869

20.1. QUARRIES

█ The sale of goods concerns the turnover of CARRIGRES, which is in strong decline due to the absence of road-related projects, few private investments and competition from informal quarries.
█ CARRIGRES has two clients that each accounts for more than 10% of its tonnage sold. The five biggest clients account for 51% of deliveries and the ten biggest for 65%.

20.2. REAL ESTATE

█ The rents come from the renting of residential buildings, offices and warehouses in Kinshasa.
█ The majority of tenancy agreements are open-ended with three-months' notice for residential tenancy agreements and six months' notice for business tenancy agreements. Furthermore, many clients benefit from a diplomatic clause allowing them to vacate the property without compensation with one month's notice if their country or international body closes its mission in DRC. There are some fixed-term contracts that are set to expire within one to five years.

PROPORTION OF TENANCY AGREEMENTS IN VALUE (AT 12-31-2017)

Diplomatic clause (one month's notice in some cases)	32.7%
Open ended (three months' notice)	45.1%
Open ended (six months' notice)	18.5%
Fixed term without diplomatic clause (one to five years)	3.7%

█ One client accounts for 10% or more of segmented turnover. The five biggest clients account for 36% of turnover and the ten biggest for 48% of turnover.
█ The annual rental value of the rented properties is EUR 18.4 m, which is higher than the 2018 turnover because the Bois Nobles homes were not available until the end of the year.

21. Payroll expenses

(IN EUR k)	2016	2017	2018
Wages, salaries and social benefits	3,666	3,495	3,088
Capitalized charges	(249)	(129)	(294)
Pension costs (defined benefit plan)	49	64	45
	3,466	3,430	2,839

The employee costs in 2017 include EUR 200 k in restructuring costs at CARRIGRES (see note 25), which covers the termination benefits of employees who left the company by mutual agreement.

22. Depreciation allocation

The amortization allocation concerns intangible assets (EUR 8 k), property, plant and equipment (EUR 505 k) and investment property (EUR 2,429 k) (see notes 6 and 7).

23. Impairments

In 2017, impairments mainly consisted of an exceptional depreciation of the CARRIGRES deposit (see note 6) of EUR 3,360 k (see note 25), so the value of the deposit has changed as follows:

Value at December 31, 2016	EUR 9,432 k
Depreciation based on production	EUR (56) k
Exceptional depreciation	EUR (3,360) k
Value at December 31, 2017	EUR 6,016 k
Depreciation based on production	EUR (69) k
Value at December 31, 2018	EUR 5,947 k

In 2018 a write-down was also applied to the receivable from i-Finance of EUR 48 k.

Write-downs, net of reversals, on commercial receivables of EUR 186 k were also recognized, with write-downs, net of reversals, on stocks of EUR 21 k.

In addition, a write-down on another receivable of EUR 870 k was reversed due to the payment for the expropriation of a UTEXAFRICA site.

24. Other operating charges

(IN EUR k)	2016	2017	2018
Rental expenses	46	65	69
Maintenance and repairs (subcontracted)	607	652	668
Fuel and lubricants	26	19	22
Water	172	172	179
Electricity	626	606	650
Office supplies	66	53	52
Communication costs	116	89	89
Third party fees and remuneration	1,503	1,461	1,610
Transport costs (rebilled)	0	76	28
Insurance	73	70	53
Travel costs	160	163	147
Advertising and representation costs	155	168	200
Directors	558	310	632
Tax (other than income tax)	1,130	1,134	1,134
Various	450	354	398
	5,688	5,392	5,931

Fifty-five percent of fees are legal and security costs, which are essential for the protection of the property of the Group. Taxes include Congolese tax on the rental revenue of TEXAF s.a. of EUR 825 k in 2018. This tax is levied on gross revenue rather than the resulting profit.

25. Other operating income

(IN EUR k)	2016	2017	2018
Restaurant - pool house	314	363	395
Rebilling water, power	759	687	647
Various	1,022	443	382
	2,095	1,493	1,423

Other income includes revenue from sandstone transport, air-conditioning equipment maintenance, fees for assessment of state of rented properties and sales of decommissioned equipment.

26. Non-recurring operating items

█ The non-recurring operating items are income or expenses related to the operating activity of the Group that are uncommon, that is to say, they do not occur every year. Since 2017, these are limited to 1. gains or losses on disposal of non-current assets, 2. allocations to (or reversals of) write-downs on non-current assets and 3. costs relating to major restructuring, purchase or disposal of an activity (such as redundancy costs, plant closure and commissions paid to third parties to acquire or dispose of an activity)
█ For the financial year ended on December 31, 2016, the non-recurring items consisted of value adjustments on stock (EUR 13 k), value adjustments on claims (EUR -192 k), a write down on i-Finance (EUR -813 k), a value adjustment on fixed assets (EUR 193 k) and reversals of various provisions (EUR 50 k).
the non-recurring expenditure consisted of the exceptional depreciation of the sandstone deposit (EUR 3,360 k) (see notes 6 and 22), the restructuring costs at CARRIGRES (EUR 200 k) (see note 20) and a write-down on the i-Finance loan (EUR 50 k) (see note 22).

█ For the financial year ended on December 31, 2017,

█ For the financial year ended on December 31, 2018, the non-recurring income consisted of the profit generated by the indemnity for expropriation actually collected by UTEXAFRICA (EUR 1,378 k, including EUR 870 k reversal of the write-down on receivable and EUR 508 k gain on property, plant and equipment) and the gain by CARRIGRES on the sale of a non-operating property (EUR 152 k).

27. Financial expenses

(IN EUR k)	2016	2017	2018
Interest expense	738	703	624
Capitalized interest expenses	(407)	(115)	(195)
Foreign exchange losses	328	595	(2)
Other financial charges	108	7	12
	767	1,190	438

Financial expenses include in 2017 exchange losses of EUR 592 k, primarily on VAT credits in Congolese francs.

28. Income tax

(in EUR k)	2016	2017	2018
Current taxes	(73)	75	(1,140)
Deferred taxes (note 16)	101	2,255	5,811
	28	2,330	4,671

Current taxes in 2017 comprised a reversal of a provision of EUR 1,065 k, which fully offset the tax expense of the financial year.

Deferred taxes in 2017 comprised a reduction in the provision for deferred taxes on the deposit, following its impairment, of EUR 1,176 k and a decrease of EUR 1,000 k in the provision for deferred taxes on the buildings to bring them in line with their tax value in Congolese francs. In 2018, deferred taxes were reduced, on the one hand, by EUR 4,139 k to adjust to the revised tax value in Congolese francs and, on the other hand, by EUR 2,397 k to reflect the reduced tax rate on profit in DRC from 35% to 30%. On the other hand, the deferred Belgian taxes were revalued by EUR 741 k, following, among other things, the elimination of a tax asset that the Board deemed no longer to exist.

The connection between the tax rate applicable to the parent company and the actual tax rate is as follows:

(in EUR k)	2016	2017	2018
Tax expense based on the tax rate applicable to the parent company	(1,845)	(755)	(2,478)
Result before tax	5,428	2,220	8,261
Applicable tax rate	33.99%	33.99%	30.00%

Reconciliation items	251	1,500	585
Impact of the rates in other jurisdictions	(45)	(4)	(337)
Change in tax rate	0	0	(44)
Impact of deductible notional interest	71	13	0
Impact of non-taxable revenue	746	1,196	944
Impact of non-deductible expenses	(498)	(515)	(65)
Impact of used tax losses	61	84	155
Impact of tax liabilities not recognized during the financial year	(29)	(217)	(155)
Impact of tax liabilities recognized during the financial year	0	1,000	0
Other	(55)	(57)	87

Tax expense based on the effective tax rate	(1,594)	745	(1,893)
Result before tax	5,428	2,220	8,261
Effective tax rate	29.37%	(33.58%)	22.92%
Adjustments to tax due in previous years	1,622	1,585	974
Adjustments to deferred taxes	-	-	5,590
TOTAL TAXES	28	2,330	4,671

The non-taxable revenue mainly comprises the rental revenue of TEXAF s.a., which is subject to a special tax on rental revenue (see note 24).

The tax liabilities recognized during the financial year fell by EUR 1,000 k in 2017 following an adjustment of deferred taxes in line with the remeasured tax value (see note 17).

In 2018, deferred taxes were reduced, on the one hand, by EUR 4,139 k to adjust to the revised tax value in Congolese francs and, on the other hand, by EUR 2,397 k to reflect the reduced tax rate on profit in DRC from 35% to 30%. Various other changes, including the credit note for a Belgian tax asset that no longer has a reason to exist, lead to an increase of EUR 946 k.

29. Result per share

The basic result per share is calculated by dividing the net profit allocated to shareholders of the parent company by the weighted average number of ordinary shares in circulation in the course of the financial year, excluding share buy-backs.

(in EUR k) 2016 2017 2018 Net profit to shareholders of the parent company (in EUR '000) 5,454 4,542 12,909 Weighted average number of ordinary shares in circulation 3,543,700 3,543,700 3,543,700 Basic result per share (EUR per share) 1.54 1.28 3.64

30. Dividend per share

The net dividend of EUR 0.68 (gross EUR 0.9714) per share proposed to the General Meeting of May 14, 2018 for the financial year closed on December 31, 2018, representing a total distribution of EUR 3,442, is not recognized in liabilities in the financial statements at December 31, 2018.

The dividend proposed for the financial year 2017 (a total of EUR 2,886 k) was approved by the General Meeting of May 8, 2018 and paid in 2018. This dividend was therefore no longer part of equity at December 31, 2018.

Under IFRS, dividend is not recognized as a liability.

31. Cash from operations

(in EUR k)	Note	2016	2017	2018
Result of the period		5,456	4,550	12,932
Adjustments:
Tax	27	(28)	(2,330)	(4,671)
Amortization of intangible assets		17	19	8
Depreciation of property, plant and equipment	7	719	615	505
Depreciation of investment property	8	2,051	2,384	2,429
Adjustment of depreciation of investment property	8	(201)	-	22
Loss / (profit) on disposal of non-current assets		(3)	-	(660)
Net changes to provisions for other liabilities	15	-	-	-
Net changes to liabilities resulting from post-employment benefits	16	49	63	45
Impairments of assets through the income statement	25	1,018	3,328	(578)
Interest expense	26	331	588	428
Interest income		(12)	-	-
Unrealized exchange losses / (profits)		139	-	-
Changes to working capital (excluding changes to consolidation scope and translation differences):
Inventory		1,666	152	(208)
Clients and other debtors		(252)	447	1,511
Rent guarantees received		(148)	190	478
Suppliers and other creditors		(931)	(787)	1,069
CASH FROM OPERATIONS		9,871	9,219	13,310

32. Litigation and contingencies

█ Part of the CARRIGRES site is illegally occupied by squatters, which could prevent the development of the quarry's exploitation in the longer term. The company is doing everything within its power to eject these illegal occupants. This part of the deposit is not valued in the accounts.
█ IMMOTEX is a party to various legal actions to protect its site in Kinsuka (104 ha) from attempts at illegal appropriation of all or some of the site by third parties.
█ TEXAF is also party to several legal actions to fight attempts to illegally appropriate its site at "Petit pont".
█ UTEXAFRICA is confronted with attempts to build on the land liable to flooding between its compound and the river. To protect itself, in 2017 it was granted a 25-year rental contract covering this area by the state.
█ The Group has won all the above cases in the courts of Kinshasa and expects these court decisions to be applied.

33. Commitments

█ CONGOTEX was put into liquidation in 2007. IMMOTEX agreed to a USD 1 m loan to facilitate the liquidator's work in settling certain priorities, such as the social liabilities. This loan is completely covered by a provision. The TEXAF Group is not obliged to contribute financially over and above the shareholder efforts it has made to this date.
█ Some TEXAF real estate (net book value EUR 1,712 k) is provided as collateral to Congolese banks to cover five loans, initially totaling EUR 11,940 k (see note 13 above).
█ The company has committed to granting one of the executive directors remuneration based on a share option plan, the details of which still need to be fully agreed.
█ TEXAF has undertaken to subscribe to the PARTECH AFRICA fund for an amount of EUR 830 k, which has not yet been called in.
█ The Democratic Republic of Congo has undertaken to compensate UTEXAFRICA an outstanding amount of USD 3.7 m for an expropriation.

34. Transactions with affiliated parties

S.F.A, which is the main shareholder of TEXAF S.A., rents offices and car parks to TEXAF S.A. in Brussels for EUR 64 k per year.

TEXAF keeps the accounts of SFA and Chagawirald, companies that it controls, in lieu of a debt of EUR 300 k dating from 2002.

The lawyers office De Croo - Desguin, linked to Herman De Croo, director, charges consulting fees of EUR 20 k per year to TEXAF S.A.

The Group regularly buys goods and services from Chanimétal (EUR 221 k in 2018), a company co-controlled by Chanic, director.

Imbakin Holding, a company controlled by SFA, has a receivable of EUR 399 k from TEXAF.

In 2018 CARRIGRES sold a freestanding house to a company linked to Albert Yuma, director, for EUR 209 k.

The directors received the following remunerations in 2018:

	Fixed remuneration (gross)	Attendance fee (gross)	Variable remuneration (gross)	Total remuneration (gross)
Chanic s.a. represented by Vincent Bribosia	12,000	5,000	-	17,000
Herman De Croo	12,000	5,000	-	17,000
Charlotte Croonenberghs	12,000	4,000	-	16,000
Philippe Croonenberghs	18,000	12,000	58,810	88,810
Michel Gallez	0	0	-	0
Danielle Knott	17,000	5,000	-	22,000
Dominique Moorkens	12,000	13,000	-	25,000
Pascale Tytgat	17,000	9,000	-	26,000
Albert Yuma	0	0	-	0

35. Remuneration of principal managers

The remunerations and other short-term benefits granted to the main directors were EUR 766 k in 2018 (EUR 521 k in 2017), split as follows:

	Employer cost	Variable remuneration	Pension plan	Company vehicle	Total
CEO	340,477	120,310	In accordance with DRC law	Yes	460,787
CFO	155,000	120,232	29,996	Yes	305,228

36. Remuneration of the auditor

█ Fees relative to the duties of the auditor exercised for the Group in 2018: EUR 47 k.
█ Fees relative to the duties of the auditor and the persons with which the auditor is connected (in 2018): EUR 47 k

37. Events after the reporting period

Nil

38. Structure de l'actionnariat (total des titres émis : 3.543.700 - depuis le 13 mai 2014)

█ On May 13, 2014 TEXAF published the following information following the capital increase decided by the Extraordinary General Meeting of May 13, 2014:

Number of shares in circulation		3,543,700
Total number of voting rights		3,543,700
Total capital	EUR 21,508,160.84

Holders of voting rights:
Société Financière Africaine	2,206,760	62.27%
Middle Way Ltd	354,370	10.00%

Société Financière Africaine is controlled by Chagawirald SCS, which in turn is controlled by Philippe Croonenberghs.

Middle Way Ltd is wholly owned by Member Investments Ltd. The ultimate beneficiary of Member Investments Ltd is CCM Trust (Cayman) Ltd, a trust of the Cha family.

█ On August 23, 2018 TEXAF communicated information regarding article 74 of the TOB law to the FSMA.

Shareholders:
Société Financière Africaine holds	62.42%
2,212,765 shares or
Middle Way Ltd holds 354,370 shares or	10.00%
Total shares issued	3,543,700

█ Sales transactions on TEXAF shares executed by persons initiated during the financial year 2018:
- ─ On July 18, Jean-Philippe Waterschoot sold 5,000 shares for EUR 146,544 on the stock exchange
- ─ On November 16, Christophe Evers sold 3,800 shares for EUR 106,400 off book.
- ─ On November 16, Christophe Evers sold 2,800 shares for EUR 84,000 off book.
- ─ On November 16, S.F.A. (linked to Philippe Croonenberghs) bought 2,800 shares for EUR 84,000 off book.

SUMMARY OF THE PRINCIPAL ACCOUNTING POLICIES

The main accounting policies applied when preparing the consolidated financial statements are set out below. Unless stated otherwise, these policies have been applied in a permanent way to all financial years presented.

1. Accounting policies of the Group

The statutory accounts of the entities included in the consolidation are prepared in accordance with the local accounting rules. They are then processed again if necessary to comply with the accounting policies described below, when this has a significant impact on the consolidated accounts.

2. Consolidation principles

The consolidated financial statements comprise the financial statements of TEXAF S.A., its subsidiaries and the share of the Group in the equity and results of joint ventures and associated enterprises

2.1. STAKES IN SUBSIDIARIES

Subsidiaries are entities controlled by the TEXAF Group. "Control" exists when TEXAF holds the power (>50% of voting rights) to direct the financial and operating policy of a company to gain advantages from these activities.

The stakes in subsidiaries are consolidated on the date control is transferred to the Group and consolidation ends on the date the Group surrenders control.

At the moment of acquisition, the assets and liabilities of a subsidiary are valued their fair value on this date. Any surplus (deficit) of the acquisition cost compared with the fair value of the net asset acquired is recognized in accordance with the principles stated in point 3 below.

The subsidiaries are consolidated in full. This means that the separate financial statements of the subsidiary are combined line by line with those of the parent company of the Group, adding the similar items of assets, liabilities, expenses and income. The following steps are taken to ensure that the consolidated financial statements present the financial information of the Group in the same way as a single company:

█ the book value of the parent's stake in its subsidiary and the share of the parent in the equity of the subsidiary are eliminated, producing a net contribution of the subsidiary in the consolidated reserves of the Group;
█ the minority interests (that is stakes that are not held by the parent, either directly or indirectly through the subsidiary) in the net result of the subsidiary are identified and subtracted from the result of the Group;
█ the minority interests in the net assets of the subsidiary are identified and presented in the consolidated balance sheet separate from the liabilities and equity of the parent.

The intra-group balances and transactions and the unrealized losses or profits that result from them are eliminated in the consolidation. If necessary, the accounting policies of the subsidiaries are adapted to ensure the preparation of consolidated financial statements on the basis of uniform accounting policies.

An investor has control over an entity in which the investment is made when this investor has the effective rights to run the relevant activities, that is the activities with a major impact on the performance of the entity in which the investment is made.

The investor controls an issuing entity if and only if all the following criteria are met:

█ The investor holds the power over the issuing entity (see paragraphs 10 to 14);
█ The investor is exposed to or has a right to variable returns by virtue of the investor's links to the issuing entity (see paragraphs 15 and 16);
█ The investor is able to exercise the control over the issuing entity to influence the amount of the returns that it receives (see paragraphs 17 and 18) (IFRS 10.7).

2.2. STAKES IN JOINT VENTURES

The entities that are jointly controlled, that is entities that the Group controls jointly by means of a contractual agreement with one or more other companies, are consolidated by the equity method.

According to this method, the stakes held in the joint ventures are first recorded at the acquisition price, then adjusted to take account of the share of the Group in the losses or profits of the company beginning on the acquisition date. These stakes and the share of the Group in the result for the financial year are presented in the balance sheet and the income statement respectively as stakes in the companies consolidated by the equity method and as a share in the result of the companies consolidated by the equity method.

If the share of the Group in the losses of joint ventures exceeds the net book value of the stake, the net book value is reduced to zero. The losses beyond this amount are not recognized, with the exception of the amount of the commitments of the Group toward its joint ventures.

2.3. STAKES IN ASSOCIATED ENTERPRISES

Associated enterprises that TEXAF does not control solely or jointly but on whose financial and operating decisions it is able to exert a significant influence (which is generally the case when the company holds between 20% and 50% of the voting rights) are recognized by the equity method.

According to this method, the stakes held in the associated enterprises are first recorded at the acquisition price, then adjusted to take account of the share of the Group in the losses or profits of the company beginning on the acquisition date. These stakes and the share of the Group in the result for the financial year are presented in the balance sheet and the income statement respectively as stakes in the companies consolidated by the equity method and as a share in the result of the companies consolidated by the equity method.

If the share of the Group in the losses of associated enterprises exceeds the net book value of the stake, the net book value is reduced to zero. The losses beyond this amount are not recognized, with the exception of the amount of the commitments of the Group toward its associated enterprises.

3. Business combination

3.1. GOODWILL

Goodwill represents the surplus of the purchase cost of the grouping of companies compared with the share the fair value of the identifiable assets and liabilities of a subsidiary, an associated company or a joint venture on the date of acquisition. It therefore represents the part of the price paid by the acquirer for the future economic benefits from the assets that cannot be identified individually and recognized separately. Goodwill is also recognized for associated enterprises and joint ventures.

After initial recognition, goodwill is subjected to an annual impairment test or more frequently if events or changes of circumstances suggest that there might be a loss of value. To do so, the goodwill is allocated to operating companies, which correspond to cash-generating units, and, more particularly, the lowest level at which the goodwill is monitored for the needs of internal management.

3.2. NEGATIVE GOODWILL

Negative goodwill represents the surplus of the share acquired in the fair value of the identifiable assets and liabilities of an acquired subsidiary, an associated company or a joint venture compared with the cost of the grouping of the companies, on the date of acquisition.

Negative goodwill is recognized immediately in the income and is not subsequently reversed.

4. Currency conversion

4.1. FUNCTIONAL CURRENCY AND PRESENTATION CURRENCY

The items included in the separate financial statements of each entity of the Group (parent, subsidiaries, associated enterprises or joint ventures) are valued using the reference currency in the economic environment in which the entity operates (functional currency). In this context, the choice of functional currency is based on the relative importance of each transactional currency in the items on the income statement representative of the operating activities of the entity. If this choice is not clearly evident, the management uses its judgment to determine the functional currency that faithfully represents the economic effects of underlying transactions, events and conditions.

The consolidated financial statements of TEXAF are presented in euros, the functional currency of the parent company TEXAF S.A.

4.2. RECOGNITION OF TRANSACTIONS IN FOREIGN CURRENCIES

Upon initial entry in the books a transaction in foreign currency must be recognized in the functional currency of the entity, applying the exchange rate on the transaction date to the foreign currency amount.

For practical reasons, an approximation of the day rate can be used (monthly average) if a large number of transactions have been conducted and the exchange rate does not vary in a significant way. If an approximation is used, it is applied to all transactions completed in a foreign currency in the course of the financial year. With this in mind, there is cause to use an average rate for current transactions and a historical rate for non-current transactions.

4.3. CONVERSION PRINCIPLES

The balance sheet of foreign entities (none of which use the functional currency of a hyperinflationary economy) is converted to euros on the basis of the exchange rate at the end of the period (closing price), with the exception of equity, which is kept at its historical rate. The differences resulting from the use of the historical rate for equity and the closing rate for the rest of the balance sheet are recognized in "accumulated translation differences" of equity.

The income statement is converted at the average monthly rate (which is the average over the year of the rates at the end of every month for the relevant currencies. The differences resulting from the use of the average monthly rate for the income statement and the closing rate for the balance sheet are recognized in "accumulated translation differences" of equity.

5. Property, plant and equipment

5.1. INVESTMENT PROPERTY

Land and buildings, corresponding to the definition of investment property, which is land or a building held to benefit from rent and/or to put capital to work and not occupied by the Group, are valued by means of the historical cost method less the combined depreciations and any impairments.

The fair value of investment property at the date of transition to IFRS has been assessed, property by property, based on the required yield for these properties and the land value.

Concerning the depreciation of investment property, land is not depreciated. The share representing the value of construction is depreciated on the basis of its useful life for the company, that is 5-20 years depending on the condition co-efficient attributed by the management. However, a residual value must be taken into account for each building beyond which depreciation is no longer continued. This is the presumed disposal value of the asset at the end of its useful life. This residual value is estimated at a fixed percentage of the historical cost, which is 20%. As an exception, the residual value of some COTEX and IMMOTEX buildings that are to be demolished in due course is also depreciated over 4-10 years, depending on how long they are expected to be kept.

5.2. PROPERTY, PLANT AND EQUIPMENT

5.2.1. Other land and buildings

Land and buildings held by the Group but not corresponding to the definition of investment property are valued by means of the historical cost method less the combined depreciations and any impairments.

The constructions are depreciated over a term of 5-20 years depending on the condition co-efficient attributed by the management, with a residual value of 20%.

Property, plant and equipment under construction are not depreciated.

5.2.2. Sandstone deposit (quarries)

The deposits are valued by means of the historical cost method less the accumulated depreciations and any impairments and are depreciated proportionate to the production compared with the estimated reserves.

The Group only exploits one deposit and does not explore additional deposits and consequently does not apply IFRS 6 for the recognition of exploration costs.

5.2.3. Other property, plant and equipment

Property, plant and equipment are recognized at their historical cost less accumulated depreciations and any impairments. The depreciations are calculated using the straight line method over the expected useful life of the assets in question and with due consideration for any residual value.

The depreciation of property, plant and equipment only begins when they are ready for their expected use.

The profit or loss resulting from the disposal and decommissioning of an asset corresponds to the difference between the income from the sale and the book value of the asset. This difference is recognized on the income statement.

Technical systems, machines and tools are depreciated over their useful life of 4-10 years.

Vehicles are depreciated over their useful life of 4-5 years.

Layouts and accessories are depreciated over their useful life of 3-10 years.

Improvements made to rented properties and other property, plant and equipment are fully depreciated. Acquisitions in this category of assets will be depreciation over their useful life.

6. Rental contracts

Rent from simple rental contracts is recognized in expenses on a straight line basis over the term of the relevant rental contract.

7. Costs of borrowing

The costs of borrowing directly attributable to the acquisition, construction or production of qualified assets (assets necessitating a long period of preparation before they can be used or sold) are added to the cost of these assets until they are ready for their expected use or sale. The income gained from the temporary investment of specific borrowed funds for the qualified assets are deducted from these assets.

All the other costs of borrowing are recorded in the net profit or loss of the ongoing financial year in which they are stated.

8. Financial assets

The financial assets are classified in one of the following four categories:

█ Financial assets at fair value through the income statement;
█ Loans and receivables;
█ Investments held until maturity;
█ Assets held for sale

The valuation and recognition principles are defined category by category.

All the recognized financial assets are then measured in their totality either at amortized cost or fair value, depending on their classification:

The financial assets that fulfil the following conditions are measured at amortized cost:

█ The financial asset is held with a view to obtaining contractual cash flows.
█ The contractual terms of the financial asset generate, on specific dates, cash flows that are exclusively repayments of the principle and interest on the remaining due balance.

The expected loss model is applied for the amortization of these assets. This model demands the recognition of expected losses and changes to these expected losses at every closing date. All aforementioned financial assets are subjected to an amortization analysis. For losses on client receivables without significant interest component, the Group applies the simplified method authorized by IFRS 9, by which the expected loss is recognized over the life of the asset. As the Group has a limited number of clients, and it knows them personally, each receivable is examined individually with the debtor to determine the risk of non-payment.

Furthermore, since the financial year 2016 the rents payable by debtors that systematically have problems paying are only recognized when they are effectively collected.

Bank deposits are maintained at their nominal value if there is no indication that the bank is in difficulty.

9. Impairment of assets

Property, plant and equipment and other non-current assets are subjected to a impairment test every time an event or a change of circumstances indicates that the recoverable value of the asset is lower than its book value The recoverable value is the higher of the fair value of an asset less the sale costs and its return value. An impairment is recognized at the amount at which the book value exceeds its recoverable value.

For the needs of impairment tests, the assets are grouped at the lowest level of asset grouping that generates largely independent cash inflows (cash-generating units). The impairments of long-term assets or liabilities are immediately recognized as an expense under non-recurring items. If the loss is no longer justified in subsequent periods, due to the recovery of the fair value or the return value, the impairment is reversed. The reversal of an impairment is immediately recognized as income under non-recurring items. Writedowns and reversals of write-downs are non-recurring items.

10. Inventory

The stocks are measured at the lower of cost (raw materials) or cost price (work in progress and finished products) and net realizable value. Cost includes the direct raw materials; cost price includes the direct raw materials, direct labor and general costs incurred to get the stocks to the place they need to be in the condition they need to be. The realizable value is the estimated sale price less the estimated costs needed to make the product saleable, including marketing and distribution costs. The value of stocks is determined by the application of the weighted average price method. When the circumstances justifying the impairment of stocks ceases to exist, the amount of the impairment is reversed.

11. Cash and cash equivalents

Cash and cash equivalent comprise the cash in hand and deposit accounts that have a maturity of three months or less from the date of acquisition. Overdrafts are reclassified as debts.

The Group holds redeemable bills, promissory notes, debentures and short-term loans to associated companies and loans to other parties within an economic model the aim of which is to collect the contractual cash flows that correspond exclusively to the repayment of the principal and the interest payments on the principal remaining due. All these financial assets are therefore classified at amortized cost.

12. Assets and liabilities held for sale

Under IFRS 5, assets or group of assets held for sale, other than usual disposals, are presented on a separate line in the balance sheet under assets or liabilities and are measured at the lower of the carrying amount and fair value less costs to sell.

Non-current assets presented in the balance sheet as held for sale are no longer depreciated from the date of this presentation. An asset will be classified as an asset held for sale only if the sale is highly likely within one year, if the asset is available for immediate sale in its current condition and if an asset sale plan has been undertaken by the management.

An abandoned activity is a component of the activity of the Group that represents a main and distinct line of activity or geographic region.

An activity is considered to be abandoned when the criteria for classification as activity to be sold have been satisfied or the Group has sold the activity. The activities sold are presented on a single line in the income statement comprising the sale result after tax.

13. Share capital and retained earnings

Retained earnings can only be distributed if they exceed the amount invested in treasury shares.

The dividends of the parent company payable to the ordinary shares are only recognized as debt after their appropriation by the General Meeting.

14. Provisions

Provisions are recognized when the following three conditions are met:

█ on the closing date, the entity has a current liability (legal or implicit) resulting from a past event;
█ it is likely that an outflow of resources representing economic benefits will be needed to fulfil the liability;
█ the amount of the liability can be reliably estimated.

The amount recognized as a provision is the best estimate of the expense needed to fulfil the current liability on the closing date. The estimates are based on the judgment of the management, supplemented with experience of similar transactions. If needed, management may get the advice of independent experts. Events after the closing date are also taken into account.

15. Employee benefits

Employee benefits are split into four categories:

█ short-term benefits: salaries, social security contributions, sickness leave, paid leave, profit-sharing and bonus over 12 months, as well as non-monetary benefits such as housing and company car;
█ post-employment benefits: payments upon retirement and contributions to post-employment medical costs;
█ other long-term benefits: benefits in kind related to years of service milestones;
█ termination benefits.

15.1. SHORT-TERM BENEFITS

█ The cost of short-term benefits must be recognized during the financial year in which the member of staff has provided services that give right to these benefits.
█ These are short-term benefits so no discounting will be applied.

15.2. POST-EMPLOYMENT BENEFITS

Post-employment benefits must be listed and classified in one of the following two categories, depending on their definition:

█ Defined contribution plans: post-employment benefit schemes by virtue of which the company pays defined contributions to a separate entity (a fund) and has no legal or implicit obligation to pay supplementary contributions if the fund does not have enough assets to service all the benefits corresponding to the services provided by the employees during the financial year and subsequent financial years. In this case, the actuarial risk and the investment risk is borne by the employees.
█ Defined benefit plans: post-employment benefit schemes that are not defined contribution plans.

In the event of a defined contribution plan, the contributions to the plan are recognized during the financial year in which the employee provides the services that give right to these benefits. Only the amount paid during the financial year must be recognized as a cost. If the amount paid exceeds the amount due, the surplus must be recognized in assets (charge to be carried forward) insofar as such an advance results in the reduction of future payments or reimbursement. Conversely, a liability must be recognized in liabilities if the amount due is higher than the amount paid.

In the event of a defined benefit plan, the liability to be recognized in the financial year must be calculated using the projected unit credit actuarial method. Under this method, the liability is equivalent to the present value of the benefits acquired on the basis of past years of service and, if applicable, the projected salaries.

The application of the method requires a precise inventory of the benefits granted and the granting conditions as well as the use of the following actuarial data:

█ Likelihood of reaching the retirement age;
█ Discount rate;
█ Nominal growth rate of salaries.

The Group has not created a legal entity to finance the liabilities provided for in the defined benefit plan, so all the liabilities relating to past services are recognized in the balance sheet.

From January 1, 2013, TEXAF applies the amended version of IAS 19, particularly:

█ Actuarial losses and gains (changes to assumptions or experience) are recognized in"other items of the comprehensive result";
█ The new changes to schemes must be recognized in full in the income statement.

The actuarial gains and losses result in changes to actuarial assumptions and the actual situation as observed.

For defined benefit plans, the charge recognized in the operating result includes the cost of services provided in the course of the financial year, as well as the effects of any change, reduction or liquidation of the scheme.

In DRC the regulations and the collective labor agreements impose the grant of a single fixed payment upon retirement, which corresponds to a defined benefit plan. Furthermore, some employees benefit from a defined contribution plan.

15.3. OTHER LONG-TERM BENEFITS

These are benefits in kind related to years of service milestones granted by the companies of the TEXAF Group to their employees.

These benefits are recognized as a charge when they are granted.

15.4. TERMINATION BENEFITS

These are benefits payable in relation to:

█ the end of the employment contract before the regular retirement age;
█ an offer made to encourage voluntary departure.

The cost of these benefits is recognized in the income statement when the entity that employs the person under consideration takes action to terminate the contract of employment and/or grants a payment as part of an offer made to encourage voluntary departure.

16. Financial liabilities

The financial liabilities are classed in one of the following two categories:

█ financial liabilities at fair value through the income statement;
█ other financial liabilities.

The valuation and recognition principles are defined category by category.

16.1. FINANCIAL LIABILITIES AT FAIR VALUE THROUGH THE INCOME STATEMENT

These are financial liabilities which upon their initial recognition were designated as being valued at their fair value with changes to this fair value recognized in the income statement or financial liabilities held for a speculative purpose.

In this category, the financial liabilities are valued and recognized at their fair value and the changes to fair value are recognized in the income statement.

The fair value is the amount for which a liability can be agreed between well informed consenting parties acting in normal conditions of competition.

16.2. OTHER FINANCIAL LIABILITIES

These are financial liabilities that do not fulfil the definition of the preceding category.

Upon their initial recognition, the other financial liabilities are measured at their fair value. They are then measured and recognized at cost amortized on the basis of the effective interest rate method.

Bois Nobles district. Musiciens district.

17. Deferred taxes

Generally, deferred tax assets and liabilities are recognized on the timing differences existing between the tax base of the assets and liabilities and their accounting value in the financial statements. They are then adjusted to take account of the changes to tax rates expected to apply when the timing difference is reversed.

The deferred tax assets and liabilities are offset when they relate to taxes levied by the same tax authority on the same legal entity and the Group has a legally enforceable right to settle its current tax assets and liabilities on a net basis. No offsetting between distinct legal entities has been applied.

17.1. DEFERRED TAX LIABILITY

A deferred tax liability is recognized for all taxable timing differences, except where the deferred tax liability is generated:

█ due to the initial recognition of goodwill
█ due to the initial recognition of an asset or a liability in a transaction that is not a business combination and does not affect the accounting result or the tax result on the transaction date.

17.2. DEFERRED TAX ASSET

A deferred tax asset is recognized for all deductible timing differences insofar as it is likely that a taxable profit will be available to which these deductible timing differences can be charged. Nevertheless, no deferred tax asset is recognized for deductible timing differences coming from the initial recognition of an asset or a liability in a transaction that is not a business combination and does not affect the accounting result or the tax result on the transaction date.

Furthermore, a deferred tax asset is recognized for the carryforward of unused tax losses and unused tax credits insofar as it is likely that the entity will have future taxable profits to which these unused tax losses and credits can be charged.

18. Income recognition

█ Income is recognized when it is likely that it will be earned and the amount of this income can be reliably assessed. In particular, since the financial year 2016 the rents payable by debtors that systematically have problems paying are only recognized when they are effectively collected.
█ The sale of property is recognized when the significant inherent risks and advantages of owning the property are transferred to the buyer.
█ Rental income from simple rental contracts is recognized on a straight line basis over the term of the relevant rental contract.
█ IFRS 15 Revenue from Contracts with Customers also came into force on 01.01.2018. IFRS 15 establishes a single complete model for the recognition of revenue from ordinary activities from contracts with clients. It has no material impact on the consolidated financial statements of Texaf, as these rental contracts are not within the scope of the standard and represent the main source of revenue for Texaf. The principles of IFRS 15 nevertheless apply to any non-rental components in the rental contracts or in separate agreements, such as maintenance services payable by the tenant. Bearing in mind that these non-rental components are relatively limited and mainly represent services recognized gradually under both IFRS 15 and IAS 18, Texaf confirms that IFRS 15 has no material impact in this respect.
█ Furthermore, the application of IFRS 15 on the Quarry business has no impact on the consolidated accounts of Texaf, as the sale of these goods is recognized at the time of delivery.
█ The income from interest is recognized in the year this interest occurs, calculated on the basis of the principal due and according to the applicable interest rate.
█ Share dividends are recognized when the right of the shareholder to receive the payment is established.

19. Use of estimates

The preparation of the consolidated financial statements of TEXAF in accordance with IFRS has led the Group to use estimates and make assumptions that could have an impact on the amounts of the assets and liabilities presented, the information to be provided on any assets and liabilities on the closing dates as well as the amounts presented in expenses and income. The actual results may be different from these estimates.

AUDITOR'S REPORT TO THE GENERAL MEETING OF TEXAF SA FOR THE FINANCIAL YEAR ENDED ON DECEMBER 31, 2018.

In the context of the statutory audit of the consolidated financial statements of Texaf SA ("the company") and its subsidiaries (jointly "the group"), we hereby submit our statutory audit report. This report includes our report on the consolidated financial statements and the other legal and regulatory requirements. These parts should be considered as integral to the report.

We were appointed in our capacity as statutory auditor by the shareholders' meeting of 10 May 2016, in accordance with the proposal of the board of directors issued upon recommendation of the audit committee. Our mandate will expire on the date of the shareholders' meeting deliberating on the financial statements for the year ending 31 December 2018. We have performed the statutory audit of the consolidated financial statements of Texaf SA for 3 consecutive periods.

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

Unqualified opinion

We have audited the consolidated financial statements of the group, which comprise the consolidated balance sheet as at 31 December 2018, the consolidated profit and loss account, the consolidated statement of changes in equity and the consolidated statement of cash flow for the year then ended, as well as the summary of significant accounting policies and other explanatory notes. The consolidated statement of financial position shows total assets of 124 531 (000) EUR and the consolidated statement of comprehensive income shows a profit for the year then ended of 12 932 (000) EUR.

In our opinion, the consolidated financial statements give a true and fair view of the group's net equity and financial position as of 31 December 2018 and of its consolidated results and its consolidated cash flow for the year then ended, in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium.

Basis for the unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISA), as applicable in Belgium . In addition, we have applied the International Standards on Auditing approved by the IAASB applicable to the current financial year, but not yet approved at national level. Our responsibilities under those standards are further described in the "Responsibilities of the statutory auditor for the audit of the consolidated financial statements" section of our

report. We have complied with all ethical requirements relevant to the statutory audit of consolidated financial statements in Belgium, including those regarding independence.

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

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

Emphases of matter

Without modifying the unqualified opinion expressed above, we draw your attention to the note 6 of the consolidated financial statements, which describes the analysis made on the valuation of the sandstone quarry that the group owns near Kinshasa in the Democratie Republic of Congo. Following a deep review of the impairment test model and the forecasts, an exceptional amortization of 3,36 million EUR was recognized in the consolidated financial statements for the year ended 31 December 2017. As of 31 December 2018, management has updated the impairment test, which has confirmed the net book value of 6 million EUR presented in the accounts. This test is very sensitive to changes in the variables used, which, in the current environment in the Democratie Republic of Congo, are difficult to assess, particularly in terms of future revenue and which in different scenarios could lead to an additional impairment.

We also draw attention to the note 7 of the consolidated financial statements, which includes an estimate of the fair value of the investment properties portfolio. This assessment is based on the judgment of the Board of Directors taking into account the lack of liquidity and transparency of the real estate market in the Democratie Republic of Congo and the virtual absence of comparable transactions.

Finally, we draw attention to the note 1 of the consolidated financial statements, which states that the Group's assets are mainly located in the Democratie Republic of Congo. The economie and regulatory environment of this country has been regularly affected by socio-political unrest. Therefore, it is very difficult to predict its medium-term evolution. However, the consolidated financial statements presented have been prepared in the context of stabilization of the local economie and regulatory environment.

Responsibilities of the board of directors for the preparation of the consolidated financial statements

The board of directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and with the legal and regulatory requirements applicable in Belgium and for such internal control as the board of directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the board of directors is responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters to be considered for going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the group or to cease operations, or has no other realistic alternative but to do so.

Responsibilities of the statutory auditor for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a statutory auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economie decisions of users taken on the basis of these consolidated financial statements.

During the performance of our audit, we comply with the legal, regulatory and normative framework as applicable to the audit of consolidated financial statements in Belgium.

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

█ identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our

opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from an error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

█ obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control;
█ evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;
█ conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the group to cease to continue as a going concern;
█ evaluate the overall presentation, structure and content of the consolidated financial statements, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
█ obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

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

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

From the matters communicated to the audit committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our report unless law or regulation precludes any public disclosure about the matter.

OTHER LEGAL AND REGULATORY REQUIREMENTS

Responsibilities of the board of directors

The board of directors is responsible for the preparation and the content of the directors' report on the consolidated financial statements.

Responsibilities of the statutory auditor

As part of our mandate and in accordance with the Belgian standard complementary (revised in 2018) to the International Standards on Auditing (ISA) as applicable in Belgium, our responsibility is to verify, in all material respects, the director's report on the consolidated financial statements, as well as to report on these matters.

Aspects regarding the directors' report on the consolidated financial statements

In our opinion, after performing the specific procedures on the directors' report on the consolidated financial statements, this report is consistent with the consolidated financial statements for that same year and has been established in accordance with the requirements of article 119 of the Companies Code.

In the context of our statutory audit of the consolidated financial statements we are also responsible to consider, in particular based on information that we became aware of during the audit, if the directors' report on the consolidated financial statements is free of material misstatement, either by information that is incorrectly stated or otherwise misleading. In the context of the procedures performed, we are not aware of such material misstatement.

Statements regarding independence

█ Our audit firm and our network have not performed any prohibited services and our audit firm has remained independent from the group during the performance of our mandate.
█ The fees for the additional non-audit services compatible with the statutory audit, as defined in article 134 of the Companies Code, have been properly disclosed and disaggregated in the notes to the consolidated financial statements.

Other statements

This report is consistent with our additional report to the audit committee referred to in article 11 of Regulation (EU) No 537/2014.

Zaventem, April 10, 2019

The statutory auditor

Deloitte Bedrijfsrevisoren/Réviseurs d'Entreprises CVBA/SCRL Represented by Pierre-Hugues Bonnefoy

DIRECTORS' REPORT OF TEXAF S.A.

The 2018 accounts have been prepared on the basis of the legal and regulatory stipulations in Belgium. The annual financial statements present a profit of EUR 2,560 k on December 31, 2018. The development of the activities of the company and its subsidiaries was described in the above report on the consolidated financial statements.

The vast majority of the assets of TEXAF S.A. are located in the Democratic Republic of Congo, which is a country with failing governance, and are therefore subject to a particular political and environmental risk.

Statement of corporate governance

The corporate governance statement in this 2018 annual report is an integral part of the management report.

Remuneration report

The remuneration report in this annual report is an integral part of the management report.

Abridged annual accounts

The annual financial statements of TEXAF S.A. are presented in an abridged table below in EUR '000.

In accordance with Belgium's Companies Code, the annual accounts of TEXAF S.A. and the auditor's report are submitted to the National Bank of Belgium.

These documents are also available on request at the main office of the company. On April 10, 2019 the Auditor expressed an unchanged opinion on the annual financial statements of TEXAF S.A. with a paragraph of observation concerning the risks inherent to the presence of the group's key assets in the DRC and this country's economic and regulatory environment.

(in EUR k)	2016	2017	2018

ASSETS
Non-current assets	55,544	54,750	54,053
Current assets	4,443	5,124	5,642
	59,987	59,874	59,695
LIABILITIES
Equity	53,365	54,249	56,809
Liabilities	6,622	5,625	2,886
	59,987	59,874	59,695

INCOME STATEMENT
Revenue	3,622	3,713	3,754
Expenses	(2,505)	(2,395)	(2,552)
Professional profit	1,117	1,318	1,202
Financial result	736	638	595
Profit from ordinary activities	1,853	1,956	1,797
Non-recurring results	(1,294)	766	751
Profit for the financial year before tax	559	2,722	2,549
Tax on the result	(12)	1,048	11
PROFIT FOR THE FINANCIAL YEAR TO BE APPROPRIATED	547	3,770	2,560

Comments on the result

Revenue comprises the recurring property rentals of EUR 3,754 k, which are stable compared with 2017.

The operating expenses increased by 6.5%.

The financial result mainly concerns the interest on UTEX-AFRICA debts (EUR 0.7 m) and a write-down on the debt of i-Finance (EUR 54 k) from 2018.

NON-RECURRING RESULTS

In 2016 TEXAF wrote down the stakes in La Cotonnière (EUR 1.2 m) and i-Finance (EUR 0.8 m).

Furthermore, the Board decided to reverse the writedown on the UTEXAFRICA debt of EUR 0.8 m (unchanged compared with 2017 and 2018). The gross amount of this receivable is EUR 19.9 m at December 31, 2018.

Events after the reporting period

On the date of writing of this report, no notable events have occurred.

Prospects for 2019 of TEXAF SA

The prospects for 2019 depend on how the economic and political situation develops in DRC.

Rents are expected to remain stable in 2019.

Conflicting interests

The Board of Directors was called upon to pronounce upon one conflict of interest in 2018 and recorded the following in its minutes:

A company linked to Albert Yuma, director of Texaf SA made an offer for a developed site belonging to Carrigrès; Mr. Yuma therefore states that, in this matter he has an interest of a financial nature contrary to that of the company.

In the absence of Mr. Yuma, the Board examined this offer in compliance with article 523 Companies Code. It established that:

█ This asset is a long way from the quarry, is not used for operations and does not bring in revenue.
█ A valuation report was drawn up on September 3, 2018 by an independent assessor, well established in Kinshasa and, in fact, a regular service provider of the group, valuing it at USD 240,000.
█ A person who had a right of first refusal on this asset waived this right.
█ This sale generates a pre-tax gain of EUR 148,000, consolidated and added to the cash and cash equivalents of Carrigrès.

The Board then decides to sell this asset to the company linked to Mr. Yuma for USD 240,000.

Appropriation of the result

Confident of the positive development of the TEXAF activities in DRC, the Board proposes a 19% increase in the dividend per share and the distribution of EUR 3,442,451 or EUR 0.68 net per share from May 17, 2019 upon presentation of coupon no. 8 at the main offices and branches of Belfius bank.

PROFIT APPROPRIATION PROPOSAL

Profit for the financial year	EUR 2,559,952
Profit carried forward	EUR 23,008,705
Profit to be appropriated	EUR 25,568,657
Return on capital	EUR (3,442,451)
Employee profit sharing 2017	EUR (15,064)
Balance carried forward	EUR 22,111,141

Agenda financier

Walkers, joggers and some cyclists move freely around the concession.

Definitions of alternative performance indicators:

█ EBIT: operating result
█ EBITDA: operating result in which allocations for depreciation are reintegrated
█ Non-recurring: income or expenses that are not expected to be repeated in each accounting year, such as:
- ─ Gain or loss on disposals of non-current assets
- ─ Allocations to (or reversals of) write-downs on non-current assets
- ─ Costs relating to major restructuring, purchase or disposal of an activity (such as redundancy costs, plant closure and commissions paid to third parties to acquire or dispose of an activity)

Specifically, the operating result and the recurring EBITDA are reconciliated as follows:

(in EUR k) Note	2018
Operating result	8,699
Non-recurring items 26	(1,530)
Recurring operating result	7,168
Depreciation allocation 6 et 7	2,943
Recurring EBITDA	10,111

█ Financial debt: interest-bearing debt (even if the effective tax rate applied is zero, with due consideration for the market rates); the calculation is given in appendix 14
█ Net financial debt: financial debt from which all shortterm or on demand deposits at bank and short term cash investments have been deducted
█ Occupation rate: total rent billed over the period versus total billable rent
█ Expected rental revenue: total annual rent of a building with a 100% occupancy rate.

TEXAF, S.A.

Registered office: Avenue Louise 130a, Box 6 B-1050 BRUSSELS

Congolese subsidiaries: 372 Avenue Colonel Mondjiba Ngaliema – Kinshasa, DR Congo

Tel: +32(0)2 639 20 00 [email protected]

Design: www.astrix.be Photographs: Imaginair, Alain Huart, Welike, Amy Godiva et D.R.

This report is available online in English, en français en in het Nederlands. www.texaf.be

AI assistant

Texaf S.A. — Audit Report / Information 2018

4011_10-k_2019-04-12_02eccd91-0aa6-47a1-a7f3-958a06e41bbd.pdf

PHILIPPE CROONENBERGHS Chairman

JEAN-PHILIPPE WATERSCHOOT CEO

CONTENTS

02 Reports of the Board of Directors 20

2018 IN SUMMARY

KEY FIGURES

TEXAF dividend

Real estate

Highlights

Profile

WHO ARE WE?

Organigram

Our history - A destiny linked to DRC

Our DNA: resilience

Our ambitions

TEXAF DIGITAL

Our rules of conduct

OUR ACTIVITIES IN DRC

Real estate business

Occupancy rate close to 100%

The satisfaction of our clients is what drives us

District LES BOIS NOBLES

Utexafrica and Cotex concessions: 60 ha:

District OFFICES

District LES MUSICIENS

District NEW COMPOUND

District 1

CHAMP DE COTON

District HISTORICAL COMPOUND

Valuation of the real estate portfolio

Real estate assets valued at EUR 324 m.

Ongoing projects

Jardins de Kinsuka

Sandstone quarry

Cotton companies

Corporate social responsibility

A historical presence in eight of the 26 of the country's provinces

INFORMATION FOR SHAREHOLDERS

Dividend

TEXAF HAS DISTRIBUTED A DIVIDEND SINCE 2005

PAYOUT RATIOS

The TEXAF share

MARKET CAPITALIZATION (AVERAGE PRICE) EQUITY

VOLUME OF SHARES HANDLED 12-month mobile average

AVERAGE TEXAF PRICE + MAX & MIN

Shareholding structure

Market return

Shareholders' calendar

02 Reports of the Board of Directors

DIRECTORS' REPORT

General context in 2018

Real estate business

281 homes and 20,000 m2 of office space 98% rented.

REAL ESTATE OPERATING RESULT TREND

Results of the real estate business

CARRIGRÈS sandstone quarry

CARRIGRES OPERATING RESULT TREND

Holding

Sandstone sales +30% in volume

Consolidated result

CONSOLIDATED RESULT

Consolidated statement of comprehensive income

Consolidated balance sheet (before appropriation of the result)

EUR 5.8 m reduction in deferred taxes

Cash flow

Dividend

Dividend : +19.3% multiplied by 5 in 10 years

Events after the reporting period

Statement of risk

Performance criteria

Statement of corporate governance

Statement of responsibility

CORPORATE GOVERNANCE

Adherence to the Corporate Governance Code

Composition of the Board of Directors

PHILIPPE CROONENBERGHS (1950)

President, non-executive

Texaf S.A. Audit Report / Information 2018