Whitestone Group

Share Issue/Capital Change • Oct 25, 2024

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Semester report 2024: capital increase for 60 M€, investments for 35 M€ and NAV of 100 M€.

• ⇒ Capital increases of 59,7 M€ at 13,0 € per share via two private placements, one in kind reserved for Multifin SA for 17,8 M€, and another in cash for 41,9 M€, open to all.
• ⇒ Investments for 34,5 M€ in 4 new holdings (ESG, Sibelco, Tilman, Abbove) and 2 existing (GFIN, Newtree Impact).
• ⇒ NAV rose from 33,4 M€ to 99,7 M€, corresponding to 14,35 € per share (-5% vs. 12/31/23) after the dilutive effect of fundraising (-9%).
• ⇒ Cash and cash equivalents of 20 M€, taking into account the acquisition of a 69% stake in Lambda-X Ophthalmics completed on September 6.
• ⇒ Half-year results of main holdings in line with expectations

BILAN (SOCIAL, €)	12/2023	06/2024
Fixed Assets	12.744.038	47.201.450
Cash or Liquid Assets	1.751.610	26.665.555
Equity or Shareholders' Equity	14.485.951	73.776.443
Financial Debt or Borrowings	0	0

P&L (SOCIAL, €)	06/2023	06/2024
Operating Result	-292.495	-268.229
Recurring Income	-191.305	12.351
Net Result	-194.398	-459.978
Earnings per Share (EPS)	-0,09	-0,07

The unaudited semi-annual financial statements show equity on the liabilities side of the balance sheet amounting to 73,8 M€, compared to 14,5 M€ at the end of 2023. This increase is explained by two capital increases totaling 59,7 M€.

At the end of February, an initial private placement reserved for the holding company Multifin SA, controlled by the family of Arnoud de Pret, took the form of a contribution in kind. Four stakes were thus contributed for a total amount of 17,8 M€ in exchange for new shares at 13,0€ resulting in a 37,55% stake.

In May and June, a second private placement open to all (existing and/or new shareholders) was launched at the same price per share. This operation raised 41,9 M€, notably from the holding company FAMO NV, controlled by the family of Axel Moorkens. The latter currently holds a 10% stake.

On the asset side, fixed assets increased from 12,7 M€ to 47,2 M€. This 34,5 M€ increase is partly due to the contributions in kind from Multifin SA, namely 2,31% (12,3 M€) of Energy Solutions Group (ESG), a company active in renewable energy in Belgium and the Netherlands; 520 shares (3,2 M€) of Sibelco, a Belgian multinational leader in industrial minerals; 11% (1 M€) of Abbove, a wealth management platform for private banks; and 1% (1,3 M€) of the Clay Capital fund via a 10% stake in FSN holding. This last stake was also contributed to Newtree Impact, with an additional 0,8 M€ in cash to increase Whitestone's stake from 4,5% to 12,4%. Additionally, thanks to new financial resources, an amount of 5 M€, half of which in the form of a subordinated loan, was

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invested in Laboratoire Tilman to grant Whitestone 10% of its capital. A further investment of 6,7 M€ was also made in Sibelco by purchasing a block of 1.045 shares. The buyout of two minority shareholders of GFIN for 4 M€ concluded the first half of the year, increasing the stake in GFIN's capital from 57% to 96%.

In the income statement, only the operating result is comparable to last year in light of the capital operations carried out. It shows a loss of 268 k€, as the services invoiced to investments (166 k€) are not yet sufficient to cover general expenses (434 k€).

The recurring result, which includes the financial results from investments and cash (dividends, capital gains, interest), is balanced at 12 k€.

The net result shows a loss of 460 k€ due to exceptional expenses generated by the fundraising costs.

Going forward, the Net Asset Value (NAV) will be presented to shareholders twice a year, on December 31 and June 30, except in the case of exceptional transactions.

	31/12/2023		30/06/2024
NAV (SOCIAL, €)	33,4 M€		99,7 M€
NAV / action	15,06 €		14,35 €
		⇒	-4,7%
Including the dilutive effect of the fundraising		⇒	-9%
Including the revaluation of the portfolio		⇒	+18%

The Net Asset Value (NAV) as of June 30 is estimated at 99,7 M€, compared to 33,4 M€ on December 31 of last year. This increase of 65,7 M€ is largely explained by the capital increases (59,7 M€), as well as by the value of the portfolio, which rose by €6,0 M€ (+18%).

This increase is mainly attributable to GFIN, driven by market multiples in gold trading and the increase in Whitestone's stake in GFIN. The estimated value of the other holdings varies only slightly, with a decrease of 0.6 M€ for Sibelco and an increase of 0,4 M€ for Newtree Impact.

The cost of capital amounts to 11,7%, ranging from 8,5% for GFI to 15,4% for Atima.

En In terms of net asset value (NAV) per share, the evolution and comparison are made more complicated by the fundraising rounds that were carried out at 13,0 € per share, resulting in a dilutive effect (-9%), all else being equal.

On a «fully diluted» basis, taking into account the dilutive instruments affecting the number of shares (warrants), the NAV per share stands at 14,35 €. When compared to the value as of December 31, 2023 (15,06 € per share), this represents a decrease of 4,7%. However, compared to the pro forma value after the two fundraising rounds (13,68 € per share), it shows an increase of 4,9%. In other words, half of the dilutive effect from the capital increases (-9%) was offset by the end of June 2024.

Based on the stock price as of September 30 (11,90 €), the discount is 17%.

The main investments show semi-annual results in line with expectations.

The governance of Whitestone has been adapted to incorporate best practices following the entry of new shareholders. In particular, Mrs. Valentine de Pret and Mr. Gérard Lamarche have been appointed as directors, with the latter having taken over the chairmanship of the Board. Additionally, an Executive Committee, a Finance & Audit Committee, and an ESG Committee have been established, in addition to the existing Compensation and Nominations Committee.

After this semi-annual closing, the Nivelles-based company Lambda-X Ophthalmics, a global leader in ophthalmic lens metrology, was acquired in early September along with management and Invest.BW. The capital investment amounts 5,2 M€, giving Whitestone a 69% stake in Lesna SRL, the acquisition vehicle.

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About Whitestone Group

Whitestone Group is a professional investor dedicated to primarily supporting SMEs in Belgium to develop them profitably and responsibly. Its vision is to rank among the best and leading listed Belgian family holdings in terms of financial discipline and impact, relying on stable and long-term shareholders.

The strategy consists of making long-term investments in companies operating in sectors that benefit from long-term growth drivers, with a well-understood business model and professional management willing to collaborate with its shareholders. While not an activist shareholder, Whitestone Group aims to have a significant influence on governance, strategy, financing, development, and sustainability (ESG).

The objective is to ensure balanced growth in the value of capital entrusted by shareholders by generating a Total Shareholder Return (TSR) that exceeds the weighted average cost of capital, as well as making a positive contribution to the natural, social, and human environment.

The portfolio consists of around fifteen majority or minority stakes organized around three pillars: SMEs, Specific Materials, and Transition (energy, environmental, agri-food, and medical).

The Belgian wealth management company Multifin SA is the majority shareholder, holding 38% of the capital. Whitestone Group is listed on Euronext Growth Brussels under the ticker ROCK. As of June 30, 2024 its Net Asset Value (NAV) stands at 100 M€, or 14,35 € per share.

CONTACT

Frédéric Pouchain, CEO f.pouchain@whitestone.eu Route de Genval 32 1380 Lasne – Belgique N.E. 0467.731.030