ANNUAL REPORT
2023
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
1
CONTENTS
Contents
Purpose 2
History of Financière de Tubize and UCB 3
Message from the Chairman 4
Our long-term investment: UCB, a biopharma leader 6
Our societal commitment 7
Key figures 8
Board of Directors 10
Report from the Board of Directors 12
Responsible persons and statement from the Board of Directors 25
Annual accounts 26
Auditor’s report on the annual accounts 45
Shareholder’s calendar 51
2
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
Purpose
Who is Financière de Tubize?
Financière de Tubize is the reference shareholder of UCB, an
innovative and global biopharmaticeutical business based
in Belgium. The Company brings together around UCB both
family shareholders, descendants of the founder, Emmanuel
Janssen, and those who share their long-term vision.
What does Financière de Tubize do?
Financière de Tubize combines strong family and entrepreneurial
values with financial skills and in-depth expertise in the
biopharma sector to manage its holding in UCB in the long
term. Thanks to the commitment of its representatives on the
UCB Board of Directors, Financière de Tubize anticipates
the developments, contributes towards the determination of
strategic choices and assesses the performance of UCB in
order to create sustainable financial and societal value.
What does Financière de Tubize contribute to?
> Financière de Tubize generates a long-term return for
its shareholders and promotes support for the UCB
entrepreneurial project among the family shareholders as
well as all those who share their values and their vision.
> Financière de Tubize offers UCB the stability needed for
its growth and long-term investment in new products for
the benefit of patients suffering from serious illnesses.
> Financière de Tubize promotes the development of
a sustainable biopharma ecosystem in Belgium and
possibly in other geographical areas relevant to UCB.
3
HISTORY
History of Financière de
Tubize and UCB
192 8
Financière de Tubize becomes
part of the Janssen family
19 61
Financière de Tubize becomes a
UCB shareholder for the first time
19 81
Financière de Tubize buys half the
UCB securities held by Rhône-
Poulenc. The other half are taken
over by the Royale Belge
2002
After the gradual takeover of UCB
shares held by the Royale Belge,
the holding of Financière de Tubize
in UCB peaks at 40% in 2002
2006
Financière de Tubize borrows
€100million in order to support
UCB with the acquisition of
Schwarz Pharma by taking part
in the UCB capital increase
192 8
Creation of UCB
1972
UCB launches NOOTROPIL (cerebral function regulator) thanks to
the network of recently created subsidiaries, mainly European, giving
access to the specific regulatory features of the national markets
1989
UCB launches ZYRTEC (antiallergenic antihistamine), the first
drug to record a turnover of onebillion US dollars
2000
UCB launches KEPPRA (antiepileptic), the first drug put on the market in the USA
directly by UCB and the second drug to record a turnover of onebillion US dollars
2004
UCB launches a friendly public takeover bid (for €2.3billion) on Celltech, an
English biopharma company that holds the future CIMZIA (rheumatoid polyarthritis
and Crohn’s disease), which will subsequently exceed a turnover of onebillion US
dollars, and a research platform for particularly effective monoclonal antibodies
2005
UCB focuses on the pharmaceutical sector, selling its Films
sector (2004) and Chemicals sector (2005)
2006
UCB launches a friendly bid (€4.4billion) on the German multinational pharmaceutical
group Schwarz Pharma that holds the future VIMPAT (epilepsy) and NEUPRO (Parkinson’s)
2 019
UCB acquires Ra Pharmaceuticals Inc. (€2.2billion), an American
biopharma company that holds ZILUCOPLAN (peptide inhibitor that can
be used in particular to treat gravis myasthenia) as well as an exclusive
new technological platform increasing UCB’s research capacity
2020
The acquisition of Handl Therapeutics BV and the partnership with
Lacerta Therapeutics enhance UCB’s gene therapy capabilities
2 021
UCB launches BIMZELX (plaque psoriasis) in Europe and Japan
2022
UCB acquires Zogenix Inc. (€1.7million), a worldwide biopharmaceutical company
based in the US that develops and markets treatments for rare diseases and holds
FINTEPLA (treatment approved in the US for Lennox-Gastaut syndrome)
2023
UCB launches BIMZELX (plaque psoriasis) in the United States
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FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
Message from the Chairman
In 2023 we acquired UCB shares for a total of
€81.9million, taking our holding to 36.24%.
This demonstrates the condence we have in
the long-term potential of UCB.
GAËTAN HANNECART
CHAIRMAN
5
MESSAGE FROM THE CHAIRMAN
I want to seize this opportunity to express
my respect and gratitude for your trust,
underlining our shared and ongoing
commitment to the three axes of our
mission over the past year:
o
Strategic management of our holding
in UCB in the long term: Thanks to the
commitment of our four representatives
on the UCB Board of Directors, we
contribute towards defining UCB’s
strategic choices, which enable the
discovery of new therapies for the benefit
of patients suffering from serious illnesses
as well as the ongoing growth of UCB.
o
Creating long-term financial and
societal value for our shareholders:
Our commitment to generate a long-
term financial and societal return for
our family and other shareholders is at
the heart of our mission. By uniting and
remunerating our shareholders around
the UCB business project, we contribute
towards providing the stability needed to
create sustainable financial and societal
value.
o
Promoting the development of
biopharma ecosystems: We aim to
promote the creation of collaborative
ecosystems, in Belgium and wherever this
is relevant for UCB. By fostering these
ecosystems, we seek to anchor skills and
support job creation in the communities
where UCB operates.
As part of the strategic management of
our holding in UCB and despite the rise
in interest rates, we continued to increase
our position in UCB at a time when the US
approval of BIMZELX (psoriasis treatment)
was still pending, and in spite of the fact
that the drug’s sales potential was later
debated by analysts. This demonstrates
the confidence we have in the long-term
potential of UCB. In 2023 we acquired
UCB shares for a total of €81.9 million,
taking our holding to 36.24%.
As regards the financial return for our
shareholders, we have decided to increase
the dividend that will be put forward for
approval at the general meeting of April
2024 by almost 13% compared to last
year. The gross dividend per share will
therefore amount to €0.97 versus €0.86
last year. We are aware that the successful
realisation of our mission depends on
your continued support, and we greatly
appreciate it.
Equally concerned about our impact on
society, we have decided not to spread
our efforts too thinly and to support UCB in
defining its societal ambitions, rather than
launching initiatives specific to Financière
de Tubize. Our four representatives, fuelled
by the discussions within our board of
directors, will therefore help shape UCB’s
societal ambition on behalf of Financière
de Tubize. In addition, this year we once
again made a donation of €250k to
the UCB Community Health Fund, which
supports mental health initiatives for
vulnerable young people around the
world.
As a committed reference shareholder
of UCB, we attach great importance
to the presence of high-performance
bio-pharma ecosystems in Belgium and
in geographical areas relevant to UCB.
We aim at increasing awareness among
all stakeholders, including the public
players, of the international environment
in which UCB operates. A favourable and
stable tax context and a pleasant working
and living environment are essential to
attract talents of international renown, to
support research and to justify substantial
investments in production, thus creating
long-term employment.
Finally, I would like to encourage you to
explore our new website that has been
launched for the publication of our results
and which we hope will enable you to
easily obtain all relevant information.
In conclusion, I would like to once again
express my deepest gratitude for your
continued support of our company. We
look forward to seeing you at the ordinary
general meeting on 26 April.
GAËTAN HANNECART,
Chairman of the Board of Directors
By uniting and
remunerating
our shareholders
around the UCB
business project,
we contribute
towards providing
the stability
needed to create
sustainable
financial and
societal value.
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FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
Our long-term investment:
UCB a biopharma leader
UCB focuses on discovering and
developing innovative treatments to
transform the lives of patients suffering
from serious illnesses that affect their
immune system or their central nervous
system.
The ambition of UCB is to give those suffering from serious illnesses
the freedom to live their lives as well as possible, protected from
the uncertainties caused by diseases.
All the staff at UCB aim to work on a sustainable basis for their
company, their colleagues, the communities around them and the
planet.
Here are the key figures of the group (listed on Euronext
Brussels–UCB):
31%
R&D/turnover ratio
(2022: 30%)
>3.2 m
patients have access to
the solutions provided
by UCB
9,083
UCB staff members
worldwide
(2022: 8,700)
ESG ratings
2
Sustainalytics: 17.3
MSCI: AA
ISS ESG: C+
€5.25 b
turnover
(2022: €5.52 b)
25.7%
adjusted EBITDA/
turnover ratio
(2022: 22.8%)
10
molecules in
clinical pipeline
(2022: 9)
-55%
reduction in CO
2
emissions
1
(2022: -58%)
1: CO
2
emissions controlled directly by UCB compared with the reference year 2015
2: Ratings on report publication date
7
As a committed reference shareholder
of UCB, we attach great importance
to the presence of high-performance
biopharma ecosystems in Belgium and in
geographical areas relevant to UCB.
We focus in particular on the following aspects:
o
The presence of educational institutions and universities with
programs tailored to the specific needs of the biopharma
industry in close proximity to operational sites is essential. For
research to be successful, it is necessary to find, attract and
develop sufficient talent with the right skills.
o
The removal of barriers that may impede the involvement of
diverse talent and the promotion of the international mobility
of talent (and their families) to these sites so that they can share
their know-how and thus accelerate innovation within the local
biopharma ecosystem.
o
The creation of strong collaborative partnerships that foster
innovation.
o
Interactions with the public authorities in order to encourage
them to create an environment conducive to research and
development in the biopharma ecosystem, promoting
investments in the sector.
OUR SOCIETAL COMMITMENT
Our societal commitment
The family values that drive us
naturally lead us to the United Nations’
Sustainable Development Goals,
anchoring our commitment to a better
and fairer future.
Our societal commitment is based on several pillars:
o
The stability of a long-term reference shareholder base, enabling
UCB to make its own societal contribution to the ecosystem
of which it is a part (generating jobs, developing R&D skills,
attracting talent, supporting local communities, etc.).
o
The influence of our four representatives on UCB’s Board of
Directors as regards defining, monitoring and evaluating UCB’s
societal ambitions.
o
The financial support of UCB’s social projects. Since 2020,
wehave been supporting the UCB Community Health
Fund, whose mission is to help vulnerable people who are
disadvantaged economically and in terms of health in the
countries where UCB has offices. This is a worldwide fund that
helps vulnerable people such as racial and ethnic minorities,
children, the elderly, those who are socially and economically
underprivileged, those without insurance or those suffering from
certain health problems.
o
The support of certain organisations dedicated to promoting/
defending the interests of the biopharma ecosystem in Belgium
and possibly in other geographical areas relevant to UCB.
Since 2020, Financière de
Tubize has contributed €1.5m
to the UCB Community Health
Fund which supports mental
health initiatives for vulnerable
young people throughout
theworld.
We are convinced that the
pursuit of the United Nations’
Sustainable Development
Goals will have a long-term
positive impact on our financial
performance.
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FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
Key gures
SHARE PRICE TREND OVER 10 YEARS SHARE PRICE TREND IN 2023
140
120
100
80
60
40
20
0
120
110
100
90
80
70
60
2014 2015 2016 2017 2018 2018 2019 2020 2021 2022 2023
STOCK MARKET VALUE TREND DIVIDEND/SHARE
8,000,000
7,000,000
6,000,000
5,000,000
4,000,000
3,000,000
2,000,000
1,000,000
0
1.6
1.4
1.2
1.0
0.8
0.6
0.4
0.2
0.0
2.0%
1.8%
1.6%
1.4%
1.2%
1.0%
0.8%
0.6%
0.4%
0.2%
0.0%
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
UCB holding acquisition value
Capital gain not realised
UCB holding stock market value
UCB Div/share
UCB Div yield
FdT Div/share
FdT Div Yield
DISCOUNT TOTAL SHAREHOLDER RETURN UCB/FDT
46%
41%
36%
31%
26%
21%
16%
11%
6%
1%
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Discount (%)
UCB FdT
50%
40%
30%
20%
10%
0%
10%
20%
30%
40%
Jan
Feb
Mar
Apr
May
June
July
Aug
Sept
Oct
Nov
Dec
UCB FdT UCB FdT
9
KEY FIGURES
+13%
dividend trend
comparedto
previous year
KEY FIGURES FOR 5 YEARS 2023 2022 2021 2020 2019
Holding in UCB as at 31/12
Number of UCB shares held by Tubize 70,484,742 69,4 40,861 68,387,021 68,076,981 68,076,981
% of total shares issued by UCB 36.24 35.70 35.16 35.00 35.00
Acquisition value (€000) 1,919,609 1,8 37, 6 87 1, 743,221 1, 717,9 9 2 1, 717,9 92
Stock market value (€000) 5,561,246 5,108,070 6,862,638 5,751,143 4,826,658
Total assets at 31/12 (€000) 1,920,244 1,838,806 1,759,151 1,719,025 1,718,518
Equity at 31/12 (€000) 1,796,594 1,751,620 1,704,731 1,654,513 1,603,714
Bank debts at 31/12 (€000) 79,200 47,80 0 20,000 33,500 86,500
Solvency ratio 93.6% 95.3% 96.9% 96.2% 93.3%
Net debt to equity ratio 7% 5% 2% 4% 7%
Profit (€000) 88,151 85,170 83,602 81,068 79,984
Gross dividend per share (€) 0.97 0.86 0.75 0.68 0.62
Share price(€)
Minimum 60.9 65.4 75.4 49.8 55.1
Maximum 79.9 100.8 98.2 89 68
As at 31/12 71.7 70.8 90.3 82.6 63.5
Number of shares 44,512,598 44,512,598 44,512,598 44,512,598 44,512,598
Stock market capitalisation as at 31/12 (€000) 3,191,553 3,151,492 4,019,488 3,676,741 2,826,550
Average daily volume on Euronext Brussels
(number of shares)
6,646 6,747 6,258 12,061 5,862
Solvency ratio: Equity / Total liabilities
Net indebtedness ratio: Total liabilities – Equity – Investments and cash at bank and in hand / Equity
10
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
Board of Directors
ERIC CORNUT
Member since 2021 • Mandate ends: 2026
Has held different management positions at
Novartis in Switzerland throughout the world for
over 20 years • Director of Menarini Group
(chairman of the board), Helsinn Healthcare,
Stada Arzneimittel and FEJ SRL (chairman of the
board) • Master’s law degree, Berkeley School
of Law, University of California (USA), Doctorate
in Law, Universität Basel (CH).
EVELYN DU MONCEAU
Member since 1982 • Mandate ends: 2027
Honorary chair of the UCB Board of Directors,
member of the board for 37 consecutive
years and former chair of the Governance,
Remuneration and Nominations Committee.
Former director of Solvay SA. Former member of
the Belgian Corporate Governance Committee.
Executive chair of Altaï Invest SA • Degree in
Applied Economic Sciences from the Université
Catholiquede Louvain.
FIONA DU MONCEAU
Member since 2014 • Mandate ends: 2026
Over 20 years’ experience in the biotechnologies
and pharmaceutical industry • Vice-Chair of
the UCB Board of Directors. Chair of the UCB
Governance, Remuneration and Nomination
Committee • Governor of the London Business
School and member of their audit and risk
committee until 2022 • MBA from Harvard
Business School and MSc in Management from
Solvay Brussels School (ULB).
CYNTHIA FAVRE D’ECHALLENS
Member since 2014 • Mandate ends: 2026
International professional experience in the field
of artistic creation • Director of Brinesan, Barnfin
SA and SA T. d’Echallens • Artistic studies in Paris
and Vevey (CH).
GAËTAN HANNECART*
Member since 2017, chairman since 2020 •
Mandate ends: 2025
Over 25 years’ experience in the real-estate
construction sector as CEO of Matexi, Chairman
of the Matexi investment committee, Chairman of
the Matexi Board of Directors • Director of SIPEF.
Co-founder of the non-profit association Itinera
Institute and of Belgium’s 40 under 40. President
and co-founder of the non-profit association
YouthStart. President of the non-profit association
Guberna. Member of the KU Leuven Senate •
Civil engineering at KU Leuven and MBA from
Harvard Business School.
PROF. DR. BRUNO HOLTHOF*
Member since 2020 • Mandate ends: 2025
Career dedicated to healthcare management,
including 15 years with McKinsey&Co and seven
years as CEO of the Oxford University hospitals.
Partner of EQT Life Sciences. Guest lecturer at
Oxford University (UK) • Chairman of the Board
of Tristel. Chairman of the supervisory board of the
GIMV healthcare fund • Doctor of medicine KU
Leuven. Doctorate in health economics from KU
Leuven. MBA from Harvard Business School.
11
BOARD OF DIRECTORS
CHARLES-ANTOINE JANSSEN
Member since 2011 • Mandate ends: 2027
Over 20 years’ business experience, including
UCB, where he has held various management
positions • Member of the Board of Directors
of UCB and other private companies. Managing
Partner at Kois SA. Partner and CIO of several
impact funds • Teaches social entrepreneurship
and sustainable development at the Solvay
Brussels School • Bachelor of Law at the
Université de Bruxelles (ULB) and Advanced
Management Program (AMP) at Harvard Business
School.
CYRIL JANSSEN
Member since 2008 • Mandate ends: 2025
Over 20 years’ experience as a self-employed
consultant. Has held positions in the audiovisual
and non-governmental sector. Great defender of
the wellbeing of children; for the past 10 years
has focused primarily on initiatives that have a
major social impact and aim to make life easier for
families • Member of the Board of Directors of
UCB and FEJ SRL.
EDOUARD JANSSEN
Member since 2021 • Mandate ends: 2025
Over 20 years’ experience in the field of finance
and management at Morgan Stanley and Solvay,
currently CFO of the D’Ieteren Group, and director
of the Group’s entities, including Belron and
TVH • Director of Syensqo SA. Vice-Chairman
of the Solvay Brussels School Advisory Board.
Member of the Insead Hoffmann Institute Advisory
Board. Co-founder of TrustedFamily • MSc in
Management from Solvay Brussels School (ULB).
MBA from Insead.
ANNICK VAN OVERSTRAETEN*
Member since 2019 • Mandate ends: 2027
Over 20 years’ experience in the food and retail
sectors. Currently CEO of Pain Quotidien, having
been CEO of Lunch Garden for 10 years •
Member of the Management Board of the FEB
(Federation of Belgian Businesses), member of
the Board of Directors of Euro Shoe Group and
Immobel • Degree in Economic Sciences from
KU Leuven.
CÉDRIC VAN RIJCKEVORSEL
Member since 2010 • Mandate ends: 2025
Over 20 years’ experience in an international
career (Belgium, China, Switzerland, UK) in the
financial and banking sectors • Member of
the Board of Directors of UCB and other private
companies • Managing partner and founder of
IDS Capital (United Kingdom and Switzerland) •
Commercial engineering ISC Saint Louis. CFA
®
charterholder, CFA Institute.
* independent director
12
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
Report from the Board
ofDirectors
1. Presentation of the development of the business, the results and the financial position of
theCompany, as well as a description of main risks and uncertainties it is facing
13
1.1. Significant events that occurred during the 2023 financial year 13
1.2. Impact of the consequences of Covid-19, the situation in Ukraine, and in the Middle East 13
1.3. Balance sheet and income statement as at 31December 13
1.4. Cash flows statement 14
1.5. Notes 15
2. Main risks and uncertainties 17
3. Post-balance sheet events 18
4. Circumstances that might have a significant impact on the development of the Company 18
5. Research and development 18
6. Branches 18
7. Other information under the Companies and Associations Code (CAC) 18
8. Financial instruments 18
9. Independence and competence with respect to accounting and auditing of at least one
memberof the audit committee
18
10. Corporate governance statement 18
10.1 Reference Code 18
10.2 Departures from the Code 18
10.3 Main characteristics of the internal control and risk management systems 19
10.4 Additional information required by the Royal Decree of 14 November 2007 20
10.5 Composition and functioning of the Board of Directors 22
10.6 Gender diversity 24
10.7 Remuneration report 2023 24
13
REPORT FROM THE BOARD OF DIRECTORS
Ladies and Gentlemen,
In accordance with the legal and statutory requirements, we are
pleased to report to you on the 2023 financial year and provide
an overview of our management of Financière de Tubize (the
‘Company’).
1. Presentation of the evolution of the
business, the results and the nancial
position of the Company, as well as
a description of the main risks and
uncertainties it is facing
1.1. SIGNIFICANT EVENTS THAT OCCURRED DURING
THE 2023 FINANCIAL YEAR
Dividends
Financière de Tubize has received the dividend distributed by UCB
relating to the 2022 financial year (€93.2million) and has paid
its shareholders its own dividend relating to the 2022 financial
year (€38.3million). The dividend proposed to the annual
shareholders meeting on 26 April 2024 is €0.97 per share, up
12.8% compared to last year.
Debt
In 2023, the Company drew an additional €31.4million of the
€350million available in credit lines to allow the acquisition of
additional UCB shares. As a result, the Company’s bank debt as at
31December 2023 amounted to €79.2million.
Acquisition of UCB shares
The Company acquired 1,043,881 UCB shares in 2023, at an
average price of €78.48 and for a total amount of €81.9million,
thus taking its stake in UCB from 35.70% as at 31December 2022
to 36.24% as at 31December 2023.
1.2. IMPACT OF THE CONSEQUENCES OF
COVID19, THE SITUATION IN UKRAINE, AND IN THE
MIDDLE EAST
The consequences of Covid 19, the situation in Ukraine, and in
the Middle East had no significant impact on the Company’s
activities and its financial statements in 2023. The Company is, in
fact, a mono-holding company whose sole investment is a stake in
UCB and it therefore has no commercial or industrial activity. The
Company is closely monitoring the developments related to these
events to assess the possible financial impact on the results of the
Company and/or UCB. Reference should be made in this respect
to the content of UCB’s 2023 financial report.
1.3. BALANCE SHEET AND INCOME STATEMENT
AS AT 31DECEMBER
Income statement – summary
€000 Notes 2023 2022
Dividend from UCB 1.5.5 93,221 89,033
Other financial income 429 8
Cost of borrowing 1.5.2 (3,295) (1,697)
Other financial expenses (59) (343)
Other operating expenses 1.5.4 (67) (3)
General expenses 1.5.4 (2,078) (1,828)
Profit before taxes 88,151 85,170
Income taxes 1.5.3 - -
Profit of the period 88,151 85,170
Balance sheet – summary
€000 Notes 2023 2022
Participation in UCB 1,919,609 1,8 37, 6 87
Current investments and cash at
bank and in hand
1.5.1 575 1,069
Other assets 60 50
Total assets 1,920,244 1,838,806
Equity 1,796,594 1,751,620
Bank borrowings 1.5.2 79,200 47, 8 0 0
Other liabilities 44,450 39,386
Total liabilities 1,920,244 1,838,806
The profit rose from €85,170k in 2022 to €88,151k in 2023, an
increase of €2,981k or 3.50%.
The dividend received from UCB in 2023 in relation to the 2022
financial year amounted to €93.2million (gross dividend of
€1.33 per share), compared to €89.03million (€1.30 per share)
for the previous year.
The other financial income relates mainly to the recognition in
the income statement of the liability for dividends not received in
respect of time-barred allotment rights (€418k).
The cost of borrowing rose from €1,697k in 2022 to €3,295k
in 2023, an increase of €1,598k. This increase is related to the
rise in interest rates in 2023, and to the additional drawings on
the credit lines in the context of the new UCB share purchases.
Theaverage cost of debt increased from 1.52% in 2022 to 4.02%
in 2023.
14
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
General expenses, including other operating expenses, showed an
increase from €1,831k in 2022 to €2,144k in 2023. This change
is related mainly to the strengthening of the team (€187k), the costs
of the extramural Board of Directors (€30k) and the measures
taken to improve external communication (€49k).
Following the application of the participation exemption regime for
dividends received, no corporate income taxes are due. The firm
benefits from a 100% tax exemption in accordance with the act of
25 December 2017.
Participation in UCB
The Company acquired 1,043,881 UCB shares in 2023,
taking its participation in the capital of UCB from 35.70% as at
31December 2022 to 36.24% as at 31December 2023. The
participation in the capital of UCB is reported at its acquisition
value for an amount of €1,919,609k as per 31December 2023
compared to €1,837,687k as at 31December 2022, i.e. an
average acquisition value of €27.23 per share as at 31December
2023 (€26.46 as at 31December 2022). The market price of the
UCB share as at 31December 2023 was €78.90 (€73.56 as at
31December 2022).
Equity
Equity increased from €1,751,620k as at 31December 2022,
to €1,796,594k as at 31December 2023. This increase of
€44,974k may be attributed to the result of the financial year
(€88,151k), partially offset by the dividend to be paid relating to
the 2023 financial year (€43,177k).
The market capitalisation of the Company stood at €3,191,553k
as at 31December 2023 (44,512,598 shares at €71.70)
compared to €3,151,492k as at 31December 2022 (44,512,598
shares at €70.80).
The solvency ratio (equity as a percentage of total assets)
decreased from 95.26% as at 31December 2022 to 93.56% as
at 31December 2023.
Bank borrowings
Outstanding bank debt increased from €47,800k as at
31December 2022, to €79,200k as at 31December 2023.
The development of the confirmed lines and their use during the
2023 financial year is included in note 1.5.2 on bank borrowings.
The debt ratio (outstanding bank debt as a percentage of the
market value of the stake in UCB) increased from 0.94% as at
31December 2022, to 1.42% as at 31December 2023. This
ratio therefore remains very low and is well below the 30% limit
agreed with the bankers. The Company has credit lines totalling
€350million, of which €270.8million was not used as at
31December 2023.
1.4. CASH FLOWS STATEMENT
€000 2023 2022
Directors remuneration & attendance fees (447) (564)
Remuneration general manager & adj. (472) (226)
Statutory auditor’s fee (16) (23)
Professional services fees (536) (647)
Contributions (216) (152)
Payment of services (82) (228)
Payment of expenses (27) (20)
Donation (250) (250)
Advances - -
Cash flows from operating activities (2,046) (2 ,110)
Dividends received 93,221 89,033
Acquisition of UCB shares (81,922) (94,744)
Annual tax on securities accounts - (2)
Cash flows from investing activities 11,29 9 (5,713)
Dividends paid (38,281) (33,380)
Interests and commissions received 17 -
Interests and commissions paid (2,806) (1,361)
Reimbursement of bank borrowings (130,400) (60,000)
Drawings from the confirmed lines 161,80 0 87, 8 0 0
Bank charges (77) (67)
Payment dividends prior years - -
Cash flows from financing activities (9,747) (7,0 08)
Total cash flows (494) (14,831)
Cash and cash equivalents beginning of period 1,069 15,900
Cash and cash equivalents end of period 575 1,069
15
REPORT FROM THE BOARD OF DIRECTORS
1.5. NOTES
1.5.1 Current investments and cash at bank
€000 2023 2022
Current account 575 1,069
Total 575 1,069
Investments and cash assets include sight deposits which are
subject to an insignificant risk of change in value.
1.5.2 Bank borrowings
Situation of borrowings and interest
€000 2023 2022
Floating-rate loans 79,200 47, 80 0
Accrued interests receivable 831 346
Total 80,031 48,146
Borrowings represent drawings on credit lines. These drawings
have a maximum term of 12 months.
Status of credit lines
€000 2023 2022
CONFIRMED
LINES
DRAWS
AVAILABLE
LINES
CONFIRMED
LINES
DRAWS
AVAILABLE
LINES
BNP 200,000 55,500 144,500 200,000 25,000 175,000
Belfius 150,000 23,700 126,300 150,000 22,800 127,200
Total 350,000 79,200 270,800 350,000 47, 80 0 302,200
The Company has set up credit lines for a total amount of
€350million with the aim of ensuring the necessary flexibility
to react to market opportunities. They have been allocated
between two banks: BNP Paribas Fortis and Belfius: €200 and
€150million respectively. The two credit facilities have been
concluded for a period of 5 years, renewable under certain
conditions. The drawings are made in the form of short-term
advances (< 12 months) and are renewable. They were both
extended during the year to reach maturity in 2028. As at
31December 2023, €79.2million of the credit facilities had been
drawn.
Securities
The borrowings are secured by means of a pledge on 2,249,614
UCB shares as at 31December 2023. The carrying value of these
pledged shares amounts to €61.27million, while the market value,
used to calculate financial covenants, is €177.5million.
Covenants
The Company has to comply with the following debt covenants:
– Collateral for the credit lines must consist of a number of UCB
shares, the total market value of which must be at least 150% of
the outstanding debt.
– Borrowings may not exceed 30% of the market value of the
investment in UCB; as at 31December 2023, the ratio amounted
to 1.42%.
Cost of borrowing
€000 2023 2022
Interest expenses (2,336) (610)
Reservation commission (958) (1,087)
Total (3,295) (1,697)
Interest charges on bank loans show an increase from €610k in
2022 to €2,336k in 2023, taking into account the increase in
loans from 47.8million in 2022 to 79.2million in 2023.
Reservation fees on the unused portion of confirmed credit lines
amounted to €958k in 2023 (€1,087k in 2022). The reservation
commission amounted to 0.30% as at 31December 2023.
16
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
1.5.3 Income taxes
Relationship between tax expense and accounting profit
€000 2023 2022
Profit before tax 88,151 85,170
Applicable income tax rate 25.00% 25.00%
Theoretical income tax (22,038) (21,292)
Tax exempt dividends (DRD scheme) 22,038 21,292
Reported income tax - -
1.5.4 General expenses
€000 2023 2022
Directors’ remuneration 413 408
Attendance fee 77 84
General manager & deputy remuneration 494 306
Statutory auditors’ fee 16 22
Service providers
Advise (legal, tax, social, financial) 254 197
Bookkeeping 154 203
Communication agency 77 28
FSMA 77 68
Euronext 67 65
Euroclear 26 16
Financial publicity 48 43
Insurance 46 45
Extra-mural meeting of the Board of
Directors 30 -
Miscellaneous (post, bank, office supplies,
travel, …) 115 96
Donation 250 250
Total 2,144 1,831
The increase of €313k is related mainly to the strengthening of the
team (€187k), the costs of the off-site Board of Directors (€30k)
and the measures taken to improve external communication
(€49k).
1.5.5 Dividend
In May 2023, the Company collected the dividend relating to the
2022 financial year distributed by UCB (€93,221k) and paid its
own dividend relating to the 2022 financial year (€38,281k).
Each year, the Board of Directors takes several elements into
consideration when allocating the result that it submits to the
ordinary general meeting. The essential elements which influence
the amount of the dividend are the primacy of the long term, the
dependence of the Company’s results on the dividend distributed
by UCB, financial commitments and the wish of shareholders to be
able to benefit from a steady remuneration.
This year, the Board of Directors has decided to propose the
distribution for the 2023 financial year of a gross dividend of
€0.97 per share, i.e. an increase of 12.8% compared to the
previous year. To this end, a total amount of €43,177k was
recognised as a liability in the annual accounts as at 31December
2023.
If the general meeting of 26 April 2024 approves the 2023 annual
accounts and the proposed allocation of results, the dividend will
be payable as of 3 May 2024 at the offices, headquarters and
branches of BNP Paribas Fortis, upon the surrender of coupon
No19.
COUPON N°19 DATES
Ex coupon 30 April 2024
Record 2 May 2024
Payment 3 May 2024
17
REPORT FROM THE BOARD OF DIRECTORS
2. Main risks and mitigating measures
1. Concentration risk – This risk is the result of the Company’s
dependence on its investments. As Financière de Tubize’s
only asset is its holding in UCB, Financière de Tubize monitors
carefully any element which could force UCB to review its
dividend policy. The Board of Financière de Tubize remains
informed of UCB’s activities and management through its
representatives on the UCB Board of Directors and audit
committee.
2. Market risk – Financière de Tubize is exposed to the market
risk related to the fluctuation of the UCB share price. This risk
is inherent in the Company’s activity, which comprises a long-
term holding in UCB. It is monitored to ensure that the financial
commitments made under the credit lines are maintained.
3. Liquidity risk – This risk results from a company’s inability
to cope with its financial commitments. In order to honour its
obligations and maintain the financial capacity necessary to
implement its investment policy in its holding, Financière de
Tubize has negotiated credit lines totalling €350million. These
credit lines include financial commitments, calculated twice a
year, which are largely within the standards agreed with the
bankers.
4. Interest rate risk – Fluctuations in interest rates can have
an effect on debt charges and return on cash and cash
equivalents. Financière de Tubize’s debt is raised on a
short-term basis (less than one year) under its credit lines.
If debt were to be raised in the longer term, Financière de
Tubize could put in place instruments to hedge this debt.
Cash is invested on a short-term basis and Financière de
Tubize constantly monitors the market to adapt to changing
circumstances.
5. Counterparty risk – This risk occurs when a bank-
counterparty defaults on its obligations in the context of
deposit transactions, hedging of financial risks, securities
transactions, and drawings on credit lines, thereby causing
Financière de Tubize to incur a financial loss. Financière
de Tubize’s counterparties are Belgian banks with a “high
average quality” rating.
6. Operational risk – This risk stems from inadequate or failing
internal processes and systems, human error or external events.
The Company has established detailed controls for each
significant process. It has defined an information security policy
that sets out the security measures to be taken to minimise IT
and cyber risk. The Company has no staff. The responsibility of
the directors is covered by an insurance policy.
7. Legal risk – This type of risk is linked to the development
of the law (corporate law, tax law, etc.), which may result
in somelegal uncertainty or interpretation difficulties. In this
respect, maintaining the DRD (Dividend Received Deduction)
regime is key to the company’s financial performance.
The Board of Directors calls on the advice of specialised law
firms to monitor changes in the legislative and regulatory
framework and to give an expert opinion on any subject
relevant to the life of the Company.
8. Compliance risk – This risk stems from failure to comply with
regulations. The Board of Directors relies regularly on external
expert advice related to legal, tax and financial matters.
The Company has adopted a Dealing Code that establishes
detailed conduct rules to prevent market abuse. In addition, the
company’s Information Security Policy defines the measures
to be taken to maintain the integrity and confidentiality of
sensitive data. These rules impose certain prohibitions and
preventive measures.
9. Reputational risk – The reputational risk corresponds to the
impact a management mistake can have on the image of the
Company. To avoid damage to its image or reputation, the
Company has established a corporate governance system
based on proactive risk management, listening to stakeholders
and transparent communication of significant events.
10. Risk of reduction of affectio societatis – This is the risk
that the support of the company’s shareholders for the UCB
project diminishes to the point of affecting the stability of the
shareholder base. The shareholders’ agreement guarantees
the cohesion of the family shareholding. Regular discussions
are also held with the main non-family shareholders. Finally,
the company ensures that it pays an attractive dividend
and communicates transparently about its strategy and
performance to all its shareholders.
2
1
10
9
5 8 7
3
6
4
PROBABILITY
IMPACT
1 2 3 4 5 6 7 8 9 10
10
9
8
7
6
5
4
3
2
1
18
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
3. Post-balance sheet events
No significant events occurred after the end of the 2023 financial
year.
4. Circumstances that might have a
signicant impact on the development
of the Company
Future results of the Company will depend on (i) the dividend per
share distributed by UCB, (ii) the number of UCB shares held and
(iii) the cost of the Company’s debt.
5. Research and development
The Company has not engaged in research and development
activities.
The activities of UCB are described in its own management report.
6. Branches
The Company has no branches.
7. Other information under the
Companies and Associations Code
(CAC)
Article 3:6, §4, CAC – Certain listed companies are required
to publish a statement on various non-financial information in
their annual report. Financière de Tubize does not fall under the
conditions of application of this article. The social commitment of
Financière de Tubize is described on page 9 of this report.
Article 7:96, §1 and §3, CAC – During the 2023 financial year,
no instances occurred whereby a director or the general manager
had a patrimonial interest that conflicted with a decision by or
transactions falling under the authority of the Board of Directors or
the general manager
Article 7:97, §1, 2, 3 and 5, CAC – During the 2023 financial
year, , no decisions or transactions took place that fall within in
scope of this article on conflicts of interest in relationships with
certain affiliated entities.
Article 7:203, CAC – This clause on the use of authorised capital
does not apply, as the Company has no authorised capital.
Article 7:226, CAC – The Company has not held in pledge its
own shares.
8. Financial instruments
The Company did not use derivative financial instruments in 2023.
9. Independence and competence with
respect to accounting and auditing
of at least one member of the audit
committee
On the basis of the exemption laid down in Article 7:99 §3, CAC,
the functions assigned to the audit committee are exercised by
the Board of Directors as a whole. The Chairman of the Board of
Directors, NV Vauban represented by Mr Gaëtan Hannecart, is
an independent director as defined in Article 7:87, §1, CAC and
Principle 3.5 of the 2020 Corporate Governance Code. He is
competent with respect to accounting and auditing matters.
10. Corporate Governance Statement
10.1. REFERENCE CODE
Financière de Tubize adopts the 2020 Corporate Governance
Code (the ‘Code’) as reference code. This Code can be consulted
at www.corporategovernancecommittee.be. The Company does
not apply corporate governance practices other than those
required by the Code and the law.
The Corporate Governance Charter of Financière de Tubize
has been adapted to the Code and published on the website
www.financiere-tubize.be. It presents the implementation by
Financière de Tubize of the recommendations of the Code, taking
into account the specificities of the Company and in accordance
with the ‘comply or explain’ principle.
10.2. DEPARTURE FROM THE CODE
Given the simplicity of its operating structure and the fact that the
Company’s only asset is its holding in UCB, some of the principles
of the Code are not applicable to the Company or do not appear
to be appropriate. This concerns the following points:
– The Board of Directors has not established any specialised
committees under Articles 7:99, §3 and 7:100, §3 of the CAC,
respectively; the Company is exempt from the obligation to
establish an audit committee and a remuneration committee.
The functions assigned to these committees are exercised by
the Board as a whole. The Board has also not established a
nomination committee. The derogation from Principles 4.1,
4.3, 4.10, 4.17 and 4.19 of the Code is justified in view of the
activity of the Company (essentially a shareholding in UCB
SA), the structure of its shareholding and the simplicity of its
mode of operation (it has no executive director, no staff and its
directors are remunerated solely by fixed emoluments).
19
REPORT FROM THE BOARD OF DIRECTORS
– The directors’ remuneration does not include any variable
element linked to results or other performance criteria.
Moreover, the directors do not benefit from remuneration in the
form of shares, stock options or an extra-legal pension scheme.
The derogation from Principle 7.6 of the Code is justified in
view of the specificities of the Company and in particular the
lack of executive directors.
– By derogation from Principle 7.9 of the Code, the director in
charge of the day-to-day management of the Company does
not benefit from shares, stock options or any other right to
acquire shares of the Company.
10.3. MAIN CHARACTERISTICS OF THE INTERNAL
CONTROL AND RISK MANAGEMENT SYSTEMS
The Board of Directors has implemented a process and a set of
procedures designed to ensure, with a reasonable degree of
certainty, the achievement of strategic objectives (Strategic),
the effectiveness and efficiency of operations (Operations),
compliance with laws and regulations (Compliance), and the
integrity and reliability of financial information (Reporting). The
Board evaluates this system of internal control once a year in its
capacity as the audit committee.
The system of internal control is tailored to the limited activities
of the Company and its simple operating structure. The internal
control measures are selected on the basis of the relevant
legal requirements, the principles of the relevant Belgian
Code Corporate Governance, the guidelines of the Corporate
Governance Committee and the five internal control components
developed within the international reference framework COSO
(2013).
Five components of internal control
Control
environment
Integrity and ethical values; tone at the top supporting
internal control; a transparent; organisational structure
with a clear assignment of authority and responsibility
Risk assessment Identifying and assessing risks to the achievement of
the Company’s SOCR objectives
Control activities Establishing policies and procedures to mitigate these
risks
Information and
communication
Implementation of information and communication
systems to support and monitor the achievement of the
objectives
Monitoring Monitoring and regular evaluation of the measures
implemented
In the description of its procedures of internal control and risk
management, the Company identifies general procedures, specific
risk management procedures and specific procedures regarding
the financial reporting process.
General procedures
Integrity and ethical values are fundamental when conducting
business. They are embedded in the organisation by means
of several standards and procedures (corporate governance,
remuneration policy, dealing code, conflict of interests, social
responsibility, gender diversity, etc.).
The mission, objectives and strategy of the Company are clearly
defined.
A clear governance structure, based on the requirements of the
CAC and the principles of the Corporate Governance Code
relevant to the Company, has been implemented.
Responsibilities are clearly defined based on a segregation
between the responsibilities of the Board of Directors and those
of the general manager, and detailed rules with respect to
authorisation to sign, special authorisations and representation of
the Company.
A set of internal procedures ensures compliance with legal and
regulatory obligations and best practices.
Security measures are implemented to ensure the continuity and
reliability of information systems.
Specific risk management procedures
Section 2 of this report sets out the risks to which the company may
be exposed and the way these risks are managed.
Specific procedures regarding the financial
reportingprocess
The content of the financial information is clearly defined. The
annual report consists of (i) the annual accounts prepared in
accordance with the legal and regulatory requirements applicable
in Belgium (BE GAAP), (ii) the report from the Board of Directors
and (iii) the statement from the Board of Directors on the true and
fair view of the annual accounts and on the fair presentation given
in the management report. The half-year financial report consists
of (i) the condensed interim accounts prepared in accordance with
BE GAAP, (ii) the interim report from the Board of Directors, and
(iii) a statement from the Board of Directors on the true and fair
view of the condensed interim accounts.
The bookkeeping is undertaken by an external accountant
accredited by the ITAA, who uses a detailed procedures manual
to ensure compliance at all times with the legal and regulatory
requirements related to company accounts (Economic Code,
Book III, Title 3, Chapter 2 and its implementing royal decrees,
as well as the related opinions of the “Commission des Normes
Comptables”). The accounting software used is Exact Online.
The data processed in this software are stored on professional
certified servers. Moreover, all documents made available to the
accountant are digitalised and stored on certified servers of a
professional host, the reliability of whose internal control system
has been confirmed by an audit. A rigorous system has been put in
place to back up the data on the server.
20
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
The annual accounts are prepared by an accountant mandated by
the general manager on the basis of the scheme made available
by the National Bank of Belgium. After their approval by the
shareholders during the annual general meeting, the annual
accounts are filed in XBRL format with the National Bank of
Belgium. This software contains consistency checks.
Apart from the organisational measures, specific procedures are
in place, such as analytical review by the general manager/
accountant of the trial balance, the preparation of a closing file
with detailed justification of balances and the reconciliation of
accounts with external counterparties.
The delegated regulation (EU) 2018/815 of the European
Commission of 17 December 2018 stipulates that the consolidated
financial statements (IFRS) of companies whose securities are
admitted for trading on a regulated market must be tagged in
accordance with ESEF requirements (“European Single Electronic
Format”) using iXBRL tags. This delegated regulation is applicable
in Belgium to annual financial reports on the annual accounts for
the financial years beginning on 1 January 1 or after this date.
As the Company is not required to and therefore does not prepare
consolidated accounts, its obligation is limited to filing the annual
financial report in XHTML format, without tagging. The ESEF report
is the official version of the annual financial report and is published
on the Company’s website and on the STORI platform provided for
this purpose by the FSMA. The ESEF report will be prepared by a
chartered accountant commissioned by the general manager and
published by him.
10.4. ADDITIONAL INFORMATION REQUIRED BY THE
ROYAL DECREE OF 14 NOVEMBER 2007
The following information is required by the aforementioned Royal
Decree insofar as it may, where applicable, have an impact on the
Company in the event of the launch of a takeover bid.
Shareholding structure
The shareholding structure of Financière de Tubize as indicated
by (i) the annual notification sent in accordance with Article 74,
§8 of the act of 1 April 2007 concerning takeover bids, (ii) the
notifications received by the Company in accordance with the
act of 2 May 2007 concerning the publication of significant
holdings, and (iii) notifications made in accordance with the market
abuse regulation by the directors of the Company or by persons
closely related to them, and taking into account the distribution
of the voting rights between those held in concert and those held
independently, was follows as at 31December 2023:
€000 IN CONCERT INDEPENDENTLY TOTAL
NUMBER % NUMBER % NUMBER %
FEJ SRL 8,525,014 19.15% 1,988,800 4.47% 10,513,814 23.62%
Daniel Janssen 5,881,677 13.21% 0 0 5,881,677 13.21%
Altaï Invest SA 4,969,795 11.16 % 40,205 0.09% 5,010,000 11. 26%
Barnfin SA 3,903,835 8.77% 0 0 3,903,835 8.77%
Jean van Rijckevorsel 11, 74 4 0.03% 0 0 11, 74 4 0.03%
Total voting rights held by the concert 23,292,065 52.32% 2,029,005 4.56% 25,321,070 56.89%
Other shareholders - - 19,191,528 4 3.11% 19,191,528 4 3.11%
Total voting rights 23,292,065 52.32% 21,220,533 47. 67% 44,512,598 100.00%
The FEJ SRL, Daniel Janssen, the Altai Invest SA (controlled by
Evelyn du Monceau), Barnfin SA (controlled by Bridget van
Rijckevorsel) and Jean van Rijckevorsel act in concert.
The members acting in concert and their close family members
have no direct or indirect relationships with the Company other
than those resulting from their capacity as shareholders or, where
applicable, from representation on the Board of Directors.
Structure of the capital
The capital is represented by 44,512,598 ordinary shares. Each
share gives the same rights to dividends and entitlement to one
vote at the general shareholders meeting.
Restrictions on the transfer of shares
No specific restrictions apply on the transfer of shares other than
those imposed by law or those that might result from shareholders
agreements.
Special control rights
There are no instruments with special control rights.
Control mechanism in a system of staff shareholdings
No staff shareholdings system is in place.
21
REPORT FROM THE BOARD OF DIRECTORS
Restriction on the exercising of voting rights
There are no restrictions, other than those imposed by law, on the
exercising of voting rights.
To attend or be represented at the general meeting and exercise
their voting right, shareholders must have carried out the
accounting registration of their shares no later than midnight,
Belgian time, on the fourteenth day before the general meeting (i.e.
for the ordinary general meeting to be held on Friday, 26 April
2024, by Friday, 12 April 2024, the “Registration Date”), either by
registering them in the Company’s register of nominative shares or
by registering them in the accounts of a licensed account holder or
a settlement institution, irrespective of the number of shares held on
the day of the meeting.
Shareholders must also inform the Company of their wish to attend
the general meeting. Holders of nominative shares should send the
Company the signed original of the attendance notice. This form
is appended to the convening notice. Holders of dematerialised
shares should send the Company a certificate, issued by the
licensed account holder or by the settlement institution, certifying
the number of shares that are registered in the accounts of
the account holder or settlement institution in the name of the
shareholder on the Registration Date and for which the shareholder
has declared that they wish to participate in the general meeting.
The attendance notice or the certificate should reach the Company,
at its registered office, no later than six days before the date of
the general meeting (i.e., for the 2024 ordinary general meeting,
Saturday, 20 April 2024).
Agreements between shareholders
The shareholders identified above act in concert. The applicable
terms are laid down in a shareholders agreement. The key elements
of this agreement can be summarised as follows:
– The objective of the concert is to ensure, through Financière de
Tubize, the stability of the shareholding structure of UCB with a
view to the long-term industrial development of the latter. With
this in mind, it aims to maintain the predominance of the family
shareholding structure of Financière de Tubize.
– The parties to the concert consult with each other about the
decisions to be taken at the general meeting of Financière
de Tubize and try, as far as is possible, to reach a consensus.
They ensure that they are properly represented on the Board
of Directors of Financière de Tubize. Within this Board and
through their representatives on the UCB Board of Directors,
they consult with each other about the significant strategic
decisions concerning UCB and try, as far as is possible, to
reach a consensus.
– The parties inform each other prior to any project of significant
acquisition or sale of shares of Financière de Tubize; pre-
emption rights and tag along are also in place within the
family.
Rules applicable to the appointment and replacement of
members of the Board of Directors
The Board of Directors submits to the general shareholders meeting
the appointments or renewals of directorships that it proposes. The
shareholders may also propose candidates.
Appointment proposals shall specify the proposed term of the
mandate and indicate any useful information regarding the
professional qualifications of the candidate, as well as a list of
positions that the proposed director already exercises.
The general shareholders meeting decides on the proposals by a
majority of the votes cast.
Directors are appointed by the general shareholders meeting for
a term of four years. They are eligible for re-election. The expiring
mandates come to an end after the ordinary general shareholders
meeting at which they have not been renewed.
In the event of a vacancy on the Board, the directors may fill
the vacancy temporarily. The shareholders will hold a definitive
election at the next general shareholders meeting.
An age limit has been set at the date of the ordinary general
meeting following the seventy-fifth birthday of a member. The
person concerned resigns from his/her mandate at this time.
Rules applicable to the modification of the articles of
association
The articles of association may only be amended by the general
shareholders meeting.
The general meeting can only deliberate on amendments of the
articles of association if the purpose of the proposed amendments
is expressly mentioned in the convening notice and if those who
attend the meeting represent at least half of the capital. If the
latter condition is not met, a further meeting can validly deliberate
irrespective of the portion of capital represented.
An amendment requires a 3/4th majority of the votes, except in
those cases where the law requires other majority rules.
Powers of the Board of Directors
The Board of Directors is the management body of Financière de
Tubize. The Board considers the one-tier governance structure
to be the most appropriate for the operation of the Company.
It assesses (at least every five years) whether the one-tier
governance structure is the most appropriate.
It is competent to decide on all matters that the law or the articles
of association do not expressly entrust to the general shareholders
meeting.
It is responsible for the general policy of the Company and its
implementation.
22
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
Within the context of its mission, the tasks of the Board of Directors
include but are not limited to:
– Defining the strategic objectives and implementing structures
enabling their achievement
– Convening and proposing the agendas for the ordinary and
extraordinary general shareholders meetings
– Proposing candidates for election as directors, including
independent directors, for approval by the general
shareholders meeting
– Establishing the accounts and proposing the appropriation of
the result
– Approving investments
– Preparing and closing the financial statements
– Ensuring the timely publication of the financial statements
and other significant financial or non-financial information
communicated to the shareholders and to the general public
– Ensuring that all human, IT and financial resources are in place
to enable the Company to achieve its objectives
– Implementing a system of internal control and risk management
– Assessing the performance of the general manager
– Supervising the work of the statutory auditor
– Establishing the Company’s communication policy and
supervising all external communication channels
– Determining the governance structure of the company (and
reassessing it every five years)
– Adopting the remuneration policy and submitting it to the
general meeting
– Ensuring the proper implementation of the Company’s
corporate governance rules based on the principles of the
Code.
The Board of Directors allocates adequate resources to exercise its
functions.
The Board is jointly responsible in respect of the Company for the
proper exercising of its powers.
The general shareholders meeting of 28 April 2023 has granted
the board of directors, for a period of five years from the date of
publication of the minutes of the said meeting, the authorisation to
acquire shares of the company under the conditions provided for
by law. The par value of the shares purchased may not exceed
20% of the subscribed capital. Purchases may be made at a
price between 1 euro and 200 euro. The Board of Directors is
authorised, in the event of the cancellation of own shares acquired
by the company, to establish the number of shares to be cancelled.
The Board of Directors may also dispose of the company’s shares
on the stock exchange or in any other way . Moreover, the
general shareholders meeting of 29 April 2022 authorised the
Board of Directors, for a period of three years as of the date of
publication of the amendment to the articles of association by
the aforementioned general meeting, to acquire shares of the
Company in order to avoid serious and imminent harm to the
Company.
Significant agreements that might be impacted by
atakeover bid
The Company is party to a credit agreement with BNP Paribas
Fortis SA for an amount of €200million The general credit
opening conditions governing this agreement include a clause
conferring upon BNP Paribas Fortis SA the right to suspend or
terminate, with immediate effect and without formal notice, entirely
or partly, the credit facilities or one of its forms of utilisation, for
the utilised part as well as for the non-utilised part, all in the
event of the substantial modification of the Financière de Tubize
shareholding structure which might impact on the composition of
the governing bodies (as well as on the persons responsible for the
day-to-day management) or on the overall risk assessment by the
bank.
The Company is also party to a credit agreement with Belfius
Banque SA for an amount of €150million. The Credit Regulation
of June 2012, which applies to this agreement, includes a clause
which confers upon Belfius Bank SA the right to terminate or
suspend the credit facility, entirely or in part, without prior formal
notice or legal recourse, with immediate effect on the date of
dispatch of the letter giving notice of denunciation or suspension,
in the event of a change in the administration of Financière de
Tubize, or if one of the active or jointly liable members, or one of
the majority shareholders withdraws or dies.
Indemnities in case of a takeover bid
There are no agreements between the Company and its directors
or officers that would, as a result of a takeover bid, trigger
indemnities to directors or officers resigning or being forced to
leave their positions without any valid reason. The Company has
no staff.
10.5. COMPOSITION AND FUNCTIONING OF
THEBOARD OF DIRECTORS
Composition and attendance
In accordance with the articles of association, the Board
of Directors consists of at least three members. The general
shareholders meeting fixes the number of directors.
The Board currently consists of eleven members (eight
representatives of the family shareholders and three independent
directors).
The Board of Directors meets at least three times a year. In 2023,
the Board met six times. The composition as well as the individual
attendance rate of the directors at Board meetings are summarised
in the table below:
23
REPORT FROM THE BOARD OF DIRECTORS
NAME FUNCTION INDEPENDENT EXECUTIVE MANDATE PRESENCE
DIRECTORS’
FEES (€)
AVO Management BV represented by Annick Van Overstraeten Member Yes No 2023-27 6/6 6,000
Biofina SRL represented by Fiona du Monceau Member No No 2022-26 6/6 6,000
BLTB SRL represented by Charles-Antoine Janssen Member No No 2023-27 6/6 6,000
Eric Cornut Member No No 2022-26 5/6 5,000
Evelyn du Monceau Member No No 2023-27 6/6 6,000
EJ management SRL represented by Edouard Janssen Member No No 2022-26 6/6 6,000
Cynthia Favre d’Echallens Member No No 2022-26 6/6 6,000
Nikita SRL represented by Cyril Janssen Member No No 2021-25 6/6 6,000
Praksis BV represented by Bruno Holthof Member Yes No 2021-25 6/6 6,000
Cédric van Rijckevorsel Member No No 2021-25 6/6 6,000
Vauban NV represented by Gaëtan Hannecart Chairman Yes No 2021-25 6/6 6,000
AVO Management BV, represented by Mrs Annick van
Overstraeten, tendered his resignation effective 26 April 2024.
The appointment of Sandrine Flory, as an independent director,
will be proposed to the annual general meeting of 26 April 2024
for a term of 4 years expiring at the annual general meeting of
2028.
Functioning
The Board of Directors appoints a chairman from among its
members. The chairman coordinates the activities of the Board and
ensures its proper functioning. He ensures, in particular, that the
corporate governance best practices apply to the relations between
the shareholders, the Board of Directors and the general manager
responsible for the day-to-day management.
The role of company secretary is entrusted to the general manager.
The company secretary, under the leadership of the chairman,
ensures that information flows properly within the Board of Directors.
He facilitates the training of Board members. Directors can call upon
the secretary individually. The company secretary regularly reports
to the Board, under the leadership of the chairman, on compliance
with Board procedures, rules and regulations.
The Board of Directors meets when it is convened by the chairman
or by the director replacing him, as often as required in the interests
of the Company. It must, in addition, be convened when at least two
directors so request. Board meetings are convened by means of a
written invitation sent to each of the directors eight days before the
meeting, except in case of urgency, and including the agenda. The
Board of Directors can validly meet without convening if all directors
are present or represented and have agreed on the agenda.
The key items on the agenda of the Board of Directors during the
2023 financial year included: the monitoring of UCB’s performance,
the annual and half-yearly financial reports, the preparation of the
ordinary general meeting of 2023, the 2024 budget, aspects of the
functioning of the Board (assessment, training), cash management
and bank debt, the setting of internal policies.
The Chairman of the Board of Directors draws up the agenda of
the meetings, in consultation with the Secretary. He ensures that
the directors receive the same accurate and detailed information in
good time prior to the meetings.
The meetings of the Board of Directors are chaired by the chairman
or by the director replacing him.
The Board may only validly deliberate if the majority of the members
are present or represented. The attendance quorum is calculated on
the basis of the number of directors taking part in the voting, without
taking into account those who should withdraw from the deliberation
pursuant to the Companies and Associations Code.
Each director may, by simple letter or proxy, delegate to another
Board member the power to represent him/her. However, no
director may have more than two votes, including her/his own vote.
Resolutions are adopted by a majority of votes. In the event of a tie,
the chairman of the meeting has the casting vote.
Decisions of the Board of Directors may be taken by unanimous
written consent of the directors.
The deliberations of the Board of Directors are documented in
minutes that are kept in a special register at the registered office of
the Company. These minutes are signed by at least the majority of
the members who have taken part in the deliberations.
During the financial year, there were no transactions or contractual
relations between, on the one hand, the directors and/or the
manager and, on the other hand, the Company, other than those
resulting from their capacity as director or manager delegated to
undertake the day-to-day management of the Company.
24
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
10.6. GENDER DIVERSITY
Since the Company has a very simple management structure and
no staff, it has put in place a diversity policy which essentially
concerns the composition of its Board of Directors. This policy
implies that several elements must be taken into account, such as
compliance with legal requirements and the Code, but also the
representation of reference shareholders, the complementarity of
expertise and skills, the diversity of functions, age, the transition
from one generation to another, gender, independence,
motivation, personal qualities, availability, etc.
Article 7:86 §1 of the CAC requires that at least one-third of the
Board members have a gender that is different from that of the
other members. The required minimum number is rounded off to
the nearest whole number. The composition of the Board, with
seven male and four female members, complies with the legal
requirements.
Furthermore, Financière de Tubize, a Company with a stable stake
in UCB, participates in the Diversity Policy of UCB’s Board of
Directors.
10.7. 2023 REMUNERATION REPORT
General
Under Article 7:100, §4 of the CAC, Financière de Tubize is
exempted from the obligation to set up a remuneration committee.
The functions assigned to the remuneration committee are
exercised by the Board of Directors as a whole. In this respect,
in accordance with the decision take by the ordinary general
meeting of 2017, the Board has determined the remuneration of the
directors and the manager delegated to undertake the day-to-day
management of the Company for the financial year 2023.
Policy
The ordinary general meeting of 26 April 2017 set the directors’
remuneration at €30,000 per year and per director as of the
2017 financial year and for an indefinite period and also granted
an attendance fee of €1,000 per meeting (general meeting
included) for each director. The fixed fee of the chairman of the
Board of Directors is twice the fee of a director. He receives the
same attendance fee as a director.
These amounts are exclusive of VAT and any employer’s social
security contributions, which will be borne by Financière de Tubize.
The service agreement between the Company and the general
manager provides for remuneration based on the number of
hours worked plus an annual bonus allocated according to the
achievement of objectives fixed by mutual agreement with the
chairman of the Board of Directors at the beginning of each
financial year.
Remuneration and other benefits granted to directors
in2023
In accordance with the decision taken by the ordinary general
meeting of 2017, the fixed remuneration for the directors amounts
to €30,000 per person for the 2023 accounting year. The fixed
remuneration of the chairman of the Board amounts to €60,000.
The attendance fees allocated to each director during the 2023
financial year (€1,000 per meeting, the general meeting counting
as one meeting) are shown in the table detailing the composition of
the Board.
Remuneration and other benefits granted to the general
manager in 2023
The mandate of general manager, in charge of the day-to-day
management, is exercised by the company ENRE SRL whose head
office is located at Place Obert de Thieusies 1, 7830 Thoricourt,
represented by Eric Nys.
The fees granted to ENRE SRL for the 2023 financial year
amounted to €194,535 (excluding VAT).
The general manager‘s remuneration consists of a fixed sum of
€1,200 (excl. VAT) per day worked, plus an annual bonus of
€40,000 (excluding VAT) allocated according to the achievement
of objectives set by mutual agreement with the chairman of the
Board of Directors at the beginning of each financial year.
The general manager does not receive a pension or other benefits
and does not receive shares, stock options or any other right to
acquire shares in Financière de Tubize.
The service agreement governing the relationship between the
Company and the general manager stipulates that either party
may terminate this relationship by giving three months’ notice to the
other party, effective three working days after notice is given by
registered letter.
No compensation is provided for in the agreement.
Remuneration and other benefits granted to other
directors or executive officers
As the general manager is the only executive officer of the
company, this information does not apply.
Brussels, 15 March 2024.
The Board of Directors
Gaëtan Hannecart, Evelyn du Monceau,
Chairman of the Member of the
Board of Directors Board of Directors
25
RESPONSIBLE PERSONS AND STATEMENT FROM THE BOARD OF DIRECTORS
Responsible persons
andstatement from the
Board ofDirectors
Responsible persons
BOARD OF DIRECTORS
AVO Management BV represented by
AnnickVanOverstraeten Member
Biofina SRL represented by Fiona du Monceau Member
BLTB SRL represented by Charles-Antoine Janssen Member
Eric Cornut Member
Evelyn du Monceau Member
EJ management SRL represented by Edouard Janssen Member
Cynthia Favre d’Echallens Member
Nikita SRL represented by Cyril Janssen Member
Praksis BV represented by Bruno Holthof Member
Cédric van Rijckevorsel Member
Vauban NV represented by Gaëtan Hannecart Chairman
HONORARY CHAIRMAN
Daniel Janssen
STATUTORY AUDITOR
BDO Company Auditors SRL,
represented by Sébastien Jaspar.
DAYTODAY MANAGEMENT
ENRE SRL, represented by Eric Nys.
Statement from the Board of Directors
We declare that to our knowledge:
– The statutory financial statements, prepared in accordance
with the applicable accounting standards, give a true and fair
view of the net assets, liabilities, financial position and results of
Financière de Tubize;
– The management report includes a fair presentation of the
development of the business, the results and the position of
Financière de Tubize, as well as a description of the principal
risks and uncertainties that the Company faces.
Brussels, 15 March 2024.
The Board of Directors
Gaëtan Hannecart, Evelyn du Monceau,
Chairman of the Member of the
Board of Directors Board of Directors
FIN AN C I ÈR E DE TU BIZ E – A NN U AL R EP O RT 2 023
26
–
Annual accounts
Balance
Assets
2023
2022
Fixed assets
1,919,609,130
1,837,687,395
Intangible fixed assets
-
-
Tangible fixed assets
-
-
Other tangible fixed assets
-
-
Financial fixed assets
1,919,609,130
1,837,687,395
Affiliated enterprises
1,919,609,130
1,837,687,395
Participating interests
-
-
Amounts receivable
-
-
Current assets
635,321
1,118,241
Amounts receivable within one year
-
1,361
Trade debtors
-
-
Other amounts receivable
-
1,361
Current investments
-
-
Other investments
-
-
Cash at bank and in hand
574,841
1,068,757
Deferred charges and accrued income
60,480
48,123
Total assets
1,920,244,451
1,838,805,636
AN N UAL AC COUNTS
27
2023
2022
Equity
1,796,594,299
1,751,620,353
Capital
236,224,992
236,224,992
Issued capital
235,000,000
235,000,000
Revaluation surpluses
1,224,992
1,224,992
Reserves
1,469,129,708
1,424,129,708
Legal reserve
23,500,000
23,500,000
Reserves not available
455,591
455,591
Available reserves
1,445,174,117
1,400,174,117
Accumulated profits (losses)
91,239,599
91,265,653
Amounts payable
123,650,152
87,185,283
Amounts payable after more than one year
-
-
Credit institutions
-
-
Amounts payable within one year
122,714,933
86,732,315
Financial debts
79,200,000
47,800,000
Credit institutions
-
-
Trade debts
263,215
195,931
Taxes, remuneration and social security
59,521
28,500
Other amounts payable
43,192,197
38,707,884
Accruals and deferred income
935,219
452,968
Total liabilities
1,920,244,451
1,838,805,636
FIN AN C I ÈR E DE TU BIZ E – A NN U AL R EP O RT 2 023
28
Income statement
Income statement
2023
2022
Operating income
-
8,151
Non-recurring operating income
-
8,151
Operating charges
2,143,974
1,830,934
Raw materials, consumables
-
-
Services and other goods
2,077,585
1,828,070
Remuneration
-
-
Depreciation
-
-
Provisions for liabilities and charges
-
-
Other operating charges
960
2,864
Non-recurring operating charges
65,429
-
Operating profit (loss)
(2,143,974)
(1,822,783)
Financial income
93,649,315
89,033,140
Recurring financial income
-
-
Income from financial fixed assets
93,220,513
89,033,127
Income from current assets
10,745
-
Other financial income
-
13
Non-recurring financial income
418,057
-
Financial charges
3,354,074
2,040,469
Recurring financial charges
3,294,646
1,696,508
Debt charges
-
-
Other financial charges
59,428
343,961
Non-recurring financial charges
-
-
Profit (loss) for the period before taxes
88,151,267
85,169,888
Transfer from deferred taxes
-
-
Transfer to deferred taxes
-
-
Income taxes
-
-
Taxes
-
-
Adjustment of income taxes and write-back of tax provisions
-
-
Profit (loss) of the period
88,151,267
85,169,888
Transfer from untaxed reserves
-
-
Transfer to untaxed reserves
-
-
Profit (loss) of the period available for appropriation
88,151,267
85,169,888
AN N UAL AC COUNTS
29
Appropriation account
2023
2022
Profit (loss) to be appropriated
179,416,920
174,546,487
Profit(loss) of the period available for appropriation
88,151,267
85,169,888
Profit (loss) brought forward
91,265,653
89,376,599
Withdrawals from capital and reserves
-
-
from capital and share premium account
-
-
from reserves
-
-
Transfer to capital and reserves
45,000,000
45,000,000
to capital and share premium account
-
-
to legal reserve
-
-
to other reserves
45,000,000
45,000,000
Accumulated profits (losses)
91,239,600
91,265,653
Owners' contribution in respect of losses
-
-
Profit to be distributed
43,177,320
38,280,834
Dividends
43,177,320
38,280,834
Directors' or managers' entitlements
-
-
Employees
-
-
Other beneficiaries
-
-
FIN AN C I ÈR E DE TU BIZ E – A NN U AL R EP O RT 2 023
30
Statement of financial fixed assets
Enterprises linked by a participating interest - participating interests and
shares
2023
2022
Movements during the period
Acquisitions
81,921,735
94,466,346
Sales and disposals
Transfers from one heading to another
Acquisition value at the end of the period
1,919,609,130
1,837,687,395
Revaluation surpluses at the end of the period
Movements during the period
Recorded
Acquisitions from third parties
Cancelled
Transferred from one heading to another
Revaluation surpluses at the end of the period
Amounts written down at the end of the period
Movements during the period
Recorded
Written back
Acquisitions from third parties
Cancelled owing to sales and disposals
Transferred from one heading to another
Amounts written down at the end of the period
Uncalled amounts at the end of the period
Movements during the period
Uncalled amounts at the end of the period
Net book value at the end of the period
Enterprises linked by a participating interest -
amounts receivable
Net book value at the end of the period
1,919,609,130
1,837,687,395
Movements during the period
Additions
Repayments
Amounts written down
Amounts written back
Exchange differences
Other movements
Net book value at the end of the period
Accumulated amounts written off amounts receivable
at end of the period
AN N UAL AC COUNTS
31
Participating interests information participating
INTERESTS AND SHARES IN OTHER ENTERPRISES
Name, full address of
the registered office
and for an enterprise
governed by belgian
law, the company
identification number
Rights held
Data extracted from the most recent annual accounts
Nature
Directly
Subsid
iaries
Annual
accounts
as per
Curre
ncy
code
Capital and
reserves
Net result
Number
%
%
UCB 0403053608
Public limited company
Allée de la Recherche 60
1070 Anderlecht
Belgium
Voting
rights
70,484,742
36.24
0
31-12-22
EUR
8,912,700,512.00
209,835,695.00
FIN AN C I ÈR E DE TU BIZ E – A NN U AL R EP O RT 2 023
32
Statement of capital
2023
2022
Social capital
Issued capital at the end of the period
235.000.000
235.000.000
Value
Number of shares
Changes during the period
Composition of the capital
Shares types
Registered shares
32,787,966
32,976,659
Shares dematerialized
11,724,632
11,535,939
Uncalled
amount
Capital called
but not paid
Capital not paid
Uncalled capital
Called up capital, unpaid
Shareholders having yet to pay up in full
2023
2022
Own shares
Commitments to issue shares
Authorized capital not issued
Shares issued, non representing capital
AN N UAL AC COUNTS
33
Shareholder structure of the enterprise at the date of end-of-year procedure
According to the notifications that the enterprise has received pursuant to art. 631 §2, last subsection and art. 632 §2 last
subsection of the Belgian company law; art. 14 fourth subsection of the law of 2nd May 2007 on the disclosure of major
shareholdings; and article 5 of the royal decree of 21st August 2008 laying down further rules on certain multilateral trading
facilities.
Name of the persons who hold the rights of the
enterprise, specifying the address (of the registered
office, when it involves a legal person) and the company
identification number, when it involves an enterprise
under belgian law
Rights held
Number of voting rights
Nature
Linked to
securities
Not linked to
securities
%
Altaï Invest SA
Voting rights
5,010,000
11.26
0466614441
Avenue de Tervueren 412 bte 13
1150 Woluwe-Saint-Pierre
BELGIUM
Barnfin SA
Voting rights
3,903,835
8.77
0461348628
Rue de la Cambre 180
1200 Woluwe-Saint-Lambert
BELGIUM
FEJ SRL
Voting rights
10,513,814
23.62
0456059653
Avenue Louise 240 bte 14
1050 Ixelles
BELGIUM
Janssen Daniel
Voting rights
5,881,677
13.21
Chaussée de Bruxelles 110A
1310 La Hulpe
BELGIUM
Van Rijckevorsel Jean
Voting rights
11,744
0.03
Rue Julien Vermeersch 20
1150 Woluwe-Saint-Pierre
BELGIUM
FIN AN C I ÈR E DE TU BIZ E – A NN U AL R EP O RT 2 023
34
Statement of amounts payable, accrued charges and deferred income
Breakdown of amounts payable with an original period to maturity of
more than one year, according to their residual term
2023
2022
Current portion of amounts payable after more than one year falling due
within one year
Financial debts
79,200,000
47,800,000
Subordinated loans
Unsubordinated debentures
Leasing and other similar obligations
Credit institutions
Other loans
Trade debts
Suppliers
Bills of exchange payable
Advance payments received on contract in progress
Other amounts payable
Total current portion of amounts payable after more than one year falling due
within one year
79,200,000
47,800,000
Amounts payable with a remaining term of more than one but not more than five
years
Financial debts
Subordinated loans
Unsubordinated debentures
Leasing and other similar obligations
Credit institutions
Other loans
Trade debts
Suppliers
Bills of exchange payable
Advance payments received on contracts in progress
Other amounts payable
Total amounts payable with a remaining term of more than one but not more
than five years
Amounts payable with a remaining term of more than five years
Financial debts
Subordinated loans
Unsubordinated debentures
Leasing and other similar obligations
Credit institutions
Other loans
Trade debts
Suppliers
Bills of exchange payable
Advance payments received on contracts in progress
Other amounts payable
Total amounts payable with a remaining term of more than five years
AN N UAL AC COUNTS
35
GUARANTEED AMOUNTS PAYABLE
2023
2022
Amounts payable guaranteed by Belgian public authorities
Financial debts
Subordinated loans
Unsubordinated debentures
Leasing and similar obligations
Credit institutions
Other loans
Trade debts
Suppliers
Bills of exchange payable
Advance payments received on contracts in progress
Remuneration and social security
Other amounts payable
Total amounts payable guaranteed by Belgian public authorities
Amounts payable guaranteed by real securities or irrevocably promised by
the enterprise on its own assets
Financial debts
79,200,000
47,800,000
Subordinated loans
Unsubordinated debentures
Leasing and similar obligations
Credit institutions
79,200,000
47,800,000
Other loans
Trade debts
Suppliers
Bills of exchange payable
Advance payments received on contracts in progress
Taxes, remuneration and social security
Taxes
Remuneration and social security
Other amounts payable
Total amounts payable guaranteed by real securities or irrevocably promised
by the enterprise on its own assets
79,200,000
47,800,000
FIN AN C I ÈR E DE TU BIZ E – A NN U AL R EP O RT 2 023
36
TAXES, REMUNERATION AND SOCIAL SECURITY
2023
2022
Taxes
Outstanding tax debts
Accruing taxes payable
41,000
-
Estimated taxes payable
Remuneration and social security
Amounts due to the National Social Security Office
Other amounts payable in respect of remuneration and social security
18,521
28,500
ACCRUALS AND DEFERRED INCOME
2023
2022
Allocation of heading 492/3 of liabilities if the amount is significant
Accrued expenses : Interest
831,133
345,843
Accrued expenses : Reserveration commission
104,087
107,126
AN N UAL AC COUNTS
37
Operating charges
OTHER OPERATING CHARGES
2023
2022
Operating charges
Employees for whom the enterprise submitted a DIMONA declaration or who
are recorded in the general personnel register
Total number at the closing date
Average number of employees calculated in full-time equivalents
Number of actual worked hours
Personnel costs
Remuneration and direct social benefits
Employers' contribution for social security
Employers' premiums for extra statutory insurance
Other personnel costs
Other operating charges
Taxes related to operation
960
2,864
Other costs
Financial results
RECURRING FINANCIAL CHARGES
Breakdown of other financial charges
2023
2022
Other
Bank costs
5,632
43,045
Unrealized loss on interest rate swaps (non-effective portion of hedge
accounting)
Differences in payments
Late payment interest
-
22,284
Realized exchange differences
27
1,282
Underwriting and selling expenses
53,769
277,349
FIN AN C I ÈR E DE TU BIZ E – A NN U AL R EP O RT 2 023
38
Income and charge of exceptional size or incidence
Income and charges of exceptional size or incidence
2023
2022
Non recurring income
418,057
8,151
Non-recurring operating income
8,151
Write-back of depreciation and of amounts written off intangible and tangible
fixed assets
Write-back of provisions for extraordinary operating liabilities and charges
Capital gains on disposal of intangible and tangible fixed asset
Other non-recurring operating income
8,151
Non-recurring financial income
Write-back of amounts written down financial fixed assets
Write-back of provisions for extraordinary financial liabilities and charges
Capital gains on disposal of financial fixed assets
Other non-recurring financial income
418,057
Non-recurring expenses
65,429
-
Non-recurring operating charges
Non-recurring depreciation of and amounts written off formation expenses,
intangible and tangible fixed assets
Provisions for extraordinary operating liabilities and charges: Appropriations
(uses)
Capital losses on disposal of intangible and tangible fixed assets
Other non-recurring operating charges
65,429
Non-recurring operating charges carried to assets as restructuring costs .(-)
Non-recurring financial charges
Amounts written off financial fixed assets
Provisions for extraordinary financial liabilities and charges - Appropriations
(uses)
Capital losses on disposal of financial fixed assets
Other non-recurring financial charges
Non-recurring financial charges carried to assets as restructuring costs ...(-)
AN N UAL AC COUNTS
39
Income taxes and other taxes
INCOME TAXES
Major reasons for the differences between pre-tax profit, as it results from the annual accounts, and
estimated taxable profit
2023
2022
Income taxes on the result of the period
Income taxes paid and withholding taxes due or paid
Excess of income tax prepayments and withholding taxes paid recorded under
assets
Estimated additional taxe
Income taxes on the result of prior periods
Additional income taxes due or paid
Additional income taxes estimated or provided for
Major reasons for the differences between pre-tax profit, as it results from the
annual accounts, and estimated taxable profit
Definitive taxed income
93,220,513
89,033,127
2023
2022
Impact of non recurring results on the amount of the income taxes relating to
the current period
STATUS OF DEFERRED TAXES
2023
2022
Status of deferred taxes
Deferred taxes representing assets
151,154,385
151,156,318
Accumulated tax losses deductible from future taxable profits
Other deferred taxes representing assets
Deferred taxes representing liabilities
151,154,385
151,156,318
Allocation of deferred taxes representing liabilities
Breakdown of deferred taxes representing liabilities
VALUE ADDED TAXES AND OTHER TAXES BORNE BY THIRD PARTIES
Amounts withheld on behalf of third party
2023
2022
Value added taxes charged
To the enterprise (deductible)
By the enterprise
Amounts withheld on behalf of third party
For payroll withholding taxes
51,942
62,393
For withholding taxes on investment income
7,243,997
6,321,509
FIN AN C I ÈR E DE TU BIZ E – A NN U AL R EP O RT 2 023
40
Rights and commitments not reflected in the balance sheet
2023
2022
Of which
Bills of exchange in circulation endorsed by the enterprise
Bills of exchange in circulation drawn or guaranteed by the
Maximum amount for which other debts or commitments of third parties are
guaranteed by the enterprise
Real guarantees
Real guarantees provided or irrevocably promised by the enterprise on its
own assets as security of debts and commitments of the enterprise
Mortgages
Book value of the immovable properties mortgaged
Amount of registration
Amount of registration by mandate
Pledging of goodwill
Pledging of goodwill - Max amount
Pledging of goodwill - Amount of the registration by mandate
Pledging of other assets
Pledging of other assets - Book value
61,267,279
31,393,102
Pledging of other assets - Max amount
Guarantees provided on future assets
Guarantees provided on future assets - Amount assets involved
Guarantees provided on future assets - Max amount
Seller privilege
Seller privilege - Max amount
Seller privilege - Unpaid amount
2023
2022
Outstanding bank loans cannot exceed 30% of the market value of the
investment in UCB
1.4%
0.9%
The solvency ratio (equity as a percentage of total assets)
94%
95%
Collateral must consist of a number of UCB shares with a total market higher than
150% of outstanding bank loans
224%
183%
Margins available on confirmed credit lines
270,800,000
302,200,000
AN N UAL AC COUNTS
41
Relationships with affiliated enterprises, associated enterprises and others
enterprises linked by participating interests
AFFILIATED ENTERPRISES
Affiliated enterprises
2023
2022
Financial fixed assets
Participating interests
Subordinated amounts receivable
Other amounts receivable
Amounts receivable
Over one year
Within one year
Current investments
Shares
Amounts receivable
Amounts payable
Over one year
Within one year
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or
commitments of affiliated enterprises
Provided or irrevocably promised by affiliated enterprises as security for debts
or commitments of the enterprise
Other significant financial commitments
Financial results
Income from financial fixed assets
Income from current assets
Other financial income
Debt charges
Other financial charges
Disposal of fixed assets
Capital gains obtained
Capital losses suffered
FIN AN C I ÈR E DE TU BIZ E – A NN U AL R EP O RT 2 023
42
ASSOCIATED ENTREPRISES
2023
2022
Financial fixed assets
Participating interests
Subordinated amounts receivable
Other amounts receivable
Amounts receivable
Over one year
Within one year
Amounts payable
Over one year
Within one year
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or
commitments of associated enterprises
Provided or irrevocably promised by associated enterprises as security for debts
or commitments of the enterprise
Other significant financial commitments
Other enterprises linked by participating interests
Financial fixed assets
1,919,609,130
1,837,687,395
Participating interests
1,919,609,130
1,837,687,395
Subordinated amounts receivable
Other amounts receivable
Amounts receivable
Over one year
Within one year
Amounts payable
Over one year
Within one year
AN N UAL AC COUNTS
43
Financial relationships with
DIRECTORS
Directors, managers, individuals or bodies corporate who control the
enterprise without being associated therewith or other enterprises
controlled by these persons
2023
2022
Amounts receivable from these persons
Conditions on amounts receivable, rate, duration, possibly reimbursed amounts,
canceled amounts or renounced amounts
Guarantees provided in their favour
Other significant commitments undertaken in their favour
Amount of direct and indirect remunerations and pensions, included in the
income statement, as long as this disclosure does not concern exclusively or
mainly, the situation of a single identifiable person
To directors and managers
489,489
444,624
To former directors and former managers
-
47,500
AUDITORS
Auditors or people they are linked to
2023
2022
Auditor's fees
18,372
18,068
Fees for exceptional services or special missions executed in the company by
the auditor
Other attestation missions
Tax consultancy
Other missions external to the audit
Fees for exceptional services or special missions executed in the company by
people they are linked to
Other attestation missions
Tax consultancy
Other missions external to the audit
FIN AN C I ÈR E DE TU BIZ E – A NN U AL R EP O RT 2 023
44
Evaluation rules
GENERAL PRINCIPLES
The Board of Directors has established the valuation rules in accordance with the requirements of the Royal Decree dd. 29
April 2019 implementing the Companies and Associations Code, and taking into account the specific features of the Company.
These rules are established and the valuations are carried out on a going concern scenario of the Company's activities.
The valuations meet the criteria of prudence, sincerity and good faith.
Expenses and income relating to the financial year or the previous financial years are taken into account, regardless of the
date of payment or receipt of these expenses and income, unless the actual receipt of this income is uncertain.
The valuation rules have not changed in their wording or application compared to the previous year.
The balance sheet is presented so that a distinction is made between current and non-current items. An asset is classified as
current when it consists of cash or cash equivalents, or when the Company expects to realize the asset within twelve months of
the balance sheet date. All other assets are classified as non-current assets. A liability is classified as current ("current
liabilities") when the Company expects to settle the liability within twelve months after the balance sheet date or when the
liability is due for settlement within twelve months after the balance sheet date and the Company does not have an
unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date. All other
liabilities are classified as non-current ("non-current liabilities").
SPECIFIC RULES
Financial assets
The investment in UCB is carried in the balance sheet at acquisition cost less any related write-downs.
By acquisition value is meant either the acquisition price (purchase price and any expenses directly attributable to the
acquisition) or the contribution value. At the end of each financial year, a valuation of the participation is carried out, which
takes into account both the financial situation, profitability and prospects of UCB and also its stock market value; if the
estimated value is lower than the book value of the participation and if, in the opinion of the Board of Directors acting with
prudence, sincerity and good faith, the loss of value thus observed is partly or wholly of a lasting nature, a write-down equal
to the lasting part of the loss of value will be recorded.
Debts
Debts are recorded in the balance sheet at their nominal value.
Available values
Available values are carried in the balance sheet at their nominal value.
45
AUDITOR’S REPORT ON THEANNUALACCOUNTS
Auditor’s report on
theannualaccounts
BDO Bedrijfsrevisoren - BDO Réviseurs d'Entreprises BV/SRL, a company under Belgian law in the form of a private limited liability company, is a member of BDO International
Limited, a UK company limited by
guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
BDO Bedrijfsrevisoren BV / BTW BE 0431.088.289 / RPR Brussel
BDO Réviseurs d'Entreprises SRL / TVA BE 0431.088.289 / RPM Bruxelles
Tél.: +32 (0)2 778 01 00
Fax: +32 (0)2 771 56 56
www.bdo.be
The Corporate Village
Da Vincilaan 9, Box E.6
Elsinore Building
B-1930 Zaventem
FINANCIERE DE TUBIZE SA
Statutory auditor’s report
to the general meeting
for the year ended 31 December 2023
Free translation
46
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
BDO Bedrijfsrevisoren - BDO Réviseurs d'Entreprises BV/SRL, a company under Belgian law in the form of a private limited liability company, is a member of
BDO International Limited, a UK company limited by
guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
BDO Bedrijfsrevisoren BV / BTW BE 0431.088.289 / RPR Brussel
BDO Réviseurs
d'Entreprises SRL / TVA BE 0431.088.289 / RPM Bruxelles
Tél.: +32 (0)2 778 01 00
Fax: +32 (0)2 771 56 56
www.bdo.be
The Corporate Village
Da Vincilaan 9, Box E.6
Elsinore Building
B-1930 Zaventem
Free translation
STATUTORY AUDITOR’S REPORT TO THE GENERAL MEETING OF
FINANCIERE DE TUBIZE SA FOR THE YEAR ENDED 31 DECEMBER 2023
In the context of the statutory audit of the annual accounts of FINANCIERE DE TUBIZE SA
(“the Company”), we hereby present our statutory auditor’s report. It includes our report of
the annual accounts and the other legal and regulatory requirements. This report is an
integrated whole and is indivisible.
We have been appointed as statutory auditor by the general meeting of 30
th
of April 2021,
following the proposal formulated by the administrative body. Our statutory auditor’s
mandate expires on the date of the general meeting deliberating on the annual accounts
closed on 31 December 2023. We have performed the statutory audit of the annual accounts
of the Company for three consecutive years.
REPORT ON THE ANNUAL ACCOUNTS
Unqualified opinion
We have audited the annual accounts of
the Company, which comprise the balance
sheet as at 31 December 2023, the profit
and loss account for the year then ended
and the notes to the annual accounts,
characterized by a balance sheet total of
1.920.244.451,57 EUR and a profit and loss
account showing a profit for the year of
88.151.266,61 EUR.
In our opinion, the annual accounts give a
true and fair view of the Company’s net
equity and financial position as at
31 December 2023, as well as of its results
for the year then ended, in accordance
with the financial reporting framework
applicable in Belgium.
Basis for unqualified opinion
We conducted our audit in accordance
with International Standards on Auditing
(ISAs) as applicable in Belgium. Our
responsibilities under those standards are
further described in the 'Statutory
auditor's responsibilities for the audit of
the annual accounts' section in this report.
We have complied with all the ethical
requirements that are relevant to the
audit of annual accounts in Belgium,
including those concerning independence.
We have obtained from the administrative
body and the officials of the Company the
explanations and information necessary for
performing our audit.
We believe that the audit evidence we
have obtained is sufficient and appropriate
to provide a basis for our opinion.
47
AUDITOR’S REPORT ON THEANNUALACCOUNTS
FINANCIERE DE TUBIZE SA :
Statutory auditor’s report to the general meeting of the company on the annual accounts for the year ended 31 December 2023 3.
Key audit matters
Key audit matters are those matters that,
in our professional judgment, were of most
significance in our audit of the annual
accounts of the current year. These
matters were addressed in the context of
our audit of the annual accounts as a
whole, and in forming our opinion thereon,
and we do not provide a separate opinion
on these matters.
VALUATION OF FINANCIAL ASSETS
Reference to the notes to the annual
accounts: C6.4.2, C6.5.1, C6.19
Description of the key audit matter
As of 31 December 2023, the financial
assets held by the company amounted to
1.919.609.130,44 EUR and represented
99,97% of the total balance sheet. This
financial asset consists exclusively of the
stake held in the listed company UCB SA
(ISIN:BE0003739530).
We consider that the audit of financial
assets forms the key audit matter of the
company because of the relative
importance of this position in the total
balance sheet as well as the theoretical
risk involved in the valuation of the
participation interest held.
How the key audit matter was addressed
during the audit
Our audit work mainly consisted of the
following procedures:
- We validated the ownership of the stake
held by the audited company;
- We have checked whether the value
retained for the financial asset does not
show any permanent loss of value
compared with the information available
as to its market value.
Responsibilities of administrative body
for the drafting of the annual accounts
The administrative body is responsible for
the preparation of annual accounts that
give a true and fair view in accordance
with the financial reporting framework
applicable in Belgium, and for such
internal control as the administrative body
determines is necessary to enable the
preparation of annual accounts that are
free from material misstatement, whether
due to fraud or error.
In preparing the annual accounts, the
administrative body is responsible for
assessing the Company’s ability to
continue as a going concern, disclosing, as
applicable, matters related to going
concern and using the going concern basis
of accounting unless the administrative
body either intends to liquidate the
Company or to cease operations, or has no
realistic alternative but to do so.
Statutory auditor’s responsibilities for
the audit of the annual accounts
Our objectives are to obtain reasonable
assurance about whether the annual
accounts as a whole are free from material
misstatement, whether due to fraud or
error, and to issue 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 ISAs
will always detect a material misstatement
when it exists.
Misstatements can arise from fraud or
error and are considered material if,
individually or in the aggregate, they could
reasonably be expected to influence the
economic decisions of users taken on the
basis of these annual accounts.
When executing our audit, we respect the
legal, regulatory and normative framework
48
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
FINANCIERE DE TUBIZE SA :
Statutory auditor’s report to the general meeting of the company on the annual accounts for the year ended 31 December 2023 4.
applicable for the audit of annual accounts
in Belgium. However, a statutory audit
does not guarantee the future viability of
the Company, neither the efficiency and
effectiveness of the management of the
Company by the administrative body. Our
responsibilities with respect to the
administrative body’s use of the going
concern basis of accounting are described
below.
As part of an audit in accordance with
ISAs, we exercise professional judgment
and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material
misstatement of the annual accounts,
whether due to fraud or error, design
and perform audit procedures
responsive to those risks, and obtain
audit evidence that is sufficient and
appropriate to provide a basis for our
opinion. The risk of not detecting a
material misstatement resulting from
fraud is higher than for one resulting
from error, as fraud may involve
collusion, forgery, intentional omissions,
misrepresentations, or the override of
internal control;
• Obtain an understanding of internal
control relevant to the audit in order to
design audit procedures that are
appropriate in the circumstances, but
not for the purpose of expressing an
opinion on the effectiveness of the
Company’s internal control;
• Evaluate the appropriateness of
accounting policies used and the
reasonableness of accounting estimates
and related disclosures made by the
administrative body;
• Conclude on the appropriateness of the
administrative body’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 Company’s
ability to continue as a going concern.
If we conclude that a material
uncertainty exists, we are required to
draw attention in our statutory auditor’s
report to the related disclosures in the
annual accounts or, if such disclosures
are inadequate, to modify our opinion.
Our conclusions are based on the audit
evidence obtained up to the date of our
statutory auditor’s report. However,
future events or conditions may cause
the Company to cease to continue as a
going concern;
• Evaluate the overall presentation,
structure and content of the annual
accounts and whether the annual
accounts represent the underlying
transactions and events in a manner
that achieves fair presentation.
We communicate with the administrative
body regarding, among other matters, the
planned scope and timing of the audit and
significant audit findings, including any
significant deficiencies in internal control
that we identified during our audit.
We also provide the administrative body
with a statement that we have complied
with relevant ethical requirements
regarding independence, and to
communicate with them all relationships
and other matters that may reasonably be
thought to bear on our independence and,
where applicable, related safeguards.
From the matters communicated with the
administrative body, we determine those
matters that were of most significance in
the audit of the consolidated financial
statements of the current year, and are
therefore the key audit matters. We
describe these matters in our statutory
auditor’s report, unless law or regulation
precludes public disclosure about the
matter.
49
AUDITOR’S REPORT ON THEANNUALACCOUNTS
FINANCIERE DE TUBIZE SA :
Statutory auditor’s report to the general meeting of the company on the annual accounts for the year ended 31 December 2023 5.
OTHER LEGAL AND REGULATORY
REQUIREMENTS
Responsibilities of the administrative
body
The administrative body is responsible for
the preparation and the content of the
director’s report as well as for the
compliance with the legal and regulatory
requirements regarding bookkeeping, with
the Code of companies and associations
and with the Company’s by-laws.
Responsibilities of the statutory auditor
In the context of our mission and in
accordance with the Belgian standard
(version revised 2020) which is
complementary to the International
Standards on Auditing (ISAs) as applicable
in Belgium, it is our responsibility to
verify, in all material aspects, the
director’s report and compliance with
certain provisions of the Code of
companies and associations and of the
Company’s by-laws, as well as to report on
these elements.
Aspects related to the director’s report
In our opinion, after having performed
specific procedures in relation to the
director’s report, the director’s report is
consistent with the annual accounts for
the same financial year, and it is prepared
in accordance with articles 3:5 and 3:6 of
the Code of companies and associations.
In the context of our audit of the annual
accounts, we are also responsible for
considering, in particular based on the
knowledge we have obtained during the
audit, whether the director’s report
contains any material misstatement, i.e.
any information which is inadequately
disclosed or otherwise misleading. Based
on the procedures we have performed,
there are no material misstatements we
have to report to you.
Statement related to independence
Our audit firm and our network did not
provide services which are incompatible
with the statutory audit of annual
accounts and our audit firm remained
independent of the Company during the
terms of our mandate.
European Single Electronic Format
(ESEF)
In accordance with the draft standard of
the Institute of Réviseurs d’Entreprises
concerning the standard on auditing the
conformity of financial statements with
the European Single Electronic Format
(hereinafter “ESEF”), we also audited the
conformity of the ESEF format with the
regulatory technical standards established
by Commission Delegated Regulation (EU)
2019/815 of 17 December 2018
(hereinafter: “Delegated Regulation”).
The administrative body is responsible for
preparing, in accordance with ESEF
requirements, the financial statements in
the form of an electronic file in ESEF
format (hereinafter “digital financial
statements”) included in the annual
financial report.
It is our responsibility to obtain sufficient
and appropriate supporting information to
conclude that the format of the digital
financial statements complies in all
material aspects with the ESEF
requirements under the Delegated
Regulation.
Based on our work, we believe that the
format of the digital financial statements
included in the annual financial report of
Financière de Tubize SA as at 31 December
2023 complies in all material aspects with
50
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2023
FINANCIERE DE TUBIZE SA :
Statutory auditor’s report to the general meeting of the company on the annual accounts for the year ended 31 December 2023 6.
the ESEF requirements under the
Delegated Regulation.
Other statements
• Without prejudice to certain formal
aspects of minor importance, the
accounting records are maintained in
accordance with the legal and
regulatory requirements applicable in
Belgium.
• The appropriation of results proposed to
the general meeting complies with the
legal provisions and the Company’s by-
laws.
• We do not have to report to you any
transactions undertaken or decisions
taken in breach of the by-laws or the
Code of companies and associations.
• This report is in compliance with the
contents of our additional report to the
Audit Committee as referred to in
article 11 of regulation (EU) No
537/2014.
Brussels, 15 March 2024
BDO Réviseurs d’Entreprises SRL
Statutory auditor
Represented by Sébastien JASPAR
*
Auditor
*Acting for a company
51
SHAREHOLDER’S CALENDAR
Shareholder’s calendar
26/04/2024 Shareholder’s meeting
3/05/2024 Dividend payment
25/07/2024 Publication of half-year results
In accordance with the European directive (2004/109/EC) requiring a European single electronic format (ESEF),
the official version of this annual financial report is the XHTML version, available on our website (www.financiere-tubize.be).
Financière de Tubize SA
Allée de la Recherche 60, 1070 Brussels (Belgium)
Business number: BE 0403 216 429
www.financiere-tubize.be
Contact: investorrelations@financiere-tubize.be