2023 has been an active year for Luxempart: high levels

of new investments and key divestments in a geopoli-

tical environment that remained fragile and European

economies slowing down as a result of high interest

rates. Our offices in Luxembourg were completely rede-

signed to adapt to our growing teams and new ways of

working. We opened two advisory offices in Paris and

Munich to help with deal sourcing in our core Direct

Investments markets and the complete remake of our

website was well received. In April, our new chairman

François Gillet took office and we achieved together

with our colleagues of the Group Executive Committee

(GEC) a smooth transition from the leadership of Fran-

çois Tesch, co-founder of Luxempart and our Honorary

Chairman, who has successfully shaped our organisation

over the last thirty years. In October, Olaf Kordes, our

co-managing director, left the Group after four intense

years of transformation and implementation of our new

strategy. We thank him for his contribution to the pro-

fessionalisation of our organisation and for his success-

ful business development efforts in France.

The past year has to be put into the broader context of

our transformation journey that started at the end of

2019. In early 2020, the world was hit by the Covid-

19 pandemic which was going to be followed by years

of difficulties: lockdowns, bubble in growth stocks,

supply-chains issues, explosion of energy prices as a

result of the war in Ukraine, high inflation rates and

the return of higher interest rates

ending a 10+ years

run of "cheap" money.

TWO CORE PILLARS

Looking back on the last four years, we can affirm with

some pride that our organisation and teams have achie-

ved a lot. Our strategy focusing on two core pillars,

Direct Investments and Investment Funds, with dedi-

cated investment teams, is in full swing and is already

showing results.

Our Direct Investments (DI) portfolio has been

streamlined significantly, down from 43 lines 4 years

ago to 28, including 14 new investments (11 in private

equity, 3 in listed companies) which represented EUR

710m of capital deployed. Most of our current lines are

"Our strategy is in full

swing and is already

showing results."

JOHN PENNING

MANAGING DIRECTOR

consistent with our current strategy, which puts empha-

sis on active minority or co-control situations alongside

entrepreneurs and/or like-minded investors. Our listed

activity, which is made of four core positions (Atenor,

Nexus, Technotrans and Tonies), is now fully integrated

within our DI activity and team. The average NAV by line

for the top 10 DI lines has increased from EUR 40m to

EUR 78m in 4 years. Our business in France has been

rebuilt and has today an equal weight in our NAV than

the German one and we have established as a co-inves-

tor a fairly large exposure in Northern Italy.

Our Investment Funds (IF) portfolio has grown signifi-

cantly over the last 4 years, reaching an NAV of EUR

509m or 22% of total NAV as at 31 December 2023.

More importantly, total exposure (NAV plus outstanding

commitments) of our IF activity amounted to EUR 753m

at the end of 2023. Since 1 January 2021 we have taken

commitments for about EUR 330m, of which 51% in US

and some global funds. In Europe, a large part of our new

commitments still went into our historic and well per-

forming relationships, Bravo Capital, Armira, and Ekkio.

LUXEMPART ANNUAL REPORT 2023

MESSAGE TO OUR SHAREHOLDERS

Our portfolio has shown to be resilient over the last

years, and this also thanks to our important sharehol-

ding in the Foyer Group, which has generated 2/3 of our

dividend revenues. Foyer is a 100 year-old independent

and leading financial group in Luxembourg, with insu-

rance at its core, and growingly beyond our national

borders. Foyer has also developed its activities outside

of its traditional local insurance business, in particular

solutions in wealth management (Wealins and Capital

at Work) and in international health insurance (Foyer

Global Health). Luxempart owns 32% of Foyer and is an

active minority shareholder alongside Foyer Finance,

composed of the founding families of Foyer.

GOOD PERFORMANCE

Over the last 4 years, Luxempart generated a perfor-

mance (based on NAV increase including paid-out divi-

dends) of 12.2% which is roughly in line with our 10

years (13%) and 20 years returns (12.6%). It is worth

taking a closer look at this 4 year period. Direct Invest-

ments have returned 14.2% while Investment Funds

generated strong returns of 23.8%, which can be best

explained by the high concentration of our IF portfolio

on the former specialised teams (Indufin, Bravo, Ekkio.

and Armira) which have realised an outstanding per-

formance.

Our performance over 4 years compares favourably

with our benchmark, the MSCI Europe Mid-Cap which

generated an average return of 4.0% over the same

period.

We would like to note that during those uncertain times

and transformation years, Luxempart was able to pay

EUR 138m of gross dividends to its shareholders while

maintaining a very solid balance sheet (no debt, high

cash and financial liquidity position).

In 2023, our NAV increased by 6.4% to EUR 2.3bn and

we achieved a performance of 8.3% including the divi-

dend paid last May. Considering our high financial liqui-

dity position at the beginning of the year (EUR 451m

or 21% of the NAV) and the challenging economic envi-

ronment in our core markets, we are rather satisfied

with this result.

As already indicated in our half-year report, 2023 was

a very active year in terms of investments: in Direct

"Despite a high cash position,

Luxempart generated a NAV

performance of 8.3% in 2023."

FRANCOIS GILLET

CHAIRMAN

+6.4%

NAV INCREASE IN 2023

Most of our current IF portfolio NAV (24 General Partners

spread over 48 active funds) is invested in buyout funds

(73%), venture capital & growth funds making up 18%

while secondaries funds about 9%. European funds still

make up 72% of our NAV, the remaining being mostly

in the US. Based on our commitments, the NAV expo-

sure to US funds will increase over the coming years.

Our journey in the fields of sustainability and ESG that

started in 2021 is progressing well and will continue

to intensify in the coming years. Our teams are closely

associated in the implementation of our ESG guidelines

that are integrated in our investment principles.

LUXEMPART ANNUAL REPORT 2023

Investments we entered in three new lines, Kestrel

Vision and Coutot-Roehrig in France, and Alphacaps in

Germany, and continued to strengthen our positions in

Atenor, MTWH, Evariste, Nexus, and Tonies for a total

of EUR 71m. In Investment Funds, our objective is to

take new commitments close to EUR 100m per year.

Last year, we made new commitments for EUR 107m,

of which 42% in US and 58% in Europe, including a

slightly above average allocation to Armira's third fund,

where we keep our status as cornerstone investor. The

latter allows us to benefit from a qualitative deal flow

of co-investment opportunities in Germany. The DACH

market is large and decentralised and the longstanding

and successful collaboration with Armira enables us to

complement our own deal flow which has built up nicely

over the last 18 months.

On the divestment front, all listed "run-off" lines (Ascom,

Süss Microtec, and TCM) were sold last year, and we fully

exited SNP, in which we held a significant stake of 10%

and a board representation, in the context of the take-

over by Octapharma. Although we actively contributed

to the reshaping of SNP's repositioning and manage-

ment renewal following the founder's sudden death in

October 2020, and continued to believe in its develop-

ment potential, we did not understand and support the

strategic rational of the takeover and the new gover-

nance of the company.

As announced in December 2023, the sale of our portfo-

lio company ESG Elektroniksystem– und Logistik GmbH

to Hensholdt was signed and the transaction is foreseen

to be closed in the second quarter of 2024. In 2015,

we invested 27.6% into ESG, which is held by a vehicle

managed by our German partner Armira. It has been a

very successful investment as we will generate a total

return of more than 7x MoM. We expect proceeds above

EUR 135m, which will significantly increase our financial

liquidities (EUR 173m as at 31 December 2023). This

comfortable cash position, complemented by secured

and undrawn credit lines of EUR 100m, will allow us to

honour our commitments under our ambitious Invest-

ment Funds program and to seize attractive Direct

Investments opportunities.

We remain cautiously optimistic for the future. Our port-

folio is composed of solid companies and funds, is well

diversified and mostly exposed to sectors with good

growth prospects. More importantly, we believe that

our greatest strengths are our entrepreneurial spirit and

family backed capital, which allow us to face challenges

with confidence and focus on creating value in a sustai-

nable manner in an ever-changing world.

A DIVIDEND IN PROGRESSION

We are also pleased to announce that our Board of

Directors is proposing a dividend of EUR 2.17 per share,

in progression of 9.6% and representing a dividend yield

of 3.3% based on year-end share price.

Our share price closed 2023 at EUR 66 per share,

decreasing by 11.4% over the course of the year, and

sits at a discount of 42.8% to our Net Asset Value. This

discount is disappointing, but it is in line with compa-

rable listed holding companies with significant exposure

to private equity. Markets remain prudent vis-à-vis such

asset class, waiting to see the impact of the increase of

interest rates on underlying portfolio companies.

The buzz word we heard a lot in 2023 is «Artificial Intel-

ligence», being the next game changer. The concept is

all but new. But we probably all agree that this time,

the speed of transformation and the related impacts are

difficult to grasp. Of course, there are uncertainties and

challenges attached to such transformational technolo-

gies, but there will also be immense opportunities, that

we don't want to miss. To address this fast moving sub-

ject, we have created an internal task force which will

take the lead in all matters around AI and will involve

in the process every Luxempart employee.

Last but not least, we would like to thank all the members

of our Board of Directors for their valuable support and

input as well as our amazing team for their commitment

and good team spirit. We also thank you for your conti-

nuing support and loyalty.

François Gillet and John Penning

LUXEMPART ANNUAL REPORT 2023

Our business model

STRATEGY

Listed investment

company with strong

family roots

VALUES AND MISSION

With a family and entrepreneurial history dating back

more than 30 years, Luxempart has strongly anchored

in its genes the values of value creation through long-

term partnerships.

Luxempart ambitions to embark, next to passionate

entrepreneurs and like-minded investors, into enthu-

siastic growth journeys, bringing great companies to the

next level of their development. We are proud when we

can contribute to the creation of strong leaders in our

home markets (Belux, France, Germany, Norther Italy),

concentrating skills, deep know-how, and job creations

into those countries.

We have learnt over the years, that such successful

paths are only possible with a specific set of values:

- Positive alignment with our partners

- Resilience, even in difficult times

- Honesty and respect for people

- Passion for the business

- Solution-oriented thinking

- Rigor, hard work, and no complacency.

Those values were the key of our past successes, lea-

ding to an annual performance of Luxempart of around

15% IRR over the last 30 years, and we believe that

they will remain fundamental to pursue our ambitions

in the future.

This mission accompanies us in our investment deci-

sions and day-to-day work and makes that we enjoy

every new day!

GROUP'S STRATEGY

Luxempart invests in companies with proven business

models, positive cash flows and resilient sectors.

Our main strategic pillar is the Direct Investments acti-

vity, where we seek investments and manage a diversi-

fied portfolio of private or public companies, in markets

that are close to us, we know well and where we have

our networks: Luxembourg, Belgium, France, Germany,

and Northern Italy. We aim to be a long-term and trus-

ted partner to successful entrepreneurs and families.

Our situation in Luxembourg, at the crossroads of the

French and German cultures, provides us a privileged

access to those two key European markets and consti-

tute a clear differentiation factor for Luxempart.

We complement this Direct Investments pillar with a

growing Investment Funds activity, in other geogra-

phies, with an important focus on the US. Our dedicated

teams select best-in-class third-party managed funds to

partner with on the long term. This activity allows to get

exposure to other important markets, offering a sound

diversification to our investors. It also allows to bench-

mark constantly and positively our Direct Investments

activity, challenging its performance with world-class

private equity asset managers.

Our growing team of close to 30 investment profes-

sionals and corporate services employees is based in

Luxembourg and actively covers those two pillars, buil-

ding up extensive expertise in their respective fields,

while enriching each other's with market information

and best practices. We foster an ambitious team spirit,

including young and talented team members, that are

close to our strategic markets, and that are empowe-

red early on.

€2.3bn

NAV 31/12/2023

Steadily increasing

dividend

INVESTMENT PROFESSIONALS

AND SUPPORT STAFF

LUXEMPART ANNUAL REPORT 2023

A CLEAR VALUE PROPOSITION

To our shareholders:

- A resilient and diversified portfolio of growing Euro-

pean companies

- A direct access to private equity investments managed

by a seasoned team

- An access to top-class private equity funds operating

in their home markets

- A steadily increasing dividend

- The first-class governance of a listed company

To our business partners:

- Tailor-made solutions for founders, family businesses

and managers

- An entrepreneurial and industrial mindset

- An active support on all major strategic decisions and

available capital to foster growth initiatives or to resist

hard times

- No exit pressure with investment horizons beyond

traditional private equity funds

- The ability to help national champions to become truly

European and develop worldwide

"We are proud when we can

contribute to the creation of

strong leading companies

in our home markets,

concentrating skills, deep

know-how, and job creations

into those countries."

LIONEL DE HEMPTINNE

€1.6bn

DIRECT INVESTMENTS:

FRANCE, DACH, BELUX, ITALY

€0.5bn

INVESTMENT FUNDS:

FOCUS MAINLY ON EUROPE AND USA

LUXEMPART ANNUAL REPORT 2023

Direct Investment

strategy

STRATEGY

Direct Investments: Invest EUR 25 to 100m

in European small- to mid-sized champions

OVERVIEW

Core strategy of

Luxempart

Direct Investments constitutes the main investment strategy of Luxempart, today representing

about 75% of our total NAV.

Diversified

portfolio in our

core markets

We manage a portfolio of investments in leading small- to mid-sized European companies with

a geographic diversification across our core markets France, DACH, Belux, and Northern Italy,

and a sector diversification across multiple attractive growth sectors.

Foyer group

Our shareholding in Foyer stands out as an exception in this respect in terms of relative

weight, but the strong resilience of this business, its leading positioning on the market and our

very close links to this company give us the adequate level of comfort regarding this higher

concentration.

Moving towards a

more concentrated

portfolio of bigger

lines

We have been streamlining our portfolio during the last years, selling smaller or less strategic

lines, with a view to evolve towards a more concentrated portfolio, of around 20 bigger lines.

This, to be more relevant in terms of impact on our NAV, and to better allocate our internal

resources.

Strong local

presence

We manage our portfolio from Luxembourg, where most of our teams, including decision

makers, are located. Nevertheless, conscious of the need to be close to our core markets, we

have opened advisory offices in Paris and Munich, that help us tap into local networks and

source new opportunities.

Portfolio rotation

While we are happy to support entrepreneurs on the long term, as long as we see additional

potential for growth, we also keep special attention to our portfolio rotation, as this is key to

generate liquidity and maintain a dynamic pipeline.

"We like to actively engage

and drive value in areas

such as solving successions,

driving digitisation of

business models or growing

through M&A."

RUDOLF OHNESORGE

LUXEMPART ANNUAL REPORT 2023

TYPICAL DEAL TYPE

Late growth /

Buyout

We seek to invest in growing companies with a proven business model, positive cash flow

generation and a strong position in their core markets. We are not a turnaround investor.

Lower mid-market

Our sweet spot is the lower mid-market, i.e. companies with an EBITDA of EUR 10 – 50m.

EUR 25 – 100m

equity tickets

Those can be complemented over time with add-on financings.

Sector focus

We are a generalist investor with a focus on B2B businesses in sectors where we have

particular interest and know-how: Industrials & Technology, Healthcare, Financial Services as

well as Software & Business Services. Tech-enabled companies will receive all our attention.

Focus on France,

DACH, Belux, Italy

We focus on geographies that are close to us, we know well, and where we have established

networks.

Partnership

situations

We like to partner with families and entrepreneurs with whom we can create a common vision

for an ambitious entrepreneurial journey and achieve a strong alignment of interest.

Majority or

minority

shareholder with

strong governance

We are flexible in terms of transaction structure and adapt to the specific transaction situation.

As such, we feel at ease as a majority or a minority shareholder in private companies and can

also take anchor shareholdings in listed companies.

Longer-term

investment

horizon

Our permanent capital holding structure allows us to be flexible in terms of holding periods,

leading to clearly above average investment horizons. This differentiates us from classic

private equity funds and is highly appreciated by family businesses and entrepreneurs.

Luxempart added

value

Our supportive, long-term approach, and our good understanding of family dynamics, are very

appreciated by the entrepreneurs we partner with.

Our deep understanding and local presence in several key European markets, and our

expertise as a financial investor, are of great help in the external growth journeys of our

invested companies.

LUXEMPART ANNUAL REPORT 2023

STRATEGY

Investments Funds: taking commitments in US and

European top performing buyout and growth funds

and building long-term relationships with selected

managers

OVERVIEW

2^ndstrategic pillar

of Luxempart

Taking commitments in investment funds and building over time long-term relationships with

a selected number of these fund managers such as to assemble a performing and diversified

fund portfolio. We expect our Investment Funds strategy to generate above median returns

Geographies

An important goal of the investment fund strategy is to diversify and enlarge our private

equity access next to our Direct Investment activity. We therefore strive to take a large part

of our new commitments outside Europe, mainly in the USA - which is by far the largest

private equity market in the world. Over time, our commitments in Europe and the US should

be balanced.

Vintage

deployment

Our objective is to detect the best teams and to spot the right market opportunities, while

keeping a permanent focus on creating, over the long term, a well-balanced and sufficiently

diversified portfolio and vintage deployment and not to be exposed to a single point of the

economic cycle

Annual

deployment

Total new commitments per year to reach c. EUR 100m in 8 to 10 funds.

Complementarity

with DI strategy

Both investment strategies are complementary as they consist in investing in similar sectors

with similar value creation approaches. Luxempart's Direct Investment effort is however

concentrated on a few home markets (France, Germany, Belux, and Italy), while commitments

in funds are US and European wide. Both activities have some synergies, like adopting best

practices, detecting new trends in our investment sectors, generating co-investments and club

deals with our Direct Investment team and exploring new markets with selected partnerships.

Investment Funds

strategy

LUXEMPART ANNUAL REPORT 2023

APPROACH AND ACTION PLAN

Dedicated

approach

The dedicated approach and action plan over the next 3 years consists in:

- selecting top performing managers with a proven value creation roadmap;

- focusing investment strategies on lower middle market buyout and resilient growth managers;

- preferring smaller sized funds;

- building on sector expertise in selected sectors like healthcare, software and technology,

industrials, and B to B services; and

- concentrating on selected geographies, mainly the US and Europe.

Focus on small

to lower middle

market funds

In the US, we transition out of large brand names and multiply our privileged relationships

with smaller funds in the lower middle market segment with resilient value creation methods

and specific sector knowledge. Our latest commitments all fit into this category and our

pipeline of new relationships over the next 2 to 3 years is promising.

Market mapping

Our Investment Funds team deploys systematic market mappings, exchanges with relevant

fund managers and like-minded investors and engages a continuous dialogue with selected

managers, often ahead of fund-raising periods. We aim at developing a privileged position

with oversubscribed funds and where the quality of the relationship is important.

Reaching above

median returns

We are patient in engaging personal relationships with the best performing funds and get

commitment allocations in a competitive environment. Our permanent and entrepreneurial

capital base with numerous long-term relationships combined with a professional in-house

team capable to handle regular contacts contribute to this objective.

Equity tickets of

EUR 10 – 25m

We can commit significant amounts of EUR 10-25m per fund and offer flexible co-investment

capabilities.

Detect emerging

teams

Our ability to detect emerging first-class teams helps to work with future winning teams. Such

ability has been generated through our sponsor investments in several emerging teams such

as Armira, Bravo, and Ekkio.

Due diligence

We evaluate the quality of the teams according to various criteria among which: track records,

repeatability of value creation, team composition and stability,team evolution, incentivisation

and performance sharing, partners' alignment with the investors, fund terms and adherence

to our ESG values and principles. All those elements, together with informal contacts with our

partners and cross references, allow us to build a strong judgement on the teams we decide to

partner with. Our manager allocations are spread over different vintages and are reviewed on

a regular basis.

Close relationships

in Europe

The current fund portfolio builds up on a successful group of three close relationships in

Europe: Armira in Germany, Bravo in Italy, and Ekkio in France. It is still overweighted on

those managers, but we target it to be shaped according to our diversification goals by the

end of 2025. We seek to establish a few new relationships in Europe to explore new markets

such as the Nordics and endeavour to complete with co-investments and club deals with our

Direct Investment team.

Track record

We build on a track record in fund investments of over more than 20 years and have

sponsored teams in several European markets. Our program has been completed with

co-investments based on our investing experience over many cycles.

LUXEMPART ANNUAL REPORT 2023

MANAGEMENT REPORT

Our team

At Luxempart, we understand that the success of our

business relies as much on our investors and portfo-

lio companies as on our people. Across various fields

such as investments, legal, finance and management, our

team members have diverse backgrounds and expertise.

Our culture is deeply influenced by our core values:

Team work

We collaborate closely, sharing our knowledge and

experiences to support each other and drive the com-

pany's success.

Entrepreneurship

We expect from all to challenge the status quo, pro-

pose new and more efficient ways of doing things,

think about automation and take initiatives.

Long-term vision

We value integrity, professionalism, and a strong

work ethic, ensuring that all team members uphold

the highest standards of ethical conduct and profes-

sionalism. This is a pre-requisite to long-lasting rela-

tionships and healthy investments.

"It's gratifying to be part of a

company that not only grows

but also adeptly navigates new

challenges, thanks to its team and

family spirit."

LAETICIA HENNEQUIN-LANGER

"I thoroughly enjoy being part

of an organisation where long-

termism is not just a marketing

slogan but impacts everything

we do, from investment decision

making to how we manage our

portfolio companies."

PHILIPPE THEISEN

"Over the last 5 years, I have

seen Luxempart evolving from its

minority investor status to a much

more active role while keeping its

family and entrepreneurial roots

owing to investment teams that

have been strongly reinforced."

JEAN-PHILIPPE KAMM

LUXEMPART ANNUAL REPORT 2023

Building a team for a sustainable future

This year, our focus continued to be on strengthening the team to deliver on our ambitions through recruitment, career

development and team building activities.

In 2023, we welcomed on board 3 new joiners:

FELIX BAUMANN

Felix joined our DI team as an

Investment Manager, focusing

on DACH market. Felix brings to

Luxempart a combined German

market experience in corporate

finance and private equity.

SEBASTIAN STEIN

Sebastian joined our DI team

as an Associate, reinforcing the

DACH specialists team. After

starting his career as investment

banking analyst, Sebastian joined

Luxempart to focus mainly on its

listed activity.

IGOR DIDELOT

Igor joined us as a Legal

Counsel to complete our Legal &

compliance team.

LAETICIA

HENNEQUIN-LANGER

ESG Manager

Laeticia joined Luxempart

in June 2013 as Business

Controller. Over the years, she

helped Luxempart to structure

its processes and

contributed

to build a risk-management

approach. In the past years, she

gradually shifted towards ESG,

accompanying Luxempart in its

growth journey.

10 years

PHILIPPE THEISEN

Principal

Philippe joined Luxempart in

September 2018 as Investment

Manager to focus on the DACH

region portfolio.

JEAN-PHILIPPE KAMM

Principal

Jean-Philippe joined Luxempart

in September 2018 as Senior

Investment Manager and

was promoted this year to

Principal level. He focuses on

French market and helped over

his career at Luxempart to

strengthen the French portfolio

and team.

5 years

We strongly believe in professional development and are committed to support our talents in their careers. In line

with our core values, and in particular long-term vision, in 2023, we have proudly celebrated work anniversaries of:

We thank them for their contribution in the past years and are looking forward to continuing the journey with them.

LUXEMPART ANNUAL REPORT 2023

TEAM BUILDING

ING Marathon

Six employees participated in the ING marathon

in May. They trained for months leading up to the

event, supporting each other through the ups and

downs of their training journey. On race day, all

six employees crossed the finish line, achieving

their personal goals and feeling a great sense of

accomplishment.

Organ Donor Day

Three employees, along with Foyer, participated

in a cycling event indoors to raise awareness and

support for Organ Donor Day. The event aimed to

highlight the importance of organ donation and

encourage more individuals to become donors.

Team building in Alsace

The entire team spent two days in Alsace region of

France last October. This provided a nice change of

scenery but also offered an opportunity for team

members to bond with each other outside of the

usual work environment. Additionally, it was the

occasion to celebrate the achievements of the team

and provided a well-deserved reward for their

hard work and dedication.

Staying close to our

investments

Luxempart success relies on the ability of our people

to build relationships within the respective markets we

are present into: Luxembourg, Belgium, France, Germany

and Italy.

Hence, we attach great attention to work with people

that are native from those countries or that master their

home languages. In the same perspective, we have ope-

ned ideally-situated advisory offices in Paris and Munich

to enable closer collaboration between our employees

and actors of those geographies.

This, while keeping our main investment and decisioning

hub in Luxembourg, with all of our teams either being

fully located there, or spending several days a week

in our offices. With the goal to keep strengthening our

"One Team" approach, and to favor a good communica-

tion across our various markets.

In this respect, in 2023, after three months of intense

work, our premises have been completely reshaped to

optimize the space and encourage communication and

proximity between team members. Emphasis has been

put on creating a lot of meeting spaces, whether formal

(meeting rooms) or informal (cafeteria), in a nice wor-

king environment.

MANAGEMENT REPORT

LUXEMPART ANNUAL REPORT 2023

Activity & performance

2023

MANAGEMENT REPORT

Global context

The year 2023 will overall be remembered as a posi-

tive year on the financial markets. As a matter of fact,

the markets recovered this year from the 2022 crash,

and were given an extra booster thanks to the "Magni-

ficent 7" artificial intelligence trend. This led to a strong

performance of stock markets in general, including our

benchmark index, the MSCI Europe Mid Cap Net return

index, that increased by +14.2%, compared to a -19.3%

fall in 2022.

The reality was unfortunately less bright. Yes, the

announced economical crisis didn't occur as heavily as

sometimes predicted, and the ongoing regional conflicts

(Russia-Ukraine, Israel-Palestinia) didn't spread out to

broadly, but the overall economical and geopolitical

situation nevertheless remained fragile. Interest rates

remained high and consumers' purchasing power was

degraded as a result of high inflation levels.

The economical situation in our main markets resulted in

a soft landing, with GDP growth numbers being close to

zero in 2023: France +0.9%, Germany -0.3%, Italy +0.7%.

The USA experienced stronger growth, at +2.5%, which

benefited our Investment Funds activity.

Luxempart performance

Our portfolio fared globally well in this context, showing

again the strong value of our diversification.

Our overall NAV grew to EUR 2,324m, up 6.4% com-

pared to EUR 2,183m at 31 December 2022. Adjusted

for the 2023 dividend, the overall Group's performance

was of 8.3% in 2023.

While below the stock market progression of 2023, this

performance still compares extremely positively to our

benchmark index, the MSCI Europe Mid Cap Net Return

index, when measured on a longer 4-year period in

order to flatten market volatilities. Luxempart indeed

generated an IRR of ca. 12.2% over this reference period,

largely outperforming the ca. 4.0% IRR realised by the

index over the same period.

2023 was marked by a strong investment activity, in

both our Direct Investments and Investment Funds pil-

lars. We invested in total EUR 370m during the year,

while cashing in EUR 150m from fund proceeds and

portfolio companies (including dividends).

Our Group's financial liquidity hence decreased to EUR

173m, or 7.4% of our total NAV, more in line with our

long-term objectives, compared to EUR 451m as at 31

December 2022.

We complemented this financial liquidity with two new

committed credit facilities of EUR 50m each, of mini-

mum 3 year tenors, signed with historical banks of

Luxempart. Those credit facilities were totally undrawn

at 31 December 2023.

8.3%

SHAREHOLDER'S PERFORMANCE 2023

12.2%

ANNUALISED PERFORMANCE 2020-2023

4.0%

MSCI EUROPE MID CAP 2020-2023

ANNUALISED PERFORMANCE

+10%

DIVIDEND INCREASE IN 2023

LUXEMPART ANNUAL REPORT 2023

MAIN FINANCIAL INDICATORS (IFRS)

The financial statements of Luxempart have been pre-

pared in compliance with the International Financial

Reporting Standards for the year ending 31 December

2023.

Main KPI (in EUR m)

2023

2022 Variation

Equity (group share)

2,324

2,183

6.4%

Net result

184

295%

Equity per share (EUR)

115.43

108.28

6.6%

The Group equity of Luxempart increased to EUR 2,324m

at 31 December 2023, as a result mainly of the good

performance of our portfolio (EUR +202,6m), our opera-

tional expenses and taxes of the year (EUR -21,6m), and

the dividend paid out to our shareholders (EUR -40m).

In the statutory accounts of Luxempart (established

under Lux GAAP) the equity decreased from EUR

1,234m as at 31 December 2022 to EUR 1,230m as at

31 December 2023 and the net result increased over

the same period from EUR 12m to EUR 38m. For more

details, the statutory accounts are available on the web-

site of Luxempart.

DIVIDEND

The Annual General Meeting of the shareholders held on

24 April 2023 approved the payment of a gross divi-

dend of EUR 1.98 per share. This dividend represented a

total amount of EUR 40m for Luxempart in 2023, which

was paid out on 15 May 2023. Based on a Luxempart

stock price of EUR 74.50 per share at the date of 31

December 2022, this represented a gross dividend yield

of 2.7% for our shareholders.

The Board of Directors will propose to the Annual Gene-

ral Meeting on 29 April 2024 to approve the payment

of a gross dividend of EUR 2.17 per share. This increase

of dividends of 9.6% is globally in line with the divi-

dend policy applied since 1993. Assuming the approval

of this proposal, the dividend will be payable as from

15 May 2024.

OWN SHARES

As at 31 December 2023, Luxempart holds a total of

570,682 own shares which corresponds to 2.8% of the

issued share capital for a book value of EUR 22m. During

the year, Luxempart sold 87.364 own shares for EUR

5m, mainly in the context of stock options exercised.

These shares represent 0.4% of the share capital. The

Annual General Meeting of the shareholders held on

24 April 2023 has authorised to buy back up to 30% of

own shares for a price up to EUR 150 per share. This

authorisation expires at the Annual General Meeting of

29 April 2024 where it will be proposed for renewal.

Net Asset Value (in EUR m)

2022

2023

2500

2000

1500

1000

500

CASH & OTHERS

INVESTMENT FUNDS

DIRECT INVESTMENTS

LUXEMPART ANNUAL REPORT 2023

STOCK PERFORMANCE

Luxempart's shares are traded on the Luxembourg Stock

Exchange. In order to improve liquidity, KBC intervenes

as liquidity provider on an independent but remune-

rated basis. It buys and sells on the market in line with

the market movements. Our stock price ended the year

2023 at EUR 66, decreasing by 11.4% compared to 31

December 2022.

RECENT POST CLOSING EVENTS

On 14 March 2024, Luxempart announced having

reached a 10% ownership in Nexus AG, our German port-

folio company, listed on the Frankfurt Stock Exchange,

and active in the development of hospital software solu-

tions. This confirms our strong confidence in Nexus'

business model and management team, that steadily

delivers on its budgets..

OUTLOOK

We are cautiously optimistic for the year ahead, in a

context of general uncertainty. The feared economic cri-

sis did not occur in 2023, and indicators are stable or

slightly more positive for 2024.

On the negative side, a slight recovery in inflation in

the USA could slow down rate cuts anticipated later this

year, negatively affecting the recovery in the construc-

tion sector, and companies related to it.

On the positive notes, Foyer remains well oriented. Its

operational and financial outlook is favorable, due to

its good positioning and the extension of the maturity

of its bond portfolios.

We are confident in the prospects of our Direct Invest-

ments portfolio as well. Despite the shocks, our com-

panies are solid, active in good sectors and have reaso-

nable debt levels in general. We see much more upside

potential in their valuations than downside risks.

Finally, on the fund side, some good assets should leave

the portfolios of our mature funds (Ekkio and Armira) in

2024, with a priori positive effects on their fair value.

Activity and

performance of the

Direct Investments

The overall performance of our Direct Investment port-

folio has been strong in 2023, at +8.9%. This is explained

by various effects.

Foyer delivered strong results in 2023. Operationally,

the group performed well in its main markets. Finan-

cially, the higher interest rates, that hurt its bond port-

folios in 2022, now offer higher yields translating into

positive financial results. Foyer group's equity hence

increased significantly in 2023, despite the payment of

a EUR 91m dividend. The group enjoys extremely strong

financial ratios for the sector, with solvency ratios over

of circa 300%.

The sale of ESG Elektronigsystem- und Logistik, that will

be closed in April 2024, was signed at a significantly

higher price than expressed in our last NAV, contribu-

ting also positively to our performance. This shows a

regained interest for European defence and security

companies, in the current context of ongoing geopoli-

tical tensions.

The remainder of our portfolio behaved in various direc-

tions in 2023, with some companies, especially in the

industrials sectors, as Kestrel Vision, Crealis, MTWH or

Salice, experiencing headwinds due to the economic

slowdown or from high inventory levels at their clients.

While other companies, notably in the consumer goods,

healthcare and services sectors, kept faring well, as was

the case for Evariste, Coutot-Roehrig, Nexus, Tonies,

Mirato or FX Solutions for example. This high volati-

lity in the activity levels of some of our portfolio com-

panies was especially visible as from the second half

of the year, with sometimes strong reductions in their

order books.

Average valuation multiples remained quite stable, at

9.2x EBITDA.¹

The performance of our listed portfolio was impacted

by the difficulties of Atenor, but this has been compen-

sated by capital gains realised on some exits detailed

hereafter.

MANAGEMENT REPORT

1) Average EV/EBITDA multiple of the Direct Investments in private equity valued internally by Luxempart (excl. Foyer)

LUXEMPART ANNUAL REPORT 2023

In absolute terms, the NAV of our Direct Investments

increased strongly by 22.0% to EUR 1,622m, combi-

nation of the positive performance of the year and of

a strong investment activity. We indeed invested EUR

274m in total in 2023, while receiving proceeds from

divestments and dividends for EUR 123m.

As of 31 December 2023, we had 28 companies in

our Direct Investments portfolio, including the three

new investments, compared to 29 by end of 2022. In

terms of portfolio construction, we exited from smaller,

non-strategic participations (EUR 20m size on average)

and invested in bigger positions (EUR 67m size on ave-

rage) where we can play an active role. This allows us

to gradually move towards a more concentrated port-

folio, our top 10 lines (excluding Foyer) now weighing

an average EUR 78m per line.

We will continue this effort in the coming years, with

a target to build up over time, a portfolio of around 20

investments of circa EUR 75m size on average.

We also pay special attention to maintain a healthy

balance within our portfolio in terms of exposure to

industrial sectors and geographies (France, DACH, Nor-

thern Italy, and Belux).

INVESTMENT ACTIVITY

We had quite a busy year in terms of deployments in

2023, with EUR 274m having been invested in our

Direct Investment activity, across 3 new investments

and 5 add-on investments.

In March 2023, we invested EUR 112m for a 26% stake

in Kestrel Vision, a global leading player in the deve-

lopment of machine vision based quality control and

inspection solutions for the rigid packaging industry,

mainly for the food & beverage, pharmaceutical and

cosmetic sectors. This transaction was the largest done

by Luxempart over the last years.

In June 2023, Luxempart replaced Capza as a mino-

rity shareholder of Coutot-Roehrig, the European leader

in estate genealogy services with a direct presence in

France, Italy, Spain, Belgium, Luxembourg, Switzerland,

Monaco and the USA. Coutot-Roehrig, majority-owned

and led by Mr. Guillaume Roehrig, helps legal officers

(mainly notaries) in identifying and locating heirs in case

of inheritances without heirs. In addition to its network

of subsidiaries, it has world-wide capabilities thanks to

its wide network of correspondents and its state-of-the-

art and proprietary databases.

In September 2023, Luxempart participated for EUR

16m, in the financing of the acquisition by MTWH (pre-

viously Metalworks) of one of its major competitors in

Italy, Metalstudio. Both companies are located near to

Milan, in Italy, and supply metal & plastic accessories

to the luxury market, and as such, represent a highly

synergetic combination. This transaction, which doubles

the size of MTWH, represents a major development for

our participation.

In October 2023, Luxempart announced the acquisition

of a substantial minority stake in Alphacaps, a leading

German full-service contract developer and manufac-

turer of nutritional supplements. The company offers

its customers a wide range of formulations and formats

based on deep know-how, state-of-the-art machinery

and all the required certifications for the production of

food supplements. Luxempart invested together with

its long-lasting partner Armira, alongside the founder of

Alphacaps, who kept a significant minority stake as well.

As mentioned in our half year report 2023, Atenor, a

real estate promotion company, is suffering from the

current crisis that shakes the real estate sector, and nee-

ded to strengthen its balance sheet structure and finan-

cing capacity. Atenor carried out a capital increase in

November 2023, for a successful amount of EUR 181m,

to which Luxempart, as an anchor shareholder of the

company, subscribed for an amount of EUR 30m. After

the capital increase our stake in Atenor went from 11%

to 15.6%.

Finally, we also reinforced our existing positions in listed

companies Nexus (EUR 8m) and Tonies (EUR 5m) over

the year 2023. Those two companies deliver steadily on

their budgets, while this not being fully translated into

their stock prices yet. This confirms our strong convic-

tion in those two companies' business plans and exe-

cution.

All these investments fit our investment strategy as

described before. They were made with a view to com-

mit to the long term, in sectors that show interesting

growth perspectives.

LUXEMPART ANNUAL REPORT 2023

MANAGEMENT REPORT

NEW INVESTMENTS REALISED IN 2023

Amount invested: EUR 112m

Luxempart stake: 27.9 %

KESTREL VISION IN A NUTSHELL

Kestrel Vision is a leader in designing inspection systems

controlling rigid containers' production and filling (using

machine vision), while providing complementary services

to support clients (spare parts, upgrades/ refurbishment,

software & data collecting...). Historically, the group has a

strong expertise in glass packaging and has expanded to

plastic and metal packaging through recent acquisitions.

The group operates mostly in the food & beverage as

well as in the pharma end-markets where inspection on

containers and filling is mandatory.

INVESTMENT THESIS

• Global and leading player designing control & inspec-

tion machine vision based solutions

• Resilient business model with stable recurring reve-

nue streams from the sale of spare parts, upgrades,

maintenance and services

• Penetration of a fast evolving rigid packaging inspec-

tion and quality control market, with growing and resi-

lient demand

• Strong synergies potential from recent acquisitions

• Co-investment alongside Caravelle, an investor that

shares our values and long-term approach

Amount invested: EUR 49m

Luxempart stake: 35.8%

COUTOT-ROEHRIG IN A NUTSHELL

Coutot-Roehrig is the largest probate research company

in Europe specialised in the identification and location

of rightful heirs worldwide since 1894.

As probate researcher, the company is legally appointed

to proceed with the settlement of estates. Its task is to

identify and locate heirs and to establish their entitle-

ment all along the probate process. The company is the

owner of reference databases for estate genealogy with

>1bn data aggregated.

Coutot-Roehrig has built a group of 46 branch offices in

France, Spain, Italy, Belgium, Luxembourg, Switzerland,

Monaco, and in the USA.

INVESTMENT THESIS

• French, Italian, Belgian, and European leader

• Steadily growing genealogy market favoring market

leaders with international reach

• Highly resilient business with limited correlation to

the global economy

• Ambitious expansion plan across Europe

LUXEMPART ANNUAL REPORT 2023

Amount invested: n.d.

Luxempart stake: n.d.

ALPHACAPS IN A NUTSHELL

Alphacaps is a leading full-service contract development

manufacturing organisation (CDMO) for nutritional sup-

plements in Germany and Belgium.

The group is positioned as a «one-stop-shop» and

focuses on vitamins, minerals and supplements, protein

as well as weight products.

Alphacaps offers its customers a wide range of formu-

lations and formats based on deep know-how, state-of-

the-art machinery and all the required certifications for

the productions of food supplements.

INVESTMENT THESIS

• Growing nutritional supplements manufacturing mar-

ket driven by long-term growth dynamics in the under-

lying vitamin, minerals and supplements market

• Strong market position with clear and differentiated

USP and established barriers to entry

• Solid track record of profitable growth

LUXEMPART ANNUAL REPORT 2023

MANAGEMENT REPORT

DIVESTMENT ACTIVITY

In line with our streamlining strategy, we decided to divest

from several portfolio companies in 2023. We exited from

4 companies in our listed portfolio over the course of

2023, for total cash proceeds of EUR 82m. Those lines

were relatively small investments, legacy from the past, in

which we hadn't the level of governance we are expecting

in our current strategy. We also generated small proceeds

from other portfolio activities for EUR 5m.

Our exits of the past year are summarized in the table below:

Company

Activity

Proceeds

(EUR m)

IRR on

investment

Comment

TCM

Danish kitchen manufacturer

5.3

6.5% Exit via participation in a share

buy-pack program of the company

and various block trades on the

stock market. Total assignment for

EUR 14.6m (between April 2021

and February 2023) of which EUR

5.3m in 2023.

Ascom

Swiss provider of information

and communication solutions

for healthcare institutions and

enterprises

13.1

-10.4% Exit on the stock market

SNP Schneider

Neureither & Partners SE

German IT consulting company

25.5

-18.6% Participation to the voluntary take-

over bid, launched by Octapharma

AG, a company controlled by the

main shareholder of SNP Schneider

Neureither & Partners SE, at a

stock price of EUR 33.50/share.

Süss Microtec

German semi-conductors producer

37.8

14.2% Exit on the stock market

TOTAL

81.7

LUXEMPART ANNUAL REPORT 2023

Activity and

performance of the

Investment Funds

Our Investment Fund activity continued to perform

strongly in 2023, generating a significant return of

EUR 56m, or 11.6%. This strong performance can pri-

marily be attributed to our well-established sponsored

funds, Bravo Capital and Ekkio Capital, which achieved

considerable growth in their portfolios. Through their

substantial role in terms of commitments and net asset

value, these funds influenced our overall 2023 perfor-

mance. Generally, our buyout funds reported solid per-

formance in 2023, with an increase of 15.6%, while our

growth and secondaries segments increased their net

asset value by 4.7% and 5.8%, respectively. Our ven-

ture capital segment however faced challenges, with a

decrease of 2.8% in Net Asset Value, reflecting a tough

market environment.

In absolute terms, the Net Asset Value of our Invest-

ment Funds rose from EUR 384m in 2022 to EUR 509m

at the end of 2023. This increase is due to the growth

previously mentioned and our ongoing portfolio expan-

sion, as evidenced by the EUR 97m of new capital called

in 2023.

INVESTMENT ACTIVITY

In 2023, Luxempart committed EUR 107m to 9 new

funds (including 4 new managers, 3 re-ups and 2 new

co-investments). This increase from the previous year

was largely due to our significant new commitments to

existing relationships with Armira, LGT and Five Arrows,

both in their latest secondaries fund, and increasing

our co-investment with Webster, one of our US health-

care managers. Over the year, we also committed to

3 new US managers: Pfingsten, a Chicago-based firm

focused on control investments in manufacturing, dis-

tribution and business services in North America's lower

mid-market; Bertram, a California-based firm targeting

control investments mainly in the industrial, business

services, and consumer sectors and Uncork, a prominent

seed-stage VC firm from Silicon Valley. These commit-

ments align with our strategy of expanding into new US

funds while maintaining existing relationships as long

as they meet our performance, fund size and operating

expectations. We also seized the opportunity to co-in-

vest alongside the French investment fund Meanings

Capital in JEMS, a leading French IT services company

focused on big data.

The new commitments 2023 are broken down as follows:

in EUR m

North America

Global

Asia

Europe

Total

Buyout

25 %

35 %

60 %

Growth equity

Venture capital

5 %

Co-investment

1 %

12 %

13 %

Secondary funds

11 %

22 %

Total

31%

11%

58%

100%

Our total undrawn commitments stand at EUR 244m

end of 2023. We ensure to keep the undrawn commit-

ments at such level through constant monitoring of the

amount of new commitments and the capital call and

distribution ratios.

PROCEEDS

Fund distributions were limited to EUR 27m, most of it

from our sponsored funds because of realised exits and

earn-out payments. These distributions reflect a 7% yield

in relation to our opening balance, significantly below

the average historical market rate of 22% (2010-22).

Despite a recovery in public equities in 2023, the pri-

vate equity sector faced a challenging low liquidity envi-

ronment, compounded by rising borrowing costs and

valuation pressures, leading managers to postpone exits.

LUXEMPART ANNUAL REPORT 2023

MANAGEMENT REPORT

Sustainability statement

Luxempart's

ambitions

Our mission is to be GROWING TOGETHER, together with

and for our shareholders, together with and for our

team, together and for our participations and invest-

ments... together and for our stakeholders. Since the

first day of existence, Luxempart has been a long-term

partner supporting its participations and partners.

We are a family-owned investment company, whose

business is driven by our family values: long-term value

creation through patient involvement and shared vision.

TRUST AND

TRANSPARENCY

RELIABILITY

EXCELLENCE

HONESTY AND

HONOURABILITY

Since 2021, the Board of Directors and the Group Exe-

cutive Committee have implemented a more structured

way to consider ESG factors in the operations of the

Group. In this context, Luxempart has onboarded the

entire team to develop and implement its sustainability

vision. The purpose of this process is to deliver com-

petitive returns and to consider ESG risks protecting

against negative impacts but also to pursue value crea-

ting opportunities. This way Luxempart is progressively

making the shift from a financial-only to a sustainable

investment approach.

"The purpose of this

process is to deliver

competitive returns and

to consider ESG risks

so as to protect against

negative impacts but also

to pursue value creating

opportunities."

Luxempart being a small listed entity, according to the EU definition, it is not yet required to prepare a sustainability report under the Corporate Sus-

tainability Reporting Directive ("CSRD"). The present sustainability statement is prepared on a voluntary basis and does not include all the information

required by the CSRD. This statement has not been audited or reviewed by the auditors.

LUXEMPART ANNUAL REPORT 2023

OUR TAILORED SUSTAINABILITY

FRAMEWORK

Our sustainability framework has been defined in a col-

laborative approach with our stakeholders and by consi-

dering the specificities of the industries we are invested

in. Luxempart is committed to an ongoing dialogue with

its stakeholders, being its employees, its portfolio com-

panies, its partners and co-investors, the authorities,

and regulators.

We have developed and regularly updated our own sus-

tainability framework based on a methodical analysis

(double materiality assessment) of:

• our values and our own priorities,

• the

expectations of our shareholders and other

stakeholders resulting from stakeholder engagement,

• the priorities of the respective industries our portfo-

lio companies are part of.

The outcome has resulted in a materiality matrix that

encompasses common and relevant environmental,

social and governance standards. We have defined 9

topics representing our priorities in corporate and port-

folio actions around the three ESG pillars: People, Pla-

net, and Business conduct.

OUR SUSTAINABILITY GOVERNANCE

Sustainability is one of the main strategic challenges of

Luxempart for the coming years. The Board of Directors

is responsible for the strategy of Luxempart, which is

determined to generate long-term value creation. The

Board of Directors has entrusted the Sustainability

Committee to give guidance in terms of sustainability

strategy and business model. This committee is also in

charge of following the changes in laws and regulations

in relation to sustainability that could have an impact

on Luxempart. It validates corporate and portfolio sus-

tainability action plans and evaluates their results.

The Group Executive Committee is responsible for the

day-to-day operations. It sets the priorities and leads

the action plans. A manager of the team has been trained

to develop sustainability-related expertise and skills.

She oversees the ESG data collection and monitoring,

and supervises the implementation of actions on a daily

basis.

More information on the Sustainability Committee can

be found on pages 91.

"The Board of

Directors has entrusted

the Sustainability

Committee to give

guidance in terms of

sustainability strategy."

Non-

discrimination

& equal

opportunity

Health & safety

Human rights

Climate

change

Waste & water

management

Biodiversity

Information

security & data

privacy

Anti-

corruption

Good

governance

LUXEMPART ANNUAL REPORT 2023

MANAGEMENT REPORT

Sustainability actions at corporate level

At corporate level, Luxempart continues to improve its impact on the three ESG pillars: People, Planet, and Business

conduct. The Group Executive Committee's priorities in 2023 were:

• to continue to involve our teams and improve their

skills on sustainability, by providing trainings and

regularly engaging on the subject;

• to collect ESG KPIs and to perform due diligences for

the Direct Investments;

• to review and update the ESG due diligence question-

naire for the Investment Funds.

PEOPLE

Our people are our most important asset and for this

reason Luxempart aims to be a responsible and attrac-

tive employer. In this view, concrete measures have

been taken to improve social cohesion within the Com-

pany.

Health and well-being of the team

To increase the health and well-being of the team,

Luxempart had already put in place several actions:

break room, fitness club, regular health checks, free

fruits and beverages, healthy fresh meals at sponsored

price at the canteen, ergonomic workplace, hospitaliza-

tion insurance paid for the employees and their family,

efficient IT infrastructure and tools enabling work from

home...

In 2023, the focus was on the well-being and commu-

nication in the office. The office was completely reno-

vated into a highly functional space and well decorated

workspace. Team members can now enjoy ergono-

mic furniture in an environment designed to facilitate

teamwork while reducing potential noise disturbance.

Talent attraction & development

One focus of Luxempart in terms of human resources

management is put on attracting and developing talents.

Luxempart aims to enable its team to develop its poten-

tial, by increasing training opportunities and fostering

career development in a growth mindset.

In 2023, Luxempart welcomed and trained 7 students

for an internship period of 3-6 months. We have also

increased the number of internal training sessions,

where team members share their expertise to their

colleagues. For example, in 2023, we organised trai-

nings on Private equity for the support team, on sus-

tainability, and on governance matters.

Promote non-discrimination and equal

opportunity

At Luxempart, we tolerate no discrimination. This prin-

ciple is incorporated into the remuneration policy and

in the processes in place assuring equal remuneration

for equal work, with the oversight of the Nomination

and Remuneration Committee.

More information on the Sustainability Committee can be found on pages xx-xx.

LUXEMPART ANNUAL REPORT 2023

PLANET

Luxempart aims to keep its impact on the environment

as reasonable as possible. With this aim in mind, we have

taken different environmental protection initiatives.

Carbon footprint reduction

Luxempart has not yet started to measure its carbon

footprint, but we have already implemented several ini

tiatives to limit our impact on climate change, such as

a decrease of the heating in the office spaces, the ins-

tallation of electric car charging stations for the team,

enabling of home office for employees, encouraging

video conferences to replace business travel, limiting the

maximum CO2 emissions in the car leasing policy, etc.

The electricity consumption of Luxempart at its registe-

red office has derived entirely from renewable sources

since 2010.

Waste & water management

In terms of waste and water management, Luxempart

relies on the high standards that Foyer has set up for

the building and its tenants, such as provision of waste

sorting garbage bins, and rainwater recovery for sani-

tary facilities and plant watering.

Luxempart also encourages the diminution of resources

consumption in providing sustainable alternatives: reu-

sable eco bottles made from sugar cane biomass dis-

tributed to each team member, supply of washable

take-away containers, digital tools to reduce paper

consumption, etc.

BUSINESS CONDUCT

At Luxempart we have always applied first-class gover-

nance standards, following the X Principles of Corporate

Governance of the Luxembourg Stock Exchange. We empha-

size the principles of ethics, integrity, and compliance.

Good governance

High standards of good governance are value drivers.

The Governance Charter, our code of good conduct

(including ethics principles and whistleblowing proce-

dures), investment procedures including ESG matters,

GDPR policy, anti-money laundering and counter finan-

cing terrorism (AML/CFT) procedures, IT security policy...

are regularly updated and the team is frequently trained

to these subjects.

The subject of good governance deserves a full chapter

in the present annual report. Readers will find extensive

information in the Statement of Governance page 74.

Anti-corruption

The principles of anti-corruption are stated in the

Group's Code of Good Conduct. No one at Luxempart is

allowed to accept personal advantage of favour granted

in exchange for a professional decision. Offering any

kind of retribution to a public authority, a person entrus-

ted with a public services mission, or any other elected

official is strictly prohibited.

IT security and data protection

Information technology security has been one of the

top priorities for some years at Luxempart. Many mea-

sures and actions have been put in place to safeguard

sensitive information from cyber criminals.

On top of all the security aspects already implemented

in the past, the year 2023 was rich in improvements. An

external firm carried out a full audit of our IT system.

Recommendations have been made and some of them

have already been fully remediated. A cyber security

consultant assists Luxempart in the development of its

IT projects, such as reinforcement of internal security

rules and implementation of software security tools. Our

complete team followed an intensive training program.

The General Data Protection policy has been reviewed

and is up to date.

LUXEMPART ANNUAL REPORT 2023

MANAGEMENT REPORT

Sustainability vision for

Luxempart's portfolio

At Luxempart, we recognize the impacts and interdepen-

dencies of Environmental, Social, and Governance fac-

tors. By incorporating ESG factors into its decision pro-

cess, we aim to future-proof ourselves and our portfolio

against oncoming issues and to enhance value creation.

We strongly believe that if companies do not have a pro-

per sustainable strategy, they are going to be uncom-

petitive and risk becoming unattractive participations.

That is why we work together with our portfolio compa-

nies to provide them with levers for action to undertake

the shift to a more sustainable value creation process.

The sustainability vision applies to both our activities

Direct Investments and Investment Funds, but given the

nature of these activities, it applies differently.

DIRECT INVESTMENTS

For the Direct Investments – our main investment pillar

– we have continued to embed ESG factors to our inves-

tor role. We aim to maintain and develop a constant dia-

logue with our portfolio companies, not only on finan-

cial matters, but also on sustainability subjects. That's

why we engage with our participations and co-inves-

tors and we support them in their efforts to improve

their ESG maturity.

ESG due diligence questionnaire and ESG KPIs

Luxempart's main sustainability objective for 2023 was

to conduct a comprehensive review of the Direct Invest-

ment's ESG performance.

The nine sustainability priorities described above are

the common thread to better help assess and mitigate

ESG risks through our entire investment cycle – from

the screening of investment opportunities through the

holding period to the exit. Based on this framework,

we have developed a questionnaire designed to assess

the ESG maturity of our participations. In March, we

launched our first data collection campaign by sending

out this ESG questionnaire.

The data collected enabled us to carry out an exhaustive

review of sustainability impact, risks, and opportunities

of the portfolio. After analysing the data collected, we

haven't observed any major sustainability risk in the

portfolio that is not known or addressed. The ESG data

collected enabled us to determine the profile of each

portfolio company, and to work with them to define

their ambitions and objectives in terms of sustainability.

"Our portfolio companies

have different levels of ESG

maturity, but in general we

can conclude that their main

ESG impacts and risks are

properly mitigated."

LUXEMPART ANNUAL REPORT 2023

Focus on 'S' topics

Next to the material sustainability topics of each com-

pany, we have observed that social aspects are impor-

tant to prioritise in several portfolio companies:

- Health & safety, particularly relevant for industrial and

manufacturing companies;

- Human rights and supply chain, in companies with

complex supply chains and in countries with less

stringent legislation than in Europe;

- Non-discrimination and equal opportunity, for com-

panies with significant workforce.

For the companies concerned by these three topics,

we have performed deeper analyses (interviews, desk

reviews, etc.) that have led to recommendations to our

portfolio companies. By conducting those in-depth

reviews, we want to help our companies to consider

social issues such as human rights and diversity, equity,

and inclusion as success factors. Social sustainability can

affect customer trust, investors and bankers' confidence

and employee satisfaction and therefore it is a crucial

factor of successful business.

INVESTMENT FUNDS

The nature of the investment into funds makes the sus-

tainability approach different from the one used for

Direct Investments. The ESG focus is made during the

investment selection and the decision phase, when

assessing the fund managers we choose to trust and

to invest in. The Investment Funds team uses a tai-

lor-made digital assessment tool to rate the ESG matu-

rity of the targeted investment funds and reports its

conclusions and recommendations to the Group Exe-

cutive Committee. The assessment is based on the fol-

lowing points of attention:

• ESG-related policies and commitments, such as signa-

tory of the United Nations Principles for Responsible

Investment – UN PRIs, of the SFDR classification

• ESG risks and opportunities of the fund manager

• ESG risks and opportunities identification at portfolio

level

• General partner's contribution to its portfolio compa-

nies about ESG risk mitigation and value creation

• ESG reporting and disclosure to Limited Partners.

As at end of 2023, about 60% of the fund managers we

partner with were signatories of the UN PRIs.

Even if Luxempart has no decision rights over the

investment funds' operations, the Investment Funds

team encourages the fund managers to develop best

ESG practices and communicates Luxempart's expecta-

tions and eventual concerns.

CLIMATE AND OTHER

ENVIRONMENTAL RISK

Luxempart is not directly exposed to significant cli-

mate-related or other environmental risks. Luxempart

acknowledges that ESG factors are having an increasing

impact on its business environment. As presented above,

Management is working on better monitor and manage

the ESG risks in general and the climate-related risks in

particular. Luxempart has developed a framework that

is the cornerstone of an ESG risk management system

to limit the ESG risk and to seize ESG opportunities to

create value. Based on this framework, Management

continues to closely monitor the portfolio companies

and to support their sustainability initiatives.

The Sustainability Committee together with Manage-

ment ensure that the Group is compliant with all the

applicable sustainability laws and regulations.

"Climate risk is intensifying and

is shifting priorities in all kinds

of businesses. Supporting our

participations to be prepared to

physical risk and transition risk is

central to our concerns."

LUXEMPART ANNUAL REPORT 2023

Reconciliation between IFRS and reporting in

transparency

The Group makes investments in portfolio companies

directly and indirectly through intermediate "Invest-

ment entities subsidiaries" (Luxempart Capital Partners

SICAR S.A., Luxempart French Investments S.à.r.l. and

Luxempart German Investments S.A.). The application

of IFRS 10 requires the Group to measure at fair value

its investment entity subsidiaries.

This fair value approach prevents the reader of the IFRS

Financial Statements to have all the information on the

activity and the performance of the Group, as it is not

possible to look through the investment entity subsidia-

ries to understand their operations and results.

The dividends and interest received, the expenses incur-

red and other financial information of these entities are

aggregated on one single line in the IFRS Financial Sta-

tements. Moreover, intragroup operations that would

otherwise be eliminated on consolidation are now pre-

sented separately.

The reporting in transparency is a different presentation

that looks through the investment entity subsidiaries to

provide a more understandable view of the operations

and financial situation of the Group.

APM and other

information

MANAGEMENT REPORT

REPORTING IN

TRANSPARENCY

Scope of consolidation

IFRS 10

Direct investments

Investments held by

Investment entities

subsidiaries

Investments held by

Investment entities

subsidiaries

Luxempart SA

Subsidiaries providing

services

Subsidiaries providing

services

Investment entities

subsidiaries

Investment entities

subsidiaries

Consolidated

At fair value

Included in the fair value of the investment entity subsidiaries

LUXEMPART ANNUAL REPORT 2023

The tables below present the reconciliation of the IFRS financial indicators and the KPIs used by Management for the

reporting in transparency as at 31 December 2023:

Profit and loss (in €M)

IFRS

Adjustments

P&L in

transparency

Dividend received

36.4

0.8

37.2

Net gains / (losses) on financial assets

167.0

-0.8

166.2

Result on ordinary activities and tax

-19.8

Profit for the year

183.5

Net asset (in €M)

IFRS

Adjustments

Net asset in

transparency

Financial assets at fair value through profit and loss

2,292.8

Cash in the non-consolidated subsidiaries

-75.2

Other assets and liabilities

-19.1

Discretionary bonds portfolio

-67.0

Investment portfolio

2,131.5

Cash and cash equivalents

5.4

Bank deposits

25.0

Cash in the non-consolidated subsidiaries

75.2

Discretionnary bonds portfolio

67.0

Financial liquidity

172.6

Other assets and liabilities

0.4

Assets and liabilities

19.1

Other assets and liabilities

19.5

Total equity / Net asset value

2,323.5

Cash flows (in €M)

IFRS

Adjustments

Cash in

transparency

Cash at 31/12/2022

188.8

262.3

451.1

Investments

-272.0

-99.8

-371.8

Divestments

123.3

31.3

154.6

Other cash movements

-23.2

-38.1

-61.3

Cash at 31/12/2023

16.9

155.7

172.6

LUXEMPART ANNUAL REPORT 2023

MANAGEMENT REPORT

Other Alternative

Performance Measures

(APMs)

Luxempart assesses its performance using some indica-

tors that are not defined by the IFRS and are considered

by the regulators as Alternative Performance Measures

(or APMs). Further to the reporting of the portfolio in

transparency, that also meets the definition of APMs,

Luxempart uses additional APMs:

APM

Purpose

Calculation

Reconciliation to IFRS

NAV - net asset value

Measures the value creation

to the shareholders

Total assets less total

liabilities (excl. equity)

NAV equals equity under

IFRS

EBITDA – Earnings

Before Interest, Taxes,

Depreciations and

Amortizations

Unit of measurement for

evaluating the operating

performance of an operating

company

As reported in the

consolidated income

statement

APM not used for

evaluating Luxempart,

and therefore cannot be

reconciled to the IFRS

financial statements

Net debt

Accurate indicator of

ability to meet its financial

obligations

Sum of financial liabilities,

less cash and cash

equivalent as reported in

the statement of financial

position

APM not used for

evaluating Luxempart,

and therefore cannot be

reconciled to the IFRS

financial statements

Total shareholder return

Unit of measurement of the

financial performance for

Luxempart's shareholders

% of increase of the NAV per

share + gross dividend paid

Equity in the statement

of financial position,

Number of shares in

circulation in note 15 and

dividend paid in note 16

IRR – Internal Rate of

Return

IRR is a metric used to

estimate the profitability of

investments.

IRR is a discount rate that

makes the net present value

(NPV) of all cash flows equal

to zero in a discounted cash

flow analysis.

APM cannot be reconciled

to the IFRS financial

statements

Performance / Return

Unit of measurement of the

value creation of the activity

over one year

(Variation of the unrealised +

dividends) / (NAV beginning

of the period + acquisition of

the period)

APM not used for

evaluating Luxempart,

and therefore cannot be

reconciled to the IFRS

financial statements

LUXEMPART ANNUAL REPORT 2023

Main risks and

uncertainties

Luxempart faces specific risks due to the nature of its

activities. Each of its investments is exposed to parti-

cular risks, mainly due to the business, location, regula-

tion, customer base and strategy decisions. Luxempart

implements governance rules and closely liaises with

the management of the major portfolio investments to

mitigate the risk factors.

A major risk of Luxempart on all levels of the Group is

the market risk. All our assets are impacted by the evo-

lution of financial markets and macroeconomic indica-

tors (stock markets, comparable transactions of peer

companies, valuation multiples, interest rates, inflation,

economical growth...).

The liquidity risk is limited for Luxempart, as the Com-

pany is not an investment fund submitted to exit

constraints. Our Group is a patient investor who is not

driven by the financial markets and their volatility

cycles. Our investment teams and our Audit, Compliance,

and Risk Committee closely follow the evaluation of the

portfolio investments. Investment and divestment deci-

sions depend more on specific company analysis than

financial market or fund investment cycles.

The main risks to which Luxempart is exposed as well

as the Group management risk system are described in

more details in the Statement of Corporate Governance

in the present annual report, and in the note 24 of the

Financial Statements.

Responsibility

statement

The Board of Directors and the Group Executive Com-

mittee of the Company reaffirm their responsibility to

ensure the maintenance of proper accounting records

disclosing the financial position of the Luxempart Group

with reasonable accuracy at any time and ensure that

an appropriate system of internal controls is in place to

ensure the Group's business operations are carried out

efficiently and transparently. The Board of Directors is

responsible for the fair preparation and presentation

of the annual financial statements in accordance with

Luxembourg law and considers that it has fully com-

plied with these obligations.

In accordance with Article 3 of the Luxembourg law of

11 January 2008, as subsequently amended, on trans-

parency requirements in relation to information about

issuers whose securities are admitted to trading on a

regulated market, John Penning, in his capacity as Mana-

ging Director of the Company, declares, that to the best

of his knowledge, the annual accounts as of and for the

year ended 31 December 2023, prepared in accordance

with Luxembourg legal and regulatory requirements,

and the consolidated financial statements for the year

ended 31 December 2023, prepared in accordance with

the International Financial Reporting Standards as adop-

ted by the European Union, give a true and fair view of

the assets, liabilities, financial position and profit of the

year of the Company taken individually, and of the Com-

pany and the undertakings included in the consolidation

taken as a whole (hereinafter the «Group»), respectively.

In addition, the present management report includes a

fair review of the development and performance of the

business and the position of the Company taken indi-

vidually, and of the Group, together with a description

of the principal risks and uncertainties that they face.

MANAGEMENT REPORT

LUXEMPART ANNUAL REPORT 2023

Percentage of interest

32 %

Business Sector

INSURANCE & WEALTH MANAGEMENT

Investment Year

1998

Foyer Group is a leading financial institution

in Luxembourg. It has been the market

leader in insurance since its foundation

in 1922 and has over time diversified

into (niche) growth businesses in adjacent

markets. Today Foyer is present in

3 countries, overall employing more than

800 people serving domestic as well as

international clients.

Foyer Group has the following business lines:

- Insurance in Luxembourg: complete offering to address

the needs of retail, professional as well as corporate

clients. Clear market leader in non-life and life insu-

rance for domestic clients. Strong customer centricity

thanks to an extensive network of exclusive agents,

and supported by an extremely strong brand recogni-

tion, Foyer being ranked among the most powerful

brands in Luxembourg;

- Insurance in Belgium: niche insurer marketing its pro-

ducts exclusively via a network of selected brokers.

Its offer is tailor made to the specificities of its cus-

tomer base (e.g. usage-based insurance for short-haul

drivers);

- Health insurance for expatriates by Foyer Global

Health: provides international health insurance solu-

tions for expatriates, multinational companies and

organisations of all sizes with employees around the

world;

- Life insurance under the freedom to provide services

regime by Wealins: is offering cross-border life insu-

rance solutions mainly unit-linked under the free

provision of services regime to international high-

net-worth individuals (HNWI). Wealins has over time

developed among the European leaders in such life

insurance solutions;

- Asset management by Capital at Work: Wealth mana-

ger with strong asset management capabilities (value

investing) and brand name focusing on high net worth

individuals from the BeNeLux region with a branch

network and dedicated relationship managers covering

clients in each country. Capital at Work manages over

EUR 10bn AUM on behalf of its client base.

EUR 1.9bn

SOLVENCY II OWN FUNDS

+12.7%

OPERATING INCOME GROWTH

PORTFOLIO

LUXEMPART ANNUAL REPORT 2023

Registered office

LEUDELANGE, LUXEMBOURG

www.foye r .lu

Foyer has high single digit net income growth rates over

the last 5 years, mainly attributable to the following:

- Consistently strong performance of the insurance

business in Luxembourg that is sustained by a strong

local anchorage as well as years of investment into

the Foyer brand and agent network which ensures

customer proximity and outstanding service quality;

- Next to this historical business, development of new

value drivers in local or global niche markets with

strong growth potential. This has allowed to strengthen

the service offering of Foyer as well as increasingly

contributing to net income growth;

- Dynamic management of the Group's securities port-

folio, allowing to take the best of the different mar-

ket cycles.

A key element of Foyer's past success and future basis

for growth has been the stability of its shareholder

structure which has allowed management to concen-

trate on long-term performance and not to be forced

to pursue aggressive short-term profit maximization.

LATEST DEVELOPMENTS

Foyer Group's net result increased to EUR 155m in 2023,

driven by both strong operational and investment per-

formance.

Foyer made 2 acquisitions in 2023 which will further

support the growth of its respective business lines:

- Acquisition of Globality S.A. which was merged into

Foyer Global Health in Q1 2024, increasing the scale

of this activity

- Acquisition of the life insurance portfolio of Allianz

Luxembourg which was absorbed into the Foyer's

Luxembourg Insurance business

"Foyer is the undisputed

leader in insurance in

Luxembourg, benefiting

from a strong reputation

on the market, as well as

from an excellent brand

recognition."

2 acquisitions

EXTERNAL GROWTH

LUXEMPART ANNUAL REPORT 2023

PORTFOLIO

Alphacaps is a leading full-service contract

development manufacturing organisation

(CDMO) for nutritional supplements in

Germany and Belgium. The group is

positioned as a "one-stop-shop" and focuses

on vitamins, minerals and supplements,

protein as well as weight loss products.

Alphacaps offers its customers a wide range

of formulations and formats based on deep

know-how, state-of-the art machinery

and all the required certifications for the

production of food supplements.

LATEST DEVELOPMENTS

Alphacaps sustained its growth trajectory in 2023 as

the company was able to take advantage of the strong

market growth through its strong positioning focused on

excellent product quality, fast adaptation to ever-chan-

ging market trends and relentless focus on customer

satisfaction. We expect Alphacaps to continue its growth

momentum in 2024 albeit at a slightly slower pace. In

addition, we see inflationary pressures on input prices

and personnel expenses that need to be managed going

forward.

Business Sector

INDUSTRIALS

Registered office

AUGUSTDORF, GERMANY

Investment Year

2023

www.alphacaps.de

"We expect Alphacaps

to continue its growth

trajectory as the company

takes advantage of the

nutritional supplements

market growth by

leveraging its strong

position."

LUXEMPART ANNUAL REPORT 2023

- 51

Assmann Group is a leading supplier

of server, network and peripheral

infrastructure products and solutions. The

company offers more than 5,000 products

mainly through own brands leveraging

its sourcing know-how in Asia and which

are distributed through its Pan-European

distribution infrastructure.

We have partnered with second generation

family entrepreneur Stephan Assmann in

a primary deal to support the transition

from a family-led to an independently

managed company. Our investment thesis

is based upon taking advantage of strong

market growth by leveraging the best-in-

class business model of Assmann while

selectively strengthening the geographical

scope and product range through

acquisitions which is supported by the

strong cash-flow profile of the company.

LATEST DEVELOPMENTS

In the light of a generally challenging market environ-

ment and a more selective sales approach, Assmann

recorded a slight decrease in sales in 2023. However,

driven by operational improvements, a consistent cost

management and the alleviation of supply chain related

challenges, the group returned to margins close to his-

torical levels, resulting in a strong overall financial

position by year-end. Based on the company's strong

positioning, coupled with the sustained trend in digi-

talisation, requiring growing investments in network

infrastructure, Assmann is expected to continue growing

in line with the market (mid- to high single digit growth)

across its entities in 2024, all while maintaining its cur-

rent profitability levels and financial position.

-5%

SALES GROWTH

+50%

EBITDA GROWTH

Percentage of interest

49%

Business Sector

IT, TECHNOLOGY HARDWARE

& EQUIPMENT

Registered office

LÜDENSCHEID,

GERMANY

Investment Year

2019

www.assmann.com

"Assmann demonstrated

strong operational

enhancements in 2023

despite a challenging

market, reinforcing

our confidence in their

capacity to seize further

opportunities in 2024."

PORTFOLIO

Atenor is a property developer active

mainly in the office building sector, and

more marginally in the residential and retail

sectors, with a portfolio of 34 projects

accounting for c. 1,200,000 sqm currently

under development. Present in several

European countries and cities, the company

has successfully diversified its geographic

exposure outside of Belgium with large-

scale projects which meet strict criteria in

terms of urban planning and offer attractive

economic fundamentals. Atenor is active in

the entire real estate development value

chain, implementing innovative solutions

to economic, social, environmental, and

technological challenges.

LATEST DEVELOPMENTS

2023 was characterised by tensions in the commercial

property market, mainly driven by the rapid rise in inte-

rest expenses. Sales have suffered from a slower pace

of transactions and lower valuations. A difficult market

environment and the resulting increase in the cost of

financing led Atenor to take appropriate measures to

manage cash flow imbalances and thus to review the

balance between equity and debt.

Management first took the initiative to sell several pro-

jects originally scheduled for 2022 and 2023 at current

market conditions (i.e. without margin maximisation) to

face certain debt reimbursements.

In addition, Atenor successfully executed a capital

increase of EUR 182m raised in November 2023 in a

difficult market environment allowing to strengthen its

balance sheet and to gradually replace short and mid-

term market financing by project and asset financing.

1,200,000 sqm

IN DEVELOPMENT

LARGE-SCALE & SUSTAINABLE PROJECTS

IN THE PORTFOLIO

"The recent capital

increase provides Atenor

with flexibility to conduct

sales at the right time,

while navigating a cautious

property market."

Percentage of interest

15.6%

Business Sector

REAL ESTATE

DEVELOPMENT

Registered office

LA HULPE, BELGIUM

Listed on

EURONEXT BRUSSELS

ISIN: BE0003837540

Investment Year

2006, 2020, 2023

www.ateno r .eu

LUXEMPART ANNUAL REPORT 2023

Coutot-Roehrig is the largest probate

research company in Europe, specialised

since 1894 in the identification and

location of rightful heirs worldwide. As a

probate researcher, the company is legally

appointed to proceed with the settlement of

estates.

The task of Coutot-Roehrig is to identify

and locate heirs and to establish their

entitlement all along the probate process.

The company has access to a unique

database of digitised archives, covering

more than 1 billion sets of data. Coutot-

Roehrig has built a group of 46 branch

offices in France, Spain, Italy, Belgium,

Luxembourg, Switzerland, Monaco and in

the USA.

LATEST DEVELOPMENTS

We have been impressed by Coutot-Roehrig's unique

skills, high-quality operations, and strong leadership

position in France. The partnership we have forged with

Guillaume Roehrig, Coutot-Roehrig's majority sharehol-

der and a second-generation entrepreneur, is fully in line

with our strategy to build ownership bonds with fami-

lies and successful entrepreneurs. We are confident that

our collaboration will further support Coutot-Roehrig's

growth trajectory, notably to keep on expanding the

business abroad.

Since our investment, Coutot-Roehrig has met its bud-

geted targets. In France, strategic recruitment and mar-

keting efforts have been launched to increase market

share. A comprehensive digitalisation project is in pro-

gress, aimed at boosting productivity, streamlining finan-

cial operations, and leveraging Coutot-Roehrig extensive

digital archive. The group is emphasising its internatio-

nal expansion, focusing resources on existing markets

while also exploring potential acquisitions to replicate

its business model in other emerging and highly frag-

mented European markets.

c.EUR 80m

SALES

+7%

SALES IN 2023

"Coutot-Roehrig, the

undisputed leader in estate

genealogy in Europe,

is ideally positioned

to leverage growth

opportunities in France and

in Europe."

Percentage of interest

35.8%

Business Sector

GENEALOGY AND HEIR SEARCH

Registered office

PARIS, FRANCE

Investment Year

2023

www.coutot-roehrig.com

LUXEMPART ANNUAL REPORT 2023

- 53

PORTFOLIO

Born from the combination of the Italian

Enoplastic and the French Sparflex, adding

more recently Supercap Group, Crealis is the

global leader in B2B manufacturing of high-

end wine and spirits closure solutions. The

company stands for Italian creativity and

French quality with continuous research

for more and more customised design

and eco-friendly products. Its product

offering includes capsules for sparkling

and still wine, T-bars for spirits as well as

wirehoods, screwcaps, synthetic corks and

seals, all designed and customised for each

client. Employing more than 1,400 people,

Crealis has local facilities in Italy, France,

the USA, Mexico, Spain, Portugal, Australia,

and New Zealand.

LATEST DEVELOPMENTS

Following an exceptional 2022, characterised by clients

overstocking after the Covid-19 lockdowns, the group

has kept its leading position in beverage closures but

has undergone a normalisation in volumes sold, in line

with competition, as clients ordered less quantities in

2023 given the high level of stock built in 2022.

Despite the industry wide decrease in volume sold, Crea-

lis has sought to increase its production efficiency to

preserve its operating margins.

The group took advantage of the opportunity to focus

on product innovation with a goal to uncover a new

product every month protecting its leadership position

in the market. Innovation is targeted at providing more

sustainable products to the market.

Crealis has further increased its exposure to spirit clo-

sure solutions thanks to the acquisition of 3 companies

in Portugal working on wood manufacturing, natural

cork producing and T-cork assembling, enabling to posi-

tion itself all along the value chain of premium spirit

closure solutions.

STABLE SALES

(ORGANIC SALES DECREASE OF C. 10%, EXCL. 2023

ACQUISITIONS IMPACT)

"Crealis' innovative

mindset, highlighted by a

product offering ever more

sustainable, will enable the

Group to stand out and

keep its leading position."

Percentage of interest

18.2%

Business Sector

BEVERAGE CLOSURES

Registered office

BODIO LOMNAGO, ITALY

Investment Year

2020

www.crealisgroup.com

LUXEMPART ANNUAL REPORT 2023

ESG Elektroniksystem- und Logistik-GmbH

is a provider of development, testing

and maintenance services for complex

electronic and IT systems, primarily for

defense and public security customers. The

company differentiates itself by its unique

market positioning as system independent

solution provider and system integrator for

electronic systems ("embedded electronics")

for aircrafts and vehicles. Given the high

level of sensitivity in the sector, ESG

benefits from high barriers of entry due to

necessary certifications (e.g. in the aviation

sector). By carving out and selling its

automotive business, ESG Mobility, in May

2021, ESG fully focused on its security and

defense customers.

LATEST DEVELOPMENTS

ESG grew revenues in the low double-digit percentage

range in 2023.

Beginning of December, ESG's shareholders entered into

an agreement to sell the company to Hensoldt, a Ger-

man multinational defense company focused on sensor

technologies. Hensoldt values the company at an enter-

prise value of EUR 675m plus an earn-out of up to EUR

55m based on specific performance targets. Closing of

the transaction is expected for H1 2024.

>EUR 300m

GROUP SALES

>10%

ADJUSTED EBITDA MARGIN

"Since the acquisition

together with an investor

group led by Armira, ESG

has developed into a pure

play defense company

with a high strategic value

in the ongoing sector

consolidation."

Percentage of interest

23.1%

Business Sector

ENGINEERING SERVICES

Registered office

FÜRSTENFELDBRUCK, GERMANY

Investment Year

2015

www.esg.de

LUXEMPART ANNUAL REPORT 2023

- 55

PORTFOLIO

Evariste is a French multi-solutions

infrastructure group organised as a

federation of more than 170 regional

entities with more than 6,000

employees. The group provides services

related to (i) infrastructure works

(renovation/maintenance of roads,

urban transformation...), (ii) green spaces

management (creation and maintenance

of green spaces, irrigation systems...), (iii)

specialised interim for the construction

industry, and (iv) hygiene and cleaning

services.

The group has a strong local foothold

in the Paris region, is present in most

French regions and has started its

internationalisation.

LATEST DEVELOPMENTS

In 2023, Evariste had to continue dealing with inflatio-

nary pressures on infrastructure works and green spaces

management but its entrepreneurial model has enabled

its entities to maintain their margins. The hygiene and

cleaning activity has been slightly impacted by salary

increases in the sector, not immediately fully reinvoiced,

notably to public clients. Specialised interim has bene-

fited from a strong organic growth driven by the ope-

ning of new regional agencies, intended to deliver their

full potential in 2024.

Over 2023, Evariste has been able to reach its budget

thanks to the dedication and implication of the fede-

ration's entrepreneurs, despite difficult weather condi-

tions at year-end and additional costs induced by the

reinforcement of central group functions.

In addition, Evariste continued its buy-and-build

strategy (over 20 acquisitions in 2023), acquiring French

infrastructure works and green spaces companies, while

increasing its international exposure with the opening

of new countries (the Netherlands and Italy).

> EUR 900m

SALES PRO FORMA

c. +25%

FY23 PRO FORMA EBITDA GROWTH

"Evariste's federation

model allowed to overcome

multiple external challenges

while enabling the group to

continue its ambitious but

selective M&A strategy."

Percentage of interest

40 %

Business Sector

INFRASTRUCTURE WORKS

AND GREEN SPACES

MANAGEMENT

Registered office

MAUREPAS, FRANCE

Investment Year

2021

LUXEMPART ANNUAL REPORT 2023

iM Global Partner is a worldwide asset

management network providing access to

high-quality asset managers. The company

takes minority stakes in asset managers

with outstanding track records ("Partners")

and supports their commercial development

through its significant in-house sales force.

iM Global Partner earns revenues through

partner's dividends and through distribution

fees generated by its own platform. As of

today, iM Global Partner has invested in 9

partners which are mainly located in the US.

iM Global Partner' growth is driven by:

• The growth of the US Asset Management

market (ageing population, financing of

retirement models);

• A symbiotic relationship with strong

alignment of interest with its partners;

• A strong operating leverage, further

amplified by increasing the scale of

existing partners (both organically and

inorganically) as well as adding new

partners.

LATEST DEVELOPMENTS

iM Global Partner is pursuing the diversification of its

portfolio of Partners relationships across various strate-

gies. While it has added no new Partner in FY23, iM Glo-

bal Partner has supported the external growth ambi-

tions of its existing partners who have proceeded with

2 acquisitions as well as of it's US wealth management

business who has done 1 bolt-on acquisition.

Organically, the company has also been instrumental

to its Partners, actively supporting their commercial

development by bringing them positive cash inflows.

We continue to believe in iM Global Partner's strategy

and will support their growth story in the coming years.

This also underlines our ability to invest long-term and

in more cyclical businesses, as our permanent capital

structure allows for flexible holding periods.

c. USD 39bn

AUM

INORGANIC GROWTH PROJECTS

"iM GP continues its

diversification and growth

strategy, by investing in top

class asset managers."

Percentage of interest

7.1 %

Business Sector

INSURANCE & FINANCIAL

SERVICES - ASSET MANAGEMENT

Registered office

PARIS, FRANCE

Investment Year

2021

www.imgp.com

LUXEMPART ANNUAL REPORT 2023

- 57

PORTFOLIO

Kestrel Vision is a leading company in

the control and inspection industry and

designs inspection systems controlling

rigid containers' production and filling

(using machine vision), while providing

complementary added-value services (data

collection and analysis, support services...).

The group is an international machine

vision specialist, organised mostly as a

fabless manufacturing model (i.e. selling

machines they design internally while

outsourcing production), with a strong

expertise in glass packaging and also in

plastic and metal packaging through recent

US acquisitions.

LATEST DEVELOPMENTS

Luxempart invested in Kestrel Vision in March 2023

alongside Caravelle, a reputable French family-owned

investor, and the Management team. Kestrel relies on its

must-have container and filling inspection systems and

enjoys incumbent advantages from its large installed base

and benefits from stable recurring revenue streams.

The group successfully expanded its activity in 2023

despite macroeconomic uncertainties and difficulties

faced by glass and metal producers delaying certain

factory developments.

2024 should be a more challenging year with fewer

greenfield projects but sales driven by installed base

with upgrade programs, maintenance, and sales of spare

parts in addition to systems replacements.

We remain confident that Kestrel Vision will overcome

this temporary market slowdown thanks to its resilience

stemming from fabless manufacturing with variable COGS,

a flexible cost structure and a global exposure to diffe-

rent materials (glass, metal, and PET). In addition, conti-

nuous innovations will allow the group to capture growth

opportunities (i.e. in the USA and in the filling activity).

c. +6%

NET SALES

> EUR 40m

EBITDA

"We are confident that Kestrel

Vision will face upcoming

challenges and seize new

opportunities thanks to its

flexible operating model and its

diversification by geography,

material, and inspection type."

Percentage of interest

27.8%

Business Sector

PACKAGING INSPECTION

Registered office

SAINT-GENIS-LAVAL,

FRANCE

Investment Year

2023

www.kestrel-vision.com/

LUXEMPART ANNUAL REPORT 2023

Mirato Group is a leading Italian producer

and distributor of toiletry products. The

group has a diversified portfolio of 20

brands and through its subsidiary Mil 76

is the Italian leader in private label for

the main large distribution chains. The

group sells its products in more than 60

countries, through its subsidiaries based in

Eastern Europe and Asia, as well as through

local companies and distributors. With a

workforce of about 450 people, Mirato

operates through three fully integrated

production facilities with a total covered

surface of about 80,000 sqm located in the

North of Italy.

LATEST DEVELOPMENTS

For Mirato Group 2023 has been a record year in terms

of sales and profitability, driven by both strong growth

in volumes and full effect of price increases obtained at

the end of 2022. Private Label has increased its penetra-

tion, and it is expected to further grow in the next years,

with Mirato being the largest Italian private label pro-

ducer of soaps and gels. The group continues to main-

tain a strong financial position and is focused on main-

taining its share in the domestic market.

166 million

NUMBER OF PIECES PRODUCED IN 2023

>EUR 30m

EBITDA

"Mirato Group strongly

believes in sustainable

development and published

its first sustainability report

in 2023."

Percentage of interest

15.8%

Business Sector

CONSUMER GOODS

Registered office

LANDIONA, ITALY

Investment Year

2013

www.mirato.it

LUXEMPART ANNUAL REPORT 2023

- 59

PORTFOLIO

MTWH is a leading group of Italian

companies manufacturing high quality

metalware accessories for luxury fashion

brands. At the end of 2023, the group is

composed of 6 main companies:

• Metalworks: zamak components,

• FGF: focus on zamak components

(acquired in 2018)

• Mengoni & Nassini: brass accessories

(acquired in 2020)

• Fixo: low tonnage metal (acquired in 2022)

• Metalstudio: brass, steel, and zamak

accessories for leather goods and shoes

(acquired in 2023)

• Florenradica: wood accessories and 3D

printing (acquired in 2023)

The group is one of the few integrated

players covering the entire value chain from

product development, industrialisation,

production to finishing, operating in a

closed ecosystem in Italy.

LATEST DEVELOPMENTS

In 2023, MTWH doubled in size with the transformative

acquisition of Metalstudio Group, thereby confirming the

leadership position of the group in the luxury fashion

accessories space. Located in Scandicci near Florence,

Italy, Metalstudio Group has an expertise in high-end

metal goods with a strong presence among higher-end

luxury brands such as Chanel, Dior, and Louis Vuitton.

Additionally, acquiring Florenradica bolstered MTWH's

tech expertise, particularly in 3D printing techniques.

Last year also brought a significant reinforcement of

the leadership team at MTWH holding level, positioning

the firm for its new chapter of growth and innovation.

MTWH's management team's next challenge is to swif-

tly integrate these acquisitions and to fully develop the

long list of synergies already identified. This will allow

MTWH to even better serve its clients as one of their

most reliable suppliers, able to bring innovation, cope

with short delays and important volumes without ever

compromising the highest standards of quality.

c. EUR 165m

SALES

31,800 sqm

PRODUCTION FOOTPRINT

"MTWH growth journey

will ultimately benefit its

clients that seek to have

a sizable, reliable and

innovative supplier."

Percentage of interest

23.7%

Business Sector

INDUSTRIALS/ LUXURY

FASHION ACCESSORIES

Registered office

CASTELLI CALEPIO,

ITALY

Investment Year

2022, 2023

www.mtwh.net

LUXEMPART ANNUAL REPORT 2023

Nexus is one of the leading healthcare

software companies in Europe, offering

hospital information systems (HIS) and

diagnostics software (DIS). Founded in 1989

and headquartered in Donaueschingen,

Germany, Nexus has c. 1,900 employees

serving over 10,000 customers across

70 countries. Customer groups include

hospitals, rehabilitation centres and nursing

homes. Approximately 65% of Nexus FY23

revenue is recurring due to its high share of

maintenance business. Germany accounts

for 55% of revenue, Switzerland 21%, the

Netherlands 11%, and Poland 5%.

LATEST DEVELOPMENTS

Nexus showed strong FY23 results in line with its long-

term guidance and had limited impact from the current

economic environment (war in Ukraine, recession in

Germany). Revenue reached EUR 241.5m (+15.5% YoY),

driven by high growth in Poland, Switzerland, and Ger-

many as well as five bolt-on acquisitions (EUR 10.7m of

sales acquired). The prolongation of the German govern-

ment subsidy program (KHZG / hospital future act) by

two more years coupled with the announcement of SAP

to end maintenance for its industry solution IS-H is anti-

cipated to create a favourable tailwind for Nexus and

its peers in the coming years.

EBITDA margin reached 20.9% (vs. 21.2% in FY22) des-

pite EUR 4.5m integration costs. Also in 2023, Nexus

achieved a solid free cash flow conversion of 41.6%

(vs 63.9% in FY22) despite higher capex and ramp-up

in working capital.

The company reconfirmed its mid-term outlook until

2026 with an organic sales CAGR of 9-10% (21-26) and

an EBITDA margin of 25-27%. In addition, the company

aims to acquire sales of c. EUR 60m. The results of 2023

confirm the positive trajectory to reach those goals.

+15.1%

YOY GROUP SALES

20.9%

EBITDA MARGIN

"The strong 2023 results

and a favourable market

environment reinforce our

confidence in the continued

success of Nexus and

its capable management

team."

Percentage of interest

8.4%¹

Business Sector

HEALTHCARE SOFTWARE

Registered office

DONAUESCHINGEN,

GERMANY

Listed on

FRANKFURT STOCK EXCHANGE

ISIN: DE0005220909

Investment Year

2022

www.nexus-ag.de

1) as per latest voting rights notification (09/09/2022)

LUXEMPART ANNUAL REPORT 2023

- 61

PORTFOLIO

Salice is a leading Italian manufacturer of

furniture hinges and related components for

the high-end furniture industry. It started

as a specialised hinges producer focused

on the premium furniture segment, and

successfully entered in adjacent markets

for guides, sliding systems and accessories,

thereby creating a comprehensive offering

for kitchen furniture manufacturers,

and producers of furniture cabinets and

wardrobes. It holds a well-established

position worldwide with a balanced sales

mix across Europe, North America, and Asia.

It benefits from a premium «Made in Italy»

positioning, thanks to a fully vertically

integrated production footprint which is

located exclusively in Italy.

LATEST DEVELOPMENTS

In agreement with the Salice family, in April 2023, Salice

embarked on a transformative journey with Andrea Mar-

cellan joining as CEO, a pivotal move in the context of a

primary operation. Andrea brings 30 years of interna-

tional experience across various sectors and has already

successfully accomplished several corporate transforma-

tions. He will lead Salice into a new era of growth and

innovation. His roadmap, with shareholders' support, is

to unlock the company's full potential. In the first few

months of his tenure, he has already set a clear direc-

tion defining solid value creation avenues.

His strategy focuses on three main objectives: rethinking

the whole company organisation including the manufac-

turing process and the sales team with a lean approach,

intensifying innovation and product portfolio enlarge-

ment efforts, and fortifying the control and support

functions.

In 2023, Salice garnered acclaim at the Interzum trade

fair, winning the «High Product Quality» Award for their

Connecta concealed hinge.

PRODUCTION SITES IN ITALY

FOREIGN SUBSIDIARIES

"With the appointment

of Andrea Marcellan as

CEO, Salice embarks on

an exciting transformative

journey."

Percentage of interest

6.7%

Business Sector

INDUSTRIALS/ FURNITURE

COMPONENTS

Registered office

NOVEDRATE, ITALY

Investment Year

2022

www.salice.com

LUXEMPART ANNUAL REPORT 2023

Created in 1985 and based in Issy-les-

Moulineaux, Sogetrel is a leading French

specialist in the design, installation, and

maintenance of outdoor communication

networks (Fiber and Copper networks)

present on the whole national territory

as well as in Belgium and in Germany.

The group has established itself as the

preferred partner of major public and

private telecommunication operators, as

well as local authorities, notably for the

deployment of very high-speed networks.

In addition, Sogetrel has diversified its

activities in the fields of connected security

solutions but also digital infrastructure

services (smart city, charging solutions for

electric vehicles, smart sensors etc.).

LATEST DEVELOPMENTS

In 2023, the operating performance of the group was

negatively impacted by the volume decreases in the his-

torical telecom activities and difficulties to efficiently

operate projects due to a scarcity of qualified resources.

Sogetrel is pursuing its transformation plan, transitio-

ning from historical fibre installation activities to seg-

ments with higher growth potential such as security,

smart city, electricity, and IT services while increasing

the recurrence of its revenue base.

The percentage of total order intake originating from

growth drivers activities is more and more gaining in

importance compared to telecom installation projects.

> EUR 700m

SALES

> 5%

EBITDA MARGIN

"Sogetrel is well engaged

to successfully execute its

transformation plan owing

to the ramping up of the

new growth initiatives."

Percentage of interest

10.7%

Business Sector

TELECOM NETWORKS

INSTALLATION AND

MAINTENANCE, SECURITY

AND SMART CITY

Registered office

ISSY-LES-MOULINEAUX, FRANCE

Investment Year

2021

www.sogetrel.fr

LUXEMPART ANNUAL REPORT 2023

- 63

PORTFOLIO

Technotrans is an internationally leading

manufacturer of application-specific

thermal management solutions. The

group has emerged from a supplier for

the printing-press manufacturers to a

highly diversified, internationally leading

supplier of cooling solutions to diverse

end markets incl. plastics processing,

laser/ machine tools, energy management

and healthcare/ analytics. Its technology

portfolio is complemented by a higher

margin service/ spare parts offering. With c.

1,500 employees and 17 locations globally,

Technotrans generates sales mainly in

Germany (c. 59%), Europe, the Americas and

Asia.

LATEST DEVELOPMENTS

2023 was marked by a solid topline development

but temporary negative effects impacting EBIT mar-

gin. Revenues are expected to reach EUR 255-265m

(+7% to 11% compared to last year), driven by a posi-

tive development in energy management, print, plastics

and laser/ machine tools. In line with the overall sec-

tor, healthcare/ analytics developed below expectations

especially during H1-23, with demand however having

picked up again in Q3/Q4.

EBIT margin is expected around 5.0-6.0%, with transitional

negative effects such as costs for temporary staff wor-

king on the high order backlog, additional burden from

the ramp-up of a new location and expenses for an exter-

nal strategy review impacting profitability throughout the

first half of the year. These effects have, however, largely

been overcome in Q3-23, resulting in improved margins

in H2 and giving confidence for a positive development

in 2024. FY24 guidance will be released in March 2024

with the publication of the FY23 annual report.

EUR 255-265m

GROUP SALES 2

5.0-6.0%

EBIT MARGIN 2

Percentage of interest

20.1%¹

Business Sector

INDUSTRIAL THERMAL

MANAGEMENT EQUIPMENT /

INDUSTRIAL MACHINERY

Registered office

SASSENBERG,

GERMANY

Listed on

FRANKFURT STOCK EXCHANGE

ISIN: DE000A0XYGA7

Investment Year

2016

www.technotrans.de

1) as per latest voting rights notification (08/03/2022)

2) FY23 guidance as per Q3-23 figures earnings report (release date 07/11/2023), FY23 final figures incl. FY24 guidance to be released on 21/03/2024

"As an anchor shareholder holding

20%, we continue supporting

management in the further

development of the company. The

appointment of Florian Herger to

the Supervisory Board has been

an important milestone in this

context."

LUXEMPART ANNUAL REPORT 2023

Tonies, a category-defining audio streaming

system for children, comprises a smart

speaker box (Toniebox) and accompanying

small figurines (Tonies), delivering content

through a cloud infrastructure. As the

world's largest interactive audio platform

for children, it boasts over 5.7 million

Tonieboxes and 72 million Tonies sold. This

award-winning system has transformed

independent play and learning for young

children with its intuitive, child-safe,

wireless, and screen-free design. Activated

and running in over 100 countries,

Tonieboxes offer a diverse content portfolio,

featuring more than 800 Tonies figurines.

LATEST DEVELOPMENTS

In 2023, Tonies continued its robust growth trajectory,

with group sales reaching EUR 358m, reflecting a signifi-

cant 39% year-over-year increase. Notably, the US mar-

ket saw remarkable growth, contributing EUR 138m

compared to the EUR 66m in 2022, with Tonies products

now available in over 8,500 US retail outlets. Q3 marked

a milestone as Tonies sold more boxes in the US than in

its home DACH market for the first time.

Beyond impressive top-line growth, Tonies demons-

trated commendable progress in profitability during

2023. The company achieved a positive adjusted

EBITDA, benefiting from strategic growth investments

in previous years and the successful ramp-up in the

US market.

Effective 1 January 2024, Tobias Wann became Tonies'

new CEO. As a former founder with a track record of

leading profitable high-growth companies, he succeeds

Marcus and Patric, the founders who stepped back after

10 years of steering the company to its current position

as a brand and market leader.

+39%

GROUP SALES

+110%

SALES IN USA

"Tonies continues to grow in an

impressive manner while showing

already a solid base for near future

profitability. The success of its US

expansion remains a key milestone

and serves as a blueprint for future

internationalisation efforts."

Percentage of interest

3.9%

Business Sector

CONSUMER ELECTRONICS

Registered office

DÜSSELDORF,

GERMANY

Listed on

FRANKFURT STOCK EXCHANGE

ISIN: LU2333563281

Investment Year

2019

www.tonies.com

LUXEMPART ANNUAL REPORT 2023

- 65

PORTFOLIO

AEB is a one-stop-shop provider to

winemakers and brewers offering

ingredients that can be bundled with

detergents and equipment. The company

develops formulas, assembles raw

materials, and distributes its advice and

products globally.

LATEST DEVELOPMENTS

In 2023, despite difficulties stemming from poor har-

vest in both the northern and southern hemispheres,

the group achieved a higher EBITDA than last year in

both value and percentage terms. The year was marked

by the appointment of SimonPietro Felice as the new

CEO, effective September 1st, 2023. He has a strong

knowledge of the wine making industry, having been

instrumental in the success of both privately held and

private equity-backed wine companies, cementing his

reputation as a results-driven executive. Additionally,

Innotec, AEB's non-core large equipment division, has

been sold to a strategic player in August 2023 at an

attractive valuation to refocus the business on Ingre-

dients.

AEB will continue to (i) expand oenology in underpe-

netrated markets, (ii) accelerate in the beer segment by

meeting a wider range of customer needs, (iii) stren-

gthen its presence in spirits and (iv) expand in the ingre-

dients segment, possibly through add-ons.

Campings.com is the European

leader in online bookings for outdoor

accommodations. Blending tourism

and technology, the group lists around

4,500 establishments in 10 different

countries, ranging from unclassified to

5-star complexes, both independent and

network-affiliated. Annually, it records

over 22 million visits and more than a

million customers trust it for booking their

holidays. Campings.com's multichannel

distribution model – direct on their websites

and through travel agency partners,

company committees, online travel agents,

and retail networks – is a significant source

of clientele for accommodation providers.

LATEST DEVELOPMENTS

During the past year, Campings.com has consolidated

its leading position as a marketplace offering outdoor

vacation stays. The company recorded a strong per-

formance at sales and EBITDA level with both metrics

growing by more than 50%, driven by strong consoli-

dated organic growth (c. 20%) and by the successful

integration of Bungalow Booker acquired in December

2022. In 2023, Campings.com continued to invest in

its platform and product offering with among others

the release of empty pitches on its booking engine and

the continuous development of its European presence.

Business Sector

INDUSTRIALS/

INGREDIENTS

Business Sector

HOSPITALITY

www.aeb-group.com

www.campings.com

2023 EBITDA

>50%

REACHED A RECORD HIGH

SALES GROWTH

Percentage

of interest

6.3%

Percentage

of interest

11%

Investment Year

2019

Investment Year

2018

Registered office

BRESCIA, ITALY

Registered office

FRANCE

LUXEMPART ANNUAL REPORT 2023

FX Solutions specialises in the design,

manufacture and distribution of shoulder

implants and surgical instruments. The

company's product offering is comprised

of shoulder prostheses meeting all existing

needs in shoulder arthroplasty.

LATEST DEVELOPMENTS

2023 was another record year for FX Solutions. The

company grew more than 25% at top line level, reinfor-

cing its position as one of the leaders in the shoulder

arthroplasty joint trauma (accident, shock) or degenera-

tive disease (body ageing, osteoarthritis...). France and

US, the two core markets of the company, saw both a

strong increase in sale and gains in market share. This

growth further allowed FX Solutions to post both a signi-

ficant increase in EBITDA to boost EBITDA margin but

also to further invest in R&D.

Marlink is a leading provider of smart

network solutions, combining satellite

communications and terrestrial telecoms

for global remote operations connectivity.

Specialising in hybrid networks, IT, cloud,

and cyber services, Marlink empowers

digital transformation in diverse end

markets.

LATEST DEVELOPMENTS

Marlink reported a solid performance in 2023 with

both revenues and ongoing EBITDA expected to grow

double digits. All business units demonstrated strong

traction, notably the digital services division driven by

a growing pipeline of significant cybersecurity, IT, Inter-

net Of Things deals. Besides, Starlink's LEO (Low Earth

Orbit) solution has been further integrated into Mar-

link's existing offering providing an edge versus tradi-

tional SNO (Satellite Network Operators) competitors.

Several acquisitions are under study to further stren-

gthen and scale the maritime, enterprise or digital ser-

vices business units.

Business Sector

HEALTHCARE

EQUIPMENT

Business Sector

TMT

www.fxshouldersolutions.fr

www.marlink.com

25%

SALES GROWTH

high teens

SALES GROWTH

Percentage

of interest

19.1%

Percentage

of interest

2.3%

Investment Year

2017

Investment Year

2016

Registered office

FRANCE

Registered office

FRANCE

LUXEMPART ANNUAL REPORT 2023

- 67

PORTFOLIO

Pflegebutler is a leading ambulatory care

operator combining serviced living, day

care and ambulatory care. It benefits

from strong market growth supported by

secular trends (demographics and growing

preference towards ambulatory care).

LATEST DEVELOPMENTS

In 2023, Pflegebutler underwent a significant transi-

tion, marked by the appointment of Jan Zimmerschied,

founder and experienced CEO of Onesta, as the group

CEO in June. The leadership team saw further reinfor-

cement with the addition of a new CFO in September,

alongside the elevation of the former Onesta COO to a

group-wide role.

Operationally, Pflegebutler achieved approximately 20%

sales growth through organic expansion, opening 3 new

houses with 151 additional rooms. As the new year

commences, the management's strategic focus will shift

towards maximizing Pflegebutler's operational potential

and consolidating the group. The growth plan for 2024

outlines a deliberate approach, with only a limited num-

ber of new homes slated for opening.

Quip has been our first investment in

Germany. What started as an MBO for a

regional temporary staffing agency has led

us on an entrepreneurial journey which

included the development and subsequent

sale of Talbot, the leading German railway

MRO, while we developed the original Quip

into an industrial services provider for the

German Mittelstand with a strategic focus

on the assembly of high-end machines.

Its business model leverages the synergies

between industrial services and temporary

staffing allowing customers to quickly scale

up their production efforts while allowing

Quip to smooth its capacity utilisation and

increase the qualification and employability

of its temp staffers.

LATEST DEVELOPMENTS

Quip's industrial services business line has continued its

growth trajectory on the back of strong market growth

in the semiconductors industry while management is

working on accelerating the shift towards the assembly

of high-end machines.

The temporary staffing business line encountered a challen-

ging market environment, characterized by slowing client

demand as well as stubbornly high sickness rates. Mana-

gement is continuing to modernise the business in order to

take advantage of a future rebound in the market.

"We support Quip in its strategic

shift towards assembly of high-end

machines"

>EUR 100m

SALES 2023

Business Sector

HEALTHCARE

Business Sector

B TO B SERVICES

www.pflegebutle r .de

www.quip.de

Percentage

of interest

11.5%

Percentage

of interest

53.7%

Investment Year

2021

Investment Year

2008

Registered office

FRIEDEBURG,

GERMANY

Registered office

BAESWEILER,

GERMANY

LUXEMPART ANNUAL REPORT 2023

Rattay Group is a leading supplier of

mission critical components in harsh

and demanding environments with a

focus on metal hoses and compensators.

Headquartered in Hünxe, Rattay generates

sales in excess of EUR 45m and exports its

products worldwide.

The company is capitalising on its strong

engineering expertise and wide range

of product and supplier certifications to

adapt to specific customer requirements in

various industries (except automotive).

LATEST DEVELOPMENTS

After several more difficult years due to external (Covid-

19) as well as internal factors (streamlining of produc-

tion footprint), Rattay has seen significant growth over

the last 2 years due to its exposure to several growth

industries while leveraging its more efficient produc-

tion set-up.

The company has a positive outlook as it continues to

strengthen its product portfolio in high growth indus-

tries (e.g. semi-conductors, hydrogen), increases the

automation of production processes and continues to

digitalize back-end processes. We see continued inflatio-

nary pressures on input prices and personnel expenses

that need to be managed going forward.

RIMED is one of the leading medical

radiology groups in Switzerland and

operates 16 radiology centres across the

German- and Italian-speaking parts of

Switzerland.

LATEST DEVELOPMENTS

2023 was characterized by the ongoing integration into

the Unilabs universe. Despite the ongoing integration,

Rimed continued to successfully execute its Buy & Build

strategy by acquiring the ADUS Radiologie AG adding

three more radiology centres in Zurich to its group.

Rimed has continued to grow its revenue in 2023 des-

pite a market environment that remained challenging

with new important competitors in the Bern and Zurich

regions and new stringent regulations in Ticino. Inflation

remained present but stable in 2023 compared to 2022,

as most of its radiology centres benefit from long-term

energy contracts extending to 2024.

>20%

SALES GROWTH

RADIOLOGY CENTRES IN SWITZERLAND

Business Sector

INDUSTRIALS

Business Sector

HEALTHCARE

www.rattay.de

www.rimed.ch

Percentage

of interest

39.9%

Percentage

of interest

5.5%

Investment Year

2017

Investment Year

2016

Registered office

HÜNXE, GERMANY

Registered office

ZUG, SCHWEIZ

LUXEMPART ANNUAL REPORT 2023

- 69

PORTFOLIO

Investment Funds portfolio

as at 31 December 2023

BREAKDOWN PER GEOGRAPHY

Luxempart's Investment Funds portfolio currently

consists of 48 funds managed by 24 General Partners,

in Europe, the US and marginally in Asia. In terms of

NAV, the European portfolio is more mature than the

US portfolio as our US allocation has been developed

since 2021 only. The current NAV stands at EUR 509m.

Portfolio NAV by geography

ASIA

EUROPE

GLOBAL

16.4%

NORTH

AMERICA

1.4%

72.1%

10.1%

0.7%

71.8%

18.9%

8.6%

NAV 31/12/2023

NAV 31/12/2022

From an uncalled commitment perspective however the

69.9%

US is catching up and will turn into NAV over the next

years. The uncalled commitments amount to EUR 244m.

Portfolio undrawn commitments by geography

ASIA

6.6%

EUROPE

45.2%

GLOBAL

NORTH

AMERICA

18.5%

29.7%

8.7%

46.7%

20.4%

24.2%

Uncalled commitments 31/12/2023

Uncalled commitments 31/12/2022

It should be noted that the global portfolio includes

approximately 50% of US commitments.

BREAKDOWN PER STRATEGY

Our program is skewed towards buyout, growth, and

secondaries funds. Venture is currently mostly invested

through a fund of funds which will not be renewed.

Indeed, buyout is closest to Luxempart's DNA as our

nearly 30 years history has been marked by inves-

ting into companies to develop them. Growth equity

refers to resilient growth mostly in software companies.

The exposure to secondaries reflects the attractivity of

this strategy in terms of cash generation, risk profile

and broader exposure to trophy assets managers want

to keep and continue with the support of secondary

funds. This segment is also financially attractive due to

the acquisition of limited partners stakes at discounted

valuations.

Portfolio NAV by strategy

BUYOUT

GROWTH

EQUITY

SECONDARY

8.9%

FUNDS

VENTURE

CAPITAL

73.3%

5.8%

12.0%

5.2%

9.9%

15.0%

NAV 31/12/2023

NAV 31/12/2022

Portfolio undrawn commitments by strategy

BUYOUT

GROWTH

EQUITY

13.5%

SECONDARY

17.7%

FUNDS

VENTURE

10.0%

CAPITAL

11.0%

63.3%

9.0%

64.2%

11.3%

Uncalled commitments 31/12/2023

Uncalled commitments 31/12/2022

LUXEMPART ANNUAL REPORT 2023

The current portfolio construction is transitioning away

from both sponsored funds and from large brand names

to selected top performing and specialised managers

who excel in value creation in their investment domain.

In specific situations Luxempart will continue suppor-

ting existing or new emerging teams mainly in Europe

when synergies with our Direct Investment strategy

are possible, mainly through club deals. This will lead

to a more focused funds portfolio in terms of strategies

(buyouts, growth and secondaries), geographies (US and

selected European markets) and sectors (healthcare, sof-

tware and industrials-B to B services). Target fund sizes

will decrease and specific partnerships will be deve-

loped such as to build out co-investment opportunities

at favourable and return-enhancing conditions. This is of

course a long-term endeavour as it takes time to extend

our manager portfolio, build trust and select co-invest-

ment opportunities over time. Meanwhile attractive

returns and cash distributions can be expected from

our more mature European relationships with further

promising exits from Ekkio, Bravo and Armira.

Since 2022 efforts have started to reshape our port-

folio with:

- Lowering commitments in former sponsored funds

- New commitments in sector focused funds (Webster in

healthcare, Pfingsten and Bertram in Industrials, STG

in software, Headline in growth)

- Decision to reduce exposure in large brand fund mana-

gers

- No new investments in Asia

- Targeted mapping campaigns with promising contacts

to oversubscribed managers willing to onboard Luxem-

part at their next fund raising.

"We are passionate every

day about shaping a

diversified fund portfolio

in a selective and focused

way and don't miss out any

opportunity to support

and challenge our fund

managers in Europe and

the US so as to remain the

best performers in their

sectors and strategies."

ALAIN HUBERTY

Alain Huberty, Kevin Le Floc'h, Laurent Zandona

LUXEMPART ANNUAL REPORT 2023

- 73

François Tesch, Gaston Schwertzer and André Elvinger

("The Musketeers") were the initiators of the Luxempart

success story in 1992, buying out BIL Participations,

a portfolio of primarily investments in Luxembourg,

belonging to Banque Internationale in Luxembourg (BIL).

Honorary Chairmen

Gaston Schwertzer and François Tesch alternatively

Chairman and CEO, were the driving forces behind the

successful development of Luxempart over the past

decades. They led the transformation of the company,

from a small investment company in Luxembourg to a

professional private equity investor active in multiple

markets in Europe.

They put a strong emphasis on building up professional

internal capabilities and setting up a strong governance

to safeguard best practices.

In order to recognise their exceptional contribution to

the success of Luxempart, the Board of Directors has

granted both of them the title of Honorary Chairman.

CORPORATE GOVERNANCE

Founder members

Gaston Schwertzer, André Elvinger, François Tesch

Honorary Chairmen

Gaston Schwertzer, François Tesch

Founders and

Honorary Chairmen

LUXEMPART ANNUAL REPORT 2023

Statement of

Corporate Governance

Introduction

This Statement of Corporate Governance forms a spe-

cific section of the Management Report.

The publication of the Company's information on corpo-

rate governance is organised in two documents:

- The Corporate Governance Charter, published on the

website of the Company; and

- The present Statement of Corporate Governance.

Corporate Governance Charter

Luxempart's Corporate Governance Charter, which has

factored-in the X Principles of Coporate Governance of

the Luxembourg Stock Exchange, focuses on the fol-

lowing aspects:

- Luxempart's organisational structure; this section des-

cribes the organisation of the Company's management

process;

- a description of Luxempart's share capital, sharehol-

der structure and share liquidity;

- the role and mode of operation of the General Mee-

ting and the shareholder information policy;

- the role, composition, chairmanship and mode of ope-

ration of the Board of Directors;

- the delegation of day-to-day management;

- the specialised committees of the Board of Directors,

in particular the Audit, Compliance, and Risk Com-

mittee, the Nomination and Remuneration Committee

and the Sustainability Committee; the role of these

committees, their composition and operating proce-

dures;

- the role and composition of the Group Executive Com-

mittee and the functions of the Managing Director(s)

and other members of the Group Executive Committee;

- Luxempart's external audit process.

The Corporate Governance Charter also includes the

following information:

- A definition of Director independence;

- A definition of the expertise of the Board of Directors;

- The prevention of transactions involving insider tra-

ding or market manipulation;

- The remuneration policy for Directors and members

of the Executive Committee;

- The framework for the definition of the sustainabi-

lity strategy

- The application of corporate governance principles

and exceptions to these principles.

INFORMATION EXCHANGE ON

CORPORATE GOVERNANCE

The Company communicates transparently with its

shareholders via the corporate governance section of

its website and through the dedicated e-mail address

investors@luxempart.lu. In line with Luxembourg law,

the Company allows shareholders to receive all cor-

porate documentation, including the documents for

shareholder meetings, in electronic format.

In this context, the website of the Company¹contains

a regularly updated stream of information, such as the

latest version of the Company's main governance docu-

ments, including the Articles of Association, the Corpo-

rate Governance Charter, the Dealing Code, the Code of

Good Conduct and separate sections on the composition

and the mission of the Board of Directors, the Specia-

lised Committees, and the Group Executive Committee.

The website also contains the financial calendar and

any other information that may be of interest to the

Company's shareholders.

1) https://www.luxempart.lu/governance/corporate-governance

LUXEMPART ANNUAL REPORT 2023

Shares and Capital

CORPORATE GOVERNANCE

Capital structure

The shares issued by the Company are in registered

or dematerialised form and are admitted to trading on

the Luxembourg Stock Exchange, under the ISIN code

LU2605908552. As of 31 December 2023, the share

capital of the Company amounted to EUR 51,750,000,

represented by 20,700,000 fully paid-up ordinary

shares without indication of nominal value.

There are no categories of shares, and all the issued

shares of the Company grant the same rights and bear

the same obligations. Each share issued by the Company

gives the right to one vote, except for shares held by

the Company, for which the voting rights are suspended

by virtue of the law.

There exists no share or other security granting any

special controlling rights over the Company. There is

no shareholding system in place for members of the

personnel of the Company apart from the stock option

attribution policy in place for the members of the Group

Executive Committee and various staff members as fur-

ther detailed in the Remuneration Report. The Company

decides freely whether there are grounds to allot stock

options every year. Where applicable, the stock options

are allotted annually depending on the relevant indivi-

dual's achievement of performance targets. The stock

options are subject to a vesting period of four years

and must be exercised within a period of ten years as

from their allotment.

Shareholding

Foyer Finance S.A. is the reference shareholder of the

Company and owns 50.41 % of the share capital. As

at 31 December 2023, Foyer Finance S.A., as it was

already the case in the previous years, waived the

voting rights attached to 1,600,000 shares, thereby

bringing its voting participation to 47.68%. Aside from

the important shareholders listed above, the Company

has no knowledge of any other shareholder, either alone

or in concert having reached the initial threshold of 5%

requiring a transparency declaration in accordance with

the law. The most recent transparency declarations are

available on the website of the Company¹.

1) https://www.luxempart.lu/medias/legal-publication

LUXEMPART ANNUAL REPORT 2023

CORPORATE GOVERNANCE

SHARE TRANSFER RESTRICTIONS

There exist no restrictions on the transfer of shares

issued by the Company other than those which are pro-

vided by law. Stock options issued within the framework

of the Luxempart stock option plan(s) may be exer-

cised by their respective holder in accordance with the

terms and conditions of the applicable plan as further

described in the Remuneration Report. When exer-

cising a stock option, its holder has the right to pur-

chase one share issued by the Company. Any intended

transfer of stock options issued by the Company wit-

hin the framework of a stock option plan is subject to

a pre-emption right in favour of the Company.

The Company has no knowledge of any agreement of

any of its shareholders which could lead to restrictions

on the transfer of securities or the exercise of voting

rights attached to the Company's shares.

SHARE BUYBACKS AND DISPOSALS OF

OWN SHARES

Pursuant to Luxembourg law and its Articles of Asso-

ciation, the Company may acquire, on or outside the

stock market, its own shares subject to the authorisa-

tion of the General Meeting of Shareholders with a majo-

rity of votes validly cast. The Annual General Meeting

of 24 April 2023 authorised the Board of Directors to

acquire own shares under the following terms, with the

option to delegate to the Group Executive Committee to

ensure the execution of this authorisation:

- The par value of the own shares purchased, including

the shares previously acquired by the Company and

still held by it, may not exceed 30% of the subscribed

capital;

- The authorisation is valid from 24 April 2023 until

the Annual General Meeting to be held in 2024;

- Minimum price per share: EUR 1.00 / Maximum price

per share: EUR 150.00; and

- The price may be paid in kind (e.g. exchange of shares).

During the financial year 2023, the Company bought

back 117,633 own shares and disposed of 87,364 own

shares. The share buybacks were carried out in order to

notably cover the stock option plans issued for the bene-

fit of some members of the personnel of the Luxempart

Group and the disposals of own shares relate to the

exercise of stock options, as further described in the

Remuneration Report and in the Note 15 of the finan-

cial statements. As of 31 December 2023, the Com-

pany held 570,682 own shares representing 2.76% of

its share capital.

CONSEQUENCE OF A POTENTIAL

TAKEOVER BID

The Company has not entered into any major agree-

ment containing amendment or termination clauses lin-

ked to its own change of control following a takeover

bid, which would be subject to mandatory disclosure

by virtue of the law.

The Company has not entered into any agreement with

the members of the Board of Directors or the Group

Executive Committee or its staff, providing for com-

pensation if they resign or are dismissed without just

cause, or if their employment is terminated as a result

of a takeover bid.

LIQUIDITY AGREEMENT

A liquidity agreement with KBC was signed in 2021 for

an indetermined period.

TRANSACTIONS IN LUXEMPART

SECURITIES

The Company publishes notifications of dealings in

Luxempart securities conducted by Directors and

members of the Group Executive Committee and their

closely associated persons on its website. In 2023 the

Company published 24 notifications of such dealings.

1) https://www.luxempart.lu/medias/legal-publication/

LUXEMPART ANNUAL REPORT 2023

General Meeting of

Shareholders

The General Meeting of Shareholders represents the

entire body of shareholders of the Company and has the

broadest powers to carry out or ratify actions concer-

ning the Company, including the powers reserved to it

by law and the Company's Articles of Association. Reso-

lutions passed at General Meetings are binding upon all

shareholders, whether absent, abstaining from voting

or voting against the resolutions.

Each share gives the right to one vote. There are no

restrictions on the voting rights attached to the shares

of the Company except for those provided by law and

the articles of association of the Company. Accordingly,

the voting rights attached to shares held in treasury

by the Company are suspended. The Company has no

knowledge of any agreement of any of its sharehol-

ders which could lead to restrictions on the exercise of

voting rights attached to shares issued by the Company.

The Board of Directors is responsible for convening

meetings. The Annual General Meeting is held on the

last Monday of April while Ordinary and Extraordinary

General Meetings are convened whenever necessary.

The Extraordinary General Meeting may amend the

Articles of Association of the Company in all their provi-

sions and approve any increase or decrease of the share

capital in accordance with the provisions of Luxembourg

law. At least 50% of the Company's share capital must

be present or represented in the Extraordinary General

Meeting and resolutions require a majority of 2/3 of the

votes validly cast, except for any increase in sharehol-

ders' commitments which requires unanimity.

The role, functioning of the General Meeting and rights

of shareholders are addressed in detail in Luxembourg

legislation, the Company's Articles of Association and

Corporate Governance Charter.

On 24 April 2023, an Extraordinary General Meeting

was held to approve the amendment of the Company's

Articles of Association in order to revoke the Company's

authorised capital and approve the compulsory conver-

sion of bearer shares into dematerialized shares and

voluntary dematerialisation of shares in registered form,

and the Annual General Meeting was held thereafter on

the same day and approved the annual and consolidated

accounts, the allocation of results of the financial year

2022, the renewal of certain Directors' terms of office,

and the remuneration policy and report. No other Gene-

ral Meetings were held in 2023.

LUXEMPART ANNUAL REPORT 2023

Board of Directors

CORPORATE GOVERNANCE

The Company has opted for a one-tier governance struc-

ture. Therefore, the Board of Directors is responsible

Board of Directors

for the general running of the Company's business and

is accountable for its management in accordance with

Luxembourg law.

Mission of the Board of

Directors

The Board of Directors is responsible for the manage-

ment of the Company and is vested with the broadest

powers to take any decisions and take any measures

necessary or useful for the achievement of the Com-

pany's corporate purpose, except for the powers exclu-

sively reserved to the General Meeting of Shareholders

by law or the Articles of Association.

The task of the Board of Directors is to ensure the long-

term development of the Company and of its business

activities in the interests of all the shareholders, while

considering interests of other stakeholders, such as cre-

ditors, employees and, more generally, the community

in which the Company operates.

The Board of Directors is first and foremost responsible

for the strategic management of the Company and for

monitoring the conduct of its business affairs, the sha-

ping of values, objectives, and key policies to be com-

plied with. In this context, in addition to overseeing

the tasks performed by the Committees, the Board

of Directors approves the annual accounts and half-

year accounts and the management report, decides on

the proposed allocation of results, the publication of

financial information, strategy (including sustainabi-

lity strategy), investment policy and matters relating

to Group investments and divestments. It monitors the

Group's portfolio investments to assess the extent to

which they are in line with the strategy it has adopted.

Composition of the

The Directors of the Company are appointed by the

General Meeting upon proposal by the Board of Direc-

tors made on the recommendation of the Nomination

and Remuneration Committee for a renewable period of

up to 6 years. The term of office of Directors is usually

three years and the expiry periods are staggered in

such a way that roughly one third of the offices are

renewed every year. Directors may always be remo-

ved from office by the General Meeting with or without

cause. The Company's Articles of Association provide

for the possibility of co-opting a Director in the event

of a vacancy.

As of 31 December 2023, the Board of Directors com-

prised 12 members, including 1 executive and 11

non-executive Directors. 7 Directors qualified as inde-

pendent Directors in accordance with the independence

criteria contained in detail in the Company's Corporate

Governance Charter.

At the Annual General Meeting of 24 April 2023, Mr.

François Tesch retired as Director and Executive Chair-

man of the Board, after having served for many years

as Director and Managing Director of the Company. His

immense contribution to the success and shaping of

today's Luxempart, his charisma and his communica-

tive passion for business will long remain a source of

inspiration for Luxempart's teams and Board Directors.

He was also keen to establish strong governance within

the Company, which he did with great professionalism.

The Board of Directors and the Group Executive Com-

mittee warmly thank Mr. François Tesch for his passion

and hard work over the years.

The Board of Directors appointed Mr. François Gillet as

new non-executive Chairman of the Board on 24 April

2023 after the Annual General Meeting. Mr. François Gil-

let has been a member of the Board of Directors of the

Company since 1992 and chaired the Audit, Compliance,

and Risk Committee in the past five years. He has an

excellent knowledge of Luxempart and fully shares its

vision and strategy.

LUXEMPART ANNUAL REPORT 2023

BOARD APPOINTMENTS

The Annual General Meeting of 24 April 2023 approved

the reappointment of the following persons as Directors

for a 3-year term ending at the Annual General Meeting

to be held in 2026:

Name

Expiry

of Board

mandate

Mrs. Kay Ashton, Independent,

non-executive Director

2026

Mr. Frank Donck, Independent,

2026

non-executive Director

Mr. Jacques Elvinger, Independent,

non-executive Director

2026

Mr. Jürgen Vanselow, Independent,

non-executive Director

2026

On 9 October 2023, Mr. Olaf Kordes departed from the

Company by mutual consent and resigned from his posi-

tion as Managing Director. His vacancy has not yet been

replaced as of 31 December 2023.

The Annual General Meeting of 24 April 2023 also

appointed the following persons as new Directors of

the Company for a 3-year term ending at the Annual

General Meeting to be held in 2026:

- Mr. Owen Tesch was appointed as non-executive Direc-

tor, representing the interests of one of the Company's

major shareholders. Mr. Owen Tesch has acquired solid

experience in the investment field through various

positions with funds and consultancy firms.

- Mr. Xavier Coirbay was appointed as non-executive

Director. He is a member of the Executive Committee

of another important shareholder of the Company,

the Belgian listed holding company Sofina, and has

extensive expertise in private equity investments and

investment funds, notably through his seat on the

Board of Cambridge Associates.

The term of office of the Directors Mr. François Gillet, Mr.

Jacquot Schwertzer, Mrs. Michèle Detaille, Mrs. Made-

leine Jahr and LIDA SAS (represented by Mr. Grégoire

Chertok as its permanent representative) will expire at

the Annual General Meeting to be held in 2024.

The mandates of Mr. François Gillet and Mr. Jacquot

Schwertzer will be proposed for renewal for a 3-year

term, ending at the end of the Annual General Meeting

of 2027. The mandates of Mrs. Michèle Detaille, Mrs.

Madeleine Jahr and LIDA SAS (represented by Mr. Gré-

goire Chertok as its permanent representative) will be

proposed for renewal for a 1-year term, ending at the

end of the Annual General Meeting of 2025.

Provided that the Annual General Meeting of 2024

renews her term of office, as from 29 April 2024, Mrs.

Michèle Detaille will no longer meet the independence

criteria after having served as a Director for more than

twelve years.

HONORARY CHAIRMEN

The Board of Directors may grant to a former Director

the title of "Honorary Director" or "Honorary Chairman".

This title is reserved for to Directors who have provided

the Company with important services. The Honorary

Directors and the Honorary Chairman do not have any

term of mandate and are not members of the Board of

Directors. Mr. François Tesch and Mr. GAston Schwertzer

have been granted the title of the Honorary Chairman.

DIVERSITY AT THE LEVEL OF THE

BOARD OF DIRECTORS

The Company is committed to ensuring the diversity of

its Board of Directors. The Board of Directors includes

representatives of many different nationalities (Luxem-

bourgish, Belgian, German, French, and British) and is

made up of 3 women and 9 men. The Company also

strives to ensure that the profiles of its Directors are

varied and complementary in terms of professional and

sectoral experience (investment bankers, entrepreneurs,

lawyers, investment professionals, human resources and

compensation), in line with its diversified portfolio.

LUXEMPART ANNUAL REPORT 2023

CORPORATE GOVERNANCE

MEMBERS OF THE BOARD OF DIRECTORS

FRANÇOIS

GILLET

Non-Executive

Chairman of the Board

François Gillet has been a Non-Execu-

tive Director of Luxempart since 1992,

and was the Chair of our Audit, Com-

pliance, and Risks Committee for the

last five years.

The Board elected François Gillet as

Non-Executive Chairman of Luxempart

after the retirement of François Tesch

in April 2023, because of his extensive

knowledge of Luxempart, and of the

extremely relevant investment expe-

rience he built at Sofina over the same

period.

He has recently retired from Sofina which

he had joined in 1988, and where he

held various positions before becoming

member of the Executive Committee and

Director in several investee companies.

François Gillet holds a sales and manage

ment engineer diploma (Louvain School

of Management) and has an international

directors programme certificate in cor-

porate governance from INSEAD.

JACQUOT

SCHWERTZER

Vice-Chairman

Jacquot Schwertzer was a member of

the Luxempart Group Executive Com-

mittee from 2001 to 2017, and acted as

Chairman of the Executive Committee

from 2017 to 2020.

He is also an independent director at

Wendel Luxembourg and a director of

Foyer Finance. He has been running the

business of Socipar, its family holding

(petrol stations, refurbishing of pres-

sure vessels, gas business, real estate)

since 1981.

He holds a master's degree in econo-

mics, business administration.

JOHN

PENNING

Managing Director,

of the Board

Member of the Board

John Penning joined Luxempart in May

2017 and is Managing Director since

2020.

He currently serves as a director in

several companies, in particular: Foyer

Finance, Foyer SA and Atenor.

After working as a senior manager in cor-

porate finance at Deloitte in Luxembourg,

John co-founded in 2009 Saphir Capi-

tal Partners SA, a corporate finance and

private equity consultancy firm based

in Luxembourg and London.

During his career, John gathered invest-

ment experience in several sectors inclu-

ding financial services, business avia-

tion, consumer goods, real estate and

healthcare services.

He holds a degree in political science

and international relations from the Uni-

versité Libre de Bruxelles (ULB), and a

MBA from Otago University and the Uni-

versity of North Carolina at Chapel Hill.

LUXEMPART ANNUAL REPORT 2023

KAY

ASHTON

Member of the Board

Kay Ashton has been a Non-Executive

and Independent Director of Luxempart

since 2020.

She chairs the Audit, Compliance, and

Risk Committee.

In 1992, Kay joined Silverfleet Capital,

a leading European private equity firm,

becoming a partner in 1996. She was

responsible for some of the firm's most

successful investments in several sec-

tors including leisure and business ser-

vices. She also served as deputy chair of

the investment committee for 14 years.

She read Natural Sciences at Jesus

College, Cambridge University.

GRÉGOIRE

CHERTOK

Member of the Board

Grégoire Chertok has been a Non-Execu-

tive and Independent Director of Luxem-

part since 2016.

He is a member of the Group Executive

Committee of Rotschild & Co, which he

joined in 1991.

In this role, he has advised numerous

major European companies in their exter-

nal development, such as GDF Suez,

Casino, Bouygues, Accor, Suez Environ-

nement or Kering. He has built a tre-

mendous M&A experience over time,

as well as extensive networks on the

French market.

He earned a degree from ESSEC in 1988

and obtained an advanced degree in

financial analysis from SFAF in 1990

and a MBA from INSEAD in 1993.

XAVIER

COIRBAY

Member of the Board

Xavier Coirbay has been appointed as

a Non-Executive Director of Luxempart

in April 2023.

After a first experience in the asset

management division of Generale Bank

(now part of BNP Paribas Fortis), he

joined Sofina in 1992 where he now is

a member of the executive committee,

with a focus on direct investments in

the digital sector.

He is a director and chair of the remune-

ration committee of Cambridge Asso-

ciates, an investment management firm

based in Boston (USA).

He holds business engineering (1988)

and tax management (1990) degrees

from Solvay Brussels School, an inter-

national directors programme certificate

in corporate governance from INSEAD

(2013) and a corporate director certi-

ficate from Harvard Business School

(2019).

LUXEMPART ANNUAL REPORT 2023

MICHÈLE

DETAILLE

Member of the Board

Michèle Detaille has been a Non-Execu-

part since 2012.

She acts as Chair of the Sustainability

Committee of Luxempart.

She is the founder and CEO of ALIPA

Group, and is active in various SMEs as

founder and CEO.

Acting as chair of the FEDIL (Luxembour-

gish Business Federation), and serving

as a member of the board of the Banque

Centrale du Luxembourg (BCL), she is a

key driving force in the Luxembourgish

economic landscape.

She holds a degree in political science,

started her career as a political advisor

for the presidency of the Liberal Party in

Belgium. In 1983, she was the youngest

mayor of Belgium, before serving as a

member of parliament between 1985

and 1987.

FRANK

DONCK

Member of the Board

Frank Donck has been a Non-Executive

and Independent Director of Luxempart

since 2020.

He has been acting as managing director

of the family-owned investment com-

pany 3D investors NV since 1998. He

has more than 30 years of experience

as a professional investor and is active

as either chairman or director of 3 listed

companies and non-listed companies.

He currently serves as a chairman of

Barco and Atenor Group, as non-execu-

tive director of KBC Group and as inde-

pendent director of Elia Group. Frank is

also a member of Belgium's Corporate

Governance Commission.

He holds a master's degree in law from

the university of Ghent (Belgium) and

a master in financial management from

the Vlerick Business School.

JACQUES

ELVINGER

Member of the Board

Jacques Elvinger has been a Non-Execu-

tive and Independent Director of Luxem-

part since 2015.

He is the Chair of the Nomination and

Remuneration Committee of Luxempart.

He is a lawyer admitted to the Luxem-

bourg Bar since 1984. He is a partner

in the law firm Elvinger Hoss Prussen

and a member of the high committee

for the development of the financial

centre lead by the Luxembourg Minis-

ter of Finance and a member of the com-

mittee of experts on investment funds

of the Commission for the Supervision

of the Financial Sector (CSSF).

He is also a member of a number of

committees of the Association of the

Luxembourg Fund Industry (ALFI).

CORPORATE GOVERNANCE

LUXEMPART ANNUAL REPORT 2023

MADELEINE

JAHR

Member of the Board

Madeleine Jahr has been a Non-Execu-

tive and Independent Director of Luxem-

part since 2018.

She started her career in an internatio-

nal audit firm. In 2016, she joined Hou-

lihan Lokey, a Los Angeles headquar-

tered investment advisory group with

38 offices in 18 countries. As Managing

Director, she is heading the food and

beverage sector in the DACH region as

well as the advisory for family-owned

companies.

She is also the co-founder of Radi Pekseg,

the fifth largest bakery chain in Hungary.

She holds a master's degree in finance

from the University of St. Gallen, Swit-

zerland.

OWEN

TESCH

Member of the Board

Owen Tesch has been a Non-Executive

Director of Luxempart since 2023.

After a consulting career at EY in Luxem-

bourg, he has been working for Ekkio

Capital since 2018, a private equity fund

specialised in SMEs in Europe with a

strong sectorial expertise in tourism &

leisure, healthcare & beauty, securing

& control, and sustainability. He is res-

ponsible for origination and business

development.

He earned a master's degree in science

of management at Boston University

in 2012.

JÜRGEN

VANSELOW

Member of the Board

Jürgen Vanselow has been a Non-Execu-

tive and Independent Director of Luxem-

part since 2017.

He joined Egon Zehnder International in

1995, elected to Partner in 2001, with a

focus on executive search in the financial

services and private equity sectors. In

2017, he joined Russell Reynolds Asso-

ciates in Frankfurt as a Senior Partner.

Today, he is at the heart of the firm's

recruitment activities in the financial

services sector, specialised in leadership

advisory in private equity, asset mana-

gement and family offices.

He has a master's degree in manage-

ment from ESCP Europe in 1987 and

attended the PMD programme at Har-

vard Business School in 1999.

LUXEMPART ANNUAL REPORT 2023

CORPORATE GOVERNANCE

Operation of the Board

of Directors

The Board of Directors meets at least four times a year

and ad hoc meetings are convened whenever circums-

tances require. Meetings are convened by the Chairman

of the Board who sets the agenda together with the

Managing Director(s) and the Secretary of the Board of

Directors. Resolutions of meetings are passed by majo-

rity of the votes of the Directors present or represented.

The rules for convening and conducting meetings of the

Board of Directors and for passing Directors' resolu-

tions are addressed in detail in the Company's Articles

of Association and Corporate Governance Charter.

ACTIVITIES IN 2023

The Board of Directors met 7 times in 2023. The ave-

rage attendance rate of the 7 Board meetings was 93%,

a testament to the active involvement of all the Direc-

tors of the Company.

In 2023, the Board considered more specifically:

- Review of the annual financial statements and of the

consolidated financial statements for the 2022 finan-

cial year, as well as of the 2023 interim report, and

approval of the related press releases;

- Preparation of the Annual General Meeting held on 24

April 2023;

- Review of the conclusions and recommendations

issued by the Specialised Committees;

- Review and discussions around the portfolio;

- Investment and disposal decisions;

- 2024 budget and business plan 2024-2026;

- Investment of the cash position, and external finan-

cing;

- Review of the Group's risk matrix and related action

plans;

- Looking back on the Group's strategy execution on

the last 4 years, and discussions around the strategic

evolutions for the next 4 years;

- Replacement of Mr. Olaf Kordes, and Group Executive

Committee composition;

- Governance;

- Compliance;

- Sustainability strategy.

CONFLICTS OF INTEREST

During 2023, the Directors dealt with the following

conflicts of interest at meetings of the Board of Direc-

tors, related to Mr. Frank Donck's position as chairman

of the board of directors and shareholder of Atenor SA:

- At the meeting of the Board of Directors on 13 June

2023, Mr. Frank Donck did not take part in the discus-

sions and decisions concerning the Company's com-

mitment to participate in a possible capital increase

of Atenor SA.

- At the meeting of the Board of Directors on 13 Sep-

tember 2023, Mr. Frank Donck did not take part in

the discussions and decisions concerning an increased

subscription commitment in the capital increase of

Atenor SA, which finally took place on 30 November

2023.

BOARD ASSESSEMENT

The Corporate Governance Charter provides for perio-

dic assessments of the Board of Directors, the Specia-

lised Committees, and of the interactions with the Group

Executive Committee. The assessments are performed

by the Board of Directors with the assistance of the

Nomination and Remuneration Committee. They cover

the size, composition and performance of the Board, its

Specialised Committees and the governance structure of

the Company. An assessment of the Board of Directors

was launched at the end of 2023 with results expected

by mid of 2024.

Specialised Committees

The Board of Directors has set up 3 Specialised Com-

mittees made up of members chosen from among its

members: an Audit, Compliance, and Risk Committee, a

Nomination and Remuneration Committee and a Sus-

tainability Committee.

Each of these three Specialised Committees carries

out its duties in accordance with the Corporate Gover-

nance Charter and, where applicable, its internal regu-

lations, which govern its missions and mode of opera-

tion. In 2023, the Specialised Committees systematically

reported to the Board of Directors on their meetings and

submitted recommendations for approval.

LUXEMPART ANNUAL REPORT 2023

Audit, Compliance, and

Risk Committee

The Audit, Compliance, and Risk Committee assists the

Board of Directors in overseeing the financial repor-

ting process, the internal and external audit process,

and the internal control process, as described in detail

in the Company's Corporate Governance Charter and in

the newly updated Audit Charter. The Committee meets

at least four times a year and whenever circumstances

require.

COMPOSITION

All the members of the Audit, Compliance, and Risk Com-

mittee are non-executive Directors and two of them are

independent Directors, in compliance with the X prin-

ciples of the Corporate Governance of the Luxembourg

Stock Exchange. The Audit, Compliance, and Risk Com-

mittee has the requisite expertise in accounting, audi-

ting, IFRS, and investment matters, thanks in particular

to its members' experience in financial and industrial

companies.

The composition of the Audit, Compliance, and Risk Com-

mittee in 2023 is set out below:

Name

Expiry

of Board

mandate

Mrs. Kay Ashton, Chair of the

Committee, Non-Executive and

independent Director

2026

Mr. Frank Donck, Non-Executive and

2026

Independent Director

Mr. Owen Tesch, Non-Executive Director

2026

Mr. Jacquot Schwertzer, Vice-Chairman

2024

of the Board and Non-Executive

Director

The Chairman of the Board, the Managing Director(s)

and the Group's CFO are not members of the Committee

but are invited to attend its meetings. This allows essen-

tial interaction between the Committee on the one side

and the Board of Directors and the Group Executive

Committee on the other side.

ACTIVITIES IN 2023

The Audit, Compliance, and Risk Committee met 5 times

in 2023 with an attendance rate of 100%. The Auditor

(Réviseur d'Entreprises Agréé) of the Company attended

4 meetings.

In accordance with its powers under the Corporate

Governance Charter and the Audit Charter, the Com

mittee discussed and/or reviewed the following main

topics in 2023:

- Review of the 2022 annual results and 2023 interim

results, the notes to the financial statements and the

related management reports

- Audit program

- Valuation of the portfolio

- External review of the financial statements

- 2024 budget and 2024-2026 business plan

- The Statutory Auditor's independence

- Review and follow up of the auditor's non audit mis-

sions

- Update of the risk matrix and related action plan

- Update on tax matters

- Update on compliance matters and adequacy with

regulations

- Review of policies and procedures

- Related parties' transactions

- Ongoing litigations

- IT infrastructure and security

LUXEMPART ANNUAL REPORT 2023

CORPORATE GOVERNANCE

Nomination and

Remuneration

Committee

The Nomination and Remuneration Committee com-

bines the Nomination Committee and the Remunera-

tion Committee referred to in the X Principles of Cor-

porate Governance of the Luxembourg Stock Exchange.

It assists the Board of Directors with any issues relating

to the nomination (or dismissal) of, and the remunera-

tion paid to the Directors and to the members of the

Group Executive Committee, as described in detail in the

Company's Corporate Governance Charter. In particular,

it is tasked by the Board of Directors with proposing

a critical assessment and review of the performance

of the Group Executive Committee and the Managing

Director(s), and with submitting a detailed report the-

reon to the Board of Directors which then decides on

the assessment. The Committee meets in principle once

a year and whenever circumstances so require.

COMPOSITION

The Nomination and Remuneration Committee is made

up of four non-executive Directors, two of whom are

independent.

The composition of the Nomination and Remuneration

Committee in 2023 is set out below:

Name

Expiry

of board

mandate

Mr. Jacques Elvinger, Chair of the

Committee, Non- Executive and

Independent Director

2026

Mr. Jürgen Vanselow, Non-Executive

2026

and Independent Director

Mr. Owen Tesch, Non-Executive

2026

Director

Mr. Jacquot Schwertzer, Vice-Chairman

2024

of the Board and Non-Executive

Director

The membership of the Committee is extended to

include the Managing Director(s) and the Chairman of

the Board of Directors when the Committee is examining

issues relating to the appointment or dismissal of one

or more Directors. In such cases, the Managing Direc-

tor(s) and the Chairman of the Board participate in the

deliberations with the right to vote.

ACTIVITIES IN 2023

The Nomination and Remuneration Committee met 3

times in 2023 with an average attendance rate of 100%

and discussed the following main items:

- Proposal to nominate Mr. François Gillet as new

Non-Executive Chairman of the Board

- Proposal to grant the title of Honorary Founding Chair-

man to Mr. François Tesch

- Proposal to appoint Mr. Owen Tesch and Mr. Xavier

Coirbay as new Board Directors

- Proposal of Chairman and Vice Chairman remunera-

tion increases

- Board and Committees composition

- Launch of a Board assessment

- Search for a new Executive committee member

- Annual remuneration report

- Executive bonus payments and stock option attribu-

tions

- Review of the stock option plan and Long Term Incen-

tive Plan systems

- International salary benchmarking

- Human resources organisation

- Significant HR topics

The Nomination and Remuneration Committee will carry

out an assessment of its own effectiveness during 2024.

LUXEMPART ANNUAL REPORT 2023

Sustainability

Committee

The Sustainability Committee assists the Board of

Directors in the fields of the Company's sustainability

strategy, corporate and portfolio sustainability policies

and non-financial reporting, as described in detail in

the Company's Corporate Governance Charter. Its main

missions are to:

- follow sustainability laws and regulations and their

potential impact on Luxempart;

- give guidance in terms of sustainability strategy;

- watch the evolution of the private equity market in

terms of sustainability;

- validate corporate and portfolio sustainability action

plan and evaluate the results;

- review sustainability reports; and

- make ESG related recommendations to the Board of

Directors.

The Committee meets in principle once a year and whe-

never circumstances require.

COMPOSITION

As of 31 December 2023, the Sustainability Committee

was made up of four non-executive Directors, including

two independent Directors.

The composition of the Sustainability Committee in

2023 is set out below:

Name

Expiry

of board

mandate

Mrs. Michèle Detaille, Chair of the

2024

Committee, non-executive and

Independent Director

Mr. Frank Donck, non-executive and

2026

independent Director

Mr. Owen Tesch, non-executive

2026

Director

Mr. Jacquot Schwertzer, Vice-Chairman

2024

of the Board, non-executive Director

The Chairman of the Board, the Managing Director(s)

and the Group's ESG Manager are not members of the

Committee but are invited to attend its meetings. This

allows essential interaction between the Committee on

the one side and the Board of Directors and the Group

Executive Committee on the other side.

ACTIVITIES IN 2023

The Sustainability Committee met 2 times in 2023 with

an average attendance rate of 100%.

The Sustainability Committee discussed mainly around

two main topics: the potential impact of the general

ESG context and the regulatory frameworks might have

on Luxempart and its portfolio, and the sustainability

strategy and action plans for the Direct investments.

The attention point in terms of legislation is the new

Corporate Sustainability Reporting Directive (CSRD)

adopted in November 2022. CSRD shall apply to Luxem-

part, being a listed SME, from 1 January 2026, with a

first sustainably report due in 2027.

The Sustainability oversaw the due diligence and ESG

reviewed performed on the Direct Investment portfolio.

These results are presented in the Sustainability state-

ment on pages 36-37.

LUXEMPART ANNUAL REPORT 2023

CORPORATE GOVERNANCE

Mission

The Board of Directors has entrusted the day-to-day

management of the Company to the Managing Direc-

tor(s), who is(are) assisted in this task by the Group

Executive Committee.

Accordingly, the Board of Directors delegated the fol-

lowing duties to the Managing Director(s) and the Group

Executive Committee:

- Day-to-day management of Luxempart and its subsi-

diaries;

- Implementation of the strategy and decisions taken

by the Board of Directors;

- Research and analysis of new investment opportuni-

ties and divestment proposals;

- Decisions or recommendations on investments and

divestments;

- Portfolio monitoring;

- Human resources management and coordination

Composition

APPOINTMENT AND REPLACEMENT

OF GROUP EXECUTIVE COMMITTEE

MEMBERS

The Group Executive Committee is made up of members

appointed by the Board of Directors upon recommenda-

tion of the Nomination and Remuneration Committee.

The Managing Directors are also members of the Group

Executive Committee. Members can be removed from

office by the Board of Directors with or without cause.

As of 31 December 2023, the Group Executive Com-

mittee was composed of four members, including the

Managing Director.

Mr. Rudolf Ohnesorge joined the Group in 2022 and

was appointed as new member of the Committee on

23 March 2023.

Mr. Olaf Kordes departed from his position as Managing

Director on 9 October 2023 by mutual consent with the

Company for personal reasons. Luxempart thanks him

for his great contribution to the Group over the last

years. He has been instrumental in implementing the

Group's strategy and in developing the Direct Invest-

ments activity in France.

DIVERSITY AT THE LEVEL OF THE

GROUP EXECUTIVE COMMITTEE

As it is the case at the level of the Board of Directors,

the Company is willing to ensure diversity at the level of

its Group Executive Committee. This diversity is reflec-

ted in the various nationalities and professional back-

grounds of the members of the Committee.

Group Executive

Committee

LUXEMPART ANNUAL REPORT 2023

CORPORATE GOVERNANCE

MEMBERS OF THE GROUP EXECUTIVE

COMMITTEE

John Penning

John joined Luxempart in May 2017 and is a Managing

Director since 2020.

He currently serves as a director in several companies,

in particular: Foyer Finance, Foyer SA and Atenor.

After working as a senior manager in Corporate Finance

at Deloitte in Luxembourg, John co-founded in 2009

Saphir Capital Partners, a corporate finance and pri-

vate equity consultancy firm based in Luxembourg and

London. During his career, John gathered investment

experience in several sectors including financial ser-

vices, business aviation, consumer goods, real estate,

and healthcare services.

John holds a degree in political science and international

relations from the Université Libre de Bruxelles (ULB),

and an MBA from Otago University and the University

of North Carolina at Chapel Hill.

Alain Huberty

Alain is heading our Investment Funds activity, foste-

ring its successful and continuing internationalisation.

He joined Luxempart more than 25 years ago after a

previous career in the steel industry and at the Luxem-

bourg bar. He occupied several functions such as Invest-

ment Manager, General Secretary and CFO. Throughout

his career at Luxempart, he gained experience in mana-

ging direct private equity investments and listed port-

folio lines where he sat on the board of directors.

Alain holds master's degrees in law and economics from

Aix-Marseille and the LSE.

Rudolf Ohnesorge

Rudolf joined Luxempart in 2022 as Member of the

Group Executive Committee focused on developing

Luxempart's presence in the DACH region. He is drawing

on international private equity experience in leveraged

buyouts, growth capital and PIPE investments across

fast-growing technology, industrial, consumer and ser-

vice sectors.

He started his professional career co-founding a venture

capital unit at Infineon Technologies AG and investing

into technology companies primarily in the Silicon Val-

ley before moving on to manage and profitably grow a

worldwide business unit for Infineon. Starting 2008, he

focused on investments into mid-sized industrial compa-

nies with an environmental angle as Managing Partner

of Siemens Venture Capital and later as Partner of Euro-

pean PE firm, Ambienta. Most recently, he was a Partner

at a Germany based single family office.

Rudolf holds a master's degree in industrial enginee-

ring & business management from KIT and completed

post-graduate studies in Strategic Management at HEC.

Lionel de Hemptinne

Lionel joined Luxempart in 2022 as a Member of the

Group Executive Committee and Chief Financial Officer.

He also oversees the group's investments in financial

services, and seats at the board of directors of Foyer

SA and iM Global Partners.

He started his career in 2003 at ING as Senior Account

Manager. He thereafter successfully assumed various

CEO and CFO positions in listed and non-listed com-

panies such as Floridienne Group and Droia Oncology

Ventures in Belgium.

He holds a master's degree in Business and Sciences

from Louvain School of Management and an Executive

Master in Finance from Solvay Business School.

LUXEMPART ANNUAL REPORT 2023

Rules of operation

The Group Executive Committee is headed by the Mana-

ging Director(s) and meets at the company's registered

office in principle every week. Ad hoc meetings are

convened whenever circumstances require. Decisions

are passed unanimously. In the event of disagrement,

the decision may be taken by the Managing Director(s),

as further detailed in the Coporate Governance Charter.

Activities in 2023

The Group Executive Committee met 49 times in 2023.

The average attendance rate of the meetings was close

to 100%.

In 2023, the Group Executive Committee worked more

specifically on the following tasks:

- Sourcing and execution of new deals and add-ons,

more specifically Kestrel Vision, Coutot-Roehrig,

Alphacaps, MTWH and Atenor

- Exits of TCM, Ascom, SNP, and Süss Microtec

- Regular monitoring and value creation of portfolio

companies

- Developing and monitoring the Investment Fund acti-

vity

- Management of human resources and organisation

chart

- Replacement of Mr. Olaf Kordes in the Group Execu-

tive Committee

- Looking back on the execution of Luxempart strategy

over the last 4 years

- Preparation of 2024 budget and 2024-2026 business

plan

- Cash management

- Negotiation of bank financings

- Dematerialisation of Luxempart shares

- Validation of important contracts

- Compliance/ AML

- GDPR

- Risk management

- Communication and roadshows.

LUXEMPART ANNUAL REPORT 2023

Principles of

Corporate Governance

Luxempart follows the X Principles of Corporate Gover-

nance adopted by the Luxembourg Stock Exchange as

revised in December 2017 and applies the recommen-

dations contained therein in accordance with the "com-

ply or explain" principle. The X Principles of Corpo-

rate Governance are available on the website of the

Luxembourg Stock Exchange . The Company's gover-

nance rules will be reviewed in 2024 in light of the new

version of the X Principles published and effective as

from January 2024.

BOARD OF DIRECTORS REMIT AND

COMPOSITION

The Company adopted a clear, transparent and public

corporate governance regime (principle 1). Its Board of

Directors is competent, diversified and aware of the

interests of the Company and its shareholders (principle

3). Specialised Committees are operational. The posi-

tions of Chairman and Managing Director are separate.

The Board of Directors functions as a collective body

and ensures the long-term interest of the company (prin-

ciple 2). The Board of Directors conducts regular self-

assessments that result in concrete recommendations

improving governance. The Corporate Governance Char-

ter provides that the Board of Directors shall perform

self-assessments at least every three years with the

assistance of the Nomination and Remuneration Com-

mittee. This frequency is considered appropriate for the

Board's mode of operation and the Company's activities.

The independence criteria (principle 3, recommendation

3.5.) are laid out in the Company's Corporate Gover-

nance Charter. More than half of the members of the

Board are independent Directors. Three women sit on

the Board at this time.

The members of the Board of Directors are appointed

by the General Meeting upon proposal drawn up on the

recommendation of the Nomination and Remuneration

Committee (principle 4 and recommendation 7.7). One

of the members of the Committee has extensive human

resources skills, being a partner of an international HR

consultancy and recruitment firm.

PROFESSIONAL ETHICS

The Board of Directors has adopted a Code of Good

Conduct including rules governing conflicts of interest as

well as a Dealing Code regulating the trading of Luxem-

part securities and interests in portfolio companies, in

order to comply with principle 5: «ethics». The proce-

dure for managing conflicts of interest is described in

detail in the Corporate Governance Charter, and notably

requires the involvement of the Chairman of the Board.

The involvement of Audit, Compliance, and Risk Com-

mittee in an advisory capacity, is currently not foreseen

considering that any conflict of interest is already dealt

with by the Board of Directors in strict compliance with

Luxembourg legislation.

CORPORATE GOVERNANCE

LUXEMPART ANNUAL REPORT 2023

EXECUTIVE MANAGEMENT

The Group Executive Committee is composed of high-

level professionals with complementary skills (principle

6) appointed by the Board of Directors upon recommen-

dation of the Nomination and Remuneration Committee

in accordance with a nomination procedure defined on

a case by case basis considering the Group Executive

Committee's specific mission, which is to assist adequa-

tely the Managing Director(s) in the day-to-day manage-

ment of the Company. Meetings of the Group Executive

Committee are presided by the Managing Director(s).

Controversial debate and respect for critical opinions

are cultivated in the Group Executive Committee.

The internal rules of the Board of Directors, the specia-

lised Committees and the Group Executive Committee

are set out in the Corporate Governance Charter and in

the case of the Audit, Compliance, and Risk Committee,

they are further specified in an internal charter dedi-

cated to this committee.

REMUNERATION POLICY

The Company has adopted a remuneration policy (prin-

ciple 7) published in the Corporate Governance Charter.

The fixed remuneration is in line with market practice.

The variable remuneration was reviewed thoroughly

in 2019 with the help of a consultant. The variable

remuneration is long term and is designed such as to

outperform the European stock market index and to

align team interests with shareholder interests. Moreo-

ver, the stock option plan is a long-term scheme aimed

at retaining talented managers in a highly competitive

human resources environment.

The amounts paid out each year to the Directors and

to Management are published, including the status of

the stock options. The compensation policy was vetted

by a specialis ed firm and the calculations are regularly

reviewed by the auditor.

FINANCIAL AND REPORTING,

INTERNAL CONTROL AND RISK

MANAGEMENT

The financial reporting, internal control and risk mana-

gement (principle 8) are carried out by an internal team-

composed of accountants, legal experts, investment

managers (for the valuations) and a financial controller

with auditing experience. They all act under the super-

vision of an experienced Chief Financial Officer, who is

also a member of the Group Executive Committee. The

Audit, Compliance, and Risk Committee is chaired by a

specialist with extensive knowledge in audit and finance.

Given the Company's size, no independent internal audit

function has been set up at the Company to date. The

Audit, Compliance, and Risk Committee assesses the

need to commission one-off assignments entrusted to

an external service provider on an annual basis. The

advisory services provided by the auditor were limited

to a minimum in order to safeguard his independence.

Tax advice has accordingly been transferred entirely to

third party service providers.

SHAREHOLDERS

Finally, as regards respect for the rights of sharehol-

ders and equal treatment (principle 10), the Company

appointed a Compliance Officer to monitor compliance

with the transparency rules, the egalitarian dissemina-

tion of information and the application of procedures

to prevent insider trading. The General Meetings of

Shareholders are held in accordance with the law and

a discussion by and between Management, the Board

of Directors and the shareholders is ensured.

LUXEMPART ANNUAL REPORT 2023

CORPORATE GOVERNANCE

Internal control

and risk management

Internal environment

The quality of the internal environment is a major fac-

tor in our Group's culture, since it sets the right levels

of trust, accountability and awareness to our team, nee-

ded to monitor and manage risks. It forms the first and

most important layer in all our internal control mana-

gement system.

Factors that have an impact on the internal environ-

ment specifically include:

- Purpose, integrity, and ethics

- Alignment on key values

- Clearly defined procedures and responsibilities

- Open communication

- Management style

- Team's expertise

- Training.

Risk management policy

The risk management policy is implemented by the

Group Executive Committee under the supervision of

the Audit, Compliance, and Risk Committee and of the

Board of Directors. It includes the definition of targets,

the assessment of risks and responses to such risks.

The work relating to risk management is summarised

in a risk map, which is reviewed and discussed by the

Audit, Compliance, and Risk Committee on a regular

basis. The last review of this risk map was performed

in 2023.

The risks relating to our investments vary significantly

and are addressed by management and the entire team.

Luxempart is involved in managing its investments' risks

by attending the meetings of Board of Directors, Audit

Committees, or via other means.

Definition of targets,

the assessment of risks,

and response to risks

INVESTMENT RISKS

The core business of Luxempart is to invest in small to

mid-cap companies, either directly, or indirectly through

third party funds. This alternative asset class contains,

by its nature and by its illiquidity pattern, a high level

of risk. We indeed are exposed, for significant amounts,

to individual companies that can suffer from economic

downturns or other negative effects. This is why we

carefully select the companies we invest into, analy-

sing their competitive positioning and market trends.

We perform in-depth due diligences to lower the like-

lihood of unforeseen negative outcomes. We pay spe-

cial attention to the people we partner with, being the

management or our co-shareholders, making sure we

share a strong alignment and common values. Besides

this, we try to diversify our investments across various

geographies and non-correlated sectors, in order to

avoid concentration risks and to mitigate the impact of

one unsuccessful investment on our whole portfolio.

Finally, remaining disciplined in our investment crite-

ria, favoring resilient businesses with strong fundamen-

tals, buying companies at fair prices, and structuring the

acquisitions with reasonable levels of leverage, are the

safeguards to a sound portfolio management.

FINANCIAL RISKS

Financial risks, and especially market risks, are other

risks to which Luxempart is exposed. The financial risks

are set out in note 24 to the consolidated financial sta-

tements.

- Equity market volatility can affect the valuation of our

listed portfolio companies, even though this asset class

represents less than 10% of our total Net Asset Value,

and the valuation of our non-listed portfolio compa-

nies. A sensitivity analysis of this class of assets is

presented in the note 10 of the financial statements

- Broader financial markets evolutions (bonds, monetary

markets...) can also affect some of our portfolio com-

LUXEMPART ANNUAL REPORT 2023

panies, especially in the insurance sector, or our own

cash and deposit positions, that are partially invested

in bonds and other monetary instruments. In this res-

pect we take care to invest in high quality counter-

parts, and with a high level of diversification.

- Credit risk on cash: Our cash and treasury assets are

invested in various banks, with concentration limits

defined in function of the banks' ratings and systemic

patterns. Those limits are regularly reviewed, in func-

tion of the market evolutions.

LIQUIDITY RISKS

Our investments are illiquid by nature. It is therefore of

foremost importance to have a close monitoring of our

cash flows projections under various scenarios, and to

maintain sound financial liquidity on our balance sheet.

Maintaining these liquid positions provide us with the

flexibility to address unexpected situations. At Luxem-

part, we aim to keep around 10% of financial liquidity,

composed of cash, deposit accounts and liquid bonds

portfolios, on our balance sheet. In 2023, we decided

to complement this liquidity position with a program of

committed credit facilities, of different maturities with

various banks. Those credit facilities serve as an extra

buffer to mitigate our liquidity risk. They were totally

unused by end of 2023.

INTEREST RATE RISKS

Rising interest rates have put a new light on the cost of

financing risk, for many companies in the world. Even

though reasonable in general, our portfolio companies

often use leverage to finance their growth. As such,

they can be exposed, in certain cases, to higher costs of

financing. This risk is closely monitored in our portfolio.

CURRENCY RISKS

Our Investment Funds portfolio is getting increasingly

invested in the US, in USD currencies. Our strategy of

diversification explicitly includes the US market as a key

element, leading to the strategic decision not to hedge

our USD exposure. As such, the performance of our USD

funds might be adversely affected by a weakening of

the USD in the future.

RISKS RELATING TO THE

PREPARATION OF FINANCIAL

INFORMATION

The preparation of financial information involves seve-

ral risks, due to the complexities of accounting stan-

dards and compliance requirements, potential for human

error, and risks of technological failures. To mitigate

those risks, Luxempart's accounting team is trained

and organised to minimise human errors and misstate-

ments. Robust internal controls over financial reporting,

especially on the sensitive valuations of private equity

investments, are implemented and regularly reviewed

to detect and prevent inaccuracies. Luxempart leverage

financial software and technologies that automate cal-

culations and control financial data quality.

RISK RELATING TO NON-COMPLIANCE

WITH THE LEGISLATION

Luxempart pays attention to complying with applicable

legislation and regulations. The processing of specific

transactions is subject of a specific assessment, which

includes consulting the statutory auditor or other spe-

cialists.

REPUTATIONAL RISK

Luxempart ensures that the Company's core values and

behavioural rules are complied with.

CLIMATE-RELATED AND OTHER ESG

RISK

The Group is not directly exposed to significant cli-

mate-related or other environmental risk. Management

is working on better monitoring and managing the ESG

risk in general and the climate-related risk in particular.

More details on ESG can be read in the Sustainability

report pages 32-37.

LUXEMPART ANNUAL REPORT 2023

CORPORATE GOVERNANCE

Control activities

Day-to-day tasks relating to internal control are under

the supervision of the CFO and the Audit, Compliance,

and Risk Committee.

Luxempart has implemented a policy that aims at sepa-

rating tasks and delegating authority to make it hard to

intentionally carry out fraud and to make identifying

any mistakes easier.

As part of its assignment for reviewing the Group's

financial statements, the statutory auditor reviews

internal control system relating to preparing and pre-

senting the financial statements in effect at the Group.

The statutory auditor informs the Board of Directors

and the Audit, Compliance, and Risk Committee, where

applicable, of any significant weaknesses in the internal

control process relating to the preparation of the finan-

cial information that they may record during their audit.

Role or the Audit,

Compliance, and Risk

Committee

The Audit, Compliance, and Risk Committee reviews the

financial information, the consolidation process and the

valuation of Luxempart's financial assets. Furthermore,

the Audit, Compliance, and Risk Committee reviews the

internal control system in terms of finance, accounting,

and legal and compliance issues. The Audit, Compliance,

and Risk Committee also monitors the financial repor-

ting process.

More information on the Audit, Compliance, and Risk

Committee can be read on page 89.

The Board of Directors reviews and approves the yearly

and half-yearly financial information.

Information and

communications

Luxempart makes efforts to obtain and provide all the

relevant information required for its proper operation.

Fostering efficient internal and external communication

is a priority for Luxempart. Internal information systems

are in place and enable the communication of relevant

information, e.g. the documentation used to prepare the

various committees and meetings and communication

of management data.

Oversight and steering

The Board of Directors and the Audit, Compliance, and

Risk Committee assess the implementation and proper

operation of the risk management and internal control

system on an annual basis.

The oversight and monitoring activities are performed

by the Board of Directors and the Audit, Compliance,

and Risk Committee. Given Luxempart's size, no inde-

pendent internal audit function has been set up at the

Company to date. The Audit, Compliance, and Risk Com-

mittee evaluates the necessity of contracting external

consultants for specific engagements on an annual basis.

100

LUXEMPART ANNUAL REPORT 2023

CORPORATE GOVERNANCE

Remuneration report

The remuneration policy of Luxempart is defined by

the Board of Directors on a proposal formulated by the

Nomination and Remuneration Committee. Such policy

including long term incentive schemes, it is intended to

last for several years, and not to be changed too often.

The last time our remuneration policy was substan-

tially reviewed was in 2019, with the help of an exter-

nal consultant. Our remuneration policy is nevertheless

regularly benchmarked, to make sure that it remains

aligned with market standards, and small updates are

implemented regularly over time. The full remuneration

policy is part of the Governance Charter. The present

report describes the main remuneration mechanisms in

place at Luxempart and the remunerations paid in 2023.

Remuneration scheme

The remuneration scheme applicable to Luxempart's

employees and to the Group Executive Committee

consists of three main components: a base salary pac-

kage, an annual variable remuneration, and a stock

option plan.

BASE SALARY PACKAGE

The base salary package is composed of a gross salary

and other advantages, depending on the employee's

function and seniority. Other advantages can include

a company car, a mobile device, pension plans... This

base salary package intends to be in line with the mar-

ket standard for our industry, taking into account the

cost of life in our various home markets. This package

is reviewed regularly and career evolutions provide for

more significant salary increases.

VARIABLE REMUNERATION:

PERFORMANCE UNITS

The second element of our remuneration package is

the annual variable remuneration, called the PU (per-

formance units) system. It is built up in a way as to get

a maximum alignment with our shareholders, emphasi-

zing collective performance, but with positive or nega-

tive adjustments for individual performance.

At Luxempart, we don't measure the performance of our

teams on the nominal increase of our NAV, but relatively

to a benchmark index constituted of listed comparables.

After careful analysis of comparable indexes, the Board

of Directors, on recommendation of the Nomination and

Remuneration Committee, has decided that the MSCI

Europe Mid Cap Net Return index was the most rele-

vant benchmark index to us, given our strong exposure

to European small and mid-caps.

In order to flatten volatile market behaviors and to align

the team with the objective of long-term value creation,

we compare this relative performance over a period of

4 years, on the year N-3 to N (year of attribution). We

measure the annual performance of our NAV over the

last 4 years, adjusted for the distributed dividends, and

compare it to the performance of our benchmark index

over the same period. A bonus is paid if over the refe-

rence period the net asset value per share (adjusted

for the dividends paid) increased more than the refe-

rence index. This creates a strong alignment with our

shareholders who invest in Luxempart to generate bet-

ter returns than if they were investing in a market index

with a comparable scope. In 2023, we added an indi-

vidual coefficient into the bonus formula, in order to

introduce some individual performance ponderation into

our bonus schemes.

The bonus is calculated, based on the following formula :

PU * ANAV * % vesting * individual coefficient, where :

- PU = number of PUs attributed at the beginning of the

year to an employee, based on its function and senio-

rity level;

- ANAV = Net Asset Value per share at the end of year

N (year of attribution), adjusted for the dividends dis-

tributed over the years N-3 to N;

- % vesting = percentage of realization of the target

outperformance, comprised between 20% and 100%,

for ANAV outperformances over the reference index

between 0% and 4% annually, over the years N-3 to

N. The outperformance is capped at 4%.

- Individual coefficient : percentage of individual perfor-

mance, comprised between 80% and 120%, depending

on under- or over-realization of personal objectives

during the year.

The PU system can be complemented with a discretio-

nary bonus in specific cases.

102

LUXEMPART ANNUAL REPORT 2023

LONG-TERM INCENTIVE: STOCK

OPTION PLAN

The third layer of our remuneration packages is the

stock option plan. The stock option plan, which is reser-

ved to the senior team members, creates a strong incen-

tive over rolling periods of ten years to increase the

market value of Luxempart. The underlying value of

the options is aligned on the value of the stock price of

Luxempart shares. It creates alignment between mana-

gement and the shareholders.

At Luxempart, the stock options have a lock-up period

of 4 years and a maximum exercise period of 6 years

as from the end of said lock-up period. The stock option

plan develops a value over time in case the share price

increases above the strike price. Each option entitles,

at exercise, to receive one Luxempart share against a

pre-defined strike price.

The strike price of the options is calculated as the ave-

rage stock price of the Luxempart share over the 60

days prior to the approval date, by the Board of Direc-

tors, of the number of options granted for a given year.

PENSION BENEFITS

In line with market practice, Luxempart pays a defined

contribution into a pension fund up to 8% of the yearly

gross salary. For Group Executive Members a top up

plan of defined contributions of an additional 12% of

the gross annual salary is applicable and the corres-

ponding contributions are supported by the beneficia-

ries themselves.

LUXEMPART ANNUAL REPORT 2023

- 103

CORPORATE GOVERNANCE

Group Executive Committee

DEPARTURE OLAF KORDES

We had to regret the departure of one of our Mana-

ging Directors, Olaf Kordes, in 2023. His termination

agreement was signed on 9 October 2023, with a notice

period until 31 December 2023. As such, Olaf Kordes was

entitled to his full fixed and variable (PU) remuneration

2023

for 2023. As part of the leaver agreement, Luxempart

agreed to buy back the last stock option plan granted to

Olaf Kordes on 30 March 2023, at market value.

Olaf Kordes

MANAGING DIRECTORS

REMUNERATION

Amounts in € 000

2023

2022

Gross fixed salary

656.3

619.7

Variable remuneration/

1,834.4

LTIP*

1,743.8

Pension plan (fixed

124.6

contribution)

184.3

Benefits in kind

11.5

In 2023, the 2 Managing Directors were paid in total

(gross amount) EUR 656,304 as a fixed remuneration. No

Board fees were paid or kept. Each Managing Director

has a monthly car leasing budget of EUR 1,200 or a car

allowance of the same amount. Fuel costs for profes-

sional trips are paid by the Company. They also benefit

from pension plans.

The 2 Managing Directors benefit from an annual

variable remuneration (PU). They were attributed Per-

formance Units Cohort 2020-2023 ("PU 20-23") which

measure the outperformance of Luxempart's NAV (divi-

dends paid out reintegrated) over the cohort period

2020-2023 compared to the performance of the MSCI

Europe Mid Cap net return over same period.

Due to a strong outperformance over the cohort period,

the PU 20-23 were totally vested and will entitle to a

cash bonus payment for both Managing Directors in

April 2024.

The Managing Directors are also entitled to stock options

of the Company, as described here above.

The following number of options were attributed to the

Managing Directors for the year 2023:

2022

John Penning

20,000

22,000

20,000

22,000

The options can be exercised over a six-year period and

for the first time four years after attribution.

The stock options for 2023 were granted in March 2023.

The strike price of these options is EUR 75.50.

The stock options for 2022 were granted in March 2022.

The strike price of these options is EUR 76.29.

As part of his leaver agreement, Olaf Kordes decided to

sell back his 20,000 stock options received for 2023 to

Luxempart, at market value.

The Managing Directors didn't receive any other bene-

fits in 2023. The difference in variable remuneration

between 2022 and 2023 is linked to the impact of the

Luxempart performance through the Performance Unit

scheme: increase in NAV/share and outperformance of

the MSCI Europe Mid Cap.

*relative to the year N but actually paid in N+1. Provision amount based on the company's best knowledge when writing this report. 2022 compa-

rables restated accordingly.

104

LUXEMPART ANNUAL REPORT 2023

OTHER MEMBERS REMUNERATION

The 3 other members of the Executive Committee have

a remuneration composed of:

- A fixed yearly gross salary of around EUR 325,000

per year, the increase compared to last year is due to

indexation;

- An annual variable remuneration (PU)

- The attribution of stock options

- A monthly car leasing budget of EUR 1,200 or a car

allowance of the same amount

- Contribution to a pension plan

Amounts in € 000

2023

2022

Gross fixed salary

968,4

661,2

Variable remuneration/ LTIP

2,323.5

1,379.0

Pension plan (fixed contribution)

184,0

157,1

Benefits in kind

12,8

10,6

The following number of options were granted

2023

2022

Alain Huberty

20,000

22,000

Lionel de Hemptinne

12,000

n/a

Rudolf Ohnesorge

n/a

Jo Santino

n/a

4,400

The number of GEC members in 2023 was stable (out-

side of the Managing Directors): 3

The stock options for 2023 were granted in March 2023.

The strike price of these options is EUR 75.5.

The stock options for 2022 were granted in March 2022.

The strike price of these options is EUR 76.29.

Remuneration of the Directors

Members of the Board of Directors receive a fixed annual

fee of EUR 50,000 and attendance fees of EUR 2,500 per

Board or specialized Committee meeting (EUR 5,000 for

the Chair of respective Committees). They are not entitled

to any variable remuneration or stock options.

The fixed remunerations of the Chairman and Vice-Chair-

man of the Board have been increased, as from 1 May

2023, respectively to EUR 180.000 and EUR 90.000,

with attendance fees of respectively EUR 5,000 and

EUR 2,500 per meeting. The Chairman and Vice-chair-

man are, since 1 May 2023, not entitled anymore to any

variable remuneration or stock options.

The level of the Board remuneration is adapted accor-

ding to market standards every 3 years.

The total remuneration paid to the Members of the

Board amounted to EUR 1,074,267 for 2023.

Amounts in € 000

2023

2022

meetings

remuneration

meetings

Remuneration

Fixed remuneration

738.6

706.3

Attendance fees

Board of Directors

217.7

224.6

Audit, Compliance, and Risk Committee

57.5

38.3

Nomination and Remuneration Committee

35.0

33.8

Sustainability Committee

25.4

10.8

Total

1,074.2

1,013.8

LUXEMPART ANNUAL REPORT 2023

- 105

CHAIRMAN AND VICE-CHAIRMAN

Executive Chairman (until 24 April 2023)

Mr. François Tesch, who acted as Executive Chairman

of Luxempart until the Annual General Meeting of 24

April 2023, was entitled to the following remuneration

during this period:

Amounts in € 000

2023

2022

Gross fixed salary

100,4

316,5

Variable remuneration/

107,0

LTIP

362,9

Benefits in kind

9,4

28,3

Directors' allowance and

49,3

fees (gross)

131,6

The Executive Chairman has transferred part of his

variable remuneration and his Director's allowance in

full to Foyer Finance.

Non Executive Chairman (as from 24 April 2023)

Mr. François Gillet, who was nominated as the new

Non-Executive Chairman of Luxempart as from 24 April

2023, received a total compensation in 2023 of:

Amounts in € 000

Board member (until

24/04/2023)

(as from 24/04/2023)

Non executive Chairman

Total 2023

Directors' allowance (gross)

16.7

120.0

136.7

Attendance fees

17.5

20.0

37.5

Vice-Chairman

The Vice-Chairman's gross remuneration was as follows:

Amounts in € 000

2023

2022

Director's allowance

81.6

(gross)

76.0

Attendance fees

32.5

20.5

The Executive Chairman and Vice-Chairman were

granted the following stock options for their mandate

until 24 April 2023:

2023

2022

Executive Chairman

1,833

5,500

Vice-Chairman

1,833

5,500

The stock options for 2023 were granted in March 2023.

The strike price of these options is EUR 75.50.

The stock options for 2022 were granted in March 2022.

The strike price of these options is EUR 76.29.

CORPORATE GOVERNANCE

106

LUXEMPART ANNUAL REPORT 2023

Stock options

EXERCISE OF OPTIONS

The number of options exercised by the members of

the Executive Committee, the Executive Chairman and

the Vice Chairman in 2022 and 2023 was as follows:

2023

Strike price EUR

2022

Strike price EUR

Jacquot Schwertzer

14,000

56.50

10,500

52.61

François Tesch

14,489

34.51

8,625

22.50

François Tesch

7,997

31.20

Alain Huberty

12,000

52.50

7,531

34.51

Alain Huberty

12,000

56.50

7,700

33,99

Alain Huberty

12,000

52.61

Jo Santino

7,200

52,61

OUTSTANDING STOCK OPTIONS

The number of unexercised options at 31 December

2023 amounts to 511,491, with an average strike

price of EUR 58.66/share. This represents 2.47% of the

total shares in circulation. Of this number of options,

96,825 were free to exercise at 31 December 2023,

while 414,666 were still in the lock up period. Luxem-

part disposes from largely enough own shares to be

able to fulfill its obligations in this respect.

LUXEMPART ANNUAL REPORT 2023

- 107

Notes to the consolidated financial

statements as at 31 December 2023

Note 1 - General information

118

Note 2 - Consolidation principles, valuation rules, and accounting standards

118

Note 3 - Segment information

126

Note 4 - Operating expenses

134

Note 5 - Staff costs

135

Note 6 - Dividends income

136

Note 7 - Financial income and expenses

136

Note 8 - Current tax expenses

137

Note 9 - Intangible and tangible assets

138

Note 10 - Financial assets at fair value through profit or loss

139

Note 11 - Non-current loans and receivables

142

Note 12 - Current loans and receivables

142

Note 13 - Bank deposits, cash and cash equivalents

143

Note 14 - Capital and share premium

144

Note 15 - Reserves and own shares

145

Note 16 - Dividends paid

147

Note 17 - Non-current provisions

147

Note 18 - Current liabilities

148

Note 19 - List of subsidiaries

148

Note 20 - Main off-balance sheet rights and commitments

150

Note 21 – Directors' allowances and executive management remuneration

151

Note 22 - Remuneration of the réviseur d'entreprises agréé

152

Note 23 - Related parties

153

Note 24 - Financial risks

154

Note 25 - Post closing events

155

LUXEMPART ANNUAL REPORT 2023

111

Consolidated statement of profit or loss

FOR THE YEAR ENDED 31 DECEMBER 2023

In thousands of €

Notes

31/12/2023

31/12/2022

Dividend income

36,398

58,213

Net gains / (losses) on financial assets

166,963

7,912

Profit on investment activities

203,361

66,126

Services / recovery of services

2,584

1,498

Staff costs

-13,984

-14,829

Operating expenses

-5,953

-6,822

Depreciation and amortisation of non-current assets

-2,658

-85

Profit from operating activities

183,350

45,888

Financial income

2,344

2,213

Financial expenses

-628

-537

Profit before tax

185,066

47,564

Tax expenses

-1,543

-1,161

Profit / (loss) for the year

183,523

46,403

Attributable to the owners of the Company

183,523

46,403

Earnings per share attributable to the owners of the Company

Basic weighted average number of shares

20,123,803

20,121,560

Diluted number of shares

20,660,809

20,677,276

Earnings per share - attributable to the owners of the Company (in €)

Basic

9.12

2.31

Diluted

8.88

2.24

The accompanying notes are an integral part of these consolidated financial statements.

112

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of financial position

AT 31 DECEMBER 2023

EQUITY AND LIABILITIES

In thousands of €

Notes

31/12/2023

31/12/2022

Equity attributable to the owners of the Company

Capital and share premium

66,860

Reserves

2,073,163

2,069,600

Profit / (loss) for the year attributable to the owners of the

183,523

Company

46,403

Total equity attributable to the owners of the Company

2,323,546

2,182,864

Total equity

2,323,546

2,182,864

Non-current liabilities

Non-current provisions

3,808

2,253

Total non-current liabilities

3,808

2,253

Current liabilities

Trade and other payables

8,819

9,981

Total current liabilities

8,819

9,981

Total liabilities

12,628

12,234

Total equity and liabilities

2,336,174

2,195,098

Notes

31/12/2023

31/12/2022

Total equity attributable to the owners of the Company (in thousands of €)

2,323,546

2,182,864

Number of outstanding shares

20,129,318

20,159,587

Equity per share - attributable to the owners of the Company (in €)

115.43

108.28

The accompanying notes are an integral part of these consolidated financial statements.

LUXEMPART ANNUAL REPORT 2023

115

Consolidated statement of cash flows

FOR THE YEAR ENDED 31 DECEMBER 2023

In thousands of €

Notes

31/12/2023

31/12/2022

Profit / (loss)

for the year

183,523

46,403

Adjustments for:

Depreciation and amortisation of non-current assets

Stock option plan

1,094

3,137

Net gains / (losses) on financial assets

-165,732

-7,912

18,925

41,713

Acquisition of financial assets

-272,040

-198,042

Disposal of financial assets

123,302

243,444

Net change in loans and receivables

-917

8,740

Net change in borrowings and debts

393

3,175

Net cash flows from operating activities

-130,337

99,030

Including:

Taxes paid

-1,400

-1,906

Interest paid

-142

Interest received

1,803

169

Acquisitions / disposals of tangible and intangible assets

-1,120

-70

Net cash flows from investing activities

-1,120

-70

Transfer from / (to) deposits accounts

10,000

Disposals / acquisitions of own shares

-3,991

448

Dividends paid

-39,942

-36,244

Net cash flows from financing activities

-43,934

-25,796

Net increase/ (decrease) in cash

-175,391

73,163

Cash at the beginning of the year

180,762

107,599

Cash at the end of the year

5,372

180,762

Net increase / (decrease) in cash

-175,391

73,163

The accompanying notes are an integral part of these consolidated financial statements.

116

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated statement of changes in equity

FOR THE YEARS ENDED 31 DECEMBER 2022 AND 2023

In thousands of €

Capital

and Share

Notes premium shares Reserve reserves

Own

Legal

year

Total equity

Profit attributable to

Other for the the owners of

the Company

Equity at 31/12/2021

66,860

-16,531

5,175

1,614,889

498,727

2,169,120

Dividends paid by the Company

-36,244

Allocation of profit

498,727

Operations on own shares

-182

630

448

Reserve stock option plan

3,137

Comprehensive income for the year

46,403

Equity at 31/12/2022

66,860

-16,714

5,175

2,081,139

46,403

2,182,864

Dividends paid by the Company

-39,942

Allocation of profit

46,403

Operations on own shares

-5,573

1,581

-3,991

Reserve stock option plan

1,094

Comprehensive income for the year

183,523

Equity at 31/12/2023

66,860

-22,287

5,175

2,090,275

183,523

2,323,546

The accompanying notes are an integral part of these consolidated financial statements.

LUXEMPART ANNUAL REPORT 2023

117

Note 1 - General information

Luxempart S.A. («the Company» or «Luxempart») is an investment company whose registered office is located at 12,

rue Léon Laval, L-3372 in Leudelange. The Company was founded on 25 April 1988 in Luxembourg, under the name

BIL Participations. The Annual General Meeting held on 15 September 1992 decided to change the Company's name

to Luxempart S.A. The consolidated financial statements for the financial years ending on 31 December 2022 and

31 December 2023 incorporate the financial statements of the Company and its subsidiaries («the Group») and the

Group's share in associates. The Company is listed on the Luxembourg Stock Exchange and registered on the trade

Luxempart is primarily active in Benelux, DACH Region, France and Italy; it actively manages a portfolio of listed and

non-listed companies.

On 26 March 2024, the Board of Directors approved the consolidated financial statements as at 31 December 2023.

The consolidated financial statements will be submitted for approval and publication authorisation during the Annual

General Meeting to be held on 29 April 2024.

Note 2 - Consolidation principles, valuation rules,

and accounting standards

DECLARATION OF CONFORMITY

The consolidated annual financial statements are prepared in accordance with International Financial Reporting

Standards (IFRS) as adopted by the European Union.

FRAMEWORK FOR PREPARATION AND PRESENTATION OF FINANCIAL STATEMENTS

The consolidated financial statements are presented in thousands of euros. The functional currency is the euro (€).

The consolidated financial statements are prepared based on the historical cost, with the exception of financial assets

at fair value through profit and loss and financial assets held for trading, which are measured at fair value.

The valuation principles, methods and techniques are applied consistently within the Group.

The consolidated financial statements have been prepared for the accounting periods ended 31 December 2022 and

31 December 2023 and are presented before allocation of the Company's profit. The allocation of profit for the year

2023 will be proposed at the Annual General Meeting on 29 April 2024.

Notes to the consolidated

financial statements

AT 31 DECEMBER 2023

118

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

SIGNIFICANT MANAGEMENT JUDGMENTS

Qualification as an «investment entity»

Luxempart's management has made significant judgments when determining that Luxempart qualifies as an investment

entity. Luxempart has the following characteristics of an investment entity:

• It has more than one investment;

• It has more than one investor;

• Being listed, Luxempart has investors that are not related parties;

• It has ownership in form of equity or similar interests, mostly shares in the portfolio companies.

Luxempart's purpose is to invest its capital solely for returns from capital appreciation and investment income. To

meet this objective, Luxempart has built a strategy on two segments: the Direct Investments and the Investment

Funds. The Direct Investments are made with a medium to long-term perspective to grant our portfolio companies

to enjoy sufficient time to implement their strategy, execute their business plan and develop their potential. Each of

our pillars has an exit strategy designed by the Board of directors, which is composed of a majority of independent

members and who will take the decision in the best interest of Luxempart.

Valuation of investments

In preparing the financial statements, the application of the accounting principles and methods described hereafter

requires Luxempart's management to make assumptions and estimates that may have an impact on the amounts

recognised in the statement of profit or loss, on the valuation of assets and liabilities, on the statement of financial

position, and on the information presented in the accompanying notes. Management makes these estimates and

assumptions based on the information available on the date on which the consolidated financial statements are drawn

up and may be required to exercise its judgment. By nature, valuations based on these estimates are subject to a

number of risks and uncertainties before their future realisation. Consequently, the actual results of the operations

in question may differ from these estimates and therefore may have a material impact on the consolidated financial

statements.

CONSOLIDATION PRINCIPLES

Qualifying as an investment entity, Luxempart does not consolidate its subsidiaries and does not apply IFRS 3 when

it acquires control over another entity.

There is one exception to this treatment for subsidiaries providing services that relate to Luxempart's investment

activities. These subsidiaries are fully consolidated.

Investments in subsidiaries not providing services that relate to Luxempart's investment activities and investments

where Luxempart has significant influence or joint control are classified as Financial assets at fair value through profit

or loss, in accordance with IFRS 9.

A list of non-consolidated subsidiaries is set out in note 19.

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119

SUBSIDIARIES THAT PROVIDE INVESTMENT-RELATED SERVICES (FULLY

CONSOLIDATED)

A subsidiary providing investment-related services is a company over which Luxempart has control. The Company

has control when it:

• has power over the entity,

• is exposed, or has rights, to variable returns from its involvement with the entity,

• has the ability to use its power over the entity to affect the amount of its returns.

These companies are fully consolidated as from the date the Group obtains the control and ceases when this control

is lost.

Non-controlling interests are presented in equity on the consolidated statement of financial position, separately

from «Equity attributable to the owners of the Company», and classified under «Non-controlling interests». Non-

controlling interests in the Group's profit are also indicated separately on the consolidated statement of profit or loss

and classified under «Non-controlling interests».

Expenses, income, assets, and liabilities of subsidiaries are fully incorporated into the consolidated financial statements.

Transactions between companies of the Group, intercompany accounts, and unrealised profits on intragroup transactions

are fully eliminated.

A list of the Group's subsidiaries is presented in note 19.

TRANSACTIONS IN FOREIGN CURRENCIES

Transactions carried out in foreign currencies are converted into the functional currency at the exchange rate in

force as at the transaction date. At the end of each reporting period, the monetary items in foreign currencies are

converted at the rate of the last day of the financial year. Losses or profits from the realisation or conversion of

monetary elements denominated in foreign currencies are recognised in the consolidated statement of profit or loss.

The following exchange rates were used for conversion of the consolidated financial statements. As at 31 December

2023, one euro is equal to:

US Dollar

1.1050 USD

Swiss Franc

0.9259 CHF

Danish Crown

7.4528 DKK

INTANGIBLE ASSETS WITH A FINITE USEFUL LIFE

Intangible assets with a finite useful life are valued at cost less accumulated amortisation and accumulated impairment

losses. Amortisation is applied according to the straight-line method based on an estimate of the fixed asset's useful

life and its possible residual value.

Intangible assets are not subject to revaluations. The useful life is as follows:

Acquired software

3 years

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CONSOLIDATED FINANCIAL STATEMENTS

TANGIBLE ASSETS

Tangible assets are measured at cost (including transaction costs) less accumulated amortisation and accumulated

impairment losses. Depreciation is applied according to the straight-line method based on an estimate of the useful

life of the said asset. Costs related to maintenance are recognised in the consolidated statement of profit or loss.

Tangible assets are not subject to revaluations.

The estimated useful lives are as follows:

Facilities and transport equipment

3 - 5 years

Other tangible assets, furnishings

10 years

PRINCIPLE OF IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS

At the end of each reporting period, the Group reviews the carrying amount of tangible and intangible assets in order

to determine whether there is any indication that those assets have suffered an impairment loss. If such indication

exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss. The

recoverable amount is the higher value between the asset's fair value less costs to sell and its value in use. The value

in use is the discounted value of estimated future cash flows expected from continued use of the asset.

FINANCIAL ASSETS

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss ("AFVPL") are initially measured at their acquisition cost.

They are stated at fair value and measured at the end of each reporting period. Unrealised capital gains and losses

are recognised in the consolidated statement of profit or loss.

In the event of sale of an AFVPL, the difference between the net proceeds from the sale and the carrying amount is

recognised in the consolidated statement of profit or loss under "Net gains/(losses) on financial assets". The transaction

is recognised as at the settlement date.

Financial assets held for trading

Financial assets held for trading classified in current assets are assets acquired mainly with a view to be sold in the

short term.

They are stated at fair value and measured at the end of each reporting period. Changes in fair value are recognised

in the consolidated statement of profit or loss under "Net gains/(losses) on financial assets"

In the event of disposal of a financial asset held for trading, the difference between the net proceeds from the sale

and the carrying amount is recognised in the consolidated statement of profit or loss under "Net gains/(losses) on

financial assets". The transaction is recognised as at the settlement date.

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121

Loans and receivables

Loans and receivables are assets not listed on the stock exchange and repayable with fixed maturity. They originate

when the Group either makes funds, assets, or services available. They are part of current assets insofar as their

maturity does not exceed twelve months after the end of the reporting period (short term). Otherwise, they are part

of non-current assets (long term).

Loans and receivables are measured at amortised cost according to the effective interest rate method. In the event

of a significant loss in value, loans and receivables are impaired through the consolidated statement of profit or loss.

Loans and receivables are considered to be held within a held-to-collect business model consistent with the Group's

continuing recognition of the receivables. Loans and receivables have contractual terms that give rise to cash flows that

are solely payments of principal and interest on the principal amount outstanding. Any gain or loss on derecognition

is recognised in profit or loss.

Bank deposits and Cash and cash equivalents

Bank deposits are saving accounts having a maturity above three months that are less liquid than regular saving

accounts due to their fixed term. They are presented under "Bank deposits" in the consolidated statement of financial

position.

Cash and cash equivalents include liquidities, sight deposits, and short-term deposits with maturity within three

months, as well as highly liquid, easily convertible investments.

Bank deposits and Cash and cash equivalents are measured at fair value.

FAIR VALUE OF FINANCIAL ASSETS

Fair value measurements

IFRS 13 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants, on the principal or most advantageous market, at the measurement date.

Financial assets are measured at their fair value at the end of each reporting period.

Listed shares are measured based on their market price on the closing date.

Non-listed financial assets are measured based on valuation methods in line with the requirements of the International

Private Equity and Venture Capital Valuation (IPEV). During the measurement of the fair value of the financial assets

in non-listed companies, Luxempart adopts a multi-criteria approach and applies one or several of the methods

described in the table hereafter.

Discounts may be applied to the values obtained by using each of these methods (discounts for illiquidity, for small

company, etc.).

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LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Assets categorised as level 3 assets are valued by Luxempart's investment team. The valuations are based on information

received from the portfolio companies' management or by external evaluators and on IFRS compliant market data

(mainly market multiples) that are provided by Capital IQ. The investment team performs a calibration exercise at

entry date to determine the valuation model used to assess the fair value of the portfolio companies. The unaudited

information used in the valuations is back-tested at each reporting date, when audited information is available.

After being reviewed by the business controller and the CFO, these valuations are submitted to the Group Executive

Committee for approval. Finally, they are submitted to the Audit, Compliance, and Risks Committee, which conducts a

detailed analysis of the methods and assumptions used. The Management and Audit, Compliance, and Risks Committee

review and analyse the changes in fair value measurement at each period end. The Board of Directors ultimately

approves the fair value measurement of the financial assets when it approves the consolidated financial statements.

Fair value hierarchy

The Group uses a fair value hierarchy that reflects the significance of the data allowing valuations to be established.

• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2: Data other than quoted market prices included within level 1 that are observable for the asset or liability,

either directly (for example, prices) or indirectly (for example, elements derived from prices);

• Level 3: Data about the asset or liability not based directly on observable market data.

When a level 1 asset is no longer listed, it is reclassified as a level 3 asset as soon as it is delisted. When data on a

level 2 asset is no longer observable on a market, that asset is reclassified as a level 3 asset at the end of the period.

CAPITAL

Issued shares are considered to be representative of the share capital. Issued equity is recognised at the proceed net

of direct issue costs.

When a company of the Group acquires shares of the parent company, the price paid and the related incurred costs

are recognised and deducted directly in equity at the moment when these shares are cancelled or transferred. When

shares are transferred, the transfer price net of expenses incurred during this transaction and net of taxes is added

to the equity.

BANK BORROWINGS

Bank borrowings bearing interest are recognised at the amount of the cash obtained after deducting any direct

expenses. Transaction expenses (if they are material) are amortised over the remaining life of the debt.

SHARE-BASED PAYMENT ARRANGEMENTS

A stock option plan (for more details, see the remuneration report) has been granted to the Management and some

employees. Each option entitles at exercise to receive one Luxempart's share (equity-settlement), in exchange of the

payment of the strike price. The fair value of the amount granted to employees with respect to the stock option plan,

is recognised at attribution as an expense with the corresponding increase in equity. The fair value is determined

with the Black and Scholes model at initial recognition and is not remeasured subsequently.

LUXEMPART ANNUAL REPORT 2023

123

CURRENT AND DEFERRED TAXES

Income taxes are calculated according to the legal requirements. Advances paid are recognised as receivables and

income tax expenses (corporate income tax and municipal business tax) are estimated and recognised as provisions.

Deferred taxes originate when a temporary difference appears between the taxable base of an asset or liability and

the value at which it appears on the consolidated statement of financial position. Deferred tax is calculated by applying

the tax rate as well as the provisions of the law in force at the time of the calculation.

Deferred tax assets are recognised for all deductible temporary differences (on tax loss carry forwards or other

temporary differences) to the extent that it is probable that taxable profits will be available, against which those

deductible temporary differences can be utilised, or when compensation is possible with existing deferred tax liabilities.

PROVISIONS AND OTHER LIABILITIES

Provisions are recognised once the Group has an actual obligation (legal or implied) resulting from past events that will

probably generate an outflow of resources representative of economic benefits at an amount that can be reasonably

estimated.

Liabilities are recognised at their nominal value.

SEGMENT INFORMATION

Operating segments are the components of the Group whose results are regularly reviewed by the Group Executive

Committee to make decisions about resources to be allocated to the segment and assess its performance.

The segmental information follows Luxempart's investment strategy built on two segments:

• The "Direct Investments" that consists in taking direct participations in companies in the target geographical regions,

which primarily consist of the Belux region (Belgium, Luxembourg), France, the DACH region (Germany, Austria, and

Switzerland) and Italy.

• The "Investment Funds" that consists in the acquisition of shares in investment funds mainly active in private equity

and venture capital.

The Group Executive Committee monitors the performance of the Group based on reporting disclosing these two

segments but not using any geographical segmentation.

124

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

INCOME FROM ORDINARY ACTIVITIES

Luxempart and some of its subsidiaries provide services to other entities within the Group. These services are defined

in a service agreement between the entities involved. The income from these services is recognised in the profit or

loss based on the degree of progress.

DIVIDEND INCOME

The Group recognises dividends when they are received or when the right to receive payment is established. They

result from the distribution of profits to holders of equity instruments in proportion to the rights that they hold in a

category of securities making up the capital.

CONSOLIDATED STATEMENT OF CASH FLOWS

Luxempart is a company whose purpose is the acquisition, holding and sale of shareholdings. The cash flows associated

with this activity are classified as Net cash flows from operating activities.

Net cash flows from investing activities are composed of flows related to tangible and intangible assets.

Net cash flows from financing activities are composed of transactions on equity ( e.g., dividends paid to the shareholders,

transactions on own shares, capital increase and decrease...) and cash flows from and to bank deposits.

CHANGES IN ACCOUNTING METHODS

The new IAS/IFRS and their interpretations listed below, which entered into force in 2023, had no impact on the

Group's consolidated financial statements:

• Amendments to IFRS 17 Insurance contracts

• Amendments to IAS 1 Presentation of Financial Statements

• Amendments to IAS 8 Accounting policies

• Amendments to IAS 12 Income Taxes: International Tax Reform -Pillar II

Luxempart has not anticipated the application of the new standards, interpretations and amendments to standards

published by the International Accounting Standards Board (IASB) since 31 December 2023. The Group doesn't

anticipate a significant impact on the consolidated financial statements.

LUXEMPART ANNUAL REPORT 2023

125

Note 3 - Segment information

Strategic segmentation

The segmental information follows Luxempart's investment strategy built on two segments:

• The "Direct Investments" that consists in taking direct participations in companies in the target geographical regions,

which primarily consist of the Belux region (Belgium, Luxembourg), France, the DACH region (Germany, Austria, and

Switzerland) and Italy.

• The "Investment Funds" that consists in the acquisition of shares in investment funds mainly active in private equity

and venture capital.

A description of the activities, including returns generated by these investment activities and the allocation of resources,

is given in the Management report.

CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

Profit or loss

In thousands of €

Direct

Investments

Investment

Funds

Others (*)

31/12/2023

Dividend income

36,398

Net gains / (losses) on financial assets

125,150

56,376

-14,564

166,963

Profit on investment activities

161,548

56,376

-14,564

203,361

Services / recovery of services

2,584

Staff costs

-13,984

Operating expenses

-5,953

Depreciation and amortisation of non-current

assets

-2,658

Profit from operating activities

161,548

56,376

-34,574

183,350

Financial income

2,344

Financial expenses

-628

Profit before tax

161,548

56,376

-32,859

185,066

Tax expenses

-1,543

Profit / (loss) for the year

161,548

56,376

-34,401

183,523

(*) All assets, liabilities, income and expenses that are not directly allocated to a segment are presented in "Others"

The investment in Foyer represents an important part of the section "Dividend income" and "Net gains / (losses) on

financial assets". The investment in Foyer represents more than 10% of the total of profit on investment activities.

126

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

Profit or loss

In thousands of €

Direct

Investments

Investment

Funds

Others (*)

31/12/2022

Dividend income

53,636

4,578

58,213

Net gains / (losses) on financial assets

-13,420

38,008

-16,676

7,912

Profit on investment activities

40,216

42,585

-16,676

66,126

Services / recovery of services

1,498

Staff costs

-14,829

Operating expenses

-6,822

Depreciation and amortisation of non-current

assets

-85

Profit from operating activities

40,216

42,585

-36,914

45,888

Financial income

2,213

Financial expenses

-537

Profit before tax

40,216

42,585

-35,237

47,564

Tax expenses

-1,161

Profit / (loss) for the year

40,216

42,585

-36,398

46,403

(*) All assets, liabilities, income and expenses that are not directly allocated to a segment are presented in "Others"

The investment in Foyer represents an important part of the section "Dividend income" and "Net gains / (losses) on

financial assets". The investment in Foyer represents more than 10% of the total of profit on investment activities.

128

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Geographic segmentation

The following table provides details on segmentation information based on country incorporation.

CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

Profit or loss

In thousands of €

Benelux

DACH

France

Italy

Others 31/12/2023

Dividend income

31,219

3,187

1,837

155

36,398

Net gains / (losses) on financial

27,326

assets

95,062

64,621

-12,802

-7,245

166,963

Profit on investment activities

58,545

98,250

64,621

-10,964

-7,090

203,361

Services / recovery of services

2,584

Staff costs

-13,369

-615

-13,984

Operating expenses

-5,853

-100

-5,953

Depreciation and amortisation of

non-current assets

-2,654

-4

-2,658

Profit from operating activities

39,252

98,250

63,903

-10,964

-7,090

183,350

Financial income

2,344

Financial expenses

-628

Profit before tax

40,968

98,250

63,903

-10,964

-7,090

185,066

Tax expenses

-1,543

Profit / (loss) for the year

39,425

98,250

63,903

-10,964

-7,090

183,523

130

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2022

Profit or loss

In thousands of €

Benelux

DACH

France

Italy

Others 31/12/2022

Dividend income

49,868

6,690

919

738

58,213

Net gains / (losses) on financial

-82,440

assets

-3,426

56,757

59,199

-22,177

7,912

Profit on investment activities

-32,573

3,263

56,757

60,118

-21,439

66,126

Services / recovery of services

1,498

Staff costs

-14,764

-65

-14,829

Operating expenses

-6,764

-58

-6,822

Depreciation and amortisation of

non-current assets

-85

Profit from operating activities

-52,688

3,263

56,634

60,118

-21,439

45,888

Financial income

2,213

Financial expenses

-537

Profit before tax

-51,012

3,263

56,634

60,118

-21,439

47,564

Tax expenses

-1,160

-1

-1,161

Profit / (loss) for the year

-52,172

3,263

56,633

60,118

-21,439

46,403

132

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Staff costs

The following table provides details of staff costs and benefits:

In thousands of €

2023

2022

Remuneration, wages and bonuses

12,913

13,908

Social security contributions

518

455

Supplementary pension plan

552

466

Total

13,984

14,829

As at 31 December 2023, "Remuneration, wages and bonuses" comprised expenses amounting to € 1,094 thousand

relating to the recognition of the stock options attributed to Management and employees in 2023.

In 2022, an amount of

1,780 thousand has been recognised for a bonus for which no provision has been made.

Pension plan

The Group has opted for a defined-contribution pension plan and pays annual contributions to a separate entity (Foyer

Vie). The Group will have no legal or implied obligation to pay additional contributions if said entity does not have

enough assets to cover the benefits corresponding to the services rendered by staff members during the current and

prior periods.

The Group offers defined-contribution pension plans to its employees. Luxempart pays contributions corresponding to

a percentage of the payroll expenses into the retirement scheme in order to fund these benefits. The only obligation

with regard to the retirement scheme involves paying these contributions which are recognised in staff costs.

Premiums are paid annually and recognised directly in the consolidated statement of profit or loss.

Number of employees

The following table indicates the average number of employees over the year:

CATEGORY

2023

2022

Managers

Staff

Total

LUXEMPART ANNUAL REPORT 2023

135

Note 6 - Dividends income

The following table breaks down the dividends received during the year:

In thousands of €

2023

2022

Foyer

29,096

47,842

Atenor

2,005

1,907

Crealis

1,837

919

Others

3,460

7,546

Total

36,398

58,213

Note 7 - Financial income and expenses

FINANCIAL INCOME

Interests and similar income are mainly composed of interests received on deposit accounts with credit institutions

(€1,804 thousand), of coupons received (€ 285 thousand) and of interest on loans to participations (€ 255 thousand).

As at 31 December 2023, they amount to € 2,344 thousand (2022: € 2,213 thousand).

FINANCIAL EXPENSES

In thousands of €

2023

2022

Bank expenses and interest expenses

301

394

Other expenses

327

143

Total

628

537

Bank expenses and interest expenses primarily include interests paid on short-term cash advances (in 2022, they

also included negative interests paid on cash at bank). The other expenses primarily include foreign exchange losses

on current assets.

136

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Note 8 - Current tax expenses

The Group recognises the current tax expenses on the corporate profits as follows:

DETAIL OF TAXES

In thousands of €

2023

2022

Corporate income tax (IRC)

-6

Subtotal income tax expenses

-6

Wealth tax

1,522

1,167

Total

1,543

1,161

The international taxation reform, commonly known as "Pillar Two" and designated to establish a minimum tax rate

of 15 % common to various jurisdictions, has been analysed by Luxempart, that has concluded that the Group does

not fall under the scope of the directive.

RECONCILIATION OF INCOME TAX EXPENSES TO THE ACCOUNTING PROFIT

in thousands of €

2023

2022

Profit before tax

185,066

47,564

Company's average tax rate

24.94%

Theoretical tax expense

46,155

11,862

Effect of non-taxable capital gains

-41,334

-1,973

Effect of non-taxable dividends

-9,078

-14,518

Effect of tax adjustments relating to previous years

-8

Other tax adjustments

4,276

4,631

Total tax expense

-6

LUXEMPART ANNUAL REPORT 2023

137

Note 9 - Intangible and tangible assets

The movements in intangible and tangible assets that occurred during financial years 2022 and 2023 are as follows:

Cost

In thousands of €

Office and

Software computer equipment

Vehicles

Total

as at 31/12/2021

620

129

810

Acquisitions / Disposals

as at 31/12/2022

690

129

880

Acquisitions

1,236

Disposals

-116

as at 31/12/2023

1,810

129

1,999

Depreciation

In thousands of €

Office and

Software computer equipment

Vehicles

Total

as at 31/12/2021

276

129

443

Depreciation / Disposals

as at 31/12/2022

354

129

528

Depreciation

101

108

Disposals

-69

as at 31/12/2023

387

129

568

Carrying amount

In thousands of €

Office and

Software computer equipment

Vehicles

Total

as at 31/12/2022

336

352

as at 31/12/2023

1,423

1,432

138

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Note 10 - Financial assets at fair value through

profit or loss

The following tables provide details of changes in financial assets at fair value through profit or loss in 2022 and 2023:

In thousands of €

Financial assets at fair value

through profit or loss

Fair value as at 31/12/2021

2,015,795

Acquisitions

198,041

Disposals

-243,445

Net gains/(losses) on financial assets

7,912

Fair value as at 31/12/2022

1,978,304

Acquisitions

272,040

Disposals

-123,302

Net gains/(losses) on financial assets

165,732

Fair value as at 31/12/2023

2,292,774

Financial assets at fair value through profit or loss ("AFVPL") are classified into two segments, Direct Investments and

Investment Funds. During the 2023 financial year, the Group invested:

• € 234,329 thousand in Direct Investments mainly in Kestrel Vision, Coutot-Roehrig, Alphacaps, MTWH, and a total

amount of € 44,463 thousand in listed companies (Nexus, Tonies...).

• € 1,595 thousand in Capital at Work portfolio and new bonds portfolio.

• € 36,116 thousand in the Investment Funds activity.

The Group sold:

• shares in Direct Investments mainly of the listed companies for € 81,875 thousand.

• bonds and shares from its Capital at Work and other bonds portfolios for € 41,427 thousand.

The net capital gains realised in 2023 correspond to the value increase since 31 December 2022.

The caption "Net gains/(losses) on financial assets" also include a compensation to be received with regards to the

losses encountered on Pescanova following the criminal trial amounting to € 1,231 thousand.

Assets at fair value through profit or loss are categorised as level 1 and level 3 assets.

LUXEMPART ANNUAL REPORT 2023

139

FAIR VALUE HIERARCHY OF FINANCIAL ASSETS

In thousands of €

Level 1

Level 3

Total

Fair value as at 31/12/2021

279,889

1,735,906

2,015,795

Level transfer

12,284

-12,284

Acquisitions

111,502

86,539

198,042

Disposals

-4,956

-238,489

-243,444

Net gains/(losses) on financial assets

-43,731

51,643

7,912

Fair value as at 31/12/2022

354,988

1,623,315

1,978,304

Acquisitions

46,058

225,982

272,040

Disposals

-123,149

-153

-123,302

Net gains/(losses) on financial assets

-2,438

168,170

165,732

Fair value as at 31/12/2023

275,459

2,017,315

2,292,774

Level 1: Financial assets consist of listed investments, mainly in Atenor, Technotrans, Tonies, Nexus and Capital at

Work portfolio.

Level 3: Financial assets consist of private-equity investments, mainly in Foyer, Armira Holding, Evariste, Crealis, ESG

Elektroniksystem- und Logistik, Kestrel Vision, and Luxempart Capital Partners SICAR.

140

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

LEVEL 3 FINANCIAL ASSETS RISK ANALYSIS

The following table sets out the impacts of changes in non-observable data on the fair value of financial assets.

In thousands of €

Level 3 for financial assets

Valuation tech-

niques

Significant unobservable inputs

Fair value

Impact -10%

Impact +10%

Market multiple

Discount for illiquidity and/or minority

1,263,413

1,156,266

1,350,815

Revalued net asset

The net asset value communicated to the

Group

753,901

685,802

822,000

Total

2,017,314

1,842,068

2,172,815

At 31 December 2023, the valuation methods have not significantly changed since 2022.

Level 3 fair value valuation techniques used

The following table provides information on the methods used according to IFRS 13 to determine the fair value of

financial assets in private equity, as well as the valuation techniques and inputs used.

Valuation techniques

Use of the technique

Significant

unobservable inputs

Relationship of

unobservable inputs

to fair value

Market multiple

Primary valuation technique

used by Luxempart

(in absence of recent

transactions involving an

identical or similar asset)

Discount for illiquidity

and/or minority resulting

from the calibration of the

valuation model

The higher the discount, the

lower the fair value

Revalued net asset

For private equity funds and

any similar structures as

well as investments entities

with assets recognised at

fair value

The net asset value

communicated to the Group

The higher the net asset

value, the higher the fair

value

LUXEMPART ANNUAL REPORT 2023

141

Note 11 - Non-current loans and receivables

The non-current loans and receivables consist of loans and receivables with a maturity of more than one year granted

to a portfolio companies. As at 31 December 2023, they amount to € 62 thousand (2022: € 2,612 thousand) including

an impairment of € 2,550 thousand recorded on a loan. The fair value of the non-current loans and receivables does

not differ significantly from their carrying amount.

Note 12 - Current loans and receivables

The following table provides details of the current loans and receivables:

In thousands of €

2023

2022

Receivable from non-consolidated controlled entity

130

Tax receivables

7,958

6,860

Trade receivables

1,914

703

Accrued interest not yet due

116

342

Other receivables

1,417

Total

11,534

8,068

As at 31 December 2023, Luxempart has claims of € 6,304 thousand against the German tax authorities.

The fair value of short-term receivables does not differ significantly from their carrying amount. The maturity of

current loans and receivables is less than one year.

142

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CONSOLIDATED FINANCIAL STATEMENTS

Note 14 - Capital and share premium

CAPITAL AND SHARE PREMIUM

The authorised capital amounts to € 90,000 thousand.

In thousands of €

2023

2022

Subscribed capital

51,750

Share premium

15,110

Total

66,860

CAPITAL MANAGEMENT

As at 31 December 2023, subscribed capital amounts to € 51,750,000 and is represented by 20,700,000 fully paid-up

shares without designation of nominal value. Each share entitles the holder to a dividend and a vote during General

Meetings.

There are no other share classes or options or pre-emptive rights entitling holders to the issuance of shares of another

class that could have a dilutive effect on the number of shares issued.

The Board of Directors has the authorisation, until the 2024 Annual General Meeting, to buy back own shares. The

accounting par value of the shares bought back, including own shares already previously acquired, may not exceed

30% of the subscribed capital. This own share buyback policy is intended to improve the security's liquidity on the

stock exchange, grant shares to managers, cancel the own shares through a decision of the Extraordinary General

Meeting, or transfer these shares to a new shareholder.

In view of the Group's liquidity, all new investments are funded only from the Company's equity. For investments in

private equity, external debt may be used at the level of the investment.

144

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Note 15 - Reserves and own shares

LEGAL RESERVE

From the net profit of the statutory accounts under Luxembourg GAAP, 5% must be deducted annually to build up

the reserve fund required by Luxembourg law. This deduction will no longer be mandatory when the reserve fund

reaches one-tenth of the share capital.

The legal reserve may not be distributed to the shareholders except in case of dissolution of the Company.

As at 31 December 2023, the legal reserve amounts to € 5,175 thousand (2022: € 5,175 thousand).

OTHER RESERVES

In thousands of €

2023

2022

Consolidated reserves

2,082,621

2,068,556

Special reserve

6,561

9,446

Stock option plan reserve

1,094

3,137

Total

2,090,275

2,081,139

Consolidated reserves

The consolidated reserves are composed of the income accumulated by the subsidiaries since their first consolidation,

as well as some movements related to consolidation entries.

Special reserve

As at 31 December 2023, the special reserve includes the untaxed capital gains from disposal on participations.

These capital gains, recognised in the equity, result from application of Article 54 of the income tax law and are to be

reinvested within two years following the financial year of the disposal. If these gains are not reinvested within this

two-year period, they will be reversed through the consolidated statement of profit or loss and subject to tax The

special reserve may not be distributed to the shareholders except in case of dissolution of the Company

As at 31 December 2023, the special reserve decreased by € 2,885 thousand. The untaxed capital gain hasn't been

reinvested in Luxembourg companies.

Stock option plan reserve

As at 31 December 2023, the stock option plan reserve amounts to € 1,094 thousand. This reserve relates to the

recognition of the stock option attributed to Management and employees in 2023. This expense is recognised under

"Remuneration, wages and bonuses" in the consolidated statement of profit or loss and disclosed in the note 5.

The fair value of the options is calculated according to the Black and Scholes model.

For financial year 2023, the Board of Directors granted 101,166 Luxempart options with an exercise price of € 75.50

per share.

LUXEMPART ANNUAL REPORT 2023

145

The table below summarises the movements of the year:

In thousands of €

Total

Number of options outstanding at 01/01/2023

517,689

Options exercised in 2023

-87,364

Options issued in 2023

101,166

Options buyback in 2023 (see Remuneration report)

-20,000

Number of options outstanding at 31/12/2023

511,491

The average exercise price of options exercised in 2023 is € 51.22.

The table below provides the plan's characteristics:

Tranche

Year Exercise price

Exercise period

Share price when

allotted

Tranche 8

2016

33.99

Oct 2020 - Oct 2024

39.78

Tranche 9

2017

52.61

Aug 2021 - Aug 2025

50.00

Tranche 10

2018

56.50

June 2022 - June 2026

47.80

Tranche 11

2019

52.50

May 2023 - May 2027

53.00

Tranche 12

2020

47.73

April 2024 - April 2028

49.00

Tranche 13

2020

46.00

Januar 2025 - Januar 2029

49.00

Tranche 14

2022

76.29

Januar 2026 - Januar 2032

78.00

Tranche 15

2023

75.50

March 2027 - March 2033

73.00

Dividend growth

2.4%

Historical volatility of share price

18.7%

As at 31 December 2023, 96,825 options can be exercised.

C. OWN SHARES AND RESERVE FOR OWN SHARES

Number of

shares issued

Number of

own shares

Number of

outstanding shares

As at 31/12/2021

20,700,000

574,735

20,125,265

Acquisition and disposals

-34,322

34,322

As at 31/12/2022

20,700,000

540,413

20,159,587

Acquisition and disposals

30,269

-30,269

As at 31/12/2023

20,700,000

570,682

20,129,318

As at 31 December 2023, Luxempart holds 570,682 own shares (2022: 540,413 own shares), amounting to € -22,286

thousand (2022: € -16,714 thousand). The reserve for own shares may not be distributed to the shareholders except

in case of dissolution of the Company.

They were excluded from the diluted weighted-average number of ordinary shares calculation because their effect

would have been anti-dilutive. The weighted average number of shares outstanding as at 31 December 2023 is

20,123,803 (2022: 20,121,560).

146

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Note 16 - Dividends paid

A dividend of € 1.98 gross per share was paid during the first half of 2023 in respect of the 2022 financial year, giving

a total dividend paid of € 39,942,223 (2022: € 1.80 gross per share, giving a total dividend paid of € 36,244,377).

The consolidated financial statements as at 31 December 2023 do not include the dividend that will be proposed to

the Annual General Meeting of 29 April 2024. It was not recognised as a liability in the 2023 consolidated financial

statements.

The Board of Directors proposes an ordinary dividend of € 2.17 gross per share. The payment terms of the dividend

will be communicated during the Annual General Meeting of 29 April 2024.

Note 17 - Non-current provisions

The following table provides details of the non-current provisions:

In thousands of €

2023

2022

Tax provisions

3,623

2,102

Other provisions

185

152

Total

3,808

2,254

The tax provisions relate to income taxes, municipal business taxes and net wealth tax for 2023 and previous years.

LUXEMPART ANNUAL REPORT 2023

147

Note 18 - Current liabilities

In thousands of €

2023

2022

Tax and social debts

791

605

Trade liabilities

7,554

8,790

Other debts

475

586

Total

8,819

9,981

Tax and social debts include amounts owed to the tax authorities for social security contributions. Trade liabilities

and other debts are mainly composed of amounts due to the Group's suppliers and service providers, as part of its

activities. They also include a provision for the 2023 bonuses, that will be paid in 2024.

The fair value of current liabilities does not differ significantly from their carrying amount.

Note 19 - List of subsidiaries

SUBSIDIARIES PROVIDING INVESTMENT RELATED SERVICES,

FULLY CONSOLIDATED

The following table lists all subsidiaries providing fully consolidated investment related services to the Company:

Subsidiary

Place of incorporation

Percentage

held in

31/12/2023 31/12/2022

Percentage

held in

Luxempart Management S.à.r.l

Luxembourg

100.0%

Luxempart Conseil SAS

France

100.0%

Bravo Capital S.A.

Luxembourg

80.0%

Given that Luxempart meets the criteria laid down in Article 70 of the Luxembourg Law of 19 December 2002, its

subsidiaries are exempt from the requirements relating to the publication of statutory annual accounts.

148

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

NON-CONSOLIDATED ENTITIES

Subsidiary

Place of incorporation

Percentage

held in

31/12/2023 31/12/2022

Percentage

held in

Indufin NV

Belgium

40.0%

M-Sicherheitsholding GmbH (Mehler)

Germany

30.0%

Pescahold S.A.

Luxembourg

100.0%

Luxempart Invest S.à.r.l

Luxembourg

100.0%

Pryco GmbH (Prym)

Germany

55.6%

Foyer S.A.

Luxembourg

31.0%

E-Sicherheitsholding GmbH (ESG)

Germany

23.1%

Assmann holding GmbH

Germany

48.6%

49.0%

Efesto Investment S.à.r.l (MTWH)

Luxembourg

23.7%

30.5%

Evariste Holding SAS

France

40.0%

LuxCo Invest S.à.r.l *

Luxembourg

80.5%

Kestrel Vision SAS

France

27.8%

Coutot-Roehrig SAS

France

35.8%

XV Holding GmbH

Germany

38.1%

Luxempart Capital Partners SICAR S.A. *

Luxembourg

100.0%

Quip Holding GmbH

Germany

53.7%

Bravo Capital Partners II SCA-SICAV-RAIF

Luxembourg

45.0%

Bravo Capital Partners SCA RAIF*

Luxembourg

100.0%

Bravo Luxury S.à.r.l (Vesta)

Italy

100.0%

Luxempart German Investments S.A. *

Luxembourg

100.0%

Arwe Mobility Holding (in liquidation)

Germany

50.0%

Rattay Group GmbH

Germany

39.9%

WDS GmbH

Germany

44.0%

Luxempart German Invest II S.à.r.l */**

Luxembourg

100.0%

Luxempart French Investment S.à.r.l *

Luxembourg

100.0%

D'Alba Invest S.à.r.l * (Mirato)

Luxembourg

99.2%

Indufin Capital Partners S.A. SICAR *

Belgium

50.0%

This table lists all entities under the Company's control or significant influence which are measured at fair value

through profit or loss (note 10), as well as their own controlled or under influence subsidiaries. Luxempart neither

provided nor committed to provide financial or other support to any of its non-consolidated subsidiaries.

This table shows the percentage held in the holding companies, that may differ from the percentage held indirectly

in the operational companies.

* These entities are investments entities, such as defined by IFRS 10.

** Luxempart German Invest II S.à r.l. was liquidated in 2023.

LUXEMPART ANNUAL REPORT 2023

149

Note 20 - Main off-balance sheet rights and

commitments

The Group has invested in investment funds through its subsidiary Luxempart Capital Partners SICAR.

The commitments represent amounts the Group has contractually committed in the investment funds but do not yet

represent a cost or asset. It is an indication of committed future cash flows.

The commitments are recognised in the balance sheet at the moment of settlement.

The commitments at the year end do not impact the Group's financial results.

As at 31 December 2023, Luxempart has the following undrawn commitments towards investment funds:

In thousands of €

2023

2022

Undrawn commitments in EUR

137,266

132,748

Undrawn commitments in USD (converted in EUR)

106,946

104,243

Total

244,212

236,991

During the year, Luxempart negociated two confirmed credit lines totalling € 100,000 thousand, of minimum 3 year

tenors. As at 31 December 2023, the credit lines have the following situation:

In thousands of €

2023

2022

Confirmed credit lines

100,000

Amount drawn

Amount undrawn

100,000

150

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Note 22 - Remuneration of the Réviseur

d'entreprises agréé

The following table shows fees paid to the Réviseur d'entreprises agréé.

In thousands of €

2023

2022

Audit services

100

Audit-related services

Tax services

Total

134

154

Audit fees cover the review of the interim consolidated financial statements as at 30 June and the audits of the statutory

and consolidated financial statements as at 31 December. They do not cover work on subsidiaries' financial statements,

which, where applicable, are audited by other auditors. The audit fees are recognised in "Operating expenses" (note 4).

The Réviseur d'entreprises agréé of Luxempart is also the Réviseur d'entreprises agréé of some subsidiaries (Luxempart

Capital Partners, Indufin Capital Partners, Bravo Capital Partners and Luxco Invest). The remuneration of the Réviseur

d'entreprises agréé for these subsidiaries is € 104 thousand (2022: € 83 thousand).

152

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Note 23 - Related parties

Luxempart has various related parties from relationships with entities managed by the Group:

• Subsidiaries (including unconsolidated subsidiaries held at fair value according to the investment entity exemption

of IFRS 10) and other investments

• Management and Directors

The related party transactions were made on terms equivalent to those that prevail in arm's length transactions.

Subsidiaries and investments

Transactions between Luxempart and its fully consolidated subsidiaries, which are related parties of the Company,

are eliminated on consolidation.

Details of related party transactions between Luxempart and its shareholding companies (1) are detailed below.

Consolidated statement of profit or loss (in thousands of €)

2023

2022

Dividends

32,667

51,797

Services / recovery of services

2,081

878

Operating expenses

856

1,204

Financial income

255

1,513

Financial expenses

195

Consolidated statement of financial position (in thousands of €)

2023

2022

Financial assets at fair value throught profit and loss as at 31/12/2022

1,515,370

1,678,515

Movements on Financial assets at fair value throught profit and loss

409,786

-163,146

Financial assets at fair value throught profit and loss as at 31/12/2023

1,925,156

1,515,370

Loans and receivables as at 31/12/2022

2,550

12,730

Movements on loans and receivables

-2,449

-10,180

Loans and receivables as at 31/12/2023

101

2,550

Management and Directors

In thousands of €

2023

2022

Directors' allowances and executive management remuneration

7,476

6,689

(1) Some figures as of 31/12/2022 have been restated to ensure comparability with the figures as of 31/12/2023.

LUXEMPART ANNUAL REPORT 2023

- 153

Note 24 - Financial risks

MANAGEMENT OF MARKET RISK

The Group's major risk is the exposure of its financial assets to market risk. The risk management policy is established

and controlled by the Group Executive Committee, the Board of Directors, and the Audit, Compliance, and Risks

Committee.

Market risk is the risk of loss in value of financial assets. The main risks and uncertainties to which the Group is

exposed relates to the performance of the financial markets (stock markets, comparable transactions, market multiples,

etc.). Luxempart does not systematically sell its participations based on financial market volatility. In principle, the

Group does not use market risk hedging instruments. It nevertheless regularly monitors changes in the value of its

investments.

The investments in companies listed on the stock exchange (mainly stock exchanges of Luxembourg, Brussels, and

Frankfurt) represent 11.9 % of the Net Asset Value as at 31 December 2023 (2022: 16.3%).

MANAGEMENT OF INTEREST RATE RISK

Interest risk is the risk that the interest flow on the financial debt and the gross cash may be affected by an unfavourable

change in interest rates.

As at 31 December 2023, this risk is limited due to the small amount of receivables and payables and by the absence

of financial debts.

MANAGEMENT OF FOREIGN EXCHANGE RISK

The Group invests mainly in positions in the Group's functional currency (EUR).

The portfolio of Luxempart is composed of one investment that is designated in foreign currency for € 18,541 thousand.

This investment represents 0.8% of the financial assets at fair value through profit or loss. No reasonable change in

currency would have an impact on the accounts of Luxempart.

The portfolio of Luxempart Capital Partners is composed of investments in USD which represent 11.9% of the value

of its total financial assets. No reasonable change in currency would have an impact on the accounts of Luxempart.

Therefore, these investments are not hedged against foreign exchange risk because it is not significant.

MANAGEMENT OF CREDIT RISK

Credit risk is the risk that contracted third parties do not meet their commitments towards the Group during transactions

entered into. Credit risk lies not at Luxempart level but at the level of the investments, which are responsible for

managing their credit risk according to the specific terms appropriate for their situation.

In 2023, there was no significant change in relation to the credit risk management. Luxempart minimises its risk

exposure by entering into commitments with financial institutions with a high rating between Aa2 and A-. In order

to minimise any concentration risk, Luxempart diversifies its exposure by working with several banking institutions,

with a maximum to 7.5% of net asset value.

154

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

MANAGEMENT OF LIQUIDITY RISK

Luxempart has € 244,212 thousand undrawn commitments resulting from its investments in funds (note 20).

Management follows the commitments and capital calls on a quaterly basis in order to make further cash available if

necessary. As at 31 December 2023, Luxempart has contracted two credit lines of € 50,000 thousand each. The level

of cash at bank, bank deposits, liquid bonds portfolios and confirmed credit lines is enough to face its commitments.

Given this high level of liquidity, the risk for Luxempart is low.

Note 25 - Post closing events

On 14 March 2024, Luxempart announced having reached a 10% ownership in Nexus AG, our German portfolio com-

pany, listed on the Frankfurt Stock Exchange, and active in the development of hospital software solutions. This

confirms our strong confidence in Nexus' business model and management team, that steadily delivers on its budgets.

LUXEMPART ANNUAL REPORT 2023

- 155

KPMG Audit S.à r.l.

39, Avenue John F. Kennedy

L-1855 Luxembourg

Tel.: +352 22 51 51 1

Fax: +352 22 51 71

E-mail: info@kpmg.lu

Internet: www.kpmg.lu

To the Shareholders of

Luxempart S.A.

12, rue Léon Laval

L-3372 Leudelange

Luxembourg

REPORT OF THE REVISEUR D'ENTREPRISES AGREE

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of Luxempart S.A and its subsidiaries

(the "Group"), which comprise the consolidated statement of financial position as at

31 December 2023, and the consolidated statement or profit or loss, the consolidated

statement of comprehensive income, the consolidated statement of changes in equity and

consolidated statement of cash flows for the year then ended and notes to the consolidated

financial statements, including material accounting policy information and other explanatory

information.

In our opinion, the accompanying consolidated financial statements give a true and fair view

of the consolidated financial position of the Group as at 31 December 2023, and of its

consolidated financial performance and its consolidated cash flows for the year then ended in

accordance with IFRS Accounting Standards as adopted by the European Union.

Basis for opinion

We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23

July 2016 on the audit profession ("Law of 23 July 2016") and with International Standards on

Auditing (ISAs) as adopted for Luxembourg by the "Commission de Surveillance du Secteur

Financier" ("CSSF"). Our responsibilities under the EU Regulation N° 537/2014, the Law of 23

July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the «

Responsibilities of "réviseur d'entreprises agréé" for the audit of the consolidated financial

statements » section of our report. We are also independent of the Group in accordance with

the International Code of Ethics for Professional Accountants, including International

Independence Standards, issued by the International Ethics Standards Board for Accountants

("IESBA Code") as adopted for Luxembourg by the CSSF together with the ethical

requirements that are relevant to our audit of the consolidated financial statements, and have

fulfilled our other ethical responsibilities under those ethical requirements. We believe that the

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

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the consolidated financial statements of the current period. These

matters were addressed in the context of the audit of the consolidated financial statements as

a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Valuation of financial assets

156

LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

a) Why the matter was considered to be one of most significance in our audit of the

consolidated financial statements for the year ended 31 December 2023

Refer to Note 2 Consolidation principles, valuation rules, and accounting standards, Note 10

Financial assets at fair value through profit or loss and Note 24 Financial risks to the

consolidated financial statements.

The Group holds financial assets which are measured at fair value in accordance with IFRS

Accounting Standards as adopted by the European Union. Those financial assets represent

99% of total assets, and 88% of financial assets are investments for which the fair value is not

determined by reference to a quoted price ("non-quoted investments").

For non-quoted investments, the fair value is determined through the application of valuation

techniques in accordance with relevant IFRS Accounting Standards as adopted by the

European Union. The application of valuation techniques involves the exercise of significant

judgment by Management in relation to the choice of valuation technique employed and

assumptions used for the respective models.

The judgement involved and the significance of the amount relative to other captions in the

consolidated financial statements led us to identify the fair value of non-quoted investments,

as key audit matter.

b) How the matter was addressed in our audit

Our procedures over the valuation of financial assets include, but are not limited to:

▪

Gaining an understanding of the Management's process and controls related to

valuation of financial assets.

▪

Assessing compliance of valuation techniques with the relevant IFRS Accounting

Standards as adopted by the European Union.

▪

Verifying key inputs to the valuation models used by Management and checking the

accuracy of the computation of the valuation models.

▪

Obtaining the external expert valuation report used by Management to assess the fair

value of a sample of investments as at 31 December 2023.

▪

For a sample of investments, involving our valuation specialists to inspect valuation

model and challenge key assumptions applied by Management.

▪

Verifying the completeness, relevance and accuracy of the disclosures in relation to

the valuation of financial assets.

Other information

The Board of Directors is responsible for the other information. The other information

comprises the information stated in the consolidated annual report including the consolidated

management report and the Corporate Governance Statement but does not include the

consolidated financial statements and our report of the "réviseur d'entreprises agréé" thereon.

Our opinion on the consolidated financial statements does not cover the other information and

we do not express any form of assurance conclusion thereon.

LUXEMPART ANNUAL REPORT 2023

- 157

In connection with our audit of the consolidated financial statements, our responsibility is to

read the other information and, in doing so, consider whether the other information is materially

inconsistent with the consolidated financial statements or our knowledge obtained in the audit

or otherwise appears to be materially misstated. If, based on the work we have performed, we

conclude that there is a material misstatement of this other information we are required to

report this fact. We have nothing to report in this regard.

Responsibilities of the Board of Directors for the consolidated financial statements

The Board of Directors is responsible for the preparation and fair presentation of the

consolidated financial statements in accordance with IFRS Accounting Standards as adopted

by the European Union, and for such internal control as the Board of Directors determines is

necessary to enable the preparation of consolidated financial statements that are free from

material misstatement, whether due to fraud or error.

The Board of Directors is responsible for presenting and marking up the consolidated financial

statements in compliance with the requirements set out in the Delegated Regulation 2019/815

on European Single Electronic Format ("ESEF Regulation").

In preparing the consolidated financial statements, the Board of Directors is responsible for

assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of accounting unless the Board of

Directors either intends to liquidate the Group or to cease operations, or has no realistic

alternative but to do so.

Those charged with governance are responsible for overseeing the Group's financial reporting

process.

Responsibilities of the réviseur d'entreprises agréé for the audit of the consolidated

financial statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated

financial statements as a whole are free from material misstatement, whether due to fraud or

error, and to issue a report of the "réviseur d'entreprises agréé" that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and

with ISAs as adopted for Luxembourg by the CSSF 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 consolidated financial statements.

Our responsibility is to assess whether the consolidated financial statements have been

prepared in all material respects with the requirements laid down in the ESEF Regulation.

As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016

and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment

and maintain professional skepticism throughout the audit. We also:

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LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

— Identify and assess the risks of material misstatement of the consolidated financial

statements, whether due to fraud or error, design and perform audit procedures responsive

to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis

for our opinion. The risk of not detecting a material misstatement resulting from fraud is

higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control.

— Obtain an understanding of internal control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances, but not for the purpose of expressing

an opinion on the effectiveness of the Group's internal control.

— Evaluate the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the Board of Directors.

— Conclude on the appropriateness of Board of Directors' use of the going concern basis of

accounting and, based on the audit evidence obtained, whether a material uncertainty

exists related to events or conditions that may cast significant doubt on the Group's ability

to continue as a going concern. If we conclude that a material uncertainty exists, we are

required to draw attention in our report of the "réviseur d'entreprises agréé" to the related

disclosures in the consolidated financial statements or, if such disclosures are inadequate,

to modify our opinion. Our conclusions are based on the audit evidence obtained up to the

date of our report of the "réviseur d'entreprises agréé". However, future events or conditions

may cause the Group to cease to continue as a going concern.

— Evaluate the overall presentation, structure and content of the consolidated financial

statements, including the disclosures, and whether the consolidated financial statements

represent the underlying transactions and events in a manner that achieves fair

presentation.

— Obtain sufficient appropriate audit evidence regarding the financial information of the

entities and business activities within the Group to express an opinion on the consolidated

financial statements. We are responsible for the direction, supervision and performance of

the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any significant

deficiencies in internal control that we identify during our audit.

We also provide those charged with governance 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, actions taken to eliminate threats or safeguards applied.

From the matters communicated with those charged with governance, we determine those

matters that were of most significance in the audit of the consolidated financial statements of

the current period and are therefore the key audit matters. We describe these matters in our

report unless law or regulation precludes public disclosure about the matter.

Report on other legal and regulatory requirements

We have been appointed as "réviseur d'entreprises agréé" by the General Meeting of the

Shareholders on 24 April 2023 and the duration of our uninterrupted engagement, including

previous renewals and reappointments, is 3 years.

The consolidated management report is consistent with the consolidated financial statements

and has been prepared in accordance with applicable legal requirements.

LUXEMPART ANNUAL REPORT 2023

- 159

The Corporate Governance Statement is included in the consolidated management report. The

information required by Article 68ter paragraph (1) letters c) and d) of the law of

19 December 2002 on the commercial and companies register and on the accounting records

and annual accounts of undertakings, as amended, is consistent with the consolidated financial

statements and has been prepared in accordance with applicable legal requirements.

We confirm that the audit opinion is consistent with the additional report to the audit committee

or equivalent.

We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014

were not provided and that we remained independent of the Group in conducting the audit.

We have checked the compliance of the consolidated financial statements of the Group as at

31 December 2023 with relevant statutory requirements set out in the ESEF Regulation that

are applicable to financial statements.

For the Group it relates to:

•

Consolidated financial statements prepared in a valid xHTML format;

•

The XBRL markup of the consolidated financial statements using the core taxonomy

and the common rules on markups specified in the ESEF Regulation.

In our opinion, the consolidated financial statements of Luxempart S.A as at 31 December

2023, identified as Luxempart-2023-12-31.zip, have been prepared, in all material respects, in

compliance with the requirements laid down in the ESEF Regulation.

Our audit report only refers to the consolidated financial statements of Luxempart S.A as at

31 December 2023, identified as Luxempart-2023-12-31.zip, prepared and presented in

accordance with the requirements laid down in the ESEF Regulation, which is the only

authoritative version.

Luxembourg, 28 March 2024

KPMG Audit S.à r.l.

Cabinet de révision agréé

Thierry Ravasio

Partner

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LUXEMPART ANNUAL REPORT 2023

CONSOLIDATED FINANCIAL STATEMENTS

Glossary

BUYOUT

A buyout is the acquisition of a

controlling interest in a company

and is used synonymously with the

term acquisition.

DACH

The DACH region refers to the

three Central European countries

of Germany (D), Austria (A), and

Switzerland (CH).

Direct Investments

EBITDA

EBITDA, or earnings before

interest, taxes, depreciation, and

amortization, is an alternate

measure of profitability to net

income. By including depreciation

and amortization as well as taxes

and debt payment costs, EBITDA

attempts to represent the cash

profit generated by the company's

operations.

ESG

Environmental, social, and

governance (ESG) investing refers to

a set of standards for a company's

behavior used by socially conscious

investors to screen potential

investments.

Exposure / Total exposure: NAV +

undrawn commitments

Investment Funds

IRR

IRR, or internal rate of return, is a

metric used in financial analysis

to estimate the profitability of

potential investments. IRR is a

discount rate that makes the net

present value (NPV) of all cash flows

equal to zero in a discounted cash

flow analysis.

MSCI

Acronym for Morgan Stanley

Capital International. The MSCI

Europe Mid Cap Index captures

mid cap representation across

the 15 Developed Markets (DM)

countries* in Europe. With 233

constituents, the index covers

approximately 15% of the free

float-adjusted market capitalization

across the European Developed

Markets equity universe.

NAV

Net Asset Value is the net value of

an investment fund's assets less its

liabilities.

SFDR

Sustainable Finance Disclosure

Regulation

UN PRIS

UN Principles for Responsible

Investment (PRI)

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LUXEMPART ANNUAL REPORT 2023

FINANCIAL CALENDAR

29 April 2024: Annual General Meeting

15 May 2024: Dividend payment

13 September 2024: Half-year results 2024

28 March 2025: Annual Report 2024

publication

ANNUAL GENERAL MEETING

Luxempart's Annual General Meeting

(AGM) will be held on Monday 29 April

2024 at 11:00 pm at the registered office

+352 437 43 51 01

of the Company – 12, rue Léon Laval in

Leudelange.

Information regarding the AGM (including

on how shareholders will be able to

exercise their voting rights and on proxies)

can be found on Luxempart's website

www.luxempart.lu.

Luxempart's shares are traded on the

Luxembourg Stock Exchange.

ISIN: LU2605908552

ESEF ANNUAL REPORT

The official ESEF version of the Annual

Report is available on Luxempart's website.

+ link to the XBRL report updated.

CONTACT

12 rue Léon Laval

L-3372 Leudelange

luxempart@luxempart.lu

www.luxempart.lu

CREDIT PHOTO

Pancake ! Photographie SARL

https://pancake.photo/

Olivier Anbergen

https://www.meltingprod.eu/

DESIGN & REALISATION

www.chriscom.eu

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LUXEMPART ANNUAL REPORT 2023