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Annual Report 2025
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Annual Report 2025
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TABLE OF
CONTENTS
Luxempart at a glance
5
Message to our shareholders
6
Strategy
10
Focus on our activities
12
Focus on our activities
14
Direct Investments
18
Investment Funds
26
Management report
32
Activity & performance
34
Direct Investments
38
Investment Funds
40
Sustainability
42
Our team
46
APM and other information
50
Portfolio
56
Direct Investments
58
Investment Funds
82
Corporate Governance
84
Statement of corporate governance
86
Shares & Capital
87
General Meeting of Shareholders
89
Board of Directors
90
Specialised Committees
97
Group Executive Committee
100
Principles of Corporate Governance
104
Internal control and risk management
106
Remuneration report
110
Consolidated financial statements
116
Statutory annual accounts
160
Glossary
180
2ꢀ -ꢀ LUXEMPART ANNUAL REPORT 2025
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LUXEMPART ANNUAL REPORT 2025ꢀ -ꢀ 3
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4ꢀ -ꢀ LUXEMPART ANNUAL REPORT 2025
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LUXEMPART
AT A GLANCE
LUXEMBOURGISH INVESTMENT COMPANY
€ 2.5bn NAV
AS AT 31/12/2025
STRONG TRACK RECORD
14.5% IRR
+10%
OVER THE PAST 30+ YEARS
STRONG TEAM
~
30
32%
INVESTMENT AND CORPORATE PROFESSIONALS
DIRECT INVESTMENTS
27 lines
40
IN EUROPE
STOCK LISTED, EVERGREEN
30+ years
OF EXISTENCE
STEADY DIVIDEND POLICY
PROPOSED DIVIDEND INCREASE
LARGEST ASSET
OF FOYER GROUP
INVESTMENT FUNDS
BEST-IN-CLASS FUND MANAGERS, EUROPE & US
LUXEMPART ANNUAL REPORT 2025ꢀ -ꢀ 5
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MESSAGE TO OUR
SHAREHOLDERS
JOHN PENNING
MANAGING DIRECTOR
FRANÇOIS GILLET
CHAIRMAN
6ꢀ -ꢀ LUXEMPART ANNUAL REPORT 2025
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Dear Shareholders,
2025 marked a year of renewed momentum for Luxempart.
While the macroeconomic environment remained uncer-
tain and geopolitical tensions continued to weigh on
sentiment, we observed improving market dynamics
and a gradual return of investment activity across our
core markets. Against this backdrop, Luxempart delivered
a good performance and continued to execute its long-
term investment strategy with discipline and conviction.
Our portfolio once again demonstrated the benefits of
diversification and active management. Across both Direct
Investments and Investment Funds, we saw encouraging
operational developments and attractive opportunities
for capital deployment.
GOOD PERFORMANCE IN 2025
In 2025, Luxempart delivered a solid performance with
a Net Asset Value return of 11.3%, reflecting the strength
of our core portfolio companies and the continued resil-
ience of our investment strategy. This performance was
achieved despite an environment that remained uneven
across sectors and geographies.
Direct Investments generated a +14.3% return, driven in
particular by the strong performance of our core holdings.
The insurance sector performed well during the year,
benefiting from a favorable interest rate environment,
and several of our key portfolio companies delivered
solid operational progress.
At the same time, our Investment Funds activity produced
a +9.9% return (+12.2% excluding FX effects). Our expo-
sure to lower mid-market buyout and secondaries funds
continued to demonstrate resilience and generate attrac-
tive results, reaffirming the quality of our fund manager
partnerships.
A DYNAMIC YEAR FOR INVESTMENTS
AND DIVESTMENTS
Investment activity accelerated during the year as market
conditions gradually improved. In total, Luxempart
deployed EUR 165m in 2025, with EUR 92m invested
in Direct Investments and EUR 73m deployed to
Investment Funds. Despite a difficult exit environment,
we were able to generate proceeds of EUR 222m, of
which EUR 81m distributions from our funds.
"Our performance in 2025
reflects both the strength
of our portfolio companies
and the discipline of our
two-pillar investment
strategy, which continues
to position Luxempart for
long-term value creation."
JOHN PENNING
Within Direct Investments, a highlight was the signing in
December 2025 of a EUR 78m investment in Valeara,
a leading ambulatory mental health care platform in
Germany. This transaction, which was closed in January
this year, further strengthens our exposure to the
healthcare sector and illustrates our ability to identify
attractive opportunities in our priority verticals.
Looking ahead, our objective remains to continue build-
ing a focused Direct Investments portfolio of about 15
meaningful holdings, with an average entry equity ticket
of EUR 40m to 75m with the option to increase our posi-
tions over time. This approach will allow us to further
concentrate our capital behind our strongest convictions
while maintaining our ambition of doubling the value
of our investments over a five-year horizon.
LUXEMPART ANNUAL REPORT 2025ꢀ -ꢀ 7
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CONTINUING TO STRENGTHEN OUR
INVESTMENT PLATFORM
Luxempart's strategy remains firmly anchored around
its two complementary investment pillars.
Direct Investments represents 66% of NAV, consisting
of 27 portfolio companies. Within this segment, our 14
core investments account for the vast majority of value
creation, representing 59% of NAV and 90% of the Direct
Investments portfolio. In addition to these core holdings,
we nurture a portfolio of smaller co-investment posi-
tions alongside high-quality partners such as Armira,
Cobepa, Eurazeo, Ekkio and Seven2.
Our Investment Funds portfolio represents 25% of NAV,
with small and mid-cap buyout accounting for the major-
ity of exposure. Venture and growth strategies represent
a smaller portion of the portfolio (5% of NAV) and our
focus lies on further strengthening lower mid cap buyout
and growth buyout.
Besides our core investment in Foyer, across both pillars,
we remain focused on our four priority sectors — health-
care, software, industrials, and B2B services — where we
see strong structural growth and compelling long-term
opportunities.
STRENGTHENING ALIGNMENT
THROUGH AN EVOLVED
REMUNERATION FRAMEWORK
Over the past year, we conducted a comprehensive
review of the incentive framework for our teams to
ensure it remains fully aligned with Luxempart's strat-
egy and long-term objectives.
Starting in 2026, we will implement an updated remu-
neration policy designed to place greater emphasis on
our two-pillar investment model. The new framework
strengthens incentives within both Direct Investments
(excluding Foyer) and Investment Funds, encouraging
teams to further develop expertise and performance
within their respective activities.
"We are pleased that John
who is at the heart of the
execution of our strategy
will take over the leadership
of Foyer Finance, which is
our reference shareholder.
In that role he will
continue to support the
development of Luxempart
and be the guardian of the
entrepreneurial family
culture. For now, John
remains fully engaged
at Luxempart until his
successor is appointed."
FRANCOIS GILLET
On the Investment Funds side, 2025 was a particularly
active year. We took new commitments for EUR 138m,
adding nine new managers to our portfolio across the
United States and Europe. Our Investment Funds total
exposure (NAV plus outstanding commitments) has now
grown to EUR 949m further strengthening this impor-
tant pillar of our strategy. Our exposure to the US dollar
amounts to 6% of NAV but already represents slightly
more than a third of IF total exposure.
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A key element of this evolution is the introduction of
a reinforced long-term incentive component which will
include stock options. This mechanism aims to deepen
the alignment between our teams and our shareholders
by linking a portion of compensation directly to long-
term value creation.
By reinforcing this culture of ownership and long-term
commitment, we believe this new framework will fur-
ther strengthen Luxempart's entrepreneurial spirit and
support the continued execution of our strategy.
A STRONG FINANCIAL POSITION TO
SEIZE OPPORTUNITIES
Luxempart's balance sheet remains a key strength. At
year-end 2025, our liquidities amounted to EUR 212m,
representing 8.4% of NAV.
In addition, we have access to fully committed undrawn
credit facilities, bringing our total available financial
resources to more than EUR 400m. This financial flexi-
bility allows us to remain agile — both in honoring our
commitments to the funds and in pursuing new direct
investment opportunities as they arise.
GOVERNANCE EVOLUTION AND
LEADERSHIP CONTINUITY
In February 2026, we announced the initiation of a
succession process for our Managing Director, John
Penning, as part of a broader governance evolution
within the Group's shareholder structure.
This transition is taking place in a context of stability
and strategic continuity. Once a successor has been
appointed, John Penning will remain closely involved
with the Group as a member of Luxempart's Board of
Directors and will assume the leadership of a newly
created Executive Committee at Foyer Finance SA, the
reference shareholder of Luxempart.
This planned transition forms part of a broader suc-
cession trajectory within the family group and reflects
our commitment to maintaining strong governance and
long-term leadership continuity.
A CONTINUED FOCUS ON
SHAREHOLDER VALUE
We are pleased to announce that our Board of Directors
is proposing a dividend of EUR 2.56 per share, rep-
resenting a 10% increase compared to last year and
corresponding to a dividend yield of 4.1% based on the
year-end share price.
Our entrepreneurial spirit and long-term investment
mindset continue to guide our decisions. In a world
shaped by increasing geopolitical uncertainty, this dis-
ciplined and patient approach is more important than
ever. By partnering with ambitious management teams
and leading investment managers, we aim to continue
creating sustainable value for our shareholders over
the long term.
We extend our sincere gratitude to our Board of Directors
for their guidance and support. We also thank our teams
across Luxembourg, Munich, and Paris for their dedica-
tion and professionalism. Finally, to our shareholders,
we thank you for your continued trust.
We remain fully committed to building on Luxempart's
strong foundations and to capturing the opportunities
that lie ahead.
LUXEMPART ANNUAL REPORT 2025ꢀ -ꢀ 9
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STRATEGY
Values
We are defined by our family roots, driven
by passion and guided by values that have
shaped our success:
∙ Positive alignment with our partners
∙ Resilience in challenges
∙ Honesty and respect for people
∙ Passion for the business
∙ Solution-oriented thinking
∙ Rigor, hard work, and excellence
Mission
Luxempart ambitions to embark on
enthousiastic growth journeys alongside
passionate entrepreneurs and best-in-
class fund managers, bringing great
companies to the next level of their
development.
Focus
We invest in proven companies with
strong market positions, a robust cash
flow generation, and significant growth
potential.
We accompany our partners through
active ownership, helping them achieving
superior growth, organically or through
a buy-and-build strategy.
Our unique presence in France and in
Germany enables to set bridges between
those two large markets, and even further.
Our
Foundations Statement
With a family and entrepreneurial
history dating back more than 30 years,
Luxempart has strongly anchored in its
gene the commitment of value creation
through long-term partnership.
10ꢀ -ꢀ LUXEMPART ANNUAL REPORT 2025
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ONE STRATEGY
LOWER MID-CAP BUYOUT INVESTOR
ACROSS TWO ACTIVITIES
Direct Investments
2/3
1/3
Ticket in private and listed equity
€ 25-100m
Investment Funds
Target commitment
€ 10-25m
GEOGRAPHICAL FOCUS
Mainly in DACH, Belux, France and Italy
GEOGRAPHICAL DIVERSIFICATION
Europe and US
LOCAL CHAMPIONS
Investment in cash-generating companies
with strong market position
INVESTMENT FOCUS
Small to mid-sized buyout, buyout growth,
secondaries, and co-investments
ACTIVE INVESTOR
Minority or majority stake, flexible
investment horizon
PASSIVE INVESTOR
Exposure through leading fund managers
PREFERRED SECTORS
Software, healthcare, industrials, B2B services, financial services
LUXEMPART ANNUAL REPORT 2025ꢀ -ꢀ 11
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LUXEMPART ANNUAL REPORT 2025ꢀ -ꢀ 13
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2,526m
+11.3%
NAV AT 31/12/2025
€ 2.56
-10.6%
DIVIDEND PER SHARE PROPOSED TO THE AGM
€ 212m
LIQUIDITIES AVAILABLE TO INVEST
GLOBAL PERFORMANCE IN 2025
SHARE PRICE PERFORMANCE IN 2025 (EXCL. DIVIDEND)
€ 225m
UNDRAWN CREDIT FACILITIES
FOCUS ON OUR
ACTIVITIES
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FOCUS ON OUR ACTIVITIES
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NAV evolution (in EUR m)
NAV 31/12/2024
2,310.7
Performance
Dividend paid
-46.9
-12.3
+274.1
Operating & financial
result
NAV 31/12/2025
OPEX <1%NAV
2,525.6
Net Asset Value increased by 9.3% during the year, reflecting strong portfolio performance (+11.9%), our dividend paid out
(-2.0%), and our operating & financial result (-0.6%).
Net Asset Value allocation (in EUR m)
31/12/2024
31/12/2025
1,662.5
639.1
Direct Investments ꢀ
Investment Funds ꢀ
Cash & Other
1,530.9
191.9
9.3%
2,310.7
224.0
2,525.6
588.0
As at 31 December 2025, Direct Investments remain the largest component of the portfolio (66% of NAV). Investment
Funds continue to provide diversification across sectors and geographies. The higher cash balance at year-end reflects
recent realisations and provides flexibility to pursue new investment opportunities.
LUXEMPART ANNUAL REPORT 2025
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Share Price and NAV evolution (in EUR)
1992
1995
1998
2001
2007
2010
2013
2016
2019
2022
2025
Share price ꢀ
NAV per share
140
105
70
35
0
Share price IRR (33 years) 15.2% p.a.
-49.7%
While Luxempart's NAV per share has shown strong growth over the long term, the share price declined during 2025,
resulting in a significant discount to NAV at year-end. Management considers this level of discount very high given
the quality of our portfolio and the Group's strong balance sheet.
Long-term performance vs benchmark (%p.a.)
25%
22.8%
20%
15%
10%
8.5%
5%
0%
1 year
11.3%
3 year
15.2%
6.9%
7.4%
5 year
10.1%
10.7%
10 year
4 year
5.5%
5.7%
MSCI Europe Mid Cap Net Return EUR index
LUXEMPART NAV
Luxempart's return is presented on a total return basis, with dividends included.
While the one and three-year performance is below the benchmark, Luxempart's NAV continues to outperform the
MSCI Europe Mid Cap index over the longer term.
16ꢀ -ꢀ LUXEMPART ANNUAL REPORT 2025
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Gross Dividend per share (in EUR)
Dividend per share
3
2.25
1.5
0.75
0
Dividend Yield 2026: 4.1%
1992
1995
1998
2001
2007
2010
2013
2016
2019
2022
2025
Gross dividend per share-recent years (in EUR)
CAGR (20222026): 9.2%
2.56
2022
2023
2024
2025
2026 (Proposed)
3.00
2.50
2.33
2.00
1.98
1.50
1,00
0.50
0.00
2.17
1.80
In line with its policy of targeting annual dividend growth of 8–10%, the Group has continued to increase its dividend
per share. The proposed dividend reflects the Group's consistent value creation and disciplined capital allocation.
LUXEMPART ANNUAL REPORT 2025ꢀ -ꢀ 17
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DIRECT
INVESTMENTS
€ 1,663m
+14.3%
NAV
2+7
3
NEW AND ADD-ONS INVESTMENTS
€ 92m
INVESTED
27
ACTIVE PORTFOLIO LINES
PERFORMANCE
EXITS
€ 141m
PROCEEDS RECEIVED
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FOCUS ON OUR ACTIVITIES
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Positive development of our
Private Equity portfolio (+12.9%
performance), partially driven by
the strong contribution of Foyer
Group in a favourable environment
for insurance companies
Strong performance of our Listed
portfolio (+21.7%), supported
by solid underlying dynamics at
Tonies, Medios and Technotrans
Reinforcements in selected listed
positions in 2025: Atenor, Medios,
Tonies
Strengthening of the French
and German investment teams
April
NEXUS
Divestment and co-investment in Nexus AG,
and delisting of the company end of 2025
May
ENGINEERING SERVICES PLATFORM
Launch of a buy-and-build platform in the
engineering services sector in Germany
June
MARLINK
Exit of our remaining stake in Marlink,
generating a total MoM of 2.4x and an IRR
of 18.6%
IHS TOWERS
Exit of non-strategic position in IHS Towers,
as part of our portfolio streamlining
July
November
ASSMANN
Reinforcement of our participation in
Assmann GmbH and acquisition of a
controlling stake
VALEARA
Signing of a new controlling investment
in German outpatient healthcare provider
Valeara. Closing completed in January 2026
INVESTMENT ACTIVITY HIGHLIGHTS
LUXEMPART ANNUAL REPORT 2025
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DIVESTMENT ACTIVITY
Luxempart exits its Direct Investments once the invest-
ment thesis has been delivered and the company is ready
for its next phase of development. Our divestments
demonstrate our ability to build value over time and
to crystallize it in a disciplined manner, while actively
rotating capital towards new opportunities.
3 EXITS IN 2025
Takeover by TA Associates
Gross proceeds of EUR 123m
1.4x MoM
In April 2025, Luxempart completed
the disposal of its stake in Nexus
following the successful public take-
over bid by TA Associates and the
subsequent delisting of the company.
Since 2022, Luxempart had been
an anchor shareholder of Nexus,
accompanying the company during
a period of strategic acceleration and
European expansion in healthcare
software. The successful execution of
the investment thesis led to a timely
realization.
Exit of the remaining stake
EUR 53.7m total proceeds
2.4x MoM | 18.6% IRR
In 2025, Luxempart exited its
remaining stake in Marlink, com-
pleting a long-term investment cycle
in the satellite connectivity sector.
Over the holding period, Marlink
strengthened its international
footprint and consolidated its posi-
tioning in a structurally growing
market, enabling Luxempart to
realize value successfully.
Exit of the remaining stake
EUR 4.9m proceeds in 2025
In June and July 2025, Luxempart
exited its non-strategic position in
IHS Towers, a telecom infrastructure
company. The divestment followed a
positive share price performance in
the first half of the year and gene-
rated EUR 4.9m in cash proceeds,
allowing the reallocation of capital
to higher-conviction investments.
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FOCUS ON OUR ACTIVITIES
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INVESTMENT ACTIVITY
Luxempart invests with a long-term horizon, partnering
with entrepreneurial management teams and supporting
companies throughout their development and trans-
formation phases. Our investment strategy focuses on
acquiring meaningful positions in resilient businesses
with strong market positioning and scalable business
models. In 2025, the Group continued to deploy capital
actively across new majority investments and selected
portfolio reinforcements.
INVESTMENTS HIGHLIGHTS IN 2025
- Reinvestment alongside new ownership
- Healthcare software in Germany
Following the public takeover of Nexus by TA
Associates, Luxempart reinvested alongside the
new majority shareholder, reaffirming its confidence
in the company's long-term growth prospects. The
reinvestment underlines Luxempart's conviction in
Nexus' strong positioning in the European health-
care software market and its capacity to generate
sustainable value over time.
ENGINEERING SERVICES
PLATFORM
- New majority investment
- Industrial engineering services
In 2025, Luxempart established a new engineering
services platform. Operating in a technically demanding
industrial environment with attractive consolidation
potential, the platform follows a buy-and-build strategy
aimed at creating a leading regional player. As at 31
December 2025, two acquisitions had already been
completed, marking the first phase of its development.
This initiative reflects Luxempart's continued commit-
ment to building scalable platforms with long-term
value creation potential.
- Increase to strategic majority stake
- IT infrastructure & workplace solutions
- DACH-based | Pan-European growth
In 2025, Luxempart increased its stake in Assmann
Group to a majority position, reinforcing its long-
term commitment to the company's development.
Having partnered with the Assmann family since
2019, Luxempart now assumes the role of the lead
shareholder, with the family remaining invested. The
transaction reflects the strong collaboration established
over the years and supports the company's next phase
of organic and external growth.
- New majority investment
- Closing in January 2026
- Healthcare services in Germany
In 2025, Luxempart entered into an agreement to
become the majority shareholder of Valeara, a leading
provider of outpatient mental healthcare services in
Germany. The transaction was closed in January 2026.
Valeara operates an integrated platform addressing the
structural undersupply of mental healthcare services.
This investment further strengthens Luxempart's
exposure to healthcare and reflects its conviction
in long-term structural growth drivers.
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Strong market position
∙ Undisputed insurance market leader in
Luxembourg
∙ Strong position within its international niche
markets
Operating in growing markets
∙ Growth in both core Luxembourg market (average
EU GDP and population growth) and through
exposure to niche markets with ample white space
With a successful diversification in
wealth management
Capital@Work is among the last independent
asset managers in the Benelux
∙ Strong AUM basis over EUR 11bn, steadily grow-
ing (CAGR of c. 6% over the last 5 years)
Strong capitalization
∙ Solvency ratio of 285% (FY25E), largely above
peers (215% on average)
∙ No leverage
Robust and recurring performance
∙ Strong and growing net income, reflecting the
group's positioning in profitable markets, with a
good mix of insurance and investment results
∙ Significant and growing dividend payments
ensuring recurring revenues to Luxempart
INVESTMENT HIGHLIGHTS
FOCUS ON FOYER GROUP
Foyer Group has been the historical asset of the
Luxempart reference shareholders, with a history dating
back more than 100 years. Luxempart holds a 32% stake
into Foyer Group, next to the founding families.
Foyer Group has developed into the leading insurance
company in Luxembourg, providing a full coverage of
insurance products (life and non-life) via its strong net-
work of exclusive agents.
It has over time diversified internationally into niche
insurance markets (e.g. health insurance for expatriates,
cross-border life insurance) as well as into wealth man-
agement, through Capital@Work.
Foyer Group today accounts among the key players
within the Luxembourg financial services landscape,
and benefits from a strong visibility and reputation on
the market.
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FOCUS ON OUR ACTIVITIES
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STRONG TRACK RECORD OF FINANCIAL PERFORMANCE
Net income1 - (in EURm)
2018 2019 2020 2021 2022 2023 2024 2025E
94
103
98
156
147
151
151
185
1.4
Shareholders equity1 - (in EURbn)
2018 2019 2020 2021 2022 2023 2024 2025E
1.1
1.3
1.3
1.2
1.3
1.3
1.6
ATTRACTIVE SHAREHOLDER RETURNS WHILE MAINTAINING STRONG CAPITALIZATION
Foyer
285%
Peer group
215%
Solvency II ratio vs. peer group
Foyer Group FY25E, peer group latest available
Shareholder returns (incl. dividends)
c.15%
IRR SINCE 2018
60%
TARGET DIVIDENT PAYOUT RATIO
1) In Lux GAAP FVO - Fair value option, group share
LUXEMPART ANNUAL REPORT 2025
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FOCUS: LISTED DACH INVESTMENTS
A PRIVATE EQUITY MINDSET APPLIED
TO PUBLIC MARKETS
Luxempart pursues an entrepreneurial, long-term ori-
ented direct investment strategy and applies this also
to listed small- and mid-cap companies in the DACH
region. This segment offers an attractive and often
underappreciated opportunity set, driven by declining
analyst coverage, limited institutional ownership and
persistent valuation discounts relative to large-cap
equities, despite robust fundamentals and compelling
growth prospects.
Our track record as an active anchor shareholder is
evidenced by successful long-term engagements in com-
panies such as Schaltbau AG, Nexus AG, and zooplus
AG – all of which were ultimately acquired by private
equity investors and taken private.
Our strategy bridges the advantages of public market liquidity with private equity-style value creation along three
core pillars:
Significant minority stakes
We typically acquire cornerstone positions
that grant us a meaningful voice and a 'seat
at the table'.
Long-term horizon
We focus on sustainable value creation, deliberately prioritizing long-term outcomes over short-term market volatility.
Active governance
We actively seek Supervisory Board representation to
support management teams in M&A execution, strategic
repositioning, and operational efficiency programs.
MSCI Europe Small Cap vs. Large Cap Premium (+) / Discount () based on EV/EBITDA NTM
80%
60%
40%
20%
0%
-20%
-40%
-60%
Jan
2015
Jan
2016
Jan
2017
Jan
2018
Jan
2019
Jan
2020
Jan
2021
Jan
2022
Jan
2023
Jan
2025
Jan
2024
Dec
2025
Source: Bloomberg data January 29, 2010 – December 31, 2025 (monthly) for MSCI EMU Small Cap Net Return EUR Index (M7EMSC) and MSCI EMU
Large Cap Net Return EUR Index (M7EMLC)
24
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LUXEMPART ANNUAL REPORT 2025
FOCUS ON OUR ACTIVITIES
Not named
Technotrans delivered materially improved
profitability in 2025. This operational turnaround
translated into a share price increase of +84% in
2025, underlining renewed market confidence
in the company's strategy, execution capabilities
and leadership team.
Besides its historical markets, Technotrans is well
positioned to benefit from the strong demand
for data centers, arising from the artificial intel-
ligence boom.
During 2025, tonies made important strategic
progress, most notably with the successful launch
of the second-generation Toniebox, further
strengthening the platform's product offering
and user experience. At the same time, the com-
pany continued to execute on its international
growth strategy, with strong momentum in the
United States, driven by increasing household
penetration and expanding brand awareness.
These developments, combined with improving
operating leverage, contributed to a share price
increase of +43% in 2025.
Nexus was successfully removed from the public
listing in December 2025, following to the take-over
bid realized by TA Associates on the company in
April 2025. This operation shows the attractiveness
and relatively low valuations of small and mid
cap listed companies in the current environment.
In 2025, Medios delivered solid operational
performance, which, together with increasing
investor confidence and positive expectations
surrounding the new management team, resulted
in a share price increase of +10% over the year.
With strengthened governance, a clear strategic
direction and attractive underlying market
dynamics, Medios is well positioned to continue
generating sustainable shareholder value.
LUXEMPART ANNUAL REPORT 2025
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25
Not named
INVESTMENT
FUNDS
€ 639m
+9.9%
NAV
€ 949m
65
TOTAL EXPOSURE
€ 138m
9
NEW COMMITMENTS
€ 74m
CAPITAL CALLED
PERFORMANCE
FUNDS
NEW MANAGER RELATIONSHIPS
€ 81m
PROCEEDS RECEIVED
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LUXEMPART ANNUAL REPORT 2025
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Not named
ACTIVITY HIGHLIGHTS
NAV by Strategy
BUYOUT
70.8%
GROWTH
EQUITY
10.4%
SECONDARIES
8.3%
VENTURE
VENTURE
CAPITAL
10.5%
CAPITAL
€ 639m
NAV b
y Geogr
EUROPE
65.4%
ASIA
2.6%
16.2%
15.8%
€ 639m
Undrawn Commitments by Strategy
BUYOUT
64.3%
GROWTH
EQUITY
18.8%
SECONDARIES 13.4%
3.6%
€ 310m
aph
y
Undrawn Commitments by Geography
EUROPE
34.9%
ASIA
2.6%
NORTH
NORTH
AMERICA
AMERICA
51.1%
ROW
ROW
11.4%
€ 310m
2025 COMMITMENTS
The new commitments reflect the Group's continued focus on technology and software, in line with its long-term investment priorities, while also
addressing areas of relative under-exposure within the portfolio.
Commitments by Geography
Commitments by Strategy
BUYOUT
70.0%
EUROPE
33%
GROWTH
EQUITY
20.1%
SECONDARY
FUNDS
9.9%
NORTH
AMERICA
67%
138m
LUXEMPART ANNUAL REPORT 2025
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27
Not named
NEW COMMITMENTS & MANAGERS
During the year, we have committed EUR 137.6m across eleven Fund Managers, three in Europe and eight in the US:
Banneker Partners
Software
Operationally-oriented, software-focused lower middle-
market investor — Banneker Partners specializes in part-
nering with founders and management teams in the lower
middle market to invest in and grow software companies,
bringing deep operational insight and hands-on support
to accelerate performance.
Bravo Capital Partners
Generalist
Italian SME private equity specialist — Bravo Capital
Partners focuses on acquiring and developing small and
medium-sized Italian companies with strong growth
prospects, often backing building platforms and buy-and-
build strategies in domestic sectors.
BV Investment Partners
IT & Tech-enabled B2B services
Tech-enabled business services & IT investor — Boston-
based BV Investment Partners targets middle-market
opportunities in technology-enabled business services,
software, communications and IT services, combining
strategic investment with operational enhancement.
JMI Equity
Software
Growth equity for software & AI-driven companies — JMI
Equity is dedicated to investing in high-growth software
and AI-enabled businesses with proven models and
recurring revenue, deploying capital and strategic support
to scale operations and maximize long-term value.
K1 Investment Management
Software
High-growth enterprise software buyout partner — K1
is a software buyout specialist that works closely with
management teams of high-growth B2B enterprise soft-
ware companies, applying operational expertise and
AI-led growth strategies to build category leaders.
Marlin Equity Partners
Software
Complex situations across B2B software and tech ser-
vices — Marlin Equity Partners is a US-based private
equity investor known for focusing on special situations
and transformational opportunities across B2B software
and technology sectors, often involving restructuring or
turnarounds.
28
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LUXEMPART ANNUAL REPORT 2025
FOCUS ON OUR ACTIVITIES
Not named
Monterro
Nordics B2B software buyout investor — Monterro
focuses exclusively on buyout investments in B2B soft-
ware companies out of the Nordic countries, backing plat-
forms with strong market positions and growth potential.
RCP Advisors
Generalist
Emerging small-cap private equity platform investor
— RCP Advisors is a private equity platform that concen-
trates on identifying and supporting emerging small-cap
fund managers and investment teams in growing their
capabilities and portfolio exposure.
Silversmith
Technology, Software and Healthcare IT
Growth equity in SaaS, information services & healthcare
IT — Silversmith specializes in growth equity investing
focused on SaaS, information services and healthcare IT
and services businesses, backing companies with scalable
technology and strong growth trajectories.
STG Partners
Software
Software
Software & software-enabled technology services
builder in the US and Europe — STG is a private equity
firm that builds and grows mid-market software and
software-enabled services companies, often through
strategic acquisitions and operational support.
Windrose Health Investors
Healthcare
Healthcare quality & efficiency-focused investor
Windrose Health Investors targets businesses that improve
quality and enhance efficiency in the healthcare ecosys-
tem, backing innovative companies that address systemic
challenges and drive measurable care improvements.
LUXEMPART ANNUAL REPORT 2025
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29
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PORTFOLIO CONSTRUCTION
Annual Commitments by Strategy (in EUR m)
160
140
120
100
80
60
40
2
20
2
0
2016
2017
5
Buyout
Growth Equity
Secondary Funds
Venture Capital - Number of new funds/year
2018
2019
2
12
2020
3
2021
10
2022
2023
10
2024
6
2025
12
Commitments remain predominantly oriented toward buyout strategies, complemented by selective allocations to
growth and secondary funds. Venture exposure reflects legacy positions.
Total exposure by geography (in EUR m)
Europe
North America
ROW
Asia
Total number of funds
1 000
65
900
53
800
47
700
25
600
500
25
400
22
300
13
200
100
0
2016
2017
18
20
2018
2019
2020
2021
2022
37
2023
2024
2025
The portfolio retains a strong European foundation while increasing North American exposure in line with its long-term
geographic diversification strategy. Rest of world comprises funds that act globally, including in the US and Europe.
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LUXEMPART ANNUAL REPORT 2025
FOCUS ON OUR ACTIVITIES
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LONG-TERM PERFORMANCE AND CASH CURVE
Net IRR vs benchmark
Luxempart Investment Funds
Cambridge Associates benchmark
20%
15%
13.7%
10%
5%
4.2%
0%
1Y
9.9%
3Y
10.6%
2.2%
5Y
17.7%
The performance over one-, three-, and five-year periods is measured using the internal rate of return (IRR), calculated
on the basis of cash flows, including capital calls and distributions, as well as the valuation of the portfolio at the
relevant reporting dates. Reported performance includes the impact of foreign exchange movements.
Source: Benchmark data are based on Cambridge Associates and presented net of fees. Returns are shown in EUR as of Q3 2025 and cover buyout,
growth, secondary, and venture capital funds in North America and Europe. Luxempart Q3 2025 NAV weighting per strategy has been applied to derive
the benchmark figures. Vintage year refers to the year of first investment. Data are subject to revision. © 2026 Cambridge Associates. All rights reserved.
Cumulative Capital Invested and Distributed (2021–2025) (in EUR m)
Cumulative paid-in
Cumulative distributions
Cumulative net
400
386
300
200
100
0
3
-100
-200
-300
-400
-383
2021
2022
2023
2024
2025
Over the past 5 years, the program has been self-funded while generating slightly above EUR 350m of value creation.
LUXEMPART ANNUAL REPORT 2025
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32ꢀ -ꢀ LUXEMPART ANNUAL REPORT 2025
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LUXEMPART ANNUAL REPORT 2025ꢀ -ꢀ 33
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ACTIVITY &
PERFORMANCE
MANAGEMENT REPORT
GLOBAL CONTEXT
2025 has proven to be a highly unpredictable year on
many fronts. International trade came under pressure
from new tariffs, while long-standing strategic alliances
were increasingly reassessed. Relationships that had
been built over decades were, at times, tested by short-
term negotiation dynamics. At the same time, efforts to
advance peace talks in the Russia-Ukraine conflict delivered
limited progress. Although geopolitical developments
generated elevated policy uncertainty and market volatility,
concrete outcomes remained constrained, contributing
to a more complex investment environment In such an
environment, wise investors sought to remain disci-
plined, focusing on long-term fundamentals to guide
their investment decisions.
Overall, both the American and European economies
proved relatively resilient, with GDP growth ranging
between 1.5% and 2.0%. Growth was driven by contained
inflation and gradually declining interest rates, follow-
ing policy easing by both the Federal Reserve and the
European Central Bank.
Equity markets, despite heightened volatility, delivered
solid overall returns in 2025. In the United States, per-
formance was largely driven by continued strength in
the technology sector, while European markets regained
momentum on the back of large-scale government
spending programs.
The US dollar, however, weakened materially over the
year amid growing concerns over the country's growing
indebtedness. It depreciated by 13% against the euro,
reaching 1.17 USD/EUR, negatively impacting returns on
US-denominated assets for European-based investors.
LUXEMPART PERFORMANCE
Luxempart achieved a strong second half-year 2025
with an overall performance of +8.6% over the period.
Both Direct Investments and Investment funds con-
tributed positively with returns of +10.4% and +7.3%
respectively.
On the whole year, our NAV increased by +9.3%, crossing
for the first time the EUR 2.5bn bar, at EUR 2,526m, com-
pared to EUR 2,311m at 31 December 2024. Adjusted
for the dividend paid in May 2025, the overall Group's
performance was of +11.3% in 2025; and adjusted for
negative currency effects over the year, our annual per-
formance would have been of +11.9%.
Over a 4-year period, Luxempart has generated an annu-
alised IRR of 5.7%, below our long-term track record. This
can be explained by the difficult environment private
equity has been navigating through since 2022, when
interest rates increased and transaction levels slowed
down. This return still compares favorably to our bench-
mark index, the MSCI Europe Mid Cap Net return index
which generated an annualised IRR of 5.45% over the
same period.
2025 was marked by one large exit of Nexus AG in
April and two smaller disposals (the completion of our
investment in Marlink and the sale of our non-strategic
listed holding in IHS). On the front of new investments,
the acquisition of German mental healthcare platform
Valeara was signed in November 2025, and 12 new
commitments were taken in Investment Funds, primarily
in the US. In total we deployed EUR 165.3m in 2025,
across both activities, while generating EUR 255.5m of
proceeds, fund distributions and income from portfolio
companies (including dividends).
Our Group's financial liquidity stood at EUR 212.1m, or
8.4% of our total NAV, providing flexibility to pursue
attractive opportunities on the market. This liquidity
position is complemented by five committed credit
facilities of EUR 225.0m in total. Those credit facilities
were totally undrawn at 31 December 2025.
Aligned with our long-term investment philosophy, in
2025 we became a signatory to the United Nations-
supported Principles for Responsible Investment (PRI).
34
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LUXEMPART ANNUAL REPORT 2025
Not named
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
2025.
Main KPI (in EUR m)
2025
2024 Variation
Equity (group share)
2,525.6
2,310.7
+9.3%
Net result
260.9
30.5
>100%
The Group equity of Luxempart strongly increased to
EUR 2,525.6m at 31 December 2025, primarily reflecting
the positive performance of our portfolio (EUR +276.6m),
partially offset by our operational expenses, staff cost
and taxes for the year (EUR -17.7m), and the dividend
paid out to our shareholders (EUR -46.9m).
In the statutory accounts of Luxempart (established
under Lux GAAP) the equity increased from EUR
1,210.1m as at 31 December 2024 to EUR 1,230.0m
as at 31 December 2025 and the net result increased
over the same period from EUR 24.2m to EUR 66.9m.
DIVIDEND
The Annual General Meeting of the shareholders held on
28 April 2025 approved the payment of a gross divi-
dend of EUR 2.33 per share. This dividend represented
a total amount of EUR 46.9m for Luxempart in 2025,
which was paid on 15 May 2025. Based on a Luxempart
share price of EUR 70.50 per share as at 31 December
2024, this represented a gross dividend yield of 3.3%
for our shareholders.
The Board of Directors will propose to the Annual General
Meeting on 27 April 2026 to approve the payment of a
gross dividend of EUR 2.56 per share. This represents an
increase of 9.9% compared to prior year. Over a 4-year
period, the annual dividend growth rate stands at 9.2%.
Assuming the approval of this proposal, the dividend
will be payable from 15 May 2026.
OWN SHARES
As at 31 December 2025, Luxempart holds a total of
543,682 own shares which corresponds to 2.6% of the
issued share capital for a book value of EUR 24.0m.
During the year, Luxempart sold 15,500 own shares
for EUR 0.8m, in the context of stock options exercised.
These shares represent 0.1% of the share capital.
The Annual General Meeting of the shareholders held on
28 April 2025 has authorized to buy back up to 30% of
own shares for a price up to EUR 150 per share, for a
5-year term. This authorization will expire at the Annual
General Meeting to be held in 2030.
LUXEMPART ANNUAL REPORT 2025
-
35
Not named
SHARE PERFORMANCE
Luxempart shares are traded on the Luxembourg Stock
Exchange. In order to improve liquidity, KBC intervenes
as a liquidity provider on an independent but remune-
rated basis. It buys and sells on the market in line with
the market movements.
Luxempart share price ended the year 2025 at EUR 63.0
decreasing by -10.6% compared to 31 December 2024,
running counter to the Group's underlying performance.
This share price represents a record high 49.7% discount
to our end-of-year NAV, which management judges
excessive, given the Group's financial liquidity of EUR
212.1m, its 32% stake in highly capitalised and resilient
Foyer Group, and its diversified portfolio.
RECENT POST CLOSING
EVENTS
On 29 January 2026, Luxempart closed a majority
investment (>75%) into Valeara, a German healthcare
provider. Valeara is the only multi-regional outpatient
mental healthcare platform in Germany with over 700
employees serving more than 220,000 patient cases
per annum. The company provides outpatient-focused
services in psychology, psychiatry, and neurology
through an integrated platform of different care settings
and interdisciplinary teams. Genui, the former owner of
Valeara, together with the management team, remained
invested in the company alongside Luxempart.
OUTLOOK
It is difficult to make forecasts for the coming years in
a context marked by persistent geopolitical tensions
and major technological advances, particularly in the
field of AI.
Looking back, it is clear that recent years have been
characterized by a series of shocks and uncertainties —
COVID, the war in Ukraine, trade tariffs, among others.
And yet, the global economy has repeatedly demon-
strated a remarkable capacity to adapt. This encourages
us, with our long-term perspective, to focus on structural
trends beyond temporary disruptions.
In this volatile environment, the key to success is to
invest in strong companies that address clear market
needs, and to acquire them at reasonable valuations,
while maintaining good diversification.
In this respect, our portfolio showed a positive trend
during the second half of 2025, and we are confident
that it can continue on this trajectory in 2026. Foyer
Group remains very well oriented, with a strong posi-
tioning in its core markets. As for our investment fund
program, it is beginning to reach greater maturity, which
should translate into continued strong performance in
the future. Finally, our significant liquidity position ena-
bles us to consider new acquisitions in 2026, depending
on the opportunities that will arise.
True to its principles, Luxempart continues to patiently
build solid foundations for a robust future. We remain
focused on achieving annual returns above 12% and are
fully committed to reaching this objective.
36
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LUXEMPART ANNUAL REPORT 2025
MANAGEMENT REPORT
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LUXEMPART ANNUAL REPORT 2025
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37
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PERFORMANCE
The yearly performance of our Direct Investments
portfolio has been solid in 2025, at +14.3%, composed
of EUR 180.9m of valuation increase and EUR 34.0m
dividends received.
The second half of the year was especially strong, our
portfolio showing a +10.4% increase in value over the
semester. This increase was visible in all our segments
of activities.
Foyer Group showed another strong year-half, both
in its insurance and investment results, leading to a
record year for this company. Its valuation was also
positively impacted by increases in multiples on both
Price to Earnings (P/E) and Price to Book (P/book) ratios
in the European Insurance sector, the sector being well
oriented on the stock markets in 2025.
Our Private equity portfolio also progressed in 2025,
driven by strong operational performances in some of
our larger portfolio companies like Evariste, Alphacaps
or Nexus, and despite the fact that both the economic
fundamentals and transaction environment remained
subdued in Europe. Our portfolio, being mostly local,
has not been impacted too much by the trade tariffs
launched by the US as from March 2025. The general
context and the unpredictability of some measures
however weigh on consumer and investor's confidence,
resulting in reduced levels of investments in many sectors.
Finally, our Listed portfolio performed very well during
the second half of the year, based on strong underlying
operational results at Medios, Tonies and Technotrans,
that were finally reflected in their share prices. On the
full year 2025, our listed portfolio increased by 21.7%,
despite a weak performance of Atenor, that continued
to suffer from adverse market conditions in the con-
struction sector.
Our actual portfolio remains very sound. Our compa-
nies' weighted average EBITDA progressed by 10.4%,
showing good operational performance. Our portfolio
(excl. Atenor) leverage ratio stands at a reasonable 3.0x
EBITDA (from 2.9x EBITDA in pro forma 2024), and our
weighted average valuation multiples stand at 10.6x
EBITDA (vs. 10.7x EBITDA in pro forma 2024).
Our portfolio is composed of 27 companies well diver-
sified across Benelux, Germany, France and Italy, with
exposures to less cyclical sectors such as healthcare,
business services, and financial services, offsetting our
more volatile cyclical industrial holdings. Furthermore,
the portfolio is largely composed of local champions,
which are less exposed to currency volatility or trade
policy uncertainty.
Movement in Direct Investments NAV (in EUR m)
NAV DI 31/12/2024
1,530.9
Valuation effect
Investments
+91.7
+180.9
1,662.5
Exits
-140.9
NAV DI 31/12/2025
DIRECT
INVESTMENTS
38
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LUXEMPART ANNUAL REPORT 2025
MANAGEMENT REPORT
Not named
In April 2025, the already announced take-over bid of
Nexus AG by TA Associates was finalized, generating
gross proceeds of EUR 123m for Luxempart, and a 1.4x
multiple on money invested (MoM).
We exited our remaining stake in the French satellite
company Marlink, realizing EUR 11.7m in proceeds. In
total this investment generated EUR 53.7m, representing
a 2.4x MoM and an IRR of 18.6%.
Finally, we decided to exit from our non strategic posi-
tion in listed telecom company IHS, on the back of a
positive share price increase of this company over the
first half of the year. This sale, realized between June
and July 2025, generated a cash proceed of EUR 4.9m
for Luxempart.
We had an active year in terms of sourcing and new
project build ups in 2025, although some were closed
only early 2026.
In April 2025, we made a EUR 48m co-investment
in Nexus AG, alongside partner TA Associates, as we
decided to keep some exposure on this company in its
take-private journey. Nexus is a company situated at
the crossroads between software and healthcare, two
sectors we like a lot. We believe there is still a lot of
value to be created in this space in the coming years.
And TA Associates is a reputable investor, expert of
software investing we are happy to partner with in this
new chapter of Nexus development.
Mid-2025 we launched a new buy-and-build platform
with partners in Germany, in the business engineering
space. Two first companies were purchased in 2025,
establishing the nucleus for this new buy-and-build
platform.
In November 2025 we announced the signing of an
agreement for the acquisition of a majority stake in
Valeara, the largest multi-regional outpatient mental
health platform in Germany. This deal was successfully
closed on 29 January 2026.
Finally we decided to reinforce our positions in a few
portfolio companies, over the course of 2025: Assmann,
Atenor, Tonies and Medios.
Divestment Investment
activity
activity
LUXEMPART ANNUAL REPORT 2025
-
39
Not named
Our Investment Funds activity performed well in 2025,
generating a 9.9% return for Luxempart.
On an adjusted basis for currency effects, our perfor-
mance would have been higher, at 12.2%, reflecting
the -13.0% depreciation of the USD during the year,
which had a negative impact of EUR -13.2m on our
performance.
This performance was primarily driven by our core
buy-out strategy, which generated a +13.7% return over
the year, supported by a few significant exits within
our mature sponsor-backed funds at valuations largely
exceeding their latest NAVs.
Mature sponsor relationships remain key contributors to
portfolio performance. Our growth equity and seconda-
ries strategies delivered respecively a slightly positive
return, at 4.2% and 2.8%, while venture capital exposures
was negative (-2.7%). Venture exposure relates to legacy
positions and is no longer a focus of new commitments.
In absolute terms, the Net Asset Value of our Investment
Funds increased from EUR 588.0m in 2024 to EUR 639.1m
at year-end 2025.
Over the past decade, Luxempart's investment funds pro-
gram has undergone a gradual evolution in its portfolio
construction, geographic allocation and strategic focus.
Until 2019, commitments were typically characterized
by larger ticket sizes concentrated in a limited number
of funds. While this approach provided meaningful
exposure to high-quality managers, it also resulted in
a higher concentration of NAV, notably within a small
number of large sponsor-backed platforms that remain
significant contributors to the portfolio today.
From 2021 onwards, Luxempart progressively refined its
deployment model. Commitments have been deployed
across a broader set of manager relationships, enhancing
diversification across managers, vintages and strategies.
Annual commitment levels have been managed within
a disciplined pacing framework, supporting portfolio
balance and capital visibility.
INVESTMENT
FUNDS
Movement in Investment Funds NAV (in EUR m)
NAV IF 31/12/2024
588.0
Contributions
+73.7
+58.0
Distributions
-80.6
Valuations effect
NAV IF 31/12/2025
639.1
Undrawn capital
+310.0
949.1
Total exposure
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LUXEMPART ANNUAL REPORT 2025
MANAGEMENT REPORT
Not named
New
Commitments
In 2025, Luxempart committed EUR 137.6m to 12 new funds, of
which 8 were US managers.
Commitments during the year reflect Luxempart's focused investment
approach, maintaining a strong anchoring in Europe while increasing
exposure to the US.
This brings our exposure outside of Europe (US and Rest of World) to
EUR 420m, representing 42% of our total Investment funds' exposure,
compared to 32% at year-end 2024. While historical exposure to
software remained limited, and given the acceleration of Artificial
Intelligence and its potential significant impact on disrupting business
models, we considered it appropriate to selectively increase our
exposure to this vertical, where several of opportunities will arise
in the coming years. We therefore decided to concentrate a larger
share of our commitments on this particular vertical for our cohort
2024-2026, through carefully selected, often heavily oversubscribed
managers, in the US and Europe.
Our total undrawn commitments stand at EUR 310.0m end of 2025.
Undrawn levels are actively monitored to ensure alignment with
projected cash flows and commitment pacing.
Cash
Deployments
The Group deployed EUR 73.7m through
capital calls from its fund commitments in
2025, reflecting a slower deployment pace
across the private equity market compared
to prior years.
The portfolio generated EUR 80.6m in cash
proceeds during the same period, following
significant exits realized within several
mature funds. This represents a 13.8% yield
on our opening balance.
LUXEMPART ANNUAL REPORT 2025
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41
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SUSTAINABILITY
This sustainability statement presents the actions under-
taken over the past 12 months across Luxempart's own
operations and its investment activities.
Over the past several years, Luxempart has progres-
sively integrated sustainability considerations into its
investment and corporate practices. Sustainability is
embedded as a disciplined approach supporting long-
term value creation, effective risk management and the
protection of Luxempart's reputation as a listed invest-
ment company. In 2025, the focus was placed on consol-
idating and formalising existing practices, strengthening
governance and ensuring consistency across the organi–
sation and throughout the investment lifecycle, rather
than introducing new commitments or targets.
This statement reflects Luxempart's pragmatic approach
to sustainability, aligned with its business model, invest-
ment philosophy and long-term orientation.
Key milestones in 2025
2025 marked an important step in strengthening
Luxempart's responsible investment approach, with two
key milestones achieved during the year:
• In March 2025, Luxempart became a signatory of the
United Nations-supported Principles for Responsible
Investment (PRI).
• In parallel, Luxempart approved a comprehensive
sustainability policy, formalising the principles and
practices already embedded across the investment
lifecycle.
These milestones aim to strengthen governance, con-
sistency and transparency, and to provide a recogni–
sed framework supporting disciplined investment
decision-making.
As a PRI signatory, Luxempart aligns with the six
Principles for Responsible Investment, which promote
the integration of environmental, social and governance
factors into investment analysis, ownership practices
and reporting. PRI participation is viewed as a recog-
nised framework to further structure and formalise
existing practices, rather than as a change in Luxempart's
investment philosophy. In this first year of participation,
the focus was placed on internal alignment, training and
the mobilisation of resources across teams, in line with
Luxempart's role as a long-term investor.
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Sustainability embedded across the investment lifecycle
PRE-INVESTMENT
Governance, corporate
responsibility &
reputation risks
Materiality-driven and
proportionate approach
OWNERSHIP
& MONITORING
Priority topics: anti-
corruption, energy
efficiency, fair treatment
Practical tools (surveys,
whistleblowing)
REPORTING
& ENGAGEMENT
Streamlined ESG data
collection
Focus on decision-useful
information
In 2025, Luxempart further strengthened the way
sustainability considerations are embedded across the
investment lifecycle, with a focus on robustness, clarity
and relevance.
Sustainability is integrated primarily as a risk manage-
ment and value protection tool, supporting long-term
value creation. The PRI signature and the approval of the
sustainability policy during the year provided a clearer
framework to formalise practices already in place and to
ensure a consistent approach across teams and invest-
ment situations.
Pre-investment: refined risk & opportunity focus
During the pre-investment phase, sustainability-related
risks, opportunities and impacts (IRO) are assessed
alongside financial, operational and strategic considera-
tions. In 2025, particular attention was paid to IROs
linked to governance, corporate responsibility and reputa-
tion, reflecting their potential impact on downside risk
and long-term value protection.
Sustainability considerations are assessed in a pro-
portionate and materiality-driven manner, tailored to
the specific context of each opportunity. There is no
one-size-fits-all assessment, and materiality remains
a guiding principle, including when analysing exposure
to durable market trends, notably in sectors such as
healthcare.
Ownership and monitoring: clearer priorities
During the ownership phase, Luxempart engages with
portfolio companies on sustainability topics in a manner
consistent with its role as a long-term shareholder.
Building on feedback collected from portfolio compa-
nies, sustainability efforts in 2025 were deliberately
concentrated on a limited number of priority areas, in
order to support relevance, practicality and effective
implementation.
These priority areas included:
• governance and anti-corruption practices,
• energy efficiency where material,
• non-discrimination and fair treatment of employees.
This prioritisation aims to support meaningful actions
and constructive dialogue, allowing Luxempart and port-
folio companies to focus efforts where they matter most.
Reporting & engagement: deeper sustainability
integration
In parallel, Luxempart continued to streamline its ESG
data collection approach to ensure that information
requests remain proportionate and decision-useful.
Several portfolio companies continue to demonstrate
advanced sustainability practices, including the achieve-
ment of Gold and even one Platinum EcoVadis medals.
These examples illustrate how robust governance and
sustainability practices can contribute to operational
resilience, competitive positioning and reputational
protection, while remaining tailored to each business
context.
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SUSTAINABILITY AT CORPORATE LEVEL
At corporate level, Luxempart's sustainability approach
focuses primarily on people and business conduct. These
areas are considered essential to fostering organisa-
tional resilience, managing downside risks and preserving
stakeholder trust.
Pragmatic
Materiality-driven and proportionate
Disciplined
Embedded across the investment lifecycle
Focused
Priorities over broad data exercises
People, talent and culture
In 2025, Luxempart continued to focus on talent reten-
tion, development and employee engagement. Dedicated
training sessions on responsible investment were delivered
across the organisation, alongside a range of other training
initiatives, with a particular focus on governance and IT
security.
Employee engagement was also supported through initia-
tives such as participation in the Jonk Entrepreneuren
programme. Several employees contributed to training
students, and feedback from participants has been very
positive.
Luxempart continued to focus on attracting and recruiting
high-performing candidates at all levels, supporting
long-term organisational resilience and capability build-
ing. Significant work was carried out on the preparation
of a future remuneration framework, with the objective
of better reflecting employees' expectations and sup-
porting retention.
Governance, ethics and best
practices
Governance and business conduct remain key focus areas
for Luxempart. In 2025, work continued on reviewing,
updating and implementing governance frameworks and
internal procedures, with the objective of effective risk
management.
The approach aims to combine robust controls with
pragmatic implementation, ensuring effective risk
management while limiting unnecessary operational
burden. Governance practices are designed to support
regulatory compliance and to protect Luxempart's rep-
utation and the trust of its stakeholders.
Key areas addressed during the year included anti-
money laundering and counter-terrorist financing (AML/
CFT), the dealing code, data protection and informa-
tion security. Relevant policies and procedures were
reviewed and updated where appropriate, and aware-
ness and training activities continued to be delivered
to employees.
Environmental footprint
– first assessment
In 2025, Luxempart conducted its first greenhouse gas
(GHG) emissions footprint assessment at Group level.
This exercise aimed to gain a clearer understanding
of the main sources of emissions associated with the
Company's activities.
As for many private equity and investment firms, travel-
related emissions represent a significant share of the
footprint, reflecting the nature of Luxempart's invest-
ment activities and geographic footprint. While business
travel remains an integral part of Luxempart's work,
existing practices encourage lower-emission options
where they are operationally efficient, notably the use
of rail transport when appropriate.
This first assessment provides a baseline for future
monitoring and supports a more informed approach to
managing Luxempart's environmental footprint over
time.
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OUR TEAM
At Luxempart, we understand that the success of our business relies as much on our investors and portfolio 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:
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
professionalism. This is a pre-requisite to long-lasting
relationships and healthy investments.
In line with our long-term vision, we continue to invest
in the development of our people through structured
career management and initiatives that reinforce team
cohesion and professional excellence.
Team
work
We collaborate closely, sharing our knowledge
and experiences to support each other and
drive the Company's success.
Entrepreneur-
ship
We expect from all to challenge the status quo, propose
new and more efficient ways of doing things, think about
automation and take initiatives.
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STRENGHENING OUR TEAM TO EXECUTE OUR STRATEGY
In 2025, we welcomed on board 4 new joiners, with a particular focus on reinforcing our presence in France and
further supporting the development of our Investment Funds team.
JEMUEL
DURAND
We have welcomed
Jemuel in the DI
France team adding
both private equity
know-how and
entrepreneurial
perspective to the
team.
HIPPOLYTE
DE VIVIES
Hippolyte joined our DI
France team leveraging
his prior experience
in investment banking
and private equity to
support execution and
portfolio monitoring
across French direct
investments.
YOUNESS
ZINOUNE
Youness joined our DI
France team, bringing
strong analytical
capabilities and
transaction exposure
to further support our
investment activities in
France.
GIORGIO
BEZZI
Giorgio came on
board to reinforce
our Investment Funds
team, successfully
converting his
internship into a full-
time position.
BUILDING COHESION ACROSS AN EXPANDING
FOOTPRINT
As we welcome new joiners and as our local offices con-
tinue to grow in importance, reinforcing team cohesion
across our increasingly international footprint became
an even greater priority in 2025. In this context, we
organised an exceptional team-building retreat in
Palma de Mallorca. Over three days and two nights,
the entire team gathered in a setting conducive to both
structured activities and informal exchanges, creating
space for deeper connections beyond daily operational
interactions.
Stepping away from usual professional and personal
constraints allowed for more meaningful dialogue and
strengthened inclusion across profiles, including those
who are naturally more reserved. The feedback was over-
whelmingly positive and confirmed the importance of
investing in shared experiences that foster trust, open-
ness and long-term collaboration across geographies.
In parallel, our Paris office relocated to a dynamic
co-working environment, enhancing our integration
within the local ecosystem and encouraging closer
interaction with potential partners and the broader
investment community.
Throughout the year, our Events working group con-
tinued to organise cross-functional initiatives — includ-
ing social and cultural activities — providing further
opportunities for colleagues to connect outside their
usual work environment and contributing to a strong
and collaborative team culture.
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DEVELOPING TALENT
THROUGH A HOLISTIC
APPROACH
At Luxempart, we approach talent development in a
holistic manner, supporting growth at every stage of the
professional journey. Each year, we welcome between
six and eight trainees across our investment teams, com-
mitting to provide them with a meaningful and demand-
ing learning experience. The feedback we consistently
receive is unanimous: our trainees value the exposure,
responsibility and positive atmosphere. They actively
recommend the experience.
Our development philosophy is primarily rooted in
hands-on learning. From an early stage, team members
are entrusted with real responsibilities and direct expo-
sure to transactions, portfolio work and strategic discus-
sions in investment committees. This learning-by-doing
approach is complemented by targeted development ini-
tiatives tailored to individual needs, as well as broader
functional skill enhancement.
In the same spirit, we promote from within through
a structured and robust annual talent review process.
Promotions are discussed collegially. Our approach prio–
ritises individual progression, skill development and
meaningful contribution, ensuring that career advance-
ment is driven by demonstrated capabilities.
Demonstrating our commitment to internal growth, four team members were promoted in 2025 across both invest-
ment and corporate functions:
"We do not simply invest capital; we partner
with entrepreneurs and management teams,
sharing a long-term vision and supporting them
in building resilient, ambitious businesses."
"I was given significant responsibility and
encouraged to take ownership while having
strong exposure to new deals and hands-on
portfolio work."
"Working across private and public
investments within a single platform has given
me exposure to diverse ownership structures
and market dynamics in a collaborative team
defined by long-term conviction."
"I am pleased to take this new step in my career,
which reflects the trust the company has placed
in me and the support I have received to grow
and further develop my skills."
FELIX
BAUMANN
Investment Director
LUCA
VENTURELLI
Associate
SEBASTIAN
STEIN
Senior Associate
STÉPHANIE
CRAINCOURT
Accounting Manager
We thank them for their engagement and are looking forward to continuing the journey with them!
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APM AND OTHER
INFORMATION
RECONCILIATION BETWEEN IFRS AND REPORTING IN
TRANSPARENCY
The Group makes investments in portfolio companies
directly and indirectly through intermediate "Investment
entities subsidiaries" (Luxempart Capital Partners SICAR
S. A, Luxempart French Investments S.à.r.l., Luxempart
Invest 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 subsidiaries
to understand their operations and results.
The dividends and interest received, the expenses
incurred and other financial information of these
entities are aggregated on one single line in the IFRS
Financial Statements. Moreover, intragroup operations
that would otherwise be eliminated on consolidation
are now presented 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.
REPORTING IN
TRANSPARENCY
Scope of consolidation
Scope of consolidation
IFRS 10
Direct investments
Direct investments
Investments held by
Investment entities
subsidiaries
Investments held by
Investment entities
subsidiaries
Luxempart SA
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
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The tables below present the reconciliation of the IFRS financial indicators and the KPIs used by Management for the
reporting in transparency.
APM reconciliation for the year ended 31 December 2025
Net asset (in EURm)
IFRS
Adjustments
Net asset in
transparency
Financial assets at fair value through profit and loss
2,460.2
Cash in the non-consolidated subsidiaries
-68.7
Other assets and liabilities
-9.7
Discretionary bonds portfolio
-80.1
Investment portfolio
2,301.6
Cash and cash equivalents
63.3
Cash in the non-consolidated subsidiaries
68.7
Discretionnary bonds portfolio
80.1
Financial liquidity
212.1
Other assets and liabilities
2.1
Assets and liabilities
9.7
Other assets and liabilities
11.8
Total equity / Net asset value
2,525.6
0.0
2,525.6
Profit and loss (in EURm)
IFRS
Adjustments
P&L in
transparency
Dividend received
65.0
1.2
66.2
Net gains / (losses) on financial assets
211.6
-1.2
210.4
Result on ordinary activities and tax
-15.7
0.0
-15.7
Profit for the year
260.9
-
260.9
Cash flows (in EURm)
IFRS
Adjustments
Cash in
transparency
Cash/ Financial liquidity
67.8
116.3
184.1
Investments
-165.5
0.2
-165.3
Divestments
159.0
62.6
221.5
Other cash movements
2.0
-30.2
-28.2
Cash / Financial liquidity
63.3
148.9
212.1
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APM reconciliation for the year ended 31 December 2024
Net asset (in EURm)
IFRS
Adjustments
Net asset in
transparency
Financial assets at fair value through profit and loss
2,242.1
Cash in the non-consolidated subsidiaries
-48.0
Other assets and liabilities
-7.0
Discretionary bonds portfolio
-68.3
Investment portfolio
2,118.8
Cash and cash equivalents
67.8
Cash in the non-consolidated subsidiaries
48.0
Discretionnary bonds portfolio
68.3
Financial liquidity
184.1
Other assets and liabilities
0.8
Assets and liabilities
7.0
Other assets and liabilities
7.8
Total equity / Net asset value
2,310.7
0.0
2,310.7
Profit and loss (in EURm)
IFRS
Adjustments
P&L in
transparency
Dividend received
47.6
1.2
48.8
Net gains / (losses) on financial assets
0.2
-1.2
-1.0
Result on ordinary activities and tax
-17.4
0.0
-17.4
Profit for the year
30.5
-
30.5
Cash flows (in EURm)
IFRS
Adjustments
Cash in
transparency
Cash/ Financial liquidity
16.9
155.7
172.6
Investments
-94.0
-58.4
-152.5
Divestments
144.4
31.4
175.7
Other cash movements
0.5
-12.3
-11.7
Cash / Financial liquidity
67.8
116.3
184.1
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OTHER ALTERNATIVE PERFORMANCE MEASURES (APM)
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 (in EUR m)
Reconciliation to IFRS
EBITDA – Earnings
Before Interest, Taxes,
Depreciation and
Amortization
Unit of measurement for
evaluating the operating
performance of an
operating company
As reported in the consolidated
income statement of the portfolio
company
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 /
Global performance
Unit of measurement of
the financial performance
for Luxempart's
shareholders
% of increase of the NAV + gross
dividend paid
At 31/12/2025: (2,526 - 2,311 + 47) /
2,311 = 11.3%
At 31/12/2024: (2,311 - 2,324 + 44) /
2,324 = 1.3%
Equity in the statement
of financial position,
Number of shares in
circulation in note 12
and dividend paid in
note 14
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 / Return1
The return corresponds
to the Value creation
during the period on the
Average invested capital
Unit of measurement of
the value creation of the
activity over one year
(NAV end − NAV beginning
− Investments + Proceeds +
Dividends) / (NAV beginning + 0.5 ×
(Investments − Proceeds))
At 31/12/2025:
DI performance = (1,663 - 1,531
- 92 + 141 + 34) / (1531 + 0.5 x
(92 - 141)) = 14.3%
IF performance = (639 - 588 - 74
+ 81) / (588 + 0.5 x (74 - 81)) = 9.9%
At 31/12/2024:
DI performance = (1,531 - 1,622
- 87 + 140 + 36) / (1,622 + 0.5 x
(87 - 140)) = -0.1%
IF performance = (588 - 509 - 65
+ 36) / (509 + 0.5 x (65 - 36)) = 9.6%
APM cannot be
reconciled to the IFRS
statements as the
components of its
calculation are issued
from the reporting in
transparency, which is
reconciled to the IFRS
statements
1) Change in the calculation of DI and IF performance indicators: During the year, the Group revised the calculation method used for the performance
indicators relating to its Direct Investments (DI) and Investment Funds (IF) activities. This change was made to better align these indicators with the
internal rate of return (IRR) metrics used internally to monitor investment performance and to reflect common market practice. The Group considers
that the revised methodology provides more reliable and relevant information on the financial performance of these activities.
Comparative figures have been restated accordingly to ensure consistency and comparability over time.
LUXEMPART ANNUAL REPORT 2025
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DIRECT PORTFOLIO VALUATION
Luxempart's first strategic pillar is to invest in Direct
Investments, with a particular focus on private compa-
nies. As of 31 December 2025, private equity represents
57.6% of the NAV.
Valuation lies at the core of our investment approach.
Accurate valuation is essential for making informed
investment decisions, facilitating M&A transactions,
securing external financing, and ensuring sound stra-
tegic planning. However, valuing a private company
is inherently complex due to the absence of publicly
traded stock prices, making it more challenging to deter-
mine its fair market value.
This is why Luxempart has long established robust valua-
tion processes and methodologies to ensure compliance
with regulatory and accounting standards. These pro-
cesses are also critical for making investment decisions,
securing fair pricing in M&A transactions, and optimizing
portfolio management.
Our semi-annual portfolio valuation follows a well-struc-
tured process at Luxempart. It starts with gathering the
most reliable profit and loss and balance sheet data from
our portfolio companies, primarily using last twelve
months (LTM) aggregates, sometimes supplemented
with forward-looking elements to account for highly
probable future developments. Once audited financial
information becomes available, our portfolio data is
back-tested for accuracy.
While all valuation models share a common foundation,
they are tailored to the specific characteristics of each
portfolio company from the date of acquisition. This
principle, known as "calibration," minimizes subjective
judgment, ensuring the most objective valuation models
possible and reducing sources of estimation uncertainty.
As part of this process, appropriate discounts for illiquidity
are applied, typically ranging from 10% to 30%, reflecting
the marketability constraints of private investments
and further enhancing the robustness of the valuation
approach. Each model is linked to a market data provider
(S&P Capital IQ), which automates the integration of
market data at each valuation date.
After the investment team establishes the valuation, the
model, results, and documentation undergo a rigorous
multi-level review process. This involves discussions
within the investment team—our best experts on the
company and its market—followed by reviews with the
GEC member responsible, the business control manager
specializing in valuation, the CFO, the entire GEC, and
the Audit, Compliance, and Risk Committee. Additionally,
valuation models and supporting documentation are
reviewed as part of the financial statements external
audit. In addition, every year, we voluntarily engage
an external expert to conduct an in-depth review of
one or more valuation models, further reinforcing our
commitment to rigorous valuation practices.
At the time of an exit, the final sale price provides an
opportunity to back-test our valuation methodology. Our
observations show that, in most cases, the sale price
closely aligns with the latest estimated valuation and is
never significantly lower. In some instances, however,
the final price exceeds our valuation, particularly when
negotiations allow us to secure higher multiples. This
consistency reinforces the robustness of our valuation
approach while demonstrating our ability to capture
upside potential in favourable market conditions.
Our valuation process is fully aligned with IPEV guide-
lines and IFRS 13. It is transparent, consistent over time
and rigorously applied to ensure reliability, objectivity,
and comparability across valuations, providing stake-
holders with a clear and robust assessment of our port-
folio's value. Valuation principles are detailed in Note 2
of the financial statements, while valuation techniques,
significant unobservable inputs, and sensitivity analyses
are disclosed in Note 5.
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MAIN RISKS AND
UNCERTAINTIES
Luxempart faces specific risks due to the nature of its
activities. Each of its investments is exposed to particular
risks, mainly due to the business, location, regulation,
customer base and strategy decisions. The Group mitigates
these risks through disciplined investment processes and
active governance involvement in its major portfolio
companies. A major risk of Luxempart on all levels of the
Group is market risk. All our assets are impacted by the
evolution of financial markets and macroeconomic indi-
cators (stock markets, comparable transactions of peer
companies, valuation multiples, interest rates, inflation,
economic growth and geopolitical developments), which
may directly affect portfolio valuations, exit conditions and
the Group's net asset value.
Given the illiquid nature of our investments, effective
liquidity management is essential to ensuring opera-
tional resilience and flexibility. Luxempart closely mon-
itors cash flow projections across various scenarios to
anticipate potential needs and maintain sound financial
liquidity on our balance sheet. Our liquidity strategy
includes maintaining a target of 5 to 10% of total assets
in readily accessible financial liquidity, comprising cash,
deposit accounts, money market funds and liquid bond
portfolios. To further enhance our liquidity buffer, we
decided to complement this liquidity position with a
program of committed credit facilities, arranged with
multiple banking counterparties providing additional
financial flexibility.
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 note 20 to the
Financial Statements.
OTHER INFORMATION
RESEARCH & DEVELOPMENT
Luxempart does not pursue any research and develop-
ment activities.
BRANCHES
Luxempart does not have any branch.
RESPONSIBILITY
STATEMENT
The Board of Directors and the Group Executive Committee
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 complied
with these obligations.
In accordance with Article 3 of the Luxembourg law
of 11 January 2008, as subsequently amended, on
transparency requirements in relation to information
about issuers whose securities are admitted to trading
on a regulated market, John Penning, in his capacity
as Managing Director of the Company, declares, that
to the best of his knowledge, the annual accounts as of
and for the year ended 31 December 2025, prepared
in accordance with Luxembourg legal and regulatory
requirements, and the consolidated financial statements
for the year ended 31 December 2025, prepared in
accordance with the International Financial Reporting
Standards as adopted 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 Company 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 perfor-
mance of the business and the position of the Company
taken individually, and of the Group, together with a
description of the principal risks and uncertainties that
they face.
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DIRECT
INVESTMENTS
PORTFOLIO
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Direct Investments - NAV per sector
FINANCIAL
SERVICES 46.3%
OTHER 9.6%
B2B SERVICES 18.0%
HEALTHCARE 10.2%
INDUSTRIALS 15.9%
Direct Investments - NAV per geography
BELUX 46.1%
ITALY 6.5%
DACH 26.0%
60
FRANCE 21.3%
Average size top 10 Direct Investments
(excl. Foyer)
31/12/2024
31/12/2025
80
70
50
40
30
20
10
0
EUR 70m
EUR 64m
The top 17 of our companies presented hereafter represent 62.2% of our total NAV
and 94.5% of our Direct Investments NAV.
"Our diversified portfolio,
combining cyclical and resilient
businesses, allows us to
capture opportunities across
market cycles while providing
downside protection. Long-term
partnerships and robust capital
structures enable our companies to
focus on long-term value creation."
PHILIPPE THEISEN, PRINCIPAL
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Registered office
LEUDELANGE, LUXEMBOURG
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 5 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 insurance
for domestic clients. Strong customer centricity thanks
to an extensive network of exclusive agents, and sup-
ported by an extremely strong brand recognition, Foyer
being ranked among the most powerful brands in
Luxembourg;
• Insurance in Belgium: niche insurer marketing its
products exclusively via a network of selected brokers.
Its offer is tailor made to the specificities of its customer
base (e.g. usage-based insurance for short-haul drivers);
• Health insurance for expatriates via Foyer Global
Health provides international health insurance solutions
for expatriates, multinational companies and organiza-
tions of all sizes with employees around the world;
• Life insurance under the freedom to provide services
regime by Wealins is offering cross-border life insurance
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 manager
with strong asset management capabilities (value
investing) and brand name focusing on HNWI from
the Benelux region with a branch network and dedi-
cated relationship managers covering clients in each
country. Capital at Work manages over EUR 11bn AUM
on behalf of its client base.
€ 1.6bn
SHAREHOLDER EQUITY
800
EMPLOYEES
PORTFOLIO
60
-
LUXEMPART ANNUAL REPORT 2025
Not named
Foyer's growth over the last years is attributable to the
following:
• Consistently strong performance of the insurance busi-
ness, that is sustained by a strong local anchorage as
well as years of investment into the Foyer brand and
its 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 market
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 income is expected to increase by
more than 20% to reach EUR 185m driven by solid
operational performance of all business lines and addi-
tionally supported by strong investments results. The
restructuring of Foyer Global Health, which dragged
down last years performance, is complete with the com-
pany being operationally break-even and investing in
operational processes to support future growth.
2025 has also been an important milestone from a
governance perspective with the ongoing renewal of
the management team at Foyer Group (arrival of new
CEO Marie-Hélène Massard and appointment of former
CEO Marc Lauer as chairman of the board of directors)
and Capital at Work (appointment of Jean Ceppetelli as
CEO Capital at Work Luxembourg and Anouk Schouppe
as CEO Capital at Work Belgium) as well as the further
strengthening of the board of directors of Foyer Group.
"Foyer is the undisputed
leader in general insurance
in Luxembourg, benefiting
from a strong reputation
on the market, as well as
from an excellent brand
recognition."
LUXEMPART ANNUAL REPORT 2025
-
61
Not named
PORTFOLIO
Alphacaps is a leading full-service contract
development manufacturing organisation
(CDMO) for nutritional supplements with
production sites in Germany and Belgium.
The group is positioned as a "one-stop-
shop" focusing on vitamins, minerals,
proteins and other supplements. Alphacaps
offers its customers a wide range of
formulations and dosage forms based on
deep know-how, state-of-the-art machinery
and all the required certifications for the
production of food supplements.
LATEST DEVELOPMENTS
In 2025, Alphacaps delivered another year of remarka-
ble growth, supported by its differentiated positioning,
customer-centric approach and continued focus on
product quality and responsiveness to market trends.
The acquisition of the Belgian softgel specialist Lambo
Laboratories further strengthened the group's capa-
bilities and expanded its technological and formulation
expertise. While profitability continued to face some
pressure from elevated input costs, the company none-
theless achieved record levels. Looking ahead, we expect
Alphacaps to maintain its growth momentum in 2026,
driven by a strong demand and the positive impact of
capacity investments.
c. 40
COUNTRIES DELIVERED
7
DOSAGE TYPES OFFERED
Business Sector
INDUSTRIALS
Registered office
AUGUSTDORF,
GERMANY
Investment Year
2023
"We believe Alphacaps is
well positioned to build
on its current momentum
and to translate favourable
market dynamics into
sustained growth."
Percentage of interest
Significant
minority stake
62
-
LUXEMPART ANNUAL REPORT 2025
Not named
Assmann Group is a leading brand owner
and innovator in IT infrastructure, media
and workplace solutions for professional
users. The company offers more than 5,000
products through its own brands, leveraging
its strong digital backbone, best-in-class
processes, efficient logistics and deep
sourcing know-how in Asia.
Luxempart originally acquired a 50% stake
in 2019, entering a co-control partnership
with then-CEO Stephan Assmann. In late
2025, we acquired an additional 10% stake
in Assmann Group from Stephan Assmann.
As a result, Luxempart has become the
majority shareholder and has taken the lead
in supporting the strategic development of
the company.
Our investment thesis is centered on
supporting Assmann Group in accelerating
its next phase of growth by building on
its strong platform. The Company is well
positioned to scale organically and selectively
through M&A by further expanding its pan-
European footprint, broadening its product
portfolio and reinforcing its value proposition
for professional customers.
LATEST DEVELOPMENTS
Despite a still challenging market environment, Assmann
concluded a solid financial year in 2025. International
markets remained resilient, while the German business
faced continued pressure, with a recovery expected in
2026. Gross margin remained strong and at comparable
levels to the prior year, supported by a disciplined sales
approach. Soft topline development and selective operating
investments have weighed on the operating margin,
nevertheless, the company achieved double-digit levels,
underpinned by consistent cost management.
Looking ahead, we expect Assmann to deliver accelerated
growth from 2026 onwards, both at the topline and
profitability level, leveraging its strong market position,
a return to more supportive market conditions and the
positive impact of operating investments starting to
materialize.
Percentage of interest
58.6%
Business Sector
IT, TECHNOLOGY HARDWARE
& EQUIPMENT
Registered office
LÜDENSCHEID,
GERMANY
Investment Year
2019
"We are excited to continue the
journey with Assmann and to
support the management team
in executing our shared growth
ambitions for the company.
Assmann has proven its capacity
to deliver profitable growth in a
challenging market, reinforcing
our confidence in its ability to
capture further opportunities in
2026 and beyond."
LUXEMPART ANNUAL REPORT 2025
-
63
Not named
PORTFOLIO
Atenor is a property developer active in
the residential and office building sector,
with a portfolio of 26 projects accounting
for c. 1,000,000 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
The construction sector remained very challenging in
2025, in a market still characterized by a low level of
transactions and a significant misalignment in pricing
expectations between supply and demand.
In an effort to generate liquidity, Atenor sold certain
assets from its portfolio, in some cases at substantial
discounts, which had a significant impact on the com-
pany's 2025 results.
These disposals were nevertheless carried out with a
dual strategic objective: refocusing the group's activities
more strongly on residential real estate, and rationalizing
the number of countries in which Atenor operates.
These transactions also made it possible to reduce the
group's net debt by EUR -143m in 2025.
1,000,000 sqm
IN DEVELOPMENT
26
LARGE-SCALE & SUSTAINABLE PROJECTS
"Atenor is actively
refocusing its strategy in a
still demanding real estate
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
64
-
LUXEMPART ANNUAL REPORT 2025
Not named
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 48 branch
offices in France, Spain, Italy, Belgium,
Luxembourg, Switzerland, Monaco,
Germany, and in the USA.
LATEST DEVELOPMENTS
Since our investment, Coutot-Roehrig has met its budgeted
targets. In France, strategic recruitment and marketing
efforts have been launched to increase market share,
coupled with a review of internal processes in order to
improve competitivity, and the opening of two offices.
A comprehensive digitalisation project is in progress,
aimed at boosting productivity, streamlining financial
operations, and leveraging Coutot-Roehrig's extensive
digital archive. The group is continuing its international
expansion.
c.€ 94m
SALES
1 billion
SETS OF DATA
"Coutot-Roehrig, the
undisputed leader in estate
genealogy in Europe, is
ideally positioned to leverage
growth opportunities in
France and abroad."
Percentage of interest
35.3%
Business Sector
GENEALOGY AND HEIR SEARCH
Registered office
PARIS, FRANCE
Investment Year
2023
LUXEMPART ANNUAL REPORT 2025
-
65
Not named
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.
LATEST DEVELOPMENTS
A new CEO joined the group in March 2025 and is cur-
rently implementing a new organisation model aiming
to push commercial sales force, strengthen cross-selling
initiatives within the group and continue working on
production optimisation and efficiency.
The situation is expected to remain challenging in 2026
and the group will further strengthen the organisation
over the period.
14
PRODUCTION SITES WORLDWIDE
~
5 bn units
PRODUCED PER YEAR
"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
WINE CLOSURES
Registered office
BODIO LOMNAGO,
ITALY
Investment Year
2020
66
-
LUXEMPART ANNUAL REPORT 2025
Not named
Evariste is a French multi-solutions
infrastructure group organised as a
federation of more than 200 regional
entities with more than 10,000
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 in neighbouring
countries (Italy, Spain, Benelux notably).
LATEST DEVELOPMENTS
In 2025, Evariste delivered solid organic growth fuelled
by strong performances in all divisions, reaching EUR
1.2bn in pro forma revenues. Profitability is in steady
progression versus historical levels.
In 2025, Evariste exceeded its budget, supported by
the dedication and commitment of the federation's
entrepreneurs favoured by stable weather conditions
in Europe. In addition, Evariste continued its buy-and-
build strategy (5 acquisitions in 2025), acquiring French,
Italian, and Belgian infrastructure works and green
spaces companies. Backlog standing at record high level,
covering over a year of revenues.
~
€ 1.2bn
TOTAL PRO-FORMA SALES
"Evariste is well positioned
to capture future growth
prospects on large,
acyclical, and growing
underlying markets fuelled
by very favourable long-
term environmental,
business and social trends."
Percentage of interest
44.6%
Business Sector
INFRASTRUCTURE SERVICES
AND GREEN SPACES
Registered office
MAUREPAS, FRANCE
Investment Year
2021
LUXEMPART ANNUAL REPORT 2025
-
67
Not named
iM Global Partners 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 and supports
their commercial development. iM Global
Partners earns revenues through partner's
dividends and through distribution fees
generated by its own platform. As of today,
iM Global Partners is backing 9 partners,
mainly in the US.
iM Global Partners' 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) and investments
opportunities in new Partners.
LATEST DEVELOPMENTS
In 2025, iM Global Partners refocused its activity on
core asset management by exiting wealth management
activities. The disposal of Litman Gregory (100% owned
by IMGP since 2021) to Beacon Pointe was formally
closed on 31 December 2025.
iMGP continued to support the inorganic growth ambi-
tions of Polen and APA, two existing partners in their
strategic expansion.
Organically, the company has also been instrumental
to its partners, actively supporting their commercial
development by bringing them a record high level of
AuM inflows over 2025.
c. USD 46bn
AUM
2
INORGANIC GROWTH PROJECTS
"iMGP continues to
roll-out its synergetic
& diversified model."
PORTFOLIO
Percentage of interest
6.8%
Business Sector
FINANCIAL SERVICES - ASSET
MANAGEMENT
Registered office
PARIS, FRANCE
Investment Year
2021
68
-
LUXEMPART ANNUAL REPORT 2025
Not named
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.
Kestrel relies on its must-have container
and filling inspection systems and enjoys
incumbent advantages from its large
installed base.
LATEST DEVELOPMENTS
Momentum is still lacking in the glass segment, with glass-
makers reducing capex given the economic environment.
However, Kestrel saw a positive year on the metal can
segment through its Pressco subsidiary. The PET filling
segment remains active and management is working on
strengthening Filtec's capabilities.
The group has initiated a reallocation of resources from its
historical glass activity towards metal can and PET teams
in order to fully capture the growing popularity of these
materials. Management is strongly focused on the complete
integration of American companies and has initiated addi-
tional cost-savings measures to ensure the group preserves
its resilience. Thanks to its wide installed base and these
strategic initiatives, Kestrel will be ideally positioned to
benefit from the market recovery.
> 100
COUNTRIES - PRESENCE WORLDWIDE
> 700
EMPLOYEES
Percentage of interest
27.8%
Business Sector
PACKAGING INSPECTION
Registered office
SAINT-GENIS-LAVAL,
FRANCE
Investment Year
2023
"We are confident that Kestrel
Vision will continue overcoming
challenges and seize new
opportunities thanks to its
flexible operating model and its
diversification by geography,
material, and inspection type."
LUXEMPART ANNUAL REPORT 2025
-
69
Not named
Medios is a leading specialty pharma
company in Europe focused on wholesale
of specialty pharmaceuticals and the
compounding and supply of patient-
specific therapies. The company plays a
crucial role in providing high-cost, often
individualized medications to patients with
chronic and rare diseases, such as cancer
and hemophilia. With approximately 1,000
employees, Medios operates 10 state-
of-the-art GMP-certified laboratories, 3
warehouses, and 21 pharmacies in the
Netherlands. By combining expertise in
pharmaceutical logistics and personalized
medicine, Medios is shaping the future of
specialty pharma with a commitment to
quality, safety, and innovation.
LATEST DEVELOPMENTS
2025 continues to be a strategically important and
operationally strong year for Medios. The integration
of Ceban is progressing well, with the International
Business segment now a meaningful contributor to
group performance and the international platform fur-
ther taking shape.
Revenues for the first nine months increased by 9.2%
to EUR 1.53bn, including 4.5% organic growth, with Q3
delivering a record quarterly revenue of EUR 538m.
EBITDA pre rose disproportionately by 26.1% to EUR
70.4m, resulting in a margin expansion to 4.6% (9M-24:
4.0%).
The Pharmaceutical Supply segment grew by 4.1%,
while Patient-Specific Therapies increased by 2.8%. The
International Business segment (Ceban) contributed EUR
124m in revenue and EUR 22.0m in EBITDA pre. Free
cash flow (pre M&A) strengthened significantly to EUR
47.9m, while net debt decreased to c. EUR 100m, cor-
responding to a modest leverage ratio of around 1.1x.
+9.2%
REVENUES INCREASE2
4.6%
EBITDA PRE MARGIN2
"By prioritizing margin quality,
cash flow generation and
disciplined execution, Medios
continues to strengthen the
foundation for long-term
shareholder value creation."
PORTFOLIO
Percentage of interest
15.05%1
Business Sector
HEALTHCARE
Investment Year
2024
Listed on
FRANKFURT STOCK EXCHANGE
ISIN: DE000A1MMCC8
Registered office
BERLIN, GERMANY
1) as per latest voting rights notification (23/08/2024)
2) 9M 2025 numbers, FY25 final figures to be released on 26/03/2026
70
-
LUXEMPART ANNUAL REPORT 2025
Not named
Mirato Group is a leading Italian producer
and distributor of personal care products.
The group has a diversified portfolio of
20 brands and through its subsidiary Mil
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 >550 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, 2025 has been a successful year in
terms of growth and profitability. Mirato successfully
defended its market share and remains the largest Italian
private label producer of soaps and gels. In addition,
the group is increasingly capitalizing on international
opportunities and entering new markets through stra-
tegic partnerships.
> 80
COUNTRIES PRESENCE
"Mirato remains an attractive
and structurally resilient group
with strong profitability and
cash generation, a diversified
client base and an international
presence."
Percentage of interest
15.8%
Business Sector
CONSUMER GOODS
Registered office
LANDIONA, ITALY
Investment Year
2013
LUXEMPART ANNUAL REPORT 2025
-
71
Not named
PORTFOLIO
MTWH is a leading group of Italian
companies manufacturing high quality
metalware accessories for luxury fashion
brands. At the end of 2025, the group is
composed of 6 main companies:
• Metalworks: platform nucleus founded in
the 1960s,
• FGF: zamak component specialist,
• Mengoni & Nassini: brass accessories
manufacturer,
• Fixo: producer of low tonnage metal,
• Metalstudio: Florence-based manufacturer
of brass, steel, and zamak accessories for
leather goods and shoes,
• Florenradica: specialist for wood-accessories
and 3D printing.
The group is one of the few integrated
players covering the entire value chain from
product development, industrialisation,
and production to finishing, operating in a
closed ecosystem in Italy.
LATEST DEVELOPMENTS
In 2025, MTWH significantly advanced its platform
development, with continued progress on operational
integration across the group.
Despite a challenging market environment, MTWH
demonstrated resilience and successfully defended its
strategic positioning with key customers.
In addition, the group reinforced its management team
with the appointment of a new CFO with strong financial
and operational experience.
3
SUCCESSFUL ACQUISITIONS
110
COLLABORATIONS WITH LUXURY BRANDS
"MTWH successfully
defended its market position
as leading supplier to the
luxury fashion industry."
Percentage of interest
23.7%
Business Sector
INDUSTRIALS / LUXURY
FASHION ACCESSORIES
Registered office
CASTELLI CALEPIO,
ITALY
Investment Year
2022
72
-
LUXEMPART ANNUAL REPORT 2025
Not named
With annual group revenue exceeding EUR
280m and c. 1,900 employees, Nexus ranks
among Europe's top healthcare software
providers, offering hospital information
systems (HIS) and diagnostics software
(DIS). Founded in 1989 and headquartered
in Donaueschingen, Germany, Nexus
serves over 11,000 customers across
42 countries. Customer groups include
hospitals, rehabilitation centres and nursing
homes. Recurring revenue is supported
by a strong maintenance and subscription
base. Geographically, Germany contributes
the majority of revenue, while a significant
share is generated internationally, with
Switzerland, the Netherlands and Poland
among the key foreign markets.
LATEST DEVELOPMENTS
Nexus increased revenue by 10.4% to EUR 288.7m in
2025 (2024: EUR 261.5m), driven by strong demand in
core markets. Profitability remained strong, with EBITDA
rising 30.5% to EUR 75.2m, corresponding to a margin
improvement to 26.1% (2024: 22.1%). Operating cash
flow increased significantly by 38.6% to EUR 71.4m,
reflecting continued operational efficiency and strong
cash conversion.
Strategically, Nexus continued to strengthen its European
footprint through targeted acquisitions, including majority
stakes in Medical AI Analytics & Information GmbH,
CRITEX GmbH, RedLine Software GmbH, easyDOK AG
and ICT Healthcare Technology Solutions B.V. These
transactions expand capabilities in AI-supported appli-
cations and healthcare IT services, while reinforcing the
company's international positioning and product depth.
In 2025, TA Associates completed its voluntary public
takeover bid for Nexus. Following completion of the
transaction, TA initiated a squeeze-out process to acquire
the remaining minority shares. Subsequently, the com-
pany was delisted from the Stock Exchange. Luxempart
remains invested alongside TA with a small co-invest-
ment stake.
+10.4%
GROUP SALES
26.1%
EBITDA MARGIN
"Nexus has delivered another
period of strong growth and margin
expansion in 2025, reinforcing
our confidence in the company's
execution capabilities and resilient
business model."
Percentage of interest
SMALL CO-INVESTMENT
STAKE
Business Sector
HEALTHCARE SOFTWARE
Registered office
DONAUESCHINGEN,
GERMANY
Investment Year
2022
LUXEMPART ANNUAL REPORT 2025
-
73
Not named
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 2025, the company performance remained in line
with the one delivered in 2024, despite the US tariffs
introduction as well as the negative EUR/USD FX impact,
notably thanks to positive results in US and Europe.
As part of its strategic expansion, Salice acquired
Villes2000 in October 2025, a manufacturer of inno-
vative sliding systems for furniture and interior doors.
This acquisition further expands Salice's portfolio with
additional R&D and industrial synergies.
Looking ahead, under the leadership of its CEO, Salice
remains focused on executing its strategic roadmap
with three key priorities: (i) optimising its organizational
structure, including manufacturing processes and sales
operations (ii) accelerating innovation and expanding its
product portfolio to enhance competitiveness, potentially
through targeted acquisitions, and (iii) strengthening
control and support functions to drive long-term growth
and operational excellence. These initiatives reflect
Salice's ongoing commitment to continuous improve-
ment and long-term success.
3
PRODUCTION SITES IN ITALY
11
FOREIGN SUBSIDIARIES
"Salice is well-positioned
to accelerate its
expansion, benefiting
from the momentum of
its recent operational
enhancements."
Percentage of interest
6.9%
Business Sector
INDUSTRIALS/ FURNITURE
COMPONENTS
Registered office
NOVEDRATE, ITALY
Investment Year
2022
74
-
LUXEMPART ANNUAL REPORT 2025
Not named
Created in 1985 and based in the Paris
region, 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
Sogetrel reported activity growth in 2025, managing
well the expected decline of legacy telecom network
roll-out activities from the "Plan Très Haut Débit" (i.e.
fiber roll-out programme in French rural areas), which
were positively offset by the progression of the different
growth initiatives and notably electrical engineering,
and IT services.
Sogetrel is pursuing its transformation plan with the
continuous progression of recurring revenues in the
mix over "built" revenues. The transitioning from fibre
installation activities to high growth segments is well
underway.
In December 2025, Sogetrel acquired Ewolve, a French
digital transformation consulting firm. The group continues
to actively source M&A opportunities to accelerate the
diversification of the mix.
> € 700m
SALES
≥ 5%
EBITDA MARGIN
"Sogetrel is well engaged
to successfully execute its
transformation plan."
Percentage of interest
10.2%
Business Sector
TELECOM NETWORKS, IT
SERVICES & SMART CITY
Registered office
ISSY-LES-MOULINEAUX,
FRANCE
Investment Year
2021
LUXEMPART ANNUAL REPORT 2025
-
75
Not named
PORTFOLIO
Technotrans is a globally recognized
leader in customized thermal management
solutions, providing tailored applications
across various industries. Originally a
supplier for printing-press manufacturers,
the company has evolved into a highly
diversified, internationally leading provider
of cooling solutions for end markets such
as plastics processing, laser/ machine
tools, energy management and healthcare/
analytics. Its technology portfolio (76% of
9M-25 sales) is complemented by a higher
margin service and spare parts business
(24%). With c. 1,500 employees and 17
locations worldwide, Technotrans generates
sales mainly in Germany, Europe, the
Americas and Asia.
LATEST DEVELOPMENTS
2025 marks a clear step-up in performance for Technotrans
compared to 2024, driven by improving market demand
and operational progress. In the first nine months of 2025,
revenue increased by 4.6% to EUR 183.5m, while EBIT
rose disproportionately by 68% to EUR 12.8m, lifting
the EBIT margin to 7.0% (9M-24: 4.3%). The improve-
ment reflects stronger volumes in key markets, a more
favourable product mix and successful implementation
of cost and efficiency measures.
Growth was primarily fuelled by the focus markets Energy
Management (+11%), Healthcare & Analytics (+40%), and
Print (+8%), while Plastics (-2%) and Laser (-9%) remained
weak. Follow-up orders in data center cooling and e-bus
applications highlight traction in structurally growing end
markets. A book-to-bill ratio of 1.1x signals stable demand
momentum.
At the 2025 Capital Markets Day, Technotrans presented
its "Ready for Growth 2030" strategy, targeting >EUR
350m revenue and a 9–12% EBIT margin by 2030. Growth
is expected to be driven primarily by Energy Management
and data center cooling, with Energy Management set to
become the largest division. The margin uplift is expected
to be based on scaling effects, portfolio optimization and
efficiency gains throughout the value chain.
€ 184m
GROUP SALES2
7.0%
EBIT MARGIN2
Percentage of interest
20.1%1
Business Sector
INDUSTRIALS
Registered office
SASSENBERG,
GERMANY
Listed on
FRANKFURT STOCK EXCHANGE
ISIN: DE000A0XYGA7
Investment Year
2016
1) as per latest voting rights notification (08/03/2022)
2) 9M 2025 numbers, FY25 final figures to be released on 24/03/2026
"The emergence of Energy
Management as a leading division,
combined with a resilient and
expanding service base, positions
technotrans to achieve disciplined,
balanced value creation driven by
growth and operational leverage."
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Not named
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 10 million
Tonieboxes and 134 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 1,300 Tonies figurines
in several languages.
LATEST DEVELOPMENTS
In 2025, Tonies delivered another year of strong, profi–
table growth, with group revenue reaching EUR 630m,
representing a 31% year-over-year increase. All regions
recorded double-digit growth, with North America
remaining the largest market at around EUR 276m, and
the DACH region contributing approximately EUR 214m,
both demonstrating sustained momentum.
Growth was driven by continued international expan-
sion, portfolio innovation, and strong seasonal demand,
supported by the successful launch of the Toniebox 2,
which enhanced the platform's functionality and appeal.
The year's performance also reflected the strength and
resilience of Tonies' global operating model amid a
dynamic tariff and supply-chain environment.
At the same time, Tonies converted strong revenue
momentum into enhanced earnings quality, delivering
a record adjusted EBITDA margin of around 8.5%, at the
upper end of guidance, reflecting improved operating
leverage, efficiency gains, and a beneficial product mix.
+31%
GROUP SALES
+31%
SALES IN NORTH AMERICA
"With over 30% revenue growth
and a record adjusted EBITDA
margin at the upper end of
guidance, Tonies once again
demonstrated the resilience and
scalability of its business model."
Percentage of interest
<5%
Business Sector
CONSUMER ELECTRONICS
Registered office
DÜSSELDORF,
GERMANY
Listed on
FRANKFURT STOCK EXCHANGE
ISIN: LU2333563281
Investment Year
2019
LUXEMPART ANNUAL REPORT 2025
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77
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AEB Group 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 2025, AEB operated in a more challenging market
environment, particularly within the global wine indus-
try, where harvest volatility and softer demand in cer-
tain geographies weighed on volumes.
While the wine segment experienced temporary pres-
sure in some regions, AEB benefited from the relative
stability of its beer, cider and food-related activities, as
well as the recurring nature of its sanitation business.
During the year, management implemented operational
efficiency measures focused on cost optimisation, organ-
isational simplification and enhanced procurement and
logistics processes.
Looking ahead, AEB remains focused on (i) reinforcing
its leadership in wine ingredients in key producing
regions, (ii) expanding further in beer, cider and spirits
to diversify end-markets, and (iii) pursuing targeted
bolt-on acquisitions to strengthen its product portfolio
and geographic reach.
Addguests is the European leader in online
bookings for outdoor accommodations.
Blending tourism and technology, the group
lists around 4,500 establishments in 10
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. Their
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
In 2025, Addguests consolidated its position as a market
leader in the distribution of outdoor accommodations,
reaching more than EUR 200m of Gross Merchandise
Value. France remained by far the top destination, fol-
lowed by the Benelux region and Germany. Despite a chal-
lenging environment, Addguests successfully contained
its SEA costs, optimised its IT platform and finalised the
integration of BungalowBooker. The company delivered
a strong improvement in profitability and extended the
maturity of its debt through the raise of EUR 10m of new
financing from Sienna Capital. Addguests continues to
invest in its platform to grow its catalogue and product
offering while increasing its European reach.
Business Sector
INDUSTRIALS/
INGREDIENTS
Business Sector
HOSPITALITY
Percentage
of interest
6.3%
Percentage
of interest
11%
Investment Year
2019
Investment Year
2018
Registered office
BRESCIA, ITALY
Registered office
FRANCE
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PORTFOLIO
Not named
FX Solutions is a medical technology
company specializing in the design,
manufacturing, and commercialization
of orthopedic shoulder implants and
surgical instruments. Founded in France
and headquartered in Viriat, the company
focuses exclusively on shoulder surgery and
has developed a comprehensive portfolio
of prostheses addressing both degenerative
conditions (such as arthritis) and trauma-
related injuries. The company has presence
in France and in the US but operates
also globally via a network of expert
distributors.
LATEST DEVELOPMENTS
FX Solutions delivered a very strong performance in
2025 despite a difficult macroeconomic environment
and the shutdown in the United States, which negatively
impacted surgery volumes. The company continued to
generate double-digit sales growth. France and the US
markets remained strong, with sustained increases in
sales and further gains in market share. This momentum
enabled FX Solutions to continue investing in new products,
improve existing ones, and penetrate new markets.
Business Sector
HEALTHCARE
EQUIPMENT
Percentage
of interest
19%
Investment Year
2017
Registered office
FRANCE
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 2025, Pflegebutler further professionalized its organiza-
tional and operational setup. The management team was
strengthened through the appointment of a new CFO,
complemented by a continued expansion of the opera-
tional leadership structure to support the growing plat-
form. In addition, the HR organization was significantly
enhanced, including the implementation of Workday as
a central tool to improve recruiting processes, trans-
parency, and scalability across the group.
Operationally, Pflegebutler achieved >10% sales growth
driven by organic expansion, including the opening of
1 new houses with 132 additional rooms/apartments.
Throughout the year, management focused on stabilizing
operations, strengthening central functions, and laying
the groundwork for sustainable future growth. Entering
2026, the strategic emphasis remains on further opera-
tional excellence and disciplined expansion in line with
Pflegebutler's long-term consolidation strategy.
Business Sector
HEALTHCARE
Percentage
of interest
11.5%
Investment Year
2021
Registered office
FRIEDEBURG,
GERMANY
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Quip Group has been our first investment
in Germany. What started as an MBO for
a regional temporary staffing agency in
2008 has led us on an entrepreneurial
journey, which included the development
and subsequent successful sale of Talbot in
2022 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 the work
on (often highly complex) projects give Quip
Group the possibility to smooth its capacity
utilization and increase the qualification
and employability of its temp staffers.
LATEST DEVELOPMENTS
The restructuring of Quip Group has been completed and
the efforts to accelerate the shift towards the assembly of
high-end machines are starting to pay-off as the industrial
services business line supports the performance of Quip
Group in a still difficult environment. We expect the per-
formance of Quip Group to further improve in 2026 driven
by strategic client acquisition efforts in growth industries
as well as a generally more benign macro-economic envi-
ronment in Germany.
Business Sector
B2B SERVICES
Percentage
of interest
55.1%
Investment Year
2008
Registered office
BAESWEILER,
GERMANY
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 40m and exports its
products worldwide.
The company is capitalising on its strong
engineering expertise and a wide range
of product and supplier certifications to
adapt to specific customer requirements in
various industries (except automotive).
LATEST DEVELOPMENTS
Rattay has seen significant growth over the last years
due to its exposure to several growth industries while
leveraging its increasingly efficient production 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.
Business Sector
INDUSTRIALS
Percentage
of interest
39.9%
Investment Year
2017
Registered office
HÜNXE,
GERMANY
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LUXEMPART ANNUAL REPORT 2025
PORTFOLIO
Not named
Rimed is one of the leading medical
radiology groups in Switzerland and
operates 15 radiology centres across the
German- and Italian-speaking parts of
Switzerland.
LATEST DEVELOPMENTS
2025 was a year of solid performance, demonstrating
Rimed's ability to further strengthen growth on both the
top and bottom line. Strong commercial execution and
continued productivity improvements supported the
positive development throughout the year, with MRI
confirming its role as the core modality.
All group sites remained profitable, reflecting the resilience
and balance of the platform. Several centers delivered
strong contributions, supported by targeted operational
initiatives and favorable market dynamics.
Cost development remained well managed, with targeted
investments in medical technical capabilities and dis-
ciplined control of operating expenses despite higher
utilization levels.
Overall, Rimed further strengthened its position as a
leading radiology platform in Switzerland and reinforced
its growth trajectory heading into 2026.
Business Sector
HEALTHCARE
Percentage
of interest
5.5%
Investment Year
2016
Registered office
ZUG,
SWITZERLAND
LUXEMPART ANNUAL REPORT 2025
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INVESTMENT
FUNDS
TOP 10 MANAGERS: TOTAL COMMITMENTS (IN EUR M)
Sponsored Managers
STG
Partners
General
Atlantic
Thoma
Bravo
Quadrille
Capital
Five Arrows
Multi Strategies
Bravo Invest
Ekkio Capital
Armira
Commited
Advisors
LGT Capital
Partners
In line with its portfolio rebalancing strategy, the Group is progressively reducing its exposure to sponsored funds,
which, as illustrated in the chart below, still remain the most significant allocation.
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LUXEMPART ANNUAL REPORT 2025
PORTFOLIO
Not named
Buyout
Entrepreneurial investment partner
for family- and founder-owned busi-
nesses in the DACH region — Armira
is a European private investment firm
partnering with family-owned, founder
-led and entrepreneurial companies,
providing long-term capital and stra-
tegic support across consumer, tech-
nology and business services sectors.
Buyout
French lower mid-market buyout inves-
tor — Ekkio Capital is a Paris-based
private equity firm focused on buyout
investments in lower mid-market
companies across Europe, supporting
value creation in tourism, healthcare,
testing and inspection and sustaina-
bility sectors.
Buyout
Italian SME private equity specialist
— Bravo Capital Partners focuses on
acquiring and developing small and
medium-sized Italian companies with
strong growth prospects, often backing
building platforms and buy-and-build
strategies in domestic sectors.
Buyout/ secondaries
Global mid-market private equity plat-
form — Five Arrows is the alternative
assets arm of Rothschild & Co, investing
globally in mid-market private equity
and private debt through primary com-
mitments and secondary transactions,
with an active partnership approach.
Venture Capital
Growth equity investor in technology
and digital leaders — Quadrille Capital
is an independent Paris-based venture
capital and growth equity firm backing
high-growth technology and digital
companies in the US and Europe,
supporting long-term value creation
alongside founders and management
teams.
(Global)
Secondaries
Global secondary investor in private
equity fund interests and GP-led trans-
actions — Committed Advisors is a pri-
vate equity firm focused on acquiring
secondary interests in private equity
funds and portfolios, providing liquidity
solutions and active portfolio manage-
ment across a diversified manager base.
Buyout
Software-focused private equity
investor in the US and Europe — Thoma
Bravo is a leading global private
equity firm specializing exclusively
in software and technology-enabled
services, investing in growth-oriented,
mission-critical businesses through
its Flagship, Discover, Explore, and
Europe strategies.
Secondaries
Global private markets multi-strategy
investor — LGT Capital Partners is an
international alternative investment
manager focused on private equity, pri-
vate debt and infrastructure, investing
globally through primary commitments,
secondaries and co-investments.
Growth equity
Global growth equity investor partnering
with category leaders — General Atlantic
is a global growth equity firm investing
in high-quality growth companies across
technology, consumer, healthcare and
financial services.
Buyout
Software & software-enabled tech-
nology services builder in the US and
Europe — STG is a private equity firm
that builds and grows mid-market soft-
ware and software-enabled services
companies, often through strategic
acquisitions and operational support.
TOP 10 MANAGERS DESCRIPTION
LUXEMPART ANNUAL REPORT 2025
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LUXEMPART ANNUAL REPORT 2025ꢀ -ꢀ 85
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STATEMENT OF
CORPORATE GOVERNANCE
INTRODUCTION
This Statement of Corporate Governance forms a specific
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 Corporate Governance
of the Luxembourg Stock Exchange, focuses on the fol-
lowing aspects:
• Luxempart's organisational structure (this section
describes the organisation of the Company's manage-
ment process);
• a description of Luxempart's share capital, shareholder
structure and share liquidity;
• the role and mode of operation of the General Meeting
and the shareholder information policy;
• the role, composition, chairmanship and mode of opera-
tion 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 Committee,
the Nomination and Remuneration Committee and the
Sustainability Committee; the role of these commit-
tees, their composition and operating procedures;
• the role and composition of the Group Executive
Committee 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 trad-
ing or market manipulation;
• The remuneration policy for Directors and members
of the Group Executive Committee;
• The framework for the definition of the sustainability
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 Company1 contains
a regularly updated stream of information, such as
the latest version of the Company's main governance
documents, including the Articles of Association, the
Corporate Governance Charter, the Dealing Code and
separate sections on the composition and the mission of
the Board of Directors, the Specialised Committees, and
the Group Executive Committee. The website also con-
tains the financial calendar and any other information
that may be of interest to the Company's shareholders.
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LUXEMPART ANNUAL REPORT 2025
CORPORATE GOVERNANCE
Not named
SHARES & CAPITAL
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 2025, 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, it being noted that voting
rights may be suspended or waived in accordance with
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 in respect of the share capital
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 further detailed
in the Remuneration Report and in the Remuneration
Policy. The Company decides freely whether there are
grounds to allot stock options every year. Where appli-
cable, the stock options are allotted annually depending
on the relevant individual's achievement of performance
targets. The stock options are subject to a lock up 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
of 31 December 2025, 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 47.61%. Aside from
the important shareholders listed below, 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.
Shareholding structure as of 31 December 2025
Number of
shares
Voting
participation
Share capital
participation
Foyer Finance S.A
10,434,240
47.61%2
50.41%
Sofina Capital S.A.
1,257,500
6.78%
6.07%
Stable shareholders
3,460,755
18.65%
16.72%
Public
5,003,823
26.96%
24.17%
Treasury shares
543,682
0%3
2.63%
Total
20,700,000
100%
100%
2) (waiver of part of voting rights)
3) voting rights suspended by law
LUXEMPART ANNUAL REPORT 2025
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SHARE TRANSFER RESTRICTIONS
There exist no restrictions on the transfer of shares
issued by the Company other than those provided by
law. Stock options issued within the framework of the
Luxempart stock option plan(s) may be exercised by
their respective holder in accordance with the terms and
conditions of the applicable plan as further described
in the Remuneration Report and the Remuneration
Policy. When exercising a stock option, its holder has
the right to purchase one share issued by the Company.
Any intended transfer of stock options issued by the
Company within 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
Association, the Company may acquire, on or outside the
stock market, its own shares subject to the authorisation
of the General Meeting of Shareholders with a majority
of votes validly cast. The Annual General Meeting of 28
April 2025 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 28 April 2025 until
the Annual General Meeting to be held in 2030;
• 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 2025, the Company bought
back 37,000 own shares and disposed of 52,500 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 12 of the financial
statements. As of 31 December 2025, the Company held
543,682 own shares representing 2.63% of its share
capital.
CONSEQUENCE OF A POTENTIAL
TAKEOVER BID
The Company has not entered into any major agreement
containing amendment or termination clauses linked
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 Securities NV 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 mem-
bers of the Group Executive Committee and their closely
associated persons on its website. In 2025 the Company
published 5 notifications of such dealings.
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LUXEMPART ANNUAL REPORT 2025
CORPORATE GOVERNANCE
Not named
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 concerning
the Company, including the powers reserved to it by law
and the Company's Articles of Association. Resolutions
passed at General Meetings are binding upon all share-
holders, 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 shareholders
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
General 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 sharehold-
ers' 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.
The Annual General Meeting was held on 28 April 2025
and approved the annual and consolidated accounts,
the allocation of results of the financial year 2024,
the renewal of certain Directors' terms of office, the
appointment of a new director, voted favourably on the
annual remuneration report and renewed the Company's
authorisation to acquire its own shares for a period
of five years. No other General Meetings were held in
2025.
GENERAL MEETING
OF SHAREHOLDERS
LUXEMPART ANNUAL REPORT 2025
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BOARD OF DIRECTORS
The Company has opted for a one-tier governance structure. Therefore, the Board of Directors is responsible 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 management
of the Company and is vested with the broadest powers
to take any decisions and take any measures neces-
sary or useful for the achievement of the Company's
corporate purpose, except for the powers exclusively
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
creditors, employees and, more generally, the commu-
nity in which the Company operates.
The Board of Directors is first and foremost responsi-
ble for the strategic management of the Company and
for monitoring the conduct of its business affairs, the
shaping of values, objectives, and key policies to be
complied 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 finan-
cial information, strategy (including sustainability strat-
egy), 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.
From left to right: Owen Tesch, Jürgen Vanselow, François Gillet, Valentin Cogels, Jacquot Schwertzer, Frank Donck, Madeleine Jahr, Jacques
Elvinger, Kay Ashton, John Penning - Missing: Grégoire Chertok, Xavier Coirbay
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CORPORATE GOVERNANCE
Not named
COMPOSITION OF THE
BOARD OF DIRECTORS
The Directors of the Company are appointed by the
General Meeting upon proposal by the Board of Directors
made on the recommendation of the Nomination and
Remuneration Committee for a renewable period of up
to six 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 removed
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 2025, 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.
BOARD APPOINTMENTS
The Annual General Meeting of 28 April 2025 approved
the reappointment of the following persons as Directors
for terms ending as shown in the table below:
Name
Expiry
of Board
mandate
Mrs. Madeleine Jahr,
independent, non-executive Director
2028
LIDA SAS (with Mr. Gregoire Chertok
2026
as permanent representative),
independent, non-executive Director
Mr. John Penning,
2028
Executive Director
The Annual General Meeting of 28 April 2025 appointed
Mr. Valentin Cogels as new non-executive and independent
Director of the Company for a 3-year term ending at
the Annual General Meeting to be held in 2028. Having
spent most of his career as a digital entrepreneur and
leader, Mr. Cogels brings extensive expertise in digital
transformation to the Board of Directors.
The term of office of the Director Mrs. Michèle Detaille
expired at the Annual General Meeting held on 28 April
2025.
The term of office of Mrs. Kay Ashton, Mr. Xavier
Coirbay, Mr. Frank Donck, Mr. Jacques Elvinger, LIDA
SAS (represented by Mr. Grégoire Chertok as its per-
manent representative), Mr. Owen Tesch and Mr. Jürgen
Vanselow will expire at the Annual General Meeting to
be held in 2026.
FOUNDERS AND HONORARY
CHAIRMEN
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).
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.
To recognise their exceptional contribution to the success
of Luxempart, the Board of Directors has granted both
of them the title of Honorary Chairman.
The Honorary Directors and the Honorary Chairmen do
not have any term of mandate and are not members of
the Board of Directors.
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
(Luxembourgish, Belgian, German, French, and British)
and is made up of 2 women and 10 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, entrepre-
neurs, lawyers, consultants, investment professionals,
human resources, and compensation), in line with its
diversified portfolio.
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MEMBERS OF THE BOARD OF DIRECTORS
FRANÇOIS
GILLET
Chairman of the Board
François Gillet has been a non-executive
Director of Luxempart since 1992.
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 experi-
ence he built at Sofina over the same
period. His mandate will conclude in
2027.
He previously held an executive com-
mittee role at Sofina, which he joined in
1988 and where he held various func-
tions and board mandates 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
of the Board
Jacquot Schwertzer was a member
of the Luxempart Group Executive
Committee from 2001 to 2017, and
acted as Chairman of the Group Executive
Committee from 2017 to 2020. He is a
member of the Audit, Compliance, and
Risk Committee, of the Nomination and
Remuneration Committee, and of the
Sustainability Committee. His mandate
will conclude in 2027.
Jacquot is a director of Foyer Finance.
He has been running his family business
SOCIPAR S.A. (petrol stations, refurbish-
ing of pressure vessels, gas business,
real estate) since 1981.
He holds a master's degree in economics,
business administration.
JOHN
PENNING
Managing Director
John Penning joined Luxempart in 2017
and has been Managing Director since
2020.
John is a member of the Board of
Directors and his mandate will conclude
in 2028.
He currently serves as a director in sev-
eral companies, in particular in Foyer
Finance, Foyer SA, and Atenor.
After working as a senior manager in
corporate finance at Deloitte Luxembourg,
John co-founded Saphir Capital Partners
in 2009, a corporate finance and pri-
vate equity consultancy firm based in
Luxembourg and London.
During his career, John has gathered
investment experience in several sectors
including financial services, business
aviation, consumer goods, real estate,
and healthcare services.
He 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.
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CORPORATE GOVERNANCE
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KAY
ASHTON
Non-executive and
independent Director
Kay Ashton has been a non-executive
and independent Director of Luxempart
since 2020. Her mandate will conclude in
2026. 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 sectors
including leisure and business services.
She also served as deputy chair of the
investment committee for 14 years.
She read Natural Sciences at Jesus
College, Cambridge University.
GRÉGOIRE
CHERTOK
Non-executive and
independent Director
Grégoire Chertok has been a non-executive
and independent Director of Luxempart
since 2016. His mandate (through that of
LIDA SAS) will conclude in 2026.
Grégoire 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
external development, such as GDF
Suez, Casino, Bouygues, Accor, Suez
Environnement or Kering. He has built a
tremendous 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
Non-executive Director
Xavier Coirbay was appointed as a
non-executive Director of Luxempart
in 2023. His mandate will conclude in
2026. He is the Chair of the Sustainability
Committee.
After a first experience in the asset
management division of Générale de
Banque (now part of BNP Paribas Fortis),
Xavier joined Sofina in 1992 where he
led for many years the global private
funds practice and is currently based in
Singapore focusing on strategic and busi-
ness development projects as a member
of the Leadership Council.
He is a director and chair of the remuner-
ation committee of Cambridge Associates,
an investment management firm based
in Boston (USA).
He holds business engineering (1988) and
tax management (1990) degrees from
Solvay Brussels School, an international
directors programme certificate in cor-
porate governance from INSEAD (2013),
and a corporate director certificate from
Harvard Business School (2019).
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VALENTIN
COGELS
Valentin Cogels has been a non-executive
and independent Director at Luxempart
since 2025.
He brings a vast experience in digital,
technology and management. He was
formerly CEO of Immoweb (Belgium lead
-
ing digital real estate platform), a senior
manager at eBay driving international
expansion, and more recently Expert
Partner at Bain & Company in London,
in charge of the Innovation & Design
practice for EMEA. Valentin recently
joined BCP, one of Latin America's leading
bank, to lead all AI and IT Transformation
efforts. He is bringing a combined expe-
rience in digital business models, tech-
nology and AI, which is applicable both
on the operations of Luxempart itself
and in portfolio and investment topics.
Valentin holds a bachelors and mas-
ters degree in Applied Economics
from Université de Louvain-la-Neuve
(Belgium) and an MBA from INSEAD
(Singapore and Fontainebleau).
FRANK
DONCK
Non-executive and
Non-executive and
independent Director
independent Director
Frank Donck has been a non-executive
and independent Director of Luxempart
since 2020. His mandate will con-
clude in 2026. He is a member of the
Sustainability Committee and of the
Audit, Compliance, and Risk Committee
of Luxempart.
Frank has been acting as managing
director of the family-owned investment
company 3d_investors since 1998. He
has more than 30 years of experience
as a professional investor and is active
as either chairman or director of several
listed and non-listed companies. He cur-
rently serves as chair of Atenor Group,
as non-executive director of KBC Group
and as independent director of Barco
and Elia Group.
Frank is also a member of Belgium's
Corporate Governance Commission.
He started his career as an investment
manager for Investco (later, KBC Private
Equity) where he was leading larger
investments and M&A processes. He
was previously chair of Telenet Group,
Telecolumbus, Zenitel and Barco.
Frank 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
Non-executive and
independent Director
Jaques Elvinger has been a non-executive
and independent Director of Luxempart
since 2015. His mandate will conclude
in 2016.
Jacques has been a lawyer admitted
to the Luxembourg Bar since 1984. He
is a partner in the law firm Elvinger
Hoss Prussen. In 2025 he was a member
of the high committee for the develop-
ment of the financial centre lead by the
Luxembourg Minister of Finance and a
member of the committee of experts
on investment funds of the Commission
for the Supervision of the Financial
Sector (CSSF). During the same period,
he also was a member of a number of
committees of the Association of the
Luxembourg Fund Industry (ALFI).
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CORPORATE GOVERNANCE
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MADELEINE
JAHR
Non-executive and
independent Director
Madeleine Jahr has been a non-executive
and independent Director of Luxempart
since 2018. Her mandate will conclude
in 2028.
Madeleine started her career in an inter-
national audit firm. In 2016, she joined
Houlihan Lokey, a Los Angeles head-
quartered investment advisory group.
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, Switzerland.
OWEN
TESCH
Non-executive Director
Owen Tesch has been a non-executive
Director of Luxempart since 2023. His
mandate will conclude in 2026. He is a
member of the Audit, Compliance, and
Risk Committee, of the Nomination and
Remuneration Committee, and of the
Sustainability Committee.
After a consulting career at EY in
Luxembourg, Owen has been working
for Ekkio Capital since 2018, a private
equity fund investing in SMEs in Europe
with a strong sectorial expertise in
tourism & leisure, healthcare & beauty,
securing & control, and sustainability.
He is responsible for origination and
business development.
He earned a master's degree in science of
management at Boston University in 2012.
JÜRGEN
VANSELOW
Non-executive and
independent Director
Jürgen Vanselow has been a non-ex-
ecutive and independent Director of
Luxempart since 2017. His mandate
will conclude in 2026. He is the Chair
of the Nomination and Remuneration
Committee.
Jürgen 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 Associates 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 management, and family offices.
He has a master's degree in management
from ESCP Europe in 1987 and attended
the PMD program at Harvard Business
School in 1999.
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OPERATION OF THE
BOARD OF DIRECTORS
The Board of Directors meets at least four times a year and
ad hoc meetings are convened whenever circumstances
require. Meetings are convened by the Chairman of the
Board who sets the agenda together with the Managing
Director and the Secretary of the Board of Directors.
Resolutions of meetings are passed by majority 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' resolutions
are addressed in detail in the Company's Articles of
Association and Corporate Governance Charter.
ACTIVITIES IN 2025
The Board of Directors met 8 times in 2025. The average
attendance rate of the 8 Board meetings was 82%, a
testament to the active involvement of all the Directors
of the Company.
In 2025, the Board considered more specifically the:
• Review of the 2024 annual and consolidated financial
statements, as well as of the 2025 semi-annual report,
and approval of the related press releases
• Preparation of the Annual General Meeting held on 28
April 2025
• Review of the conclusions and recommendations
issued by the Specialised Committees
• Review and discussions around the portfolio
• Investment and disposal decisions (relating notably
to Valeara Group, Atenor S.A., Nexus AG)
• 2026 budget and business plan 2026-2028
• Investment of the cash position, and external financing
• Review of the Group's risk matrix and related action
plans
• Update of the Corporate Governance Charter and
Dealing Code
• Approval and review of various policies (including the
risk management policy and sustainability policy)
• Update on direct investments on strategy execution
and deal sourcing
• Regular progress reports on the review of the remu-
neration and incentive scheme.
CONFLICTS OF INTEREST
Mr. Frank Donck did not attend the meeting of the Board
of Directors of 28 February 2025 which deliberated and
voted on the participation of the Company in a capital
increase of Atenor S.A. due to a conflict of interest. No
other conflict of interest was reported during the course
of 2025.
BOARD ASSESSEMENT
The Corporate Governance Charter provides for periodic
assessments of the Board of Directors, the Specialised
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 struc-
ture of the Company. Following the last board assess-
ment, which was completed in April 2024, the Board of
Directors implemented a structured onboarding process
for newly appointed directors in 2025.
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CORPORATE GOVERNANCE
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The Board of Directors has set up three Specialised Committees made up of members chosen from among its members:
an Audit, Compliance, and Risk Committee, a Nomination and Remuneration Committee, and a Sustainability Committee.
Each of these three Specialised Committees carries out its duties in accordance with the Corporate Governance Charter
and, where applicable, its internal regulations, which govern its missions and mode of operation. In 2025, the Specialised
Committees systematically reported to the Board of Directors on their meetings and submitted recommendations for
approval.
AUDIT, COMPLIANCE,
AND RISK COMMITTEE
The Audit, Compliance, and Risk Committee assists the
Board of Directors in overseeing the financial reporting
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
Committee are non-executive Directors and two of them
are independent Directors, in compliance with the X princi-
ples of the Corporate Governance of the Luxembourg Stock
Exchange. The Audit, Compliance, and Risk Committee has
the requisite expertise in accounting, auditing, IFRS, and
investment matters, thanks in particular to its members'
experience in financial and industrial companies.
The composition of the Audit, Compliance, and Risk
Committee in 2025 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
Independent Director
2026
Mr. Owen Tesch, Non-Executive Director
2026
Mr. Jacquot Schwertzer, Vice-Chairman
of the Board and Non-Executive Director
2027
The Chairman of the Board, the Managing Director and
the Group's CFO 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 2025
The Audit, Compliance, and Risk Committee met 6 times
in 2025 with an attendance rate of 96%. 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 Committee discussed and/or reviewed the following
main topics in 2025:
• Review of the 2024 annual results and 2025 interim
results, the notes to the financial statements and the
related management reports
• Audit program
• Valuation of the portfolio
• 2026 budget and 2026-2028 business plan
• The Statutory Auditor's independence
• Review and follow up of the auditor's non audit
missions
• 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.
The last self-assessment of the Committee was per-
formed 2024 and yielded a positive result.
SPECIALISED
COMMITTEES
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CCOORRPPOORRAATTEE GGOOVVEERRNNAANNCCEE
NOMINATION AND
REMUNERATION
COMMITTEE
The Nomination and Remuneration Committee com-
bines the Nomination Committee and the Remuneration
Committee referred to in the X Principles of Corporate
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, and with submitting a detailed report thereon
to the Board of Directors which then decides on the
assessment. The Committee meets at least once a year
and whenever circumstances so require.
COMPOSITION
The Nomination and Remuneration Committee is made
up of four non-executive Directors, one of whom is
independent.
The composition of the Nomination and Remuneration
Committee in 2025 is set out below:
Name
Expiry
of board
mandate
Mr. Jürgen Vanselow, Chair of the
2026
Committee, Non-Executive and
Independent Director
Mr. Owen Tesch, Non-Executive Director
2026
Mr. Jacquot Schwertzer, Vice-Chairman
2027
of the Board and Non-Executive Director
Mr. François Gillet, Chair of the Board
2027
of Directors, Non-Executive Director
The membership of the Committee is extended to include
the Managing Director when the Committee is examining
issues relating to the appointment or dismissal of one
or more Directors. In such cases, the Managing Director
participates in the deliberations with the right to vote.
ACTIVITIES IN 2025
The Nomination and Remuneration Committee met 6 times
in 2025 with an average attendance rate of 94% and
discussed the following main items:
• Executive bonus payments and stock option attributions
• In-depth review of the remuneration scheme of Luxempart
• Search of new Board members in line with forward
looking mandate expiration
The Nomination and Remuneration Committee partici-
pates in determining the composition of the Board of
Directors and Specialised Committees (including the
Nomination and Remuneration Committee) by recom-
mending appropriate profiles in terms of the required
skills, thereby contributing to ongoing self-assessment.
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SUSTAINABILITY
COMMITTEE
The Sustainability Committee assists the Board of
Directors in the fields of the Group'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 sustainability related recommendations to the
Board of Directors
The Committee meets in principle twice a year and
whenever circumstances require.
COMPOSITION
As of 31 December 2025, the Sustainability Committee
was made up of four non-executive Directors, including
one independent Director.
The composition of the Sustainability Committee in 2025
is set out below:
Name
Expiry
of board
mandate
Mr. Xavier Coirbay, Chair of the
2026
Committee, non-executive Director
Mr. Frank Donck, non-executive and
2026
independent Director
Mr. Owen Tesch, non-executive Director
2026
Mr. Jacquot Schwertzer, Vice-Chairman
2027
of the Board, non-executive Director
The Chairman of the Board, the Managing Director,
the Group's Chief Financial Officer and the Group's
Sustainability 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 2025
The Sustainability Committee met twice in 2025 with
an average attendance rate of 100%.
The Sustainability Committee discussed mainly around
the following topics:
• General sustainability context
• Regulatory framework – especially the Corporate
Sustainability Reporting Directive (CSRD) and Omnibus
Directive
• Sustainability maturity and progress of the portfolio
• Training and competences of the team around
sustainability
• Follow up of the sustainability projects at corporate
level including the carbon footprint report.
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CCOORRPPOORRAATTEE GGOOVVEERRNNAANNCCEE
MISSION
The Board of Directors has entrusted the day-to-day
management of the Company to the Managing Director,
who is assisted in this task by the Group Executive
Committee.
Accordingly, the Board of Directors has delegated the
following duties to the Managing Director and the Group
Executive Committee:
• Day-to-day management of Luxempart and its subsidiaries
• Implementation of the strategy and decisions taken by
the Board of Directors
• Research and analysis of new investment opportunities
and divestment proposals
• Decisions or recommendations on investments and
divestments
• Portfolio monitoring
• Human resources management and coordination
COMPOSITION
APPOINTMENT AND REPLACEMENT
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 Director is also a member of the Group
Executive Committee. Members can be removed from
office by the Board of Directors with or without cause.
As of 31 December 2025, the Group Executive Committee
was composed of five members, including the Managing
Director.
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
reflected in the various nationalities and professional
backgrounds of the members of the Committee as well
as the Committee's composition with 1 woman and 4 men.
GROUP EXECUTIVE
COMMITTEE
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Group Executive Committee: Lionel de Hemptinne, John Penning, Rudolf Ohnesorge, Joy Verlé, Alain Huberty
LUXEMPART ANNUAL REPORT 2025
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CCOORRPPOORRAATTEE GGOOVVEERRNNAANNCCEE
MEMBERS OF THE GROUP EXECUTIVE
COMMITTEE
John Penning
John joined Luxempart in 2017 and has been a Managing
Director since 2020.
He currently serves as a director in several companies,
in particular in Foyer Finance, Foyer SA, and Atenor.
After working as a senior manager in corporate finance
at Deloitte Luxembourg, John co-founded Saphir Capital
Partners in 2009, a corporate finance and private equity
consultancy firm based in Luxembourg and London.
During his career, John has gathered investment expe-
rience in several sectors including financial services,
business aviation, consumer goods, real estate, and
healthcare services.
He 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.
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.
Lionel started his career in 2003 at ING as Senior
Account Manager. He thereafter assumed various CEO
and CFO positions in listed and non-listed companies
such as Floridienne Group and Droia Oncology Ventures.
Lionel holds a master's degree in Business and Sciences
from Louvain School of Management and an executive
master in finance from Solvay Business School.
Alain Huberty
Alain is heading our Investment Funds activity, fostering
its successful and continuing internationalisation.
Alain joined Luxempart more than 25 years ago after
a previous career in the steel industry and at the
Luxembourg bar. He occupied several functions such
as Investment Manager, General Secretary and CFO.
Throughout his career at Luxempart, he gained experi-
ence in managing direct private equity investments and
listed portfolio companies 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.
Rudolf started his professional career co-founding
a venture capital unit at Infineon Technologies AG
and investing into technology companies primarily
in the Silicon Valley before moving on to manage and
profitably grow a worldwide business unit for Infineon.
Starting 2008, he focused on investments into mid-sized
industrial companies with an environmental angle as
Managing Partner of Siemens Venture Capital and later
as Partner of European PE firm, Ambienta. Most recently,
he was a Partner at a Germany based single family
office.
Rudolf holds a master's degree in industrial engineering
& business management from KIT, Karlsruhe, and com-
pleted post-graduate studies in strategic management
at HEC, Paris.
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Joy Verlé
Joy joined Luxempart in 2024 as a member of the
Group Executive Committee focused on developing
Luxempart's presence in France. She is drawing on her
international private equity experience across business
services, healthcare, education, and renewable energy
sectors over the last two decades.
After starting her professional career at Morgan Stanley
in the M&A department in London, Joy was a partner
of Bregal Capital, a mid-market private equity fund in
London. Since 2016, she was a Managing Director at CPP
Investments, the largest Canadian public pension fund,
where she worked on public and private investments
in Europe. During her career, she sat on several private
and public boards.
Joy holds a master of science degree in finance from
HEC, Paris.
RULES OF OPERATION
The Group Executive Committee is headed by the Managing
Director and meets at the Company's registered office
in principle every two weeks. Ad hoc meetings are
convened whenever circumstances require. Decisions
are passed at a majority of votes. In the event of disa-
greement, the decision may be taken by the Managing
Director, as further detailed in the Corporate Governance
Charter.
ACTIVITIES IN 2025
The Group Executive Committee met 27 times in 2025.
The average attendance rate of the meetings was close
to 100%.
In 2025, the Group Executive Committee worked more
specifically on the following tasks:
• Sourcing and execution of new deals and add-ons
• Regular monitoring and value creation of portfolio
companies
• Developing and monitoring the Investment Funds
activity
• Preparation of the annual financial report 2024 and
semi-annual financial report 2025
• Management of human resources
• Review of the Group's remuneration schemes
• Preparation of 2026 budget and 2026-2028 business
plan
• Cash management
• Negotiation of bank financings
• Validation of important contracts
• New IT charter and supervision of the IT security
improvement project
• Supervision of the sustainability activities at portfolio
and corporate level
• Compliance: AML, GDPR, etc.
• Risk management
• Communication and roadshows.
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PRINCIPLES OF
CORPORATE GOVERNANCE
Luxempart follows the X Principles of Corporate Governance adopted by the Luxembourg Stock Exchange as revised in
January 2024 and applies the recommendations contained therein in accordance with the "comply or explain" principle.
The X Principles of Corporate Governance are available on the website of the Luxembourg Stock Exchange. The Company's
governance rules were updated and published in 2024 in accordance with the new version of the X Principles effective
since January 2024.
BOARD OF DIRECTORS
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
(principle 2). The Board of Directors conducts regular
self-assessments that result in concrete recommenda-
tions improving governance. The Corporate Governance
Charter provides that the Board of Directors shall per-
form self-assessments at least every three years with
the assistance of the Nomination and Remuneration
Committee. This frequency is considered appropriate
for the Board's mode of operation and the Company's
activities.
The independence criteria are laid out in the Company's
Corporate Governance Charter. A majority of the mem-
bers of the Board are independent Directors. Two women
sit on the Board at this time.
The Corporate Governance Charter currently provides
for the composition of the Nomination and Remuneration
Committee to be extended to include additional mem-
bers in certain circumstances. It is intended that this
provision will be revised in 2026. 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. One of
the members of this Committee has extensive human
resources skills.
PROFESSIONAL ETHICS
The Company has adopted a procedure for managing
conflicts of interest as well as a Dealing Code regulat-
ing the trading of Luxempart securities and interests
in portfolio companies, within the framework of prin-
ciple 5. The procedure relating to conflicts of interest,
which is detailed in the Corporate Governance Charter,
notably requires the involvement of the Chairman of
the Board. The involvement of Audit, Compliance, and
Risk Committee in an advisory capacity, is currently
not foreseen considering that conflicts of interest (if
any) are already dealt with by the Board of Directors in
strict compliance with Luxembourg legislation. Internal
rules of good conduct have also been adopted to uphold
integrity and commitment within the Company.
EXECUTIVE MANAGEMENT
The Group Executive Committee is composed of high-
level professionals with complementary skills (principle
6) appointed by the Board of Directors upon recom-
mendation 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
adequately the Managing Director in the day-to-day
management of the Company. Meetings of the Group
Executive Committee are presided by the Managing
Director. Controversial debate and respect for critical
opinions are cultivated in the Group Executive Committee.
The internal rules of the Board of Directors, the Specialised
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 dedicated to this
committee.
CCOORRPPOORRAATTEE GGOOVVEERRNNAANNCCEE
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REMUNERATION POLICY
The Company has adopted a remuneration policy in
accordance with principle 7. The Remuneration Policy
is submitted to the consultative vote of the general
meeting in accordance with the law and included in the
Corporate Governance Charter.
The remuneration is in line with market practice. The
variable remuneration scheme applicable during the
period 2019-2025 is long-term and is designed such as
to outperform the European stock market index and to
align team interests with shareholder interests. It was
vetted by a specialised firm and the calculations are
regularly reviewed by the auditor. Moreover, the stock
option plan is a long-term scheme aimed at retain-
ing talented managers in a highly competitive human
resources environment.
The amounts paid out each year to the Directors and to
the Executive Management are published in the annual
remuneration report, including the status of the stock
options.
FINANCIAL AND REPORTING,
INTERNAL CONTROL AND RISK
MANAGEMENT
The financial reporting, internal control and risk manage-
ment (principle 8) are carried out by an internal team
composed of accountants, legal experts, investment
managers (for the valuations) and financial controllers
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 are limited
to a minimum in order to safeguard his independence.
SUSTAINABILITY
The Company's current objectives and resources in terms
of sustainability are detailed in its Sustainability Policy
and the Company reports on the measures taken for
its implementation as well as the sustainability of its
activities in a dedicated section of the management
report (principle 9). The Company's Sustainability Policy
details how the Company has integrated sustainability
aspects in its long-term value creation strategy and the
material topics on which the Company's performance
are measured, following a double materiality assess-
ment and an in-depth and fruitful dialogue with its
stakeholders.
The Board of Directors has established the Sustainability
Committee in order to regularly consider the Company's
sustainability risks. These material topics, as well as the
methodology relating to the identification thereof and
the establishment of the data related thereto are pub-
lished in a dedicated section of the Company's website.
The Company has initiated a project to redefine its sus-
tainability strategy.
SHAREHOLDERS
Finally, as regards respect for the rights of shareholders
and equal treatment (principle 10), the Company appointed
a Compliance Officer to monitor compliance with the
transparency rules, the egalitarian dissemination 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 the Executive Management, the Board of
Directors and the shareholders is ensured.
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CCOORRPPOORRAATTEE GGOOVVEERRNNAANNCCEE
INTERNAL CONTROL
AND RISK MANAGEMENT
INTERNAL ENVIRONMENT
The quality of the internal environment is foundational
to our Group's culture, fostering trust, accountability,
and a strong risk awareness across the team. It forms
the basis of Luxempart's internal control framework
and is supported by integrity and ethics, clearly defined
responsibilities and procedures, segregation of duties,
open communication, and continuous training.
RISK MANAGEMENT
FRAMEWORK
Luxempart has established a comprehensive risk mana–
gement policy implemented by the Group Executive
Committee under the oversight of the Audit, Compliance,
and Risk Committee and the Board of Directors. This
policy defines risk targets, identifies, and assesses risks,
and outlines effective mitigation responses.
Risk management activities are summarised in a risk
map, which is regularly reviewed and discussed by the
Audit, Compliance, and Risk Committee. The most recent
review was conducted in 2025.
The risk map is updated through a structured annual
review complemented by ongoing monitoring through-
out the year. Risk identification combines a top-down
assessment of external developments, including macroeco-
nomic, market and geopolitical trends, with a bottom-up
review of risks arising from Luxempart's operations and
portfolio.
For each key risk, Luxempart assesses likelihood and
potential impact and distinguishes between inherent and
residual risk, taking into account mitigation measures and
internal controls. For each risk, Luxempart also defines
a target residual risk level and monitors action plans
designed to maintain or reduce residual risk over time.
Luxempart's key risks are primarily driven by its invest-
ment activities and the nature of its portfolio. Luxempart
addresses these risks through disciplined investment
decision-making and ongoing portfolio monitoring,
including participation in Boards of Directors, Audit
Committees and other governance activities where
relevant.
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, an
elevated level of risk. This activity is inherently exposed
to investment and disinvestment decision risk, as value
creation depends on the quality and timing of both
investment and exit decisions.
We 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 in, analysing their competitive
positioning and market trends. We perform in-depth
due diligence to lower the likelihood of unforeseen
negative outcomes. We pay special attention to the
people we partner with, including management teams
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, to avoid concentration risks
and to mitigate the impact of one unsuccessful invest-
ment on our whole portfolio. Finally, remaining disci-
plined in our investment criteria, favouring resilient
businesses with strong fundamentals, buying compa-
nies at fair prices, and structuring the acquisitions with
reasonable levels of leverage, are the safeguards to a
sound portfolio management. Luxempart nevertheless
remains exposed to portfolio risk, including the impact
of adverse macroeconomic developments and concen-
tration risk through significant holdings.
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FINANCIAL RISKS
MARKET RISKS
Financial risks, particularly market risks, are a key con-
sideration for Luxempart. These risks are set out in note
20 to the consolidated financial statements.
Luxempart is also exposed to macroeconomic and geo-
political risks, which may affect portfolio performance,
valuation levels and exit conditions.
• Equity market volatility: fluctuations in equity markets
can impact the valuation of our listed and unlisted
portfolio companies. While listed equities account for
around 10% of our total Net Asset Value, their valua-
tions are nevertheless sensitive to market movements.
Similarly, unlisted investments are also influenced by
broader financial market trends, as changes in market
conditions affect valuation multiples, which ultimately
impact the overall net asset value.
A sensitivity analysis of these assets is provided in
note 5 of the financial statements.
• Broader financial markets changes: evolutions in bond
and monetary markets can also affect some of our
portfolio companies, especially in the insurance sector,
as well as our cash and deposit positions, which are
partially invested in bonds and other monetary instru-
ments. To mitigate this risk, we prioritize investments
in high-quality counterparties and maintain diversifi-
cation across assets.
COUNTERPARTY RISK
Our cash and treasury assets are invested in various
banks, with concentration limits determined by the banks'
credit ratings and systemic importance. These limits are
regularly reviewed and adjusted to reflect changes in
market conditions and counterparty risk profiles.
Liquidity risks
Given the illiquid nature of our investments, effective
liquidity management is essential to ensuring operational
resilience and flexibility. Luxempart closely monitors cash
flow projections across various scenarios to anticipate
potential needs and maintain sound financial liquidity
on our balance sheet. Our liquidity strategy includes
maintaining a target of 5 to 10% of total assets in readily
accessible financial liquidity, comprising cash, deposit
accounts, money market funds and liquid bond portfolios.
To further enhance our liquidity buffer, we decided to
complement this liquidity position with a program of
committed credit facilities. These facilities, arranged
with multiple banks and featuring different maturities,
provide an additional safeguard against unforeseen events.
As of year-end 2025, these credit facilities remained
fully unused.
Interest rate risks
In 2025, the interest rate environment started to nor-
malize following the sharp increases observed in pre-
vious years. Nevertheless, changes in interest rates and
broader financing conditions remain a key considera-
tion for portfolio companies and can affect their cost
of financing. Luxempart monitors this risk as part of its
ongoing portfolio oversight.
Currency risks
Luxempart has increased its exposure to the US market,
with a growing portion of its Investment Funds portfolio
denominated in USD. Our strategy of diversification expli-
citly 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 denominated funds is
sensitive to EUR/USD exchange rate movements. Currency
volatility affected the valuation and performance of
certain USD-denominated investments during 2025.
Currency fluctuations are closely monitored as part of
the Group's risk management framework.
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CCOORRPPOORRAATTEE GGOOVVEERRNNAANNCCEE
RISKS RELATING TO THE
PREPARATION OF FINANCIAL
INFORMATION
The preparation of financial information involves several
risks, due to the complexity of accounting standards and
regulatory compliance requirements, and the potential
for human or technological errors. To mitigate these
risks, Luxempart has established robust internal con-
trols over financial reporting, especially on the sensitive
valuation of private equity investments. The Group's
accounting team undergoes regular training to ensure
accuracy and compliance, while leveraging advanced
financial software and technologies to automate pro-
cesses and enhance data quality. These controls are
reviewed periodically to prevent and detect potential
inaccuracies.
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. In addition, internal policies and procedures are
in place to ensure compliance and to provide a struc-
tured framework for evaluating such transactions.
Luxempart is also exposed to tax risk due to evolving tax
regulations, the interpretation of complex rules and the
cross-border nature of certain investments and struc-
tures. This risk is mitigated through internal procedures
and, where appropriate, consultation with external
advisors.
REPUTATIONAL RISK
Luxempart ensures that the Company's core and beha-
vioural rules are followed to maintain trust and integrity.
It values open communication, and strong controls,
including the four-eye principle, clear procedures, and
regular audits to protect its reputation. Luxempart also
maintains crisis communication and incident response
arrangements to mitigate reputational risk.
INFORMATION TECHNOLOGY AND
CYBERSECURITY
Luxempart relies on secure systems for the processing,
storage, and transmission of confidential information.
To mitigate risks, the Group conducts regular IT reviews,
provides ongoing employee training, and collaborates
with specialized external providers to ensure robust
security and incident management.
Luxempart also considers technological risk more broadly,
including exposure to technological disruption in portfo-
lio companies and dependency on key service providers
and system resilience.
FRAUD RISK
Luxempart is exposed to fraud risk, including external
fraud through malicious acts from third parties as well
as internal fraud and execution risk. Luxempart may
also be exposed to financial or operational misconduct
within investee companies, which could impact valua-
tion or reputation. These risks are mitigated through
internal controls and governance oversight, including
segregation of duties, delegated authorities, the four-eye
principle, and monitoring of sensitive processes.
CLIMATE-RELATED AND OTHER ESG
RISK
The Group is not directly exposed to significant climate-
related or other environmental risk. Nonetheless,
Management continues to enhance the monitoring and
management of the ESG- related risks, with a particular
focus on climate-related risk. More details on ESG can be
found in the Sustainability section of the Management
Report.
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RISK MANAGEMENT
ACTIVITIES
Day-to-day risk management activities are under the
supervision of the CFO and the Audit, Compliance, and
Risk Committee.
Luxempart has implemented robust policies to manage
and mitigate risks across the organization. These include
the segregation of tasks and delegation of authority to
enhance error detection. Given the size of the organi-
sation, Luxempart remains attentive to key people risk,
which is mitigated through appropriate succession plan-
ning, knowledge sharing and backup coverage for key
functions.
As part of its assignment for reviewing the Group's
financial statements, the statutory auditor reviews the
internal control system relating to preparing and pre-
senting the financial statements. 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 financial information that they
may record during their audit.
ROLE OF 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 reporting
process.
More information on the Audit, Compliance, and Risk
Committee can be read on page 97.
The Board of Directors reviews and approves the yearly
and half-yearly financial information.
INFORMATION AND
COMMUNICATION
Luxempart seeks 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 com-
mittees 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
framework 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 independent
internal audit function has been set up at the Company
to date. To enhance oversight, Luxempart has appointed
a business control manager, who supports the governing
bodies in monitoring internal controls and operational
processes. Additionally, the Audit, Compliance, and Risk
Committee evaluates the necessity of engaging external
consultants for specific reviews on an annual basis.
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CCOORRPPOORRAATTEE GGOOVVEERRNNAANNCCEE
REMUNERATION REPORT
The Board of Directors, on a proposal formulated by the Nomination and Remuneration Committee, defines the remu-
neration levels for Luxempart Directors as well as the remuneration policy applicable to Luxempart Group Executive
Committee (GEC) and staff.
REMUNERATION OF THE DIRECTORS
REMUNERATION SCHEME
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-
Chairman of the Board amount 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-chairman are not entitled to
any variable remuneration or stock options.
The level of the Board remuneration is adapted according
to market standards every 3 to 4 years.
2025 REMUNERATION
The total remuneration paid to the Members of the Board
amounted to EUR 1,142.5 thousand for 2025.
2025 BOARD REMUNERATION
2025
2024
Numbrer of
meetings
Remuneration
(in € 000)
Number of
meetings
Remuneration
(in € 000)
Fixed remuneration
-
770.0
-
770.0
Attendance fees:
• Board of Directors
8
217.5
9
280.0
• Audit, Compliance, and Risk
6
Committee
72.5
5
60.0
• Nomination and Remuneration
6
Committee
57.5
9
105.0
• Sustainability Committee
2
25.0
2
25.0
Total
22
1,142.5
25
1,240.0
Remuneration of the Chairman and Vice-Chairman
In 2025, the non-executive Chairman of Luxempart has
received a total compensation of:
Amounts in € 000
2025
Director's allowance
180.0
(gross)
180.0
Attendance fees
40.0
45.0
The Vice-Chairman's gross remuneration was as follows:
2024
Amounts in € 000
2025
2024
Director's allowance
(gross)
90.0
90.0
Attendance fees
50.0
60.0
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REMUNERATION OF THE GROUP EXECUTIVE COMMITTEE
The remuneration policy of Luxempart, including long-term incentive schemes, is intended to last for several years,
and not to be changed too often. The current remuneration policy is based on the substantial review of 2019 and the
subsequent updates, essentially linked to the regular benchmarks to make sure it remains aligned with market. The full
remuneration policy is part of the Corporate Governance Charter. The present report describes the main remuneration
mechanisms in place at Luxempart and the remunerations paid in 2025. It is to be noted that further to the strategic
review exercise, the remuneration policy has been reviewed and shall be effective as from 2026.
REMUNERATION SCHEME
CURRENT REMUNERATION SCHEME
The remuneration scheme applicable to Luxempart
employees and to the Group Executive Committee con-
sists of three main components: a base salary package,
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 market
standard for our industry, taking into account the cost
of living in our various home markets. This package is
reviewed regularly and career evolutions provide for
more significant salary increases.
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 contribu-
tions of an additional 12% of the gross annual salary
is applicable and the corresponding contributions are
supported by the beneficiaries themselves.
Variable remuneration: Performance Units
The second element of our remuneration package is the
annual variable remuneration, called the PU (perfor-
mance units) system. It is built up in a way as to get a
maximum alignment with our shareholders, emphasizing
collective performance, but with positive or negative
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 relevant
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 reference period the net asset value per share
(adjusted for the dividends paid) increased more than
the reference index. This creates a strong alignment with
our shareholders who invest in Luxempart to generate
better returns than if they were investing in a market
index with a comparable scope. In 2023, we added an
individual coefficient into the bonus formula, in order
to introduce some individual performance ponderation
into our bonus schemes.
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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 seniority
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 discretion-
ary bonus in specific cases.
Long-term incentive: Stock option plan
The third layer of our remuneration packages is the stock
option plan. The stock option plan, which is reserved
to the senior team members, creates a strong incentive
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 share price of Luxempart
shares. It creates alignment between management 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 average
share price of the Luxempart share over the 60 days
prior to the approval date, by the Board of Directors, of
the number of options granted for a given year.
LOOKING FORWARD
In 2025, Luxempart reviewed its remuneration frame-
work to better align with market practices, removing
the relative performance component and introducing
incentives more directly linked to portfolio performance,
thereby reinforcing alignment with shareholder value
creation. The revised approach will be implemented from
2026 onwards.
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2025 REMUNERATION
The number of members of the Group executive com-
mittee had remained stable since September 2024, i.e.
4 (outside of the Managing Director).
Their remuneration package, including the Managing
Director, is composed of:
• A fixed yearly gross salary between EUR 300,000 and
EUR 340,000 per year (a mandatory index increase
happened in May 2025)
• 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
• Contributions to a pension plan
Base salary package
The remuneration granted for the year 2025 is described in the table below:
Managing Directors
Other GEC Members
Amounts in EUR thousands
2025
2024
2025
2024
Gross fixed salary
338.4
332.7
1,329.5
1.077.9
Variable remuneration1
210.5
917.1
897.4
2,975.3
Pension plan (fixed contribution)
66.6
66.5
234.1
198.1
Benefits in kind
4.4
4.6
13.2
15.2
TOTAL
619.9
1,320.9
2,474.2
4,266.5
Variable remuneration1: Performance Units
The GEC members present during full 2025 were attrib-
uted Performance Units cohort 2022-2025 ("PU 22-25").
The PU 22-25 were vested at 25.1% and will entitle to
a cash bonus payment in April 2026.
Long-term incentive: Stock option plan
The following number of options were attributed to the
GEC members for the year 2025:
2025
2024
Managing Directors:
John Penning
20,000
20,000
Other GEC members:
Alain Huberty
20,000
20,000
Lionel de Hemptinne
20,000
20,000
Rudolf Ohnesorge
20,000
20,000
Joy Verle
16,000
n/a
The options can be exercised over a ten-year period but for the first time four years after attribution.
The stock options for 2025 were granted in March 2025. The strike price of these options is EUR 70.79.
The stock options for 2024 were granted in March 2024. The strike price of these options is EUR 66.60.
1) The variable remuneration is relative to the year N and paid in N+1. The provision presented is based on our best knowledge, when writing this report.
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STOCK OPTIONS
EXERCICE OF OPTIONS
The number of options exercised by current or former
members of the Group Executive Committee, and the
former Executive Chairman in 2024 and 2025 was as
follows:
Beneficiary
Year
Number of options
Strike price in EUR
Olaf Kordes
2025
22,000
46.00
Francois Tesch
2025
15,500
52.61
Alain Huberty
2024
22,000
47.73
Francois Tesch
2024
15,500
33.99
OUTSTANDING STOCK OPTIONS
The number of unexercised options at 31 December
2025 amounts to 697,491, with an average strike price
of EUR 65.29 per share. This represents 3.4% of the total
shares in circulation. Of this number of options, 201,925
were free to exercise at 31 December 2025, while
495,566 were still in the lock-up period. Luxempart
holds a sufficient number of own shares to meet its
obligations in this regard.
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CORPORATE GOVERNANCE
Not named
LUXEMPART ANNUAL REPORT 2025
- 115
Not named
116ꢀ -ꢀ LUXEMPART ANNUAL REPORT 2025
Not named
LUXEMPART ANNUAL REPORT 2025ꢀ -ꢀ 117
Not named
CONTENTS
Consolidated statement of profit or loss
120
Consolidated statement of comprehensive income
121
Consolidated statement of financial position
122
Consolidated statement of cash flows
124
Consolidated statement of changes in equity
125
Notes to the consolidated financial statements
126
Note 1 - General information
126
Note 2 - Consolidation principles, valuation rules, and accounting standards
126
Note 3 - Segment information
133
Note 4 - Dividend income
138
Note 5 - Financial assets at fair value through profit or loss
138
Note 6 - Staff costs
141
Note 7 - Operating expenses
142
Note 8 - Current tax expenses
142
Note 9 - Current loans and receivables
143
Note 10 - Bank deposits, Cash and cash equivalents
143
Note 11 - Capital and share premium
144
Note 12 - Reserves and own shares
145
Note 13 - Current liabilities
147
Note 14 - Dividends paid
147
Note 15 - List of subsidiaries
147
Note 16 - Main off-balance sheet rights and commitments
149
Note 17 – Directors' allowances and executive management remuneration
150
Note 18 - Remuneration of the Réviseur d'entreprises agréé
150
Note 19 - Related parties
151
Note 20 - Financial risks
152
Note 21 - Post balance sheet events
153
Report of the Réviseur d'entreprises agréé
154
118
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LUXEMPART ANNUAL REPORT 2025
CONSOLIDATED FINANCIAL STATEMENTS
Not named
LUXEMPART ANNUAL REPORT 2025
-
119
Not named
Consolidated statement of profit or loss
FOR THE YEAR ENDED 31 DECEMBER 2025
in EUR m
Notes
31/12/2025
31/12/2024
Dividend income
4
65.0
47.6
Net gains / (losses) on financial assets
5
211.6
0.2
Profit on investment activities
276.6
47.8
Services / recovery of services
1.7
2.4
Staff costs
6
-10.0
-13.4
Operating expenses
7
-7.2
-7.9
Value adjustment and amortisation of non-current assets
-0.2
0.9
Profit from operating activities
260.9
29.9
Financial income
1.6
2.1
Financial expenses
-0.8
-0.9
Profit before tax
261.7
31.1
Current tax expenses
8
-0.8
-0.6
Profit for the year
260.9
30.5
Attributable to the owners of the Group
260.9
30.5
Earnings per share attributable to the owners of the Group (in EUR)
12
Basic
12.95
1.51
Diluted
12.82
1.48
The accompanying notes are an integral part of these consolidated financial statements.
120
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LUXEMPART ANNUAL REPORT 2025
CONSOLIDATED FINANCIAL STATEMENTS
Not named
Consolidated statement of comprehensive income
FOR THE YEAR ENDED 31 DECEMBER 2025
in EUR m
Notes 31/12/2025 31/12/2024
Consolidated profit / (loss) for the year
260.9
30.5
Items that could be reclassified subsequently to profit or loss
-
-
Total comprehensive income
260.9
30.5
Attributable to the owners of the Group
260.9
30.5
Comprehensive income per share attributable to the owners of the Group (in EUR)
12
Basic
12.95
1.51
Diluted
12.82
1.48
The accompanying notes are an integral part of these consolidated financial statements.
LUXEMPART ANNUAL REPORT 2025
-
121
Not named
Consolidated statement of financial position
AT 31 DECEMBER 2025
ASSETS
in EUR m
Notes
31/12/2025
31/12/2024
Non-current assets
Financial assets at fair value through profit or loss
5
2,460.2
2,242.1
Loans and receivables
0.5
1.4
Intangible and tangible assets
1.2
1.4
Total non-current assets
2,461.9
2,244.9
Current assets
Loans and receivables
9
8.3
10.0
Cash and cash equivalents
10
63.3
67.8
Total current assets
71.6
77.8
Total assets
2,533.5
2,322.7
The accompanying notes are an integral part of these consolidated financial statements.
122
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LUXEMPART ANNUAL REPORT 2025
CONSOLIDATED FINANCIAL STATEMENTS
Not named
EQUITY AND LIABILITIES
in EUR m
Notes
31/12/2025
31/12/2024
Equity attributable to the owners of the Group
Capital and share premium
11
66.9
66.9
Reserves
12
2,197.8
2,213.3
Profit / (loss) for the year attributable to the owners of the Group
260.9
30.5
Total equity attributable to the owners of the Group
2,525.6
2,310.7
Total equity
2,525.6
2,310.7
Current liabilities
Trade and other payables
13
7.9
12.0
Total current liabilities
7.9
12.0
Total equity and liabilities
2,533.5
2,322.7
The accompanying notes are an integral part of these consolidated financial statements.
LUXEMPART ANNUAL REPORT 2025
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123
Not named
Consolidated statement of cash flows
FOR THE YEAR ENDED 31 DECEMBER 2025
in EUR m
Notes
31/12/2025
31/12/2024
Profit / (loss) for the year
260.9
30.5
Adjustments for:
Value adjustment and amortisation of non-current assets
0.2
-1.0
Stock option plan
6
1.2
1.4
Net gains / (losses) on financial assets
5
-211.6
0.3
50.7
31.2
Acquisition of financial assets
5
-165.5
-94.0
Disposal of financial assets
5
159.0
144.4
Net change in loans and receivables
2.7
1.3
Net change in borrowings and debts
-4.2
-0.6
Other changes
0.8
-
Net cash flows from operating activities
43.5
82.2
Including:
Taxes paid
-0.6
-2.0
Interest received
1.3
1.6
Dividends received
4
65.0
47.6
Acquisitions / disposals of tangible and intangible assets
-
-0.1
Net cash flows from investing activities
0
-0.1
Transfer from / (to) deposits accounts
-
25.0
Disposals of own shares
1.7
2.7
Acquisitions of own shares
-2.7
-3.8
Dividends paid
14
-46.9
-43.7
Net cash flows from financing activities
-48.0
-19.7
Net increase/ (decrease) in cash
-4.5
62.4
Cash at the beginning of the year
67.8
5.4
Cash at the end of the year
63.3
67.8
Net increase / (decrease) in cash
-4.5
62.4
The accompanying notes are an integral part of these consolidated financial statements.
124
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CONSOLIDATED FINANCIAL STATEMENTS
Not named
Consolidated statement of changes in equity
FOR THE YEAR ENDED 31 DECEMBER 2024 AND 2025
in EUR m
Capital
and Share
Own
Legal
Notes premium shares reserve reserves
year
Total equity
Profit attributable to
Other for the owners of the
Group
Equity at 31/12/2023
66.9
-22.3
5.2
2,090.3
183.5
2,323.5
Dividends paid by the Group
14
-
-
-
-43.7
-
-43.7
Allocation of profit
-
-
-
183.5
-183.5
-
Operations on own shares
-
-1.2
-
0.2
-
-1.0
Reserve stock option plan
-
-
-
1.4
-
1.4
Comprehensive income for the year
-
-
-
-
30.5
30.5
Equity at 31/12/2024
66.9
-23.5
5.2
2,231.7
30.5
2,310.7
in EUR m
Capital
and Share
Own
Legal
Notes premium shares reserve reserves
year
Total equity
Profit attributable to
Other for the owners of the
Group
Equity at 31/12/2024
66.9
-23.5
5.2
2,231.7
30.5
2,310.7
Dividends paid by the Group
14
-
-
-
-46.9
-
-46.9
Allocation of profit
-
-
-
30.5
-30.5
-
Operations on own shares
-
-0.5
-
0.2
-
-0.3
Reserve stock option plan
-
-
-
1.2
-
1.2
Comprehensive income for the year
-
-
-
-
260.9
260.9
Equity at 31/12/2025
66.9
-24.0
5.2
2,216.7
260.9
2,525.6
The accompanying notes are an integral part of these consolidated financial statements.
LUXEMPART ANNUAL REPORT 2025
-
125
Not named
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 ended on 31 December 2024 and
31 December 2025 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
register under no. B27846.
Luxempart is primarily active in Benelux, DACH region, France and Italy; it actively manages a portfolio of listed and
unlisted companies.
On 24 March 2026, the Board of Directors approved the consolidated financial statements as at 31 December 2025.
The consolidated financial statements will be submitted for approval by the Shareholders at the Annual General Meeting
to be held on 27 April 2026.
Note 2 - Consolidation principles, valuation rules,
and accounting standards
DECLARATION OF CONFORMITY
The consolidated 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 millions of euros (EUR m), unless otherwise indicated. In prior
year, the financial statements were presented in thousands of euros. The presentation has been changed to better align
with the reporting format used in management report and external communications. Comparative information has been
re-presented accordingly. The functional currency is the euro (EUR).
Financial information presented in these financial statements has been rounded to the nearest million or one decimal
where applicable. As a result, totals may not exactly equal the sum of the individual amounts presented.
The consolidated financial statements are prepared based on the historical cost basis, with the exception of financial
assets at fair value through profit or 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 years ended 31 December 2024 and 31 December 2025 and are presented
before allocation of the Company's profit. The allocation of profit for the year 2025 will be proposed at the Annual
General Meeting on 27 April 2026.
Notes to the consolidated
financial statements
AT 31 DECEMBER 2025
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CONSOLIDATED FINANCIAL STATEMENTS
Not named
SIGNIFICANT MANAGEMENT JUDGMENTS
Qualification as an "investment entity"
Management has exercised significant judgments in determining that Luxempart qualifies as an investment entity
with the meaning of IFRS 10. 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 objective is to invest funds solely for returns from capital appreciation and investment income, or both.
To meet this objective, Luxempart has built a strategy on two pillars: the Direct Investments and the Investment
Funds. Direct Investments are made with a medium to long-term perspective to allow portfolio companies sufficient
time to implement their strategy, execute their business plan and develop their potential. Each investment pillar 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 acquiring 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 15.
LUXEMPART ANNUAL REPORT 2025
-
127
Not named
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 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 15.
TRANSACTIONS IN FOREIGN CURRENCIES
Transactions carried out in foreign currencies are converted into the functional currency at the exchange rate in force
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. One euro equals to:
31/12/2025
31/12/2024
US Dollar
1.175
1.039
Swiss Franc
0.930
0.941
Danish Crown
7.469
7.458
INTANGIBLE ASSETS WITH A FINITE USEFUL LIFE
Intangible assets with finite useful lives are measured at cost less accumulated amortisation and accumulated impairment
losses. Amortisation is calculated using the straight-line method over the estimated useful life of the asset, taking into
account its excepted 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
Not named
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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-
129
Not named
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 with a maturity of more than three months. They are less liquid than regular sight
deposits due to their fixed term. They are presented under "Bank deposits" in the consolidated statement of financial
position.
Cash and cash equivalents include cash on hand, sight deposits, and short-term deposits with maturity with an original
maturity of three monts or less as well as highly liquid investments that are readily convertible into cash.
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.
Unlisted financial assets are measured using valuation methods in line with the International Private Equity and
Venture Capital Valuation (IPEV) guidelines. During the measurement of the fair value of the financial assets in unlisted
companies, Luxempart adopts a multi-criteria approach and applies one or several of the methods described in the
note 5.
Discounts may be applied to the values obtained by using each of these methods (discounts for illiquidity, for small
company, etc.).
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. 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.
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CONSOLIDATED FINANCIAL STATEMENTS
Not named
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 has been granted to 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.
CURRENT AND DEFERRED TAXES
Income taxes are calculated in accordance with applicable 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.
LUXEMPART ANNUAL REPORT 2025
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131
Not named
PROVISIONS AND OTHER LIABILITIES
Provisions are recognised when the Group has a present obligation (legal or implied) resulting from past events and
when it is probable that an outflow of resources will be required and the amount can be reliably 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 reflects Luxempart's investment strategy based on two segments:
• "Direct Investments", which consist of taking direct participations in companies located in the target geographical
regions, primarily Belux region (Belgium and Luxembourg), France, the DACH region (Germany, Austria, and Swit-
zerland) and Italy.
• "Investment Funds", which consist of investments in funds mainly active in private equity.
The Group Executive Committee monitors the performance of the Group based on reporting disclosing these two
segments, but not using any geographical segmentation.
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. Income from these services are 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.
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CONSOLIDATED FINANCIAL STATEMENTS
Not named
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 2025, had no impact on the Group's
consolidated financial statements:
• Amendments to IAS 21 - Lack of exchangeability
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 2025.
The Group does not expect these standards to have a significant impact on the consolidated financial statements. In
particular, IFRS 18 – Presentation and Disclosure in Financial Statements has not been early adopted and is expected
to have only a limited impact on the presentation of the Group's financial statements, without affecting its financial
position or performance.
Note 3 - Segment information
Strategic segmentation
Luxempart's investment strategy is based on two segments: Direct Investments and Investment Funds.
A description of these activities, including the returns generated by these investment activities and the allocation of
resources, is provided in the Management report.
The investment in Foyer S.A. represents a significant portion of the items "Dividend income" and "Net gains / (losses)
on financial assets". This investment accounts for more than 10% of the total profit from investment activities.
All assets, equity, liabilities, income and expenses that are not directly allocated to a segment are presented under
"Other".
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133
Not named
CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
Profit or loss
in EUR m
Direct
Investments
Investment
Funds
Other 31/12/2025
Dividend income
33.3
31.7
-
65.0
Net gains / (losses) on financial assets
201.2
15.6
-5.2
211.6
Profit on investment activities
234.5
47.3
-5.2
276.6
Services / recovery of services
-
-
1.7
1.7
Staff costs
-
-
-10.0
-10.0
Operating expenses
-
-
-7.2
-7.2
Value adjustment and amortisation of non-current
assets
-
-
-0.2
-0.2
Profit from operating activities
234.5
47.3
-20.9
260.9
Financial income
-
-
1.6
1.6
Financial expenses
-
-
-0.8
-0.8
Profit before tax
234.5
47.3
-20.1
261.7
Tax expenses
-
-
-0.8
-0.8
Profit for the year
234.5
47.3
-20.9
260.9
Assets
in EUR m
Direct
Investments
Investment
Funds
Other 31/12/2025
Non-current assets
Financial assets at fair value through profit or loss
1,669.5
638.7
152.0
2,460.2
Bank deposits, loans and receivables
0.5
-
-
0.5
Intangible and tangible assets
-
-
1.2
1.2
Total non-current assets
1,670.0
638.7
153.2
2,461.9
Total current assets
-
-
71.6
71.6
Total assets
1,670.0
638.7
224.8
2,533.5
Equity and liabilities
in EUR m
Direct
Investments
Investment
Funds
Other 31/12/2025
Total equity
-
-
2,525.6
2,525.6
Total liabilities
-
-
7.9
7.9
Total equity and liabilities
-
-
2,533.5
2,533.5
134
-
LUXEMPART ANNUAL REPORT 2025
CONSOLIDATED FINANCIAL STATEMENTS
Not named
CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Profit or loss
in EUR m
Direct
Investments
Investment
Funds
Other 31/12/2024
Dividend income
47.6
-
-
47.6
Net gains / (losses) on financial assets
-43.1
49.0
-5.7
0.2
Profit on investment activities
4.5
49.0
-5.7
47.8
Services / recovery of services
-
-
2.4
2.4
Staff costs
-
-
-13.4
-13.4
Operating expenses
-
-
-7.9
-7.9
Value adjustment and amortisation of non-current
assets
-
-
0.9
0.9
Profit from operating activities
4.5
49.0
-23.6
29.9
Financial income
-
-
2.1
2.1
Financial expenses
-
-
-0.9
-0.9
Profit before tax
4.5
49.0
-22.4
31.1
Tax expenses
-
-
-0.6
-0.6
Profit for the year
4.5
49.0
-23.0
30.5
Assets
in EUR m
Direct
Investments
Investment
Funds
Other 31/12/2024
Non-current assets
Financial assets at fair value through profit or loss*
1,545.1
581.3
115.7
2,242.1
Bank deposits, loans and receivables
1.4
-
-
1.4
Intangible and tangible assets
-
-
1.4
1.4
Total non-current assets
1,546.5
581.3
117.1
2,244.9
Total current assets
-
-
77.8
77.8
Total assets
1,546.5
581.3
194.9
2,322.7
Equity and liabilities
in EUR m
Direct
Investments
Investment
Funds
Other 31/12/2024
Total equity
-
-
2,310.7
2,310.7
Total liabilities
-
-
12.0
12.0
Total equity and liabilities
-
-
2,322.7
2,322.7
*Some figures as of 31/12/2024 have been restated to ensure comparability with the figures as of 31/12/2025
LUXEMPART ANNUAL REPORT 2025
-
135
Not named
Geographic segmentation
The following table provides details on segmentation information based on country incorporation.
As at 31 December 2024, a geographical reclassification of a financial asset was made in order to improve the
consistency of the presentation of financial information. This reclassification is purely informative and has no impact
on the financial statements or their interpretation.
CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2025
Profit or loss
in EUR m
Belux
DACH
France
Italy
Other 31/12/2025
Dividend income
42.1
22.7
-
-
0.2
65.0
Net gains / (losses) on financial assets
186.4
40.1
6.9
-14.6
-7.2
211.6
Profit on investment activities
228.5
62.8
6.9
-14.6
-7.0
276.6
Services / recovery of services
1.7
-
-
-
-
1.7
Staff costs
-8.9
-0.5
-0.6
-
-
-10.0
Operating expenses
-6.9
-0.1
-0.2
-
-
-7.2
Value adjustment and amortisation of
non-current assets
-0.1
-
-0.1
-
-
-0.2
Profit from operating activities
214.3
62.2
6.0
-14.6
-7.0
260.9
Financial income
1.6
-
-
-
-
1.6
Financial expenses
-0.8
-
-
-
-
-0.8
Profit before tax
215.1
62.2
6.0
-14.6
-7.0
261.7
Tax expenses
-0.8
-
-
-
-
-0.8
Profit for the year
214.3
62.2
6.0
-14.6
-7.0
260.9
Assets
in EUR m
Belux
DACH
France
Italy
Other 31/12/2025
Non-current assets
Financial assets at fair value through
1,341.6
profit or loss
316.6
539.7
108.2
154.1
2,460.2
Bank deposits, loans and receivables
-
-
-
-
0.5
0.5
Intangible and tangible assets
1.2
-
-
-
-
1.2
Total non-current assets
1,342.8
316.6
539.7
108.2
154.6
2,461.9
Total current assets
63.7
5.2
0.0
0.1
2.6
71.6
Total assets
1,406.5
321.8
539.7
108.3
157.2
2,533.5
Equity and liabilities
in EUR m
Belux
DACH
France
Italy
Other 31/12/2025
Total equity
2,525.6
-
-
-
-
2,525.6
Total liabilities
7.6
0.2
0.1
-
-
7.9
Total equity and liabilities
2,533.2
0.2
0.1
-
-
2,533.5
136
-
LUXEMPART ANNUAL REPORT 2025
CONSOLIDATED FINANCIAL STATEMENTS
Not named
CONSOLIDATED STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
Profit or loss
in EUR m
Belux
DACH
France
Italy
Other 31/12/2024
Dividend income
32.4
15.2
-
-
-
47.6
Net gains / (losses) on financial assets
55.7
26.9
-40.3
-50.1
7.9
0.2
Profit on investment activities
88.1
42.1
-40.3
-50.1
7.9
47.8
Services / recovery of services
2.4
-
-
-
-
2.4
Staff costs
-11.4
-1.4
-0.5
-
-
-13.4
Operating expenses
-7.6
-0.1
-0.2
-
-
-7.9
Value adjustment and amortisation of
1.0
non-current assets
-0.0
-0.0
-
-
0.9
Profit from operating activities
72.5
40.6
-41.0
-50.1
7.9
29.9
Financial income
2.1
-
-
-
-
2.1
Financial expenses
-0.9
-
-
-
-
-0.9
Profit before tax
73.7
40.6
-41.0
-50.1
7.9
31.1
Tax expenses
-0.6
-0.0
-0.0
-
-
-0.6
Profit for the year
73.1
40.6
-41.0
-50.1
7.9
30.5
Assets
in EUR m
Belux
DACH
France
Italy
Other 31/12/2024
Non-current assets
Financial assets at fair value through
1,040.5
profit or loss
393.6
564.0
123.5
120.5
2,242.1
Bank deposits, loans and receivables
-
1.4
-
-
-
1.4
Intangible and tangible assets
1.4
-
-
-
-
1.4
Total non-current assets
1,041.9
395.0
564.0
123.5
120.5
2,244.9
Total current assets
72.1
5.4
0.1
-
0.2
77.8
Total assets
1,114.0
400.5
564.1
123.5
120.7
2,322.7
Equity and liabilities
in EUR m
Belux
DACH
France
Italy
Other 31/12/2024
Total equity
2,310.7
-
-
-
-
2,310.7
Total liabilities
11.1
0.2
0.7
-
-
12.0
Total equity and liabilities
2,321.8
0.2
0.7
-
-
2,322.7
LUXEMPART ANNUAL REPORT 2025
-
137
Not named
Note 4 - Dividend income
The following table breaks down the dividends income recognised during the year:
in EUR m
31/12/2025 31/12/2024
Foyer S.A.
31.9
31.9
Other
33.1
15.7
Total
65.0
47.6
Note 5 - 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 2024 and 2025.
in EUR m
Financial assets at fair value
through profit or loss
Fair value as at 31/12/2023
2,292.8
Acquisitions
94.0
Disposals
-144,4
Net gains/(losses) on financial assets
-0,3
Fair value as at 31/12/2024
2,242.1
Acquisitions
165.5
Disposals
-159.0
Net gains/(losses) on financial assets
211.6
Fair value as at 31/12/2025
2,460.2
Financial assets at fair value through profit or loss ("AFVPL") are classified into two segments, Direct Investments and
Investment Funds.
During the 2025 financial year, the Group invested:
• EUR 71.8m in Direct Investments: mainly in a co-investment in Nexus AG (EUR 48.0m), Assmann (EUR 7.1m), Kestrel
Vision, Alphacaps, and launched a new buy-and-build platform with partners in Germany.
• EUR 18.8m in listed companies, mainly in Atenor, Tonies and Medios
• EUR 48.9m in Investment Funds
• EUR 26.0m in bonds funds managed within the Capital at Work portfolio.
Disposals realised in 2025 include the sale of Nexus (EUR 123.0m) and disposals of short duration fixed income
investments (EUR 15.2m). The Group also received distributions from the Armira investment amounting to EUR 11.9m,
and from Luxco Invest for EUR 8.7m.
The net capital gains /(losses) realised in 2025 of EUR 1.9m (2024: EUR-1.7m) correspond to the value increase/
(decrease) since 31 December 2024. This amount is included in the item "Net Gains /(losses) on financial assets".
The carrying amount of the assets AFVPL is their value. Assets AFVPL are categorised as level 1 and 3 in the fair
value hierarchy. Changes in fair value are recognised in the statement of profit or loss under "Net gains / (losses) on
financial assets".
138
-
LUXEMPART ANNUAL REPORT 2025
CONSOLIDATED FINANCIAL STATEMENTS
Not named
FAIR VALUE HIERARCHY
The Group uses a fair value hierarchy that reflects the significance of the data allowing valuations to be established.
Level
Fair value input
Type of investments
Level 1
Quoted prices (unadjusted) in active markets
Listed investments
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)
Derivatives (none in the portfolio)
Level 3
Inputs that are not based on observable market
data
Unlisted investments: mainly investments in
private companies and unlisted funds
FAIR VALUE HIERARCHY OF FINANCIAL ASSETS AFVPL
in EUR m
Level 1
Level 3
Total
Fair value as at 31/12/2023
275.5
2,017.3
2,292.8
Acquisitions
70.9
23.1
94.0
Disposals
-2.4
-142.0
-144.4
Net gains/(losses) on financial assets
-6.4
6.0
-0.3
Fair value as at 31/12/2024
337.7
1,904.4
2,242.1
Acquisitions
45.0
120.5
165.5
Disposals
-143.1
-15.9
-159.0
Net gains/(losses) on financial assets
48.3
163.3
211.6
Fair value as at 31/12/2025
287.9
2,172.3
2,460.2
Level 1 Financial assets consist of listed investments, mainly in Atenor, Technotrans, Medios, and Capital at Work.
Level 3 Financial assets consist of private investments, mainly in Foyer, Armira Holding, Evariste, Crealis, Kestrel,
Alphacaps, and Luxempart Capital Partners SICAR S.A.
LUXEMPART ANNUAL REPORT 2025
-
139
Not named
LEVEL 3 FINANCIAL ASSETS - VALUATION TECHNIQUES AND RISK ANALYSIS
The following table provides information on the valuation 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 applied.
Investments 31/12/2025
Fair value at
Valuation
technique
inputs
Range
(weighted
average) for
Unobservable unobservable unobservable
inputs
Sensitivity on
input
Fair value
impact of
sensitivity
Unlisted
private equity
investments
EUR 1,350.8m
(2024: EUR
1,149.5m)
Earning
multiples
The most
commonly
used valuation
technique for
investments
in Private
Equity. Earnings
multiples are
applied to
the earnings
(mostly EBITDA)
of the investee
company to
determine its
enterprise
value.
- Earnings
multiples
derived from
the multiples
of comparable
listed
companies with
the most similar
characteristics
(industry,
geography...)
- Earnings, as
reported by
the investee
company and,
if applicable,
adjusted for
non-recurring
items as
prescribed by
the IFRS.
Range of
EV/EBITDA
multiples: 4.6x
to 17.3x (2024:
5.5x – 16.0x)
Weighted
average of
implied EV/
EBITDA
multiples: 10.4x
(2024: 9.7x)
10% sensitivity
applied to the
earnings multiple.
The estimated
fair value would
increase if the
earnings multiples
increased.
Positive impact:
EUR 148.3m
(2024: EUR
129.9m)
Negative impact:
EUR 169.9m
(2024: EUR
134.7m)
Unlisted
investment
funds
EUR 821.5m
(2024: EUR
754.9m)
Adjusted net
asset value
Net asset value
(NAV) reported
by the fund
manager (after
provision
for carried
interest and
performance
fees)
n.a.
10% sensitivity
applied to reported
NAV. The estimated
fair value would
increase if the
reported NAV was
higher.
Fair value
impact:
EUR 73.4m
(2024: EUR
70.5m)
140
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LUXEMPART ANNUAL REPORT 2025
CONSOLIDATED FINANCIAL STATEMENTS
Not named
Note 6 - Staff costs
The following table provides details of staff costs:
in EUR m
31/12/2025 31/12/2024
Remuneration, wages, and bonuses
8.5
12.4
Social security contributions
0.8
0.6
Supplementary pension plan
0.7
0.4
Total
10.0
13.4
As at 31 December 2025, "Remuneration, wages and bonuses" comprised expenses amounting to EUR 1.2m (2024:
EUR 1.4m) relating to the recognition of the stock options granted to Management and employees in 2025.
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.
Contributions are paid annually and recognised in the consolidated statement of profit or loss.
Number of employees
The following table indicates the average number of employees over the year:
Category
31/12/2025 31/12/2024
Managers
5
5
Staff
26
23
Total
31
28
LUXEMPART ANNUAL REPORT 2025
-
141
Not named
Note 7 - Operating expenses
The following table provides details on operating expenses:
in EUR m
31/12/2025 31/12/2024
External advisors and other similar fees
3.2
3.8
Taxes other than income tax
0.6
0.6
Directors' allowances
0.9
1.0
Rental expenses
0.6
0.6
Administrative expenses and other operating expenses
1.9
2.0
Total
7.2
7.9
All expenses are recognised in the consolidated statement of profit or loss when occured.
Note 8 - Current tax expenses
The Group recognises the current tax expenses on corporate profits as follows:
DETAIL OF TAXES
in EUR m
31/12/2025 31/12/2024
Corporate income tax (IRC)
0.0
0.0
Subtotal income tax expenses
0.0
0.0
Net wealth tax
0.8
0.6
Total
0.8
0.6
RECONCILIATION OF INCOME TAX EXPENSES TO THE ACCOUNTING PROFIT
in EUR m
31/12/2025 31/12/2024
Profit before tax
261.7
31.1
Company's average tax rate
23.9%
24.9%
Theoretical tax expense
62.5
7.8
Effect of non-taxable capital gains
-50.0
-0.4
Effect of non-taxable dividends
-15.5
-11.9
Other tax adjustments
3.1
4.5
Total tax expense
0.0
0.0
The item "Other tax adjustements" includes non-deductible expenses related to non-taxable participations.
142
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LUXEMPART ANNUAL REPORT 2025
CONSOLIDATED FINANCIAL STATEMENTS
Not named
Note 9 - Current loans and receivables
The following table provides details of the current loans and receivables:
in EUR m
31/12/2025 31/12/2024
Tax receivables
6.5
7.8
Trade receivables
1.4
2.0
Other receivables
0.4
0.3
Total
8.3
10.0
As at 31 December 2025, Luxempart has withholding tax reclaims of EUR 5.2m (2024: EUR 5.4m) from the German
tax authorities.
The fair value of short-term receivables does not differ significantly from their carrying amount. Current loans and
receivables have a maturity of less than one year.
Note 10 - Bank deposits, Cash and cash equivalents
The following table provides details of the bank deposits, cash and cash equivalents:
in EUR m
31/12/2025 31/12/2024
Bank deposits with a maturity of less than3 months
45.0
60.3
Cash and cash equivalents
18.3
7.4
Total
63.3
67.8
Bank deposits of the Group are placed in accounts with a maturity of less than three months.
These deposits bear interest at variable market rate. An analysis of liquidity risk is provided in note 20.
LUXEMPART ANNUAL REPORT 2025
-
143
Not named
Note 11 - Capital and share premium
CAPITAL AND SHARE PREMIUM
in EUR m
31/12/2025 31/12/2024
Subscribed capital
51.8
51.8
Share premium
15.1
15.1
Total
66.9
66.9
CAPITAL MANAGEMENT
As at 31 December 2025, the subscribed capital amounts to EUR 51,750,000 and is represented by 20,700,000 fully
paid-up shares without a nominal value. Each share entitles its holder to receive dividends and to one 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 2030 Annual General Meeting, to buy back the Company's own
shares. The accounting par value of the shares repurchased including own shares already acquired, may not exceed
30% of the subscribed capital. This share buyback policy aims to improve the liquidity of the Company's shares on the
stock exchange, grant shares to managers, cancel the own shares following a decision of the Extraordinary General
Meeting, or transfer such 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 underlying investment.
144
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LUXEMPART ANNUAL REPORT 2025
CONSOLIDATED FINANCIAL STATEMENTS
Not named
Note 12 - 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 2025, the legal reserve amounts to EUR 5.2m (2024: EUR 5.2m).
OTHER RESERVES
in EUR m
31/12/2025 31/12/2024
Consolidated reserves
2,204.3
2,219.6
Special reserve
6.6
6.6
Stock option plan reserve
6.8
5.6
Total
2,216.7
2,231.7
Consolidated reserves
The consolidated reserves are composed of the income accumulated by the subsidiaries since their first consolidation,
as well as of some movements related to consolidation entries.
Special reserve
As at 31 December 2025, the special reserve includes the untaxed capital gains from disposal of participations.
These capital gains, recognised in equity, result from the 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.
Therefore this reserve is non distributable.
Stock option plan reserve
As at 31 December 2025, the stock option plan reserve amounted to EUR 6.8m (2024: EUR 5.6m). This reserve relates
to the recognition of stock option attributed to Management and employees in 2025. This expense is recognised
under "Remuneration, wages and bonuses" in the consolidated statement of profit or loss and disclosed in the note 6.
The fair value of the options is calculated according to the Black-Scholes model.
For the financial year 2025, the Board of Directors granted 147,500 Luxempart options with an exercise price of EUR
70.79 per share (2024: 132,500 options with an exercise price of EUR 66.6).
LUXEMPART ANNUAL REPORT 2025
-
145
Not named
The table below presents the movements in share options during the year.
Total
Options outstanding at 31/12/2023
531,491
Options exercised in 2024
-61,500
Options granted in 2024
132,500
Options outstanding at 31/12/2024
602,491
Options exercised in 2025
-52,500
Options granted in 2025
147,500
Options outstanding at 31/12/2025
697,491
The average exercise price of options exercised in 2025 was EUR 47.9 (2024: EUR 44.3).
The table below provides the main characteristics of the plan:
Tranche
Attribution
year
Exercise price
Exercise period
Share price
at grant date
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
75.05
March 2027 - March 2033
73.00
Tranche 16
2024
66.60
March 2028 - March 2034
66.00
Tranche 17
2025
70.79
March 2029 - March 2035
68.50
Dividend growth
2.9%
Historical volatility of share price
18.5%
201,925 options were exercisable at 31 December 2025 (2024: 134,325).
OWN SHARES AND RESERVE FOR OWN SHARES
Number of shares
issued
Number of own
Number of
shares outstanding shares
As at 31/12/2023
20,700,000
570,682
20,129,318
Acquisition and disposals
-
-11,500
11,500
As at 31/12/2024
20,700,000
559,182
20,140,818
Acquisition and disposals
-
-15,500
15,500
As at 31/12/2025
20,700,000
543,682
20,156,318
As at 31 December 2025, Luxempart holds 543,682 own shares (2024: 559,182 own shares), with the reserve for
own shares amounting to EUR-24.0m (2024: EUR -23.5m).
They were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive.
The weighted average number of shares outstanding as at 31 December 2025 is 20,147,449 (2024: 20,128,721).
The weighted average number of shares (diluted) as at 31 December 2025 is 20,349,374 (2024: 20,515,646).
146
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LUXEMPART ANNUAL REPORT 2025
CONSOLIDATED FINANCIAL STATEMENTS
Not named
Note 13 - Current liabilities
in EUR m
31/12/2025 31/12/2024
Tax and social debts
2.8
7.0
Tax provisions
2.8
2.8
Trade liabilities
1.9
1.9
Other debts
0.4
0.3
Total
7.9
12.0
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 2025 bonuses that will be paid in 2026.
The fair value of current liabilities does not differ significantly from their carrying amount.
Note 14 - Dividends paid
The consolidated financial statements as at 31 December 2025 do not include the dividend that will be proposed to the
Annual General Meeting of 27 April 2026, accordingly this dividend was not been recognised as a liability in the 2025
consolidated financial statements.
31/12/2025 31/12/2024
Gross dividend per share (in EUR)
2.33
2.17
Dividends paid (in EUR m)
46.9
43.7
The Board of Directors will propose an ordinary dividend of EUR 2.56 gross per share. The payment terms of the
dividend will be communicated during the Annual General Meeting of 27 April 2026.
Note 15 - List of subsidiaries
SUBSIDIARIES PROVIDING INVESTMENT RELATED SERVICES THAT ARE FULLY
CONSOLIDATED
The following table lists all subsidiaries providing investment related services to the Group and that are fully consolidated:
Subsidiary
Place of incorporation
Percentage
held in 2025
Percentage
held in 2024
Luxempart Beratungsgesellschaft mbH
Germany
100%
100%
Luxempart Conseil SAS
France
100%
100%
Bravo Capital SA
Luxembourg
80%
80%
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.
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Not named
NON-CONSOLIDATED SUBSIDIARIES AND ASSOCIATES
The following table lists all entities under the Company's control or significant influence, and which are measured at fair
value through profit or loss (note 5). As an investment entity the Group is exempt from any requirement to consolidate
these companies. Luxempart has neither provided nor committed to provide financial or other support to any of its
non-consolidated subsidiaries, except for the commitments disclosed in note 16.
Subsidiary (Investment)
Place of incorporation
Percentage
held in 2025
Percentage
held in 2024
Indufin NV
Belgium
40.0%
40.0%
M-Sicherheitsholding GmbH**
Germany
30.0%
30.0%
Pescahold S.A.
Luxembourg
100.0%
100.0%
Luxempart Invest S.à.r.l*
Luxembourg
100.0%
100.0%
Environeering Partners GmbH
Germany
96.1%
-
Pryco GmbH (Prym)
Germany
55.6%
55.6%
Foyer S.A.
Luxembourg
31.9%
31.9%
E-Sicherheitsholding GmbH**
Germany
23.1%
23.1%
Assmann holding GmbH
Germany
58.6%
48.6%
Efesto Investment S.à.r.l (MTWH)
Luxembourg
23.7%
23.7%
Evariste holding SAS
France
44.6%
44.6%
LuxCo Invest S.à.r.l*
Luxembourg
80.5%
80.5%
Kestrel Vision SAS
France
27.8%
27.8%
RoLux SAS (Coutot-Roehrig)
France
35.2%
35.3%
XV Holding GmbH (Alphacaps)
Germany
37.1%
38.1%
Luxempart Capital Partners SICAR S.A.*
Luxembourg
100.0%
100.0%
Quip Holding GmbH
Germany
55.1%
51.0%
Bravo Capital Partners II SCA-SICAV-RAIF
Luxembourg
45.0%
45.0%
Bravo Capital Partners SCA RAIF*
Luxembourg
100.0%
100.0%
Vesta Corporation S.p.A.
Italy
70.0%
70.0%
Luxempart German Investments S.A.*
Luxembourg
100.0%
100.0%
Arwe Mobility Holding (in liquidation)
Germany
50.0%
50.0%
Rattay Group GmbH
Germany
39.9%
39.9%
WDS GmbH
Germany
44.0%
44.0%
Luxempart French Investment S.à.r.l*
Luxembourg
100.0%
100.0%
D'Alba Invest S.à.r.l*
Luxembourg
99.2%
99.2%
* These entities are investments entities, such as defined by IFRS 10.
** These entities are holding companies without any investments.
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CONSOLIDATED FINANCIAL STATEMENTS
Not named
Note 16 - Main off-balance sheet rights and
commitments
The main off-balance sheet commitments of the Group, in accordance with the applicable accounting standards, are
related to shareholder agreements or other contracts subject to confidentiality obligations.
As part of shareholder agreements entered into with third parties, the Group may be required, depending on the
circumstances, to maintain a certain level of shareholding in intermediate holding companies.
Furthermore, the Group benefits from pre-emption rights or preferential subscription rights on certain investments
in its portfolio. These rights are conditional upon a capital increase of the relevant portfolio company or the sale
of shares in the company by an existing shareholder. Other rights obtained primarily include the possibility for
Luxempart and its investment subsidiaries to follow a shareholder selling all or part of their stake (tag-along right).
The commitments given by Luxempart and its investment subsidiaries relate to obligations to sell (drag-along right)
should certain shareholders dispose of their shares.
The Group is also a party to call and/or put option agreements, under which it commits to repurchasing the shares
(or a fraction thereof) held by managers of its portfolio companies in the event of certain occurrences (notably
their departure). Likewise, the Group benefits from sale commitments granted by these managers under the same
circumstances.
In the context of acquiring or disposing of its assets, the Group benefits from the usual warranties granted by the sellers
and, in turn, provides such warranties to buyers, along with certain specific guarantees negotiated on a case-by-case basis.
The Group has invested in investment funds through its subsidiary Luxempart Capital Partners SICAR S.A. 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 2025, Luxempart has the following undrawn commitments:
in EUR m
31/12/2025 31/12/2024
Undrawn commitments in EUR
164.1
112.6
Undrawn commitments in USD (converted in EUR)
184.2
148.8
Total
348.3
261.3
As at 31 December 2025, Luxempart had five confirmed credit lines in place totalling EUR 225m. As at 31 December
2025, the credit lines have the following situation:
in EUR m
31/12/2025 31/12/2024
Confirmed credit lines
225.0
200.0
Amount drawn
-
-
Amount undrawn
225.0
200.0
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Not named
Note 17 – Directors' allowances and executive
management remuneration
in EUR m
31/12/2025 31/12/2024
Directors' allowances and attendance fees
1.1
1.2
Management remuneration
3.1
4.8
Total
4.2
6.1
Directors' allowances and attendance fees as well as executive management remuneration for 2025 is recognised in
"Operating expenses" (note 7) and in "Staff costs" (note 6). The remuneration of executive officers includes a provision
for bonus payable in 2026, relating to 2025.
Note 18 - Remuneration of the Réviseur d'entreprises
agréé
The following table shows fees paid to the Réviseur d'entreprises agréé:
in EUR m
31/12/2025 31/12/2024
Audit services
0.2
0.1
Total
0.2
0.1
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 7).
The Réviseur d'entreprises agréé of Luxempart is also the Réviseur d'entreprises agréé of some subsidiaries (Luxempart
Capital Partners SICAR S.A., Bravo Capital Partners SCA RAIF and Luxco Invest S.à.r.l). The remuneration of the Réviseur
d'entreprises agréé for these subsidiaries is EUR 0.1m (2024: EUR 0.1m).
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CONSOLIDATED FINANCIAL STATEMENTS
Not named
Note 19 - Related parties
Luxempart has various related parties:
• 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 unconsolidated subsidiaries and investments are
presented below :
Consolidated statement of profit or loss (in EUR m)
31/12/2025 31/12/2024
Dividend income
42.3
46.2
Services / recovery of services
1.7
2.3
Operating expenses
0.6
0.8
Financial income
0.0
0.3
Consolidated statement of financial position (in EUR m)
31/12/2025 31/12/2024
Financial assets at fair value throught profit or loss as at 31/12/2024
1,877.9
1,925.2
Movements on Financial assets at fair value throught profit or loss
340.5
-47.3
Financial assets at fair value throught profit or loss as at 31/12/2025
2,218.4
1,877.9
Loans and receivables as at 31/12/2024
1.1
0.1
Movements on loans and receivables
-1.0
1.0
Loans and receivables as at 31/12/2025
0.1
1.1
Management and Directors
in EUR m
31/12/2025 31/12/2024
Board Members, Executive Committee Members
4.2
6.1
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Not named
Note 20 - Financial risks
MANAGEMENT OF MARKET RISK
The Group's main risk arises from the exposure of its financial assets to market risk. The risk management policy is
defined and monitored 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 relate to developments in financial markets (stock markets, comparable transactions, market multiples, etc.).
Luxempart does not systematically sell its participations based on market short term volatility. In principle, the Group
does not use financial instrument to hedge market risk. Nevertheless, it regularly monitors changes in the value of
its investments.
Investments in companies listed on the stock exchange (mainly of the stock exchanges of Luxembourg, Brussels, and
Frankfurt) represent 11.1% of the Net Asset Value as at 31 December 2025 (2024: 14.6%).
MANAGEMENT OF INTEREST RATE RISK
Interest risk is the risk that the interest income or expenses relating to financial assets and liabilities may be affected
by an unfavourable change in interest rates.
As at 31 December 2025, this risk is limited due to the low level of receivables and payables and the absence of
financial debt.
MANAGEMENT OF FOREIGN EXCHANGE RISK
The Group mainly invests in assets in the Group's functional currency (EUR).
The portfolio of Luxempart is composed of one investment that is denominated in a foreign currency amounting to
EUR 20.4m. This investment represents 0.8% of the financial assets at fair value through profit or loss. Consequently
no reasonably possible change in exchange rate would have a significant impact on the accounts of Luxempart.
The portfolio of Luxempart Capital Partners includes of investments in USD which represent 24.1% of the value of
its financial assets. These investments are not hedged against foreign exchange risk as management considers the
associated risk to be limited.
MANAGEMENT OF CREDIT RISK
Credit risk is the risk that counterparties fail to meet their contractuel obligations towards the Group. Credit risk arises
mainly from cash at bank, bank deposits, tax receivables, and other receivables, as well, as to a lesser extent, at the
level of the underlying investments.
In 2025, there was no significant change in the management of credit risk. Luxempart minimises its exposure by
entering into commitments with financial institutions with a high rating between AA+ and A-. In order to minimise
any concentration risk, Luxempart diversifies its exposure across several counterparties, with a maximum of 8.4% of
its net asset value.
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CONSOLIDATED FINANCIAL STATEMENTS
Not named
MANAGEMENT OF LIQUIDITY RISK
Luxempart has EUR 348.3m undrawn commitments, mainly relating to its investments in funds (note 16). Management
monitors these commitments and capital calls on a quarterly basis to ensure that sufficient liquidity is available when
required. As at 31 December 2025, Luxempart has entered into four credit facilities of EUR 50m each and one credit
line facility of EUR 25m. The level of cash at bank, bank deposits, liquid bonds portfolios and confirmed credit facilities
is sufficient to meet its commitments. Given this high level of liquidity, Luxempart considers its liquidity risk to be low.
Note 21 - Post balance sheet events
On 29 January 2026, Luxempart closed a majority investment (>75%) into Valeara, a German healthcare provider.
Valeara is the only multi-regional outpatient mental healthcare platform in Germany with over 700 employees serving
more than 220.000 patient cases per annum. The company provides outpatient-focused services in psychology,
psychiatry, and neurology through an integrated platform of different care settings and interdisciplinary teams. Genui,
the former owner of Valeara, together with the management team, remained invested in the company alongside Luxempart.
LUXEMPART ANNUAL REPORT 2025
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Not named
Report of the Réviseur d'entreprises agréé
KPMG Audit S.à r.l.
Tel: +352 22 51 51 1
39, Avenue John F. Kennedy
Fax: +352 22 51 71
L-1855 Luxembourg
E-mail: info@kpmg.lu
©2026 KPMG Audit S.à r.l., a Luxembourg entity and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private
English company limited by guarantee. All rights reserved. R.C.S Luxembourg B 149133
To the Shareholders of
Luxempart S.A.
12, rue Léon Laval
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 2025, and the consolidated statement of profit or loss, consolidated statement of
comprehensive income, 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 2025, and 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 (the "Law of 23 July 2016") and with International Standards
on Auditing ("ISAs") as adopted for Luxembourg by the Commission de Surveillance du
Secteur Financier (the "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.
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CONSOLIDATED FINANCIAL STATEMENTS
Not named
Valuation of financial assets
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 2025
Refer to Note 2 Consolidation principles, valuation rules, and accounting standards, Note 5
Financial assets at fair value through profit or loss and Note 20 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
97% 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.
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 2025.
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 annual report including the management report and
the Statement of Corporate Governance 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.
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
LUXEMPART ANNUAL REPORT 2025
-
155
Not named
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.
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:
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.
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CONSOLIDATED FINANCIAL STATEMENTS
Not named
Conclude on the appropriateness of the 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.
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 28 April 2025 and the duration of our uninterrupted engagement, including
previous renewals and reappointments, is 5 years.
The management report is consistent with the consolidated financial statements and has been
prepared in accordance with applicable legal requirements.
The Statement of Corporate Governance is included in the 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 2025 with relevant statutory requirements set out in the ESEF Regulation that
are applicable to consolidated financial statements.
For the Group it relates to:
consolidated financial statements prepared in a valid xHTML format;
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Not named
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
2025, identified as luxempartsa-2025-12-31-1-en.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 2025, identified as luxempartsa-2025-12-31-1-en.zip prepared and presented in
accordance with the requirements laid down in the ESEF Regulation, which is the only
authoritative version.
Luxembourg, 25 March 2026
KPMG Audit S.à r.l.
Cabinet de révision agréé
Thierry Ravasio
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CONSOLIDATED FINANCIAL STATEMENTS
Not named
LUXEMPART ANNUAL REPORT 2025
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159
Not named
160ꢀ -ꢀ LUXEMPART ANNUAL REPORT 2025
Not named
LUXEMPART ANNUAL REPORT 2025ꢀ -ꢀ 161
Not named
Profit or loss account for the year ended 31 December 2025
163
Balance sheet at 31 December 2025
164
Notes to the annual accounts at 31 December 2025
166
Report of the Réviseur d'entreprises agréé
174
CONTENTS
The accompanying notes are an integral part of these annual accounts.
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LUXEMPART ANNUAL REPORT 2025
STATUTORY ANNUAL ACCOUNTS
Not named
Profit or loss account
FOR THE YEAR ENDED 31 DECEMBER 2025
in EUR m
Notes
31/12/2025
31/12/2024
Other operating income
1.7
2.3
Staff costs
10
-7.1
-10.1
Wages and salaries
-6.6
-9.7
Social security costs
-0.4
-0.4
relating to pensions
-0.3
-0.3
other social security costs
-0.2
-0.1
Value adjustments
-0.2
-0.2
In respect of tangible and intangible fixed assets
-0.2
-0.2
Other operating expenses
11
-8.5
-9.0
Income from participating interests
14
42.0
45.9
Derived from affiliated undertakings
10.1
2.7
Other income from participating interests
31.9
43.2
Income from other investments and loans forming part of the fixed assets
14
55.6
143.9
Other income
55.6
143.9
Other interest receivable and similar income
1.6
2.1
Other interest and similar income
1.6
2.1
Value adjustments in respect of financial assets and of investments held
4, 12
as current assets
16.2
-148.8
Interest payable and similar expenses
-0.8
-0.9
Other interest and similar expenses
-0.8
-0.9
Profit after taxation
68.1
25.2
Other taxes not shown under items above
13
-1.3
-1.0
Profit for the financial year
66.9
24.2
The accompanying notes are an integral part of these annual accounts.The accompanying notes are an integral part of these annual accounts.
LUXEMPART ANNUAL REPORT 2025
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Not named
The accompanying notes are an integral part of these annual accounts.
Balance sheet
AT 31 DECEMBER 2025
ASSETS
in EUR m
Notes
31/12/2025
31/12/2024
Fixed assets
Intangible fixed assets
Concessions, patents, licences, trademarks, and similar rights and assets
-
0.0
Tangible fixed assets
Other fixtures and fittings, tools and equipment
1.1
1.3
Financial fixed assets
4
Shares in affiliated undertakings
420.9
293.6
Participating interests
457.7
476.5
Loans to undertakings with which the Company is linked by virtue of
participating interests
-
1.4
Investments held as fixed assets
262.5
348.3
Total fixed assets
1,142.2
1,121.1
Current assets
5
Trade debtors
1.4
2.0
becoming due and payable within one year
1.4
2.0
Amounts owed by affiliated undertakings
0.1
0.1
becoming due and payable within one year
0.1
0.1
Other debtors
7.2
8.0
becoming due and payable within one year
7.2
8.0
becoming due and payable after more than one year
0.1
0.1
Investments
7
24.0
23.5
Own shares
24.0
23.5
Cash at bank and in hand
63.3
67.7
Total current assets
96.0
101.3
Total assets
1,238.2
1,222.4
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Not named
Balance sheet
AT 31 DECEMBER 2025
LIABILITIES
in EUR m
Notes
31/12/2025
31/12/2024
Capital and reserves
7
Subscribed capital
51.8
51.8
Share premium account
66.9
66.9
Reserves
Legal reserve
8
5.2
5.2
Reserve for own shares
24.0
23.5
Other reserves
12.8
998.4
Other available reserves
-
985.6
Other non available reserves
9
12.8
12.8
Profit brought forward
1,002.4
40.0
Profit for the financial year
66.9
24.2
Total capital and reserves
1,230.0
1,210.1
Provisions
Provisions for taxation
2.8
2.8
Total provisions
2.8
2.8
Creditors
6
Trade creditors
2.9
3.3
becoming due and payable within one year
2.9
3.3
Other creditors
2.5
6.1
Tax authorities
0.1
0.3
Social security authorities
0.1
0.1
Other creditors
2.4
5.8
becoming due and payable within one year
2.4
5.8
Total creditors
5.4
9.5
Total liabilities
1,238.2
1,222.4
The accompanying notes are an integral part of these annual accounts.
LUXEMPART ANNUAL REPORT 2025
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165
Not named
Notes to the annual
accounts
AT 31 DECEMBER 2025
Note 1 - General information
Luxempart S.A. (hereinafter "the Company" or "Luxempart") was incorporated on 25 April 1988 under the name BIL
Participations. The Annual General Meeting of 15 September 1992 decided to change the Company's name to Luxempart
S.A.. The Company is registered on the trade and companies register of Luxembourg under no. B27846. The Company
was created for an unlimited term.
The Company's registered office is established at 12, rue Léon Laval in Leudelange. The Company is listed on the
Luxembourg Stock Exchange. The Company's financial year begins on 1 January and closes on 31 December of each
year.
The Company's purpose is particularly the acquisition of holdings, in whatever form, in other companies as well as
management, control, and development of these investments.
Note 2 - Presentation of the accounts
In addition to the annual accounts, on the basis of the legal and regulatory provisions established by Luxembourg
law, the Company presents consolidated financial statements in accordance with International Financial Reporting
Standards as adopted by the European Union (UE-IFRS) as an investment entity and a consolidated management
Note 3 - Significant accounting policies
The annual accounts are prepared in accordance with generally accepted accounting principles and in accordance with
the law and regulations in force in the Grand Duchy of Luxembourg.
The annual accounts are presented in millions of euros (EUR m), unless otherwise indicated. In prior year, the annual
account were presented in thousands of euros. The presentation has been changed to better align with the reporting
format used in management report and external communications. Comparative information has been re-presented
accordingly.
The financial information presented in the annual account has been rounded to the nearest million or one decimal
where applicable. As the result, total may not exactly equal the sum of the individual amounts presented.
The annual accounts have been prepared under the historical convention and following the going concern principle.
The main accounting policies adopted by the Company are as follows:
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Not named
FOREIGN CURRENCY TRANSLATION
Monetary assets and liabilities, expressed in foreign currencies, are converted to euros (EUR) at the exchange rates
in force as at year-end.
Transactions occurring in the financial year, expressed in foreign currencies, are converted to euros (EUR) at the
exchange rates in force as at the transaction date.
Only unrealised foreign exchange losses are recorded in the profit or loss account. Exchange gains are recorded in
the profit or loss account at the time of their realisation.
INTANGIBLE AND TANGIBLE FIXED ASSETS
Intangible and tangible fixed assets are recognised at cost and were amortised a straight-line basis according to the
following rates.
Asset
Rate
Computer equipment and software
33.3%
Vehicles
20.0%
Furniture and fixtures
10.0%
FINANCIAL FIXED ASSETS
Shares in affiliated undertakings
"Affiliated undertakings" refers to a company in which Luxempart has exclusive control, holding decision-making
power on both financial and operational levels. In principle, this control is the consequence of directly holding more
than 50% of the voting rights.
Shares in affiliated undertakings are valued at the historical acquisition price, which includes the expenses incidental
thereto.
In case of rather durable impairment, the shares in the affiliated undertakings are the subject to value adjustments
in order to give them the lower value that should be attributed to them as at the end of the reporting period. These
value adjustments are not maintained when the reasons that motivated them have ceased to exist.
Participating interests
"Participating interests" refers to a company in which Luxempart exercises significant influence through its participation
in the political, financial, and operational decisions of the held company. Significant influence is assumed when
Luxempart holds 20% or more of the voting rights. "Participating interests" also refers to companies under joint control.
"Participating interests" are valued at the historical acquisition price, which includes the expenses incidental thereto.
In case of rather durable impairment, "participating interests" are subject to value adjustments in order to give them
the lower value that should be attributed to them as at the end of the reporting period. These value adjustments are
not maintained when the reasons that motivated them have ceased to exist.
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167
Not named
Investments held as fixed assets
"Investments held as fixed assets" refer to a holding in which Luxempart does not exercise or control significant
influence. This lack of significant influence is assumed if Luxempart does not directly or indirectly hold more than
20% of the voting rights.
Investments held as fixed assets are valued at the historical acquisition price, which includes the expenses incidental
thereto.
In case of rather durable impairment, investments held as fixed assets are subject to value adjustments in order
to give them the lower value that should be attributed to them as at the end of the reporting period. These value
adjustments are not maintained when the reasons that motivated them have ceased to exist.
DEBTORS
Debtors are stated at their nominal value and their estimated realisable value. They are subject to value adjustments
when their realisable value is fully or partially unrecoverable.
These value adjustments are not maintained when the reasons that motivated their establishment have ceased to exist.
INVESTMENTS
Investments are assets acquired mainly with a view to be sold in the short term and present a profit-taking profile
in the short term.
Investments are valued at the historical acquisition price, which includes the expenses incidental thereto.
If the realisation value is lower than the acquisition cost on the closing date, a value adjustment is recognised. These
value adjustments are not maintained when the reasons that motivated them have ceased to exist.
Own shares are valued at the historical acquisition price and are used to cover the management stock option plan.
CREDITORS
Debts are recorded in liabilities at their redemption value.
PROVISIONS
Provisions are recognised once Luxempart 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.
INCOME
In the event of disposal of financial assets, the difference between the net proceeds from the sale and the net book
value is entered in the profit or loss account on the line "income from other investments and loans forming part of
the fixed assets". The transaction is recorded on the settlement date.
The Company accounts the dividends received when they are acquired or when the right to receive payment is
established. They are issued from the distribution of profits to the shareholders. And they are entered in the profit
or loss account on the line "Income from participating interests".
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Note 4 - Financial fixed assets
The movements in financial fixed assets that occurred during the year can be summarised as follows:
in EUR m
Shares in
affiliated
undertakings
Loans to
undertakings with
which the Company
Participating is linked by virtue of
interests participating interets
Investments
held as fixed
assets
Gross value as at 01/01/2025
324.1
561.7
2.8
431.2
Acquisitions for the year
119.0
5.0
-
41.4
Disposals for the year
-8.7
-0.2
-2.8
-116.4
Gross value as at 31/12/2025
434.5
566.6
0.0
356.2
Cumulative value adjustments as at
-30.5
01/01/2025
-85.2
-1.4
-82.9
Value adjustments of the year
-0.9
-23.7
-
-17.3
Disposals / Reversals of value adjustments
of the year
17.9
-
1.4
6.4
Cumulative value adjustments as at
-13.6
31/12/2025
-108.9
0.0
-93.7
Net book value as at 31/12/2025
420.9
457.7
0.0
262.5
Net book value as at 31/12/2024
293.6
476.5
1.4
348.3
The item "Shares in affiliated undertakings" amounts to EUR 420.9m as at 31 December 2025 (2024: EUR 293.6m).
This variation is principally due to:
• Capital calls from Luxempart Invest and Luxempart Capital Partners Sicar S.A.,
• A capital increase in Assmann,
• Reversal of value adjustements for EUR 17.9m in Luxempart Invest.
The item "Participating interests" amounts to EUR 457.7m as at 31 December 2025 (2024: EUR 476.5m). This variation is due to:
• Capital increase into Kestrel Vision and Alphacaps for EUR 5.0m,
• Value adjustments for EUR 23.7m (mainly in Kestrel Vision and MTWH).
The item "Loans to undertakings with which the Company is linked by virtue of participating interests" amounts to EUR
0 as at 31 December 2025 (2024: EUR 1.4m). The loan has been transferred to Luxempart Capital Partners Sicar S.A.
The item "Investments held as fixed assets" amounts to EUR 262.5m as at 31 December 2025 (2024: EUR 348.3m).
This change is due to:
• Acquisitions for EUR 33.9m (mainly in Tonies and a souscription in bond portfolio),
• A capital increase in Atenor,
• Sales and distributions for EUR 116.4m (mainly in Nexus (listed company), in bond portfolio and distribution of
Armira funds),
• Value adjustments for EUR 17.3m (mainly on the listed portfolio, Salice and IMGP),
• Reversal of value adjustements for EUR 6.4m on the listed portfolio.
As at 31 December 2024, a reclassification of two financials assets categories was made in order to improve the
consistency of the presentation of financial information. This reclassification has no impact on the annual account or
their interpretation.
The undertakings are included in the consolidated annual accounts (note 15) of the Company. Therefore, the information
required by Art. 65 (1) 2nd paragraph of the law of December 19th, 2002, is not disclosed in accordance with Art.
67 (3) of the same law.
LUXEMPART ANNUAL REPORT 2025
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169
Not named
Note 5 - Debtors
As at 31 December 2025:
• Trade debtors amount to EUR 1.4m (2024: EUR 2.0m).
• Other debtors becoming due and payable within one year amount to EUR 7.2m (2024: EUR 8m) and are made up
of tax receivables and social security for EUR 6.4m (2024: EUR 7.8m), loan towards a financial asset for EUR 0.3m
and other receivables for EUR 0.3m (2024: EUR 0.2m). The tax receivables are mainly composed of withholding tax
reclaims in Germany.
• Other debtors becoming due and payable after more than one-year amount to EUR 0.1m (2024: EUR 0.1m). This is
the loan towards the investment Nueva Pescanova.
Note 6 - Creditors
• Trade creditors amount to EUR 2.9m (2024: EUR 3.3m).
• Tax and social security debts total EUR 0.2m (2024: EUR 0.4m).
• Other creditors amount to EUR 2.4m (2024: EUR 5.8m) is mainly composed by a provision for the 2025 bonuses
payable in 2026.
Note 7 - Capital and reserves
The movements in the capital and reserves are broken down as follows:
in EUR m
Subscribed
capital
Share
premium
Legal
reserve
Reserve
for own
share
Other
Temporarily
not taxable
reserves capital gains
Profit
brought Profit for
forward the year
As at 31/12/2024
51.8
66.9
5.2
23.5
985.6
12.8
40.0
24.2
Allocation of profit
Dividends
-
-
-
-
-46.9
-
-
-
Other reserves
-
-
-
-
-938.7
962.9
-24.2
Reserve own
shares
-
-
-
0.5
-
-
-0.5
-
Profit for the year
-
-
-
-
-
-
-
66.9
As at 31/12/2025
51.8
66.9
5.2
24.0
0.0
12.8
1,002.4
66.9
The subscribed capital is represented by 20,700,000 fully paid-up shares without designation of nominal value.
The accounting par value of the own shares is EUR 1.4m. It represents 2.6% of the subscribed capital in accordance
with Article 430-15 of the law of 10 August 1915.
The Ordinary Annual General Meeting of 28 April 2025 decided to transfer the item "Other reserves" to "Profit brought
forward" and to distribute a gross ordinary dividend of EUR 2.33 per share for financial year 2024. This dividend
was paid in May 2025.
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Not named
Note 8 - Legal reserve
From the net profit, 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.
Note 9 - Other non available reserves
As at 31 December 2025, this item amounts to EUR 12.8m (2024: EUR 12.8m) and includes the untaxed capital gains
from disposal on participations. These capital gains, recorded in equity on the balance sheet, result from application
of Article 54 of the income tax law and are to be reinvested before the end of the second financial year of operation
following the financial year of the disposal. If these capital gains are not reinvested within this two-year period, they
are to be reversed through the profit or loss account and subject to tax.
Note 10 - Staff costs
The average number of employees during financial year 2025 amounted to 31 (2024: 28), represented by the following
categories:
Category
Number of
people 2025
Number of
people 2024
Managers
5
5
Support staff
26
23
Total average of employees
31
28
Staff costs relating to the year are broken down as follows:
in EUR m
31/12/2025
31/12/2024
Wages and salaries
6.6
9.7
Social security costs accruing by reference to wages and salaries
0.5
0.4
Total
7.1
10.1
Of which pensions
0.7
0.4
Staff costs include a provision for bonus payable in 2026.
LUXEMPART ANNUAL REPORT 2025
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Not named
Note 11 - Other operating expenses
The item "other operating expenses" covers Luxempart's operating expenses.
During the year, Luxempart paid net fixed compensation of EUR 0.6m to Directors (2024: EUR 0.6m) and a net attendance
fee of EUR 0.3m (2024: EUR 0.4m).
Note 12 - Value adjustments in respect of financial
assets
As at 31 December 2025, Luxempart recorded:
• on "shares in affiliated undertakings": value adjustments of EUR 0.9m (2024: EUR 6.0m) and reversal of value adjustments
for EUR 17.9m (2024: 0).
• on "participating interests": value adjustments of EUR 23.7m (2024: EUR 77.1m).
• on "loans to undertakings with which the Company is linked by vitue of participating interests": reversal of value
adjustments of EUR 1.4m (2024: EUR 1.1m).
• on "investments held as fixed assets": value adjustments of EUR 17.3m (2024: € 66.2m) and reversal of value adjustments
of EUR 6.4m.
Note 13 - Taxes
The Company is fully taxable on its trade income at an effective rate of 23.9%. It is also subject to a net wealth tax of 0.5%
calculated on the basis of net assets at the beginning of the year. Taxes come from ordinary activities.
As at 31 December 2025, the tax expense is broken down as follows:
in EUR m
31/12/2025
31/12/2024
Net Wealth tax
0.7
0.6
Other taxes
0.5
0.4
Total
1.3
1.0
Note 14 - Income from participating interests and
from other investments
This item consists of:
• Dividends received from Luxempart's stakes in affiliated undertakings for EUR 10.1m in 2025 (2024: EUR 2.7m);
• Dividends received from Luxempart's participating interests amounting to EUR 31.9m in 2025 (2024: EUR 43.2m);
• Dividends received from Luxempart's financial fixed assets amounting to EUR 22.8m in 2025 (2024: EUR 1.7m);
• Capital gains generated on the sale of investments held as fixed assets amounting to EUR 32.7m in 2025 (2024:
EUR 135.8m).
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Not named
Note 15 - Transactions with related parties
Transactions are carried out at arm's length with related parties comprises mainly:
• The Foyer Assurances group rebills, on a quarterly basis, office rental expenses and other related expenses, insurance
expenses, and miscellaneous services for a total of EUR 0.6m (2024: EUR 0.8m);
• Transaction fees paid to Capital at Work, a subsidiary of the Foyer Group, are nearly zero for 2025 (2024: 0.1m)
and are included in "Interest payable and similar expenses".
Note 16 - Off balance sheet commitments
As at 31 December 2025, Luxempart has a total remaining investment commitment directly and through its subsidiaries
Luxempart Capital Partners SICAR and Luxempart Invest S.à.r.l of EUR 348.3m (2024: EUR 261.3m).
Luxempart has a commitment on its office lease until 29 February 2030 for a monthly amount of EUR 32,480.
During the year, Luxempart negociated a additional confirmed credit line of EUR 25m as at 31 December 2025.
Note 17 - Post balance sheet events
On 29 January 2026, Luxempart closed a majority investment (>75%) into Valeara, a German healthcare provider.
Valeara is the only multi-regional outpatient mental healthcare platform in Germany with over 700 employees serving
more than 220.000 patient cases per annum. The company provides outpatient-focused services in psychology, psychiatry,
and neurology through an integrated platform of different care settings and interdisciplinary teams. Genui, the former
owner of Valeara, together with the management team, remained invested in the company alongside Luxempart.
LUXEMPART ANNUAL REPORT 2025
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173
Not named
Report of the Réviseur d'entreprises agréé
KPMG Audit S.à r.l.
Tel: +352 22 51 51 1
39, Avenue John F. Kennedy
Fax: +352 22 51 71
L-1855 Luxembourg
E-mail: info@kpmg.lu
©2026 KPMG Audit S.à r.l., a Luxembourg entity and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private
English company limited by guarantee. All rights reserved. R.C.S Luxembourg B 149133
To the Shareholders of
Luxempart S.A.
12, rue Léon Laval
3372 Leudelange
Luxembourg
REPORT OF THE REVISEUR D'ENTREPRISES AGREE
Report on the audit of the annual accounts
Opinion
We have audited the annual accounts of Luxempart S.A. (the "Company"), which comprise the
balance sheet as at 31 December 2025, and the profit and loss account for the year then
ended, and notes to the annual accounts, including a summary of significant accounting
policies.
In our opinion, the accompanying annual accounts give a true and fair view of the financial
position of the Company as at 31 December 2025, and of the results of its operations for the
year then ended in accordance with Luxembourg legal and regulatory requirements relating to
the preparation and presentation of the annual accounts.
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 (the "Law of 23 July 2016") and with International Standards
on Auditing ("ISAs") as adopted for Luxembourg by the Commission de Surveillance du
Secteur Financier (the "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 annual
accounts » section of our report. We are also independent of the Company 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 annual accounts, 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 annual accounts of the current period. These matters were
addressed in the context of the audit of the annual accounts as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
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Not named
Impairment of financial fixed assets
Why the matter was considered to be one of most significance in our audit of the annual
accounts for the year ended 31 December 2025
Refer to Note 3 Significant Accounting Policies for financial fixed assets, Note 4 Financial fixed
assets and Note 12 Value adjustments in respect of financial assets of the annual accounts.
The Company holds financial fixed assets which are measured at historical acquisition price
less durable impairment in accordance with Luxembourg legal and regulatory requirements
relating to the preparation and presentation of annual accounts.
Management performs
impairment test to assess whether the fair value of each of those financial fixed assets is at
least equal to their respective net book value.
Those financial fixed assets represent 92% of total assets, and 80% of financial fixed 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 Luxembourg legal and regulatory requirements. 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
annual accounts led us to identify the impairment of non-quoted investments, as key audit
matter.
How the matter was addressed in our audit
Our procedures over the impairment of financial fixed assets include, but are not limited to:
Gaining an understanding of the Management's process and controls related to valuation
of financial fixed assets, identification of impairment indicators and impairment testing.
Assessing compliance of valuation techniques with Luxembourg legal and regulatory
requirements.
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 instruments as at 31 December 2025.
For a sample of instruments, involving our valuation specialists to inspect valuation models
and challenge key assumptions applied by Management.
Verifying the completeness, relevance and accuracy of the disclosures in relation to the
impairment of financial fixed assets.
LUXEMPART ANNUAL REPORT 2025
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175
Not named
Other information
The Board of Directors is responsible for the other information. The other information
comprises the information stated in the annual report including the management report and
the Statement of Corporate Governance but does not include the annual accounts and our
report of the "réviseur d'entreprises agréé" thereon.
Our opinion on the annual accounts does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent
with the annual accounts 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 annual accounts
The Board of Directors is responsible for the preparation and fair presentation of the annual
accounts in accordance with Luxembourg legal and regulatory requirements relating to the
preparation and presentation of the annual accounts, and for such internal control as the Board
of Directors determines is necessary to enable the preparation of annual accounts that are free
from material misstatement, whether due to fraud or error.
The Board of Directors is responsible for presenting the annual accounts in compliance with
the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic
Format ("ESEF Regulation").
In preparing the annual accounts, the Board of Directors is responsible for assessing the
Company's ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease operations, or has no realistic alternative
but to do so.
Responsibilities of the "réviseur d'entreprises agréé" for the audit of the annual
accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual
accounts as a whole are free from material misstatement, whether due to fraud or error, and
to issue a 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 annual accounts.
Our responsibility is to assess whether the annual accounts 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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Not named
Identify and assess the risks of material misstatement of the annual accounts, whether due
to fraud or error, design and perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk
of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of the 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 Company's
ability to continue as a going concern. If we conclude that a material uncertainty exists, we
are required to draw attention in our report of the "réviseur d'entreprises agréé" to the
related disclosures in the annual accounts or, if such disclosures are inadequate, to modify
our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our report of the "réviseur d'entreprises agréé". However, future events or conditions may
cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the annual accounts, including
the disclosures, and whether the annual accounts represent the underlying transactions
and events in a manner that achieves fair presentation.
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.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the annual accounts 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 28 April 2025 and the duration of our uninterrupted engagement, including
previous renewals and reappointments, is 5 years.
The management report is consistent with the annual accounts and has been prepared in
accordance with applicable legal requirements.
The Statement of Corporate Governance is included in the 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 the annual accounts 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 Company in conducting the audit.
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We have checked the compliance of the annual accounts of the Company as at 31 December
2025 with relevant statutory requirements set out in the ESEF Regulation that are applicable
to annual accounts.
For the Company it relates to:
annual accounts prepared in a valid xHTML format;
The XBRL markup of the annual accounts using the core taxonomy and the common rules
on markups specified in the ESEF Regulation.
In our opinion, the annual accounts of Luxempart S.A. as at 31 December 2025, identified as
luxempartsa-2025-12-31-1-en.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 annual accounts of Luxempart S.A. as at 31 December 2025,
identified as luxempartsa-2025-12-31-1-en.zip, prepared and presented in accordance with
the requirements laid down in the ESEF Regulation, which is the only authoritative version.
Luxembourg, 25 March 2026
KPMG Audit S.à r.l.
Cabinet de révision agréé
Thierry Ravasio
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STATUTORY ANNUAL ACCOUNTS
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ANNUAL GENERAL
MEETING (AGM)
A yearly gathering of a
company's shareholders to review
performance, approve financial
statements, and make key
decisions.
ASSET MANAGEMENT
The professional management
of investments on behalf of
clients to maximize returns while
managing risk.
ALTERNATIVE
PERFORMANCE
MEASURES (APM)
Financial indicators used by
companies to assess their
performance, which are not
defined by IFRS (International
Financial Reporting Standards).
BENCHMARK INDEX
A standard against which the
performance of a portfolio or
investment can be measured,
such as the MSCI Europe Mid Cap
Index.
BUYOUT FUND
A private equity investment fund
that acquires controlling stakes
in companies, often restructuring
and growing them before an
eventual sale.
CAPITAL STRUCTURE
The mix of debt and equity
financing used by a company to
fund its operations and growth.
CASHFLOW
The movement of money into
and out of a business, affecting
its liquidity and ability to meet
obligations.
CORPORATE
GOVERNANCE
The system of rules, practices, and
processes by which a company is
directed and controlled.
DACH
The DACH region refers to the
three Central European countries
of Germany (D), Austria (A), and
Switzerland (CH).
DIRECT INVESTMENTS
(DI)
Investments made directly into
companies rather than through
funds, often involving active
management and ownership.
EBITDA
EBITDA, or earnings before
interest, taxes, depreciation,
and amortization, is measure
of profitability. By excluding
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) refers to
a framework to evaluate
how companies manage
environmental, social, and
governance issues relevant to
their long-term performace.
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EXPOSURE
The term "exposure" corresponds
to the sum of the current NAV
and the undrawn commitments of
an investment fund.
FAIR VALUE
The estimated market value of
an asset or investment based on
current conditions.
FUND MANAGER
A professional responsible for
overseeing an investment fund's
portfolio, making strategic
decisions to optimize returns.
GENERAL PARTNER (GP)
A fund manager responsible for
making investment decisions and
managing a private equity or
investment fund.
INVESTMENT FUNDS (IF)
An investment activity involving
the allocation of capital across
different assets, managed by a
professional firms.
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. A
pooled capital vehicle that invests
in various assets, managed by a
professional firm or institution.
LIQUIDITY
The ease with which assets can
be converted into cash without
significantly affecting their value.
LEVERAGE
The use of borrowed capital to
increase the potential return on
investment.
MARKET
CAPITALIZATION
The total value of a company's
outstanding shares, calculated
as share price multiplied by the
number of shares.
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.
PRI
United Nations-supported
Principles for Responsible
Investment
PROFITABILITY RATIO
A financial metric used to assess
a company's ability to generate
earnings relative to revenue or
investment.
RETURN ON
INVESTMENT (ROI)
A measure of profitability that
evaluates the gain or loss from
an investment relative to its cost.
SHAREHOLDER VALUE
The financial worth delivered to
shareholders through dividends
and share price appreciation.
VALUATION MULTIPLE
A ratio used to determine the
value of an asset or company,
such as Price-to-Earnings (P/E)
or EV/EBITDA.
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FINANCIAL CALENDAR
27 April 2026: Annual General Meeting
15 May 2026: Dividend payment
15 September 2026: Half-year results 2026
+352 437 43 51 01
25 March 2027: Annual Report 2026
publication
ANNUAL GENERAL MEETING
Luxempart's Annual General Meeting
(AGM) will be held on Monday 27 April
2026 at 11:00 pm at the registered office
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
SHARES
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.
CONTACT
12 rue Léon Laval
L-3372 Leudelange
CREDIT PHOTO
Olivier Anbergen
DESIGN & REALISATION
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