ANNUAL REPORT 2023
Contents
Our mission 3
Message to shareholders 4
Sofina at a glance 6
Highlights � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �7
Who we are � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �8
Purpose & Patience make us unique � � � � � � � � � � �9
Shared vision and values � � � � � � � � � � � � � � � � � � � � � 10
Our leadership � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 11
Our stakeholders� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 16
Strategy 17
Diversified � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 18
Value creation model� � � � � � � � � � � � � � � � � � � � � � � � � � 20
Sofina Direct and Sofina Private Funds � � � � � 21
Sustainability � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 23
Year in review
1
26
Financial indicators � � � � � � � � � � � � � � � � � � � � � � � � � � � 27
Portfolio indicators � � � � � � � � � � � � � � � � � � � � � � � � � � � � 29
Sustainability � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 38
Post-closing events � � � � � � � � � � � � � � � � � � � � � � � � � � � � 39
Investments overview 40
Sofina Direct� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 41
Sofina Private Funds � � � � � � � � � � � � � � � � � � � � � � � � � � 54
Societal commitment 56
ESG
1
� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 57
Our team in the community � � � � � � � � � � � � � � � � � � 62
Corporate governance
1
65
Corporate governance statement � � � � � � � � � � � 66
Risk matrix � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 75
Remuneration report � � � � � � � � � � � � � � � � � � � � � � � � � � 78
Accounts and notes 86
Consolidated financial statements � � � � � � � � � � 87
Notes to the consolidated financial
statements� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 91
Independent auditor’s report � � � � � � � � � � � � � � � �125
Statutory financial statements� � � � � � � � � � � � � �129
Glossary 132
Responsible person
1
134
1. Sections of the Management report.
1 Sections of the Management report.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
2
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Our mission
We aspire to partner with leading
entrepreneurs and families,
backing them with patient capital
and supportive advice
to foster sustainable growth
of their businesses.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
3
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ANNUAL REPORT 2023
3
SOFINA
Message to shareholders
Dear shareholders,
2023 was a year when stability - or at least
the certainty of uncertainty - returned. In this
environment, our Net Asset Value (NAV), the
true measure of our performance, was stable
at EUR 9 billion, despite a volatile global
economy. This is a clear demonstration of
the resilience of our model. The alignment
between a supportive and entrepreneurial
family shareholder, other investors, our team,
the founders, entrepreneurs and funds’ man-
agers at the centre of our operating model,
combined with our focus sectors that benefit
from tailwinds, allows value creation through
cycles, which is our core objective.
In many ways, the past 10 years, with negative
interest rates and low inflation, helped us
build a solid platform, and the new normal
should actually enable a company like ours to
perform even better. We continue to believe
our scaled diversification across company
vintages, sectors and investment styles pro-
vides access to opportunities that are not
readily available to our shareholders, provid-
ing solid, sometimes outsized, returns over
time, whilst protecting from potential down-
side from single events.
We remain focused on our central value
proposition. We look for the best companies
to invest in, then help them grow. When
opportune, we crystallise value to generate
liquidity to fund the next investment and
repeat the cycle of capital allocation and
rotation in “the Sofina way”, i.e. with Purpose
& Patience.
WE SEE AN
ENCOURAGING
INVESTMENT
ENVIRONMENT. OUR
CORE THEMES AND
OUR DIVERSIFICATION
ACROSS REGIONS AND
SECTORS ARE MORE
RELEVANT THAN EVER.
Dominique Lancksweert, Chairman
Harold Boël, Chief Executive Officer
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
4
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This was evident in our 2023 activity. The year
still presented challenges for investors, with
many assets sensitive to interest rates, but
the more normalised valuation environment
created promising opportunities for invest-
ing if the business model was smart and the
strategy solid. We believe this environment
plays to our strengths as a long-term investor
with experience to help achieve profitable
growth.
In 2023, we remained selective with oppor-
tunities. We were focused on our existing
portfolio, supporting companies with both
advice and resources where needed, as the
operating performance of our portfolio is the
key driver for our NAV. We were also on the
lookout for the right new businesses, with
valuations that reflect the current investment
climate, and additive to our portfolio from
thematic and sustainability standpoints.
A good example is our investment in EG A/S,
a market-leading supplier of industry-specific
software based in Denmark. It is our largest
software investment so far, and our first big
commitment in the Nordics.
Two other investments are worth highlight-
ing, as they fit a new theme being explored
by our investment team: Sustainable supply
chains. We decided to dedicate attention
and resources to companies whose activities
directly contribute to improving the econo-
my’s environmental footprint. This is also an
example of our ability as an organisation to
seize opportunities and refresh our operating
model. The first investment is in Biobest, a
global leader in biological crop protection
and nutrition. That has a positive impact on
biodiversity, CO
2
emissions and human health
in the agri value chain. The second invest-
ment is GEO, Green E Origin, which focuses
on manufacturing electrolyte and upstream
raw materials going into lithium-ion batteries,
core components of electric vehicles. The
company aims at supporting the electrifica-
tion of mobility in Europe, a key driver in the
energy transition.
The volatile environment also means that
we must be agile and focused to monetise
some of our investments. We now fully exited
Colruyt, a company we first invested in in
1976. We took advantage of the successful
IPO of Honasa, a digital-first house of brands
focused on beauty and personal care in India,
mostly known for personal care online retailer
Mamaearth, to sell part of our stake. We real-
ised excellent returns, while continuing to be
exposed to a top-quality asset.
We see the same core drivers going into
2024 and we look at the years ahead with
confidence. We see an encouraging invest-
ment environment, and our core themes and
diversification across regions and sectors are
more relevant than ever. We have strength
in our portfolio, liquidity to allow for flexibility
and a strong, global team. Our ongoing and
increased focus on sustainability is also a
driver of value creation.
Our organisation has recently evolved. The
leadership team’s responsibilities have been
redesigned around investments, portfolio
and operations. This doesn’t represent a
change in strategy but is a move to continue
to develop our talent pool and create a stimu-
lating work environment, to enhance execu-
tion capabilities for the next wave of growth
and be more flexible and creative in our
mandate to unlock and crystallise value.
The steadfast guidance of our board, the
diverse views of its members and their expe-
rience have been invaluable for our executive
team. The same applies to our reference
shareholder, investors and stakeholders,
whose constructive support allows us to
pursue the opportunities we believe in and
achieve long-term progress for the benefit
of all.
Thank you,
Dominique Lancksweert,
Chairman
A NEW THEME
EXPLORED BY OUR
INVESTMENT TEAM IS
SUSTAINABLE SUPPLY
CHAINS. WE DECIDED TO
DEDICATE ATTENTION
AND RESOURCES
TO COMPANIES
WHOSE ACTIVITIES
DIRECTLY CONTRIBUTE
TO IMPROVING
THE ECONOMY'S
ENVIRONMENTAL
FOOTPRINT. THIS IS
ALSO AN EXAMPLE OF
OUR ABILITY AS AN
ORGANISATION TO
SEIZE OPPORTUNITIES.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
5
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Sofina at a glance
Founded 125 years ago, Sofina is a family-run,
global investment company, listed on Euronext
Brussels. We back innovative entrepreneurs
with patient growth capital and advice to
build tomorrow’s winners, with sustainability
at their core.
SOFINA ANNUAL REPORT 2023
6
Our mission
Message to shareholders
Sofina at a glance
• Highlights
• Who we are
• Purpose & Patience
make us unique
• Shared vision and values
• Our leadership
• Our stakeholders
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
ANNUAL REPORT 2023
6
SOFINA
HIGHLIGHTS
3 REGIONS
US EUROPE ASIA
STRIVING
TO BUILD
A PORTFOLIO
OF GROWING
AND SUSTAINABLE
BUSINESSES THAT HAVE
A POSITIVE SOCIETAL
AND ENVIRONMENTAL
IMPACT
4+
*
SECTORS
OF FOCUS
Consumer
and retail
Digital
transformation
Education Healthcare
and life
sciences
3
COMPLEMENTARY
INVESTMENT
STYLES
Sofina Private Funds
Sofina Direct
Sofina Growth
Long-term minority
investments
NAV EVOLUTION OVER 20 YEARS
12,000
10,000
8,000
6,000
4,000
2,000
0
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
11,354
2,763
9,083
* Recent focus on Sustainable supply chains
52%
SOFINA DIRECT
31%
LONG-TERM MINORITY
INVESTMENTS
21%
SOFINA GROWTH -
INVESTMENTS IN FAST-
GROWING BUSINESSES
2% NET CASH
& OTHERS
46% SOFINA
PRIVATE FUNDS
EUR 9.1 BN NAV
**
** Split reported is a percentage of our Net Asset Value, based on the
portfolio in transparency.
SOFINA ANNUAL REPORT 2023
7
Our mission
Message to shareholders
Sofina at a glance
• Highlights
• Who we are
• Purpose & Patience
make us unique
• Shared vision and values
• Our leadership
• Our stakeholders
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
WHO WE ARE
Our goal is to create
sustainable economic
value by supporting
owner-led and innovative
growing businesses
Our heritage
and culture make
us unique
We believe successful
entrepreneurs need long-
term, knowledgeable
and well-connected
partners to be competitive
and responsible in a
globalised market
We believe the entrepreneurial spirit that
characterises owners of many family busi-
nesses and growing companies is a source
of economic and social progress. We intend
to support these entrepreneurs and inno-
vators in their quest for outstanding gov-
ernance, sustainable growth and inclusive
development.
Relationships and alignment are at the heart
of what we do. Our investments are stories
of shared values, friendships, ambitious
projects and healthy incentives gathering
partners, entrepreneurs and their teams.
By being faithful to our human-centric
approach, we aspire to be the preferred
investment partner of all like-minded
stakeholders.
We provide patient capital, global networks
and strong expertise and advice to support
growing entrepreneurial and innovative
companies as a reliable long-term partner.
Few other equity providers can match our
depth of connections and experience.
SOFINA ANNUAL REPORT 2023
8
Our mission
Message to shareholders
Sofina at a glance
• Highlights
• Who we are
• Purpose & Patience
make us unique
• Shared vision and values
• Our leadership
• Our stakeholders
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
PURPOSE & PATIENCE MAKE US UNIQUE
investment company
with +125 years history
We are a
We are a
We are
We look for
We offer shareholders
We offer
We pursue
We are
We believe in
We are
across sectors, geographies and
investment styles
making us a reliable partner through
economic cycles
helping companies build sustainable businesses
and embedding ESG in operations and investment
decisions
bringing together diverse talents with
shared values and sector expertise
family-run diversifiedpatient capital,
purpose-driven,
teamwork,
Reliable
exploring all stages of a company's lifecycle
to foster further growth
delivering competitive
long-term return
to top-tier private businesses
offering supportive advice for
portfolio companies
through our fast decision-making process
growth investor,
value creation,
exposure
active ownership,
agile
Dynamic
SOFINA ANNUAL REPORT 2023
9
Our mission
Message to shareholders
Sofina at a glance
• Highlights
• Who we are
• Purpose & Patience
make us unique
• Shared vision and values
• Our leadership
• Our stakeholders
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
SHARED VISION AND VALUES
Sofina’s beliefs …
GROWTH AND INNOVATION
Belief that innovation drives economic and societal progress
PURPOSE & PATIENCE
Belief that the full benefits of growth and innovation are achieved
with a long-term investment horizon
HOLISTIC VALUE CREATION
Belief that a business’ long-term financial success is also tied to
the societal value it creates
… aligned with its stakeholders
SHAREHOLDERS
Our reference shareholder is a family with a multi-generational mindset
and an entrepreneurial background
TEAM
Purpose-driven “One team” incentivised on a common performance pool
driving durable alignment
INVESTMENT PARTNERS
Nurturing reliable relationships across cycles with trusted partners
sharing similar beliefs
PORTFOLIO COMPANIES
Supporting management and owners, who focus on the long-term
endurance and sustainability of their businesses,
in times good and bad
SOFINA ANNUAL REPORT 2023
10
Our mission
Message to shareholders
Sofina at a glance
• Highlights
• Who we are
• Purpose & Patience
make us unique
• Shared vision and values
• Our leadership
• Our stakeholders
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
Board members
A diverse, international, experienced board and leadership team safeguards our mission and culture, and guides our strategy and successful execution.
OUR LEADERSHIP
1
DOMINIQUE
LANCKSWEERT
Chair of the Board
Committees: Nomination
Committee
Belgian, born in 1956
First appointed: September 1997
Expiry of current mandate: Annual
General Meeting of 2026
Education & experience
:
• Senior advisor at Morgan Stanley-
Institutional Securities Group and
chair of the Fondation Saint-Luc
• Formerly vice-chair and
managing director at Morgan
Stanley-Institutional Securities
Group
• Previous positions at First
Chicago and Schroders
• Graduated from the University
of Dallas (MBA Finance and
Management)
CHARLOTTE STRÖMBERG *
Vice-Chair of the Board
Committees: Audit Committee and
ESG Committee
Swedish, born in 1959
First appointed: May 2017
Expiry of current mandate: Annual
General Meeting of 2024
Education & experience
:
• Member of the board of
Kinnevik AB, Clas Ohlson AB,
Lindengruppen AB and Höganäs
AB
• CEO of Accretiv AB and founding
partner of DHS Ventures
• Member of the Swedish
Securities Council and the
Nasdaq Stockholm Listing
Committee
• Formerly CEO of Jones Lang
LaSalle (Nordic section)
• Graduated from the Stockholm
School of Economics (MBA)
HAROLD BOËL
Chief Executive Officer
Committees : ESG Committee
Belgian, born in 1964
First appointed: May 2004
Expiry of current mandate: Annual
General Meeting of 2025
Education & experience
:
• Member of the board
of bioMérieux, Mérieux
NutriSciences, Cognita, Domanoy
and Société de Participations
Industrielles
• Previous positions at Usines
Gustave Boël and at Corus
• Graduated from Brown
University (Chemistry) and
the École Polytechnique de
Lausanne (Sciences Mat.)
• Certificate from the INSEAD
(IDP-C
2
) and Executive
Programme in Management and
Philosophies from the Université
libre de Bruxelles (Solvay)
NICOLAS BOËL
Member of the Board
Committees: ESG Committee and
Nomination Committee
Belgian, born in 1962
First appointed: August 2007
Expiry of current mandate: Annual
General Meeting of 2024
Education & experience
:
• Chair of Samic, managing
director at BMF Participation,
member of the board of
Domanoy, Fondation Saint-Luc,
Cliniques Saint-Luc, Fondation
Francqui, the International Solvay
Institutes and the Cercle royal
des Amis de Mariemont
• Previous positions at Solvay
(Chair) and at Corus, Hoogovens
and Usines Gustave Boël
• Graduated from the Université
catholique de Louvain and the
College of William and Mary,
Virginia (MBA)
LAURA CIOLI *
Member of the Board
Committees: ESG Committee,
Nomination Committee and
Remuneration Committee
Italian, born in 1963
First appointed: May 2018
Expiry of current mandate: Annual
General Meeting of 2024
Education & experience
:
• Member of the board of
Mediobanca
• CEO of Sirti S.p.A.
• Previous management positions
at GEDI Gruppo Editoriale, Pirelli,
RCS MediaGroup, CartaSi (Nexi),
Sky Italia, ENI Gas & Power,
Vodafone Italia and Bain &
Company
• Graduated from the University
of Bocconi, Milan (MBA) and
the University of Bologna
(Engineering)
* Independent Director.
1 For more information on our leadership, see the Corporate governance section of this Annual report.
2 International Directors Programme - Certificate in Corporate Governance.
SOFINA ANNUAL REPORT 2023
11
Our mission
Message to shareholders
Sofina at a glance
• Highlights
• Who we are
• Purpose & Patience
make us unique
• Shared vision and values
• Our leadership
• Our stakeholders
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
LAURENT DE MEEÛS
D’ARGENTEUIL
Member of the Board
Committees: Remuneration
Committee
Belgian, born in 1964
First appointed: May 2015
Expiry of current mandate: Annual
General Meeting of 2024
Education & experience
:
• Member of the board of Union
Financière Boël, Franquenies and
Pinnacle Pet Group
• Previous management positions
at Egon Zehnder International,
Booz-Allen & Hamilton, McKinsey
& Company, Coopers & Lybrand
and Société Générale de
Belgique
• Graduated from the Université
catholique de Louvain and the
University of Chicago (MBA)
FELIX GOBLET D’ALVIELLA
Member of the Board
Committees: Audit Committee
Belgian, born in 1978
First appointed: May 2023
Expiry of current mandate: Annual
General Meeting of 2026
Education & experience
:
• Business development
coordinator – asset management
at Kois Invest
• Previously held multiple
positions at GL events,
private equity analyst at
N+1 MERCAPITAL and economic
journalist with AFA Press
• Graduated from the Université
libre de Bruxelles (Business
economics), the IESE Business
School (MBA), INSEAD (EMC and
IDP-C
1
) and EFFAS (Certified ESG
Analyst)
ANJA LANGENBUCHER *
Member of the Board
Committees: Audit Committee, ESG
Committee (Chair) and Nomination
Committee
German, born in 1972
First appointed: May 2018
Expiry of current mandate: Annual
General Meeting of 2025
Education & experience
:
• European Director of the Bill &
Melinda Gates Foundation
• Member of the Advisory Council
of the German Council on
Foreign Relations and of the
International Advisory Council
of the European School of
Management and Technology
(ESMT)
• Previous management
positions at the European
Bank for Reconstruction and
Development (EBRD) and
the International Finance
Corporation (IFC), previously
guest lecturer at Sciences Po
Paris
• Graduated from Ludwig
Maximilans University, Munich
and Ruprecht- Karls University,
Heidelberg (master’s degree and
doctorate in economics)
MICHÈLE SIOEN *
Member of the Board
Committees: Audit Committee
(Chair)
Belgian, born in 1965
First appointed: November 2016
Expiry of current mandate: Annual
General Meeting of 2026
Education & experience
:
• CEO of Sioen Industries
• Member of the board of
D’Ieteren, Immobel, Fedustria,
Avieta, Vlerick Business School
and the Concours Reine
Elisabeth
• Honorary chair of the FEB
• Chair of the Kanal Foundation
• Graduated from the University of
Antwerp (Economics) and took
several management training
courses, including at the Vlerick
Management School
* Independent Director.
1 International Directors Programme – Certificate in Corporate Governance.
SOFINA ANNUAL REPORT 2023
12
Our mission
Message to shareholders
Sofina at a glance
• Highlights
• Who we are
• Purpose & Patience
make us unique
• Shared vision and values
• Our leadership
• Our stakeholders
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
CATHERINE SOUBIE *
Member of the Board
Committees: Nomination
Committee and
Remuneration Committee (Chair)
French, born in 1965
First appointed: May 2018
Expiry of current mandate: Annual
General Meeting of 2025
Education & experience
:
• Chair of Financière Verbateam
and member of the board of
Covivio and Korian
• CEO of Arfilia
• Previous management positions
at Alixio, Taddeo, Barclays, Rallye
and Morgan Stanley
• Graduated from the École
supérieure de commerce de
Paris
LESLIE TEO *
Member of the Board
Singaporean, born in 1969
First appointed: May 2023
Expiry of current mandate: Annual
General Meeting of 2026
Education & experience
:
• Senior director at AI Singapore,
Smart Nation Fellow for AI at the
Government Technology Agency
in Singapore, advisor to Sygnum
AG and the Ministry of Finance of
Singapore, and member of the
board of Coinbase Singapore
• Previous management positions
at Great Eastern Life Insurance,
Grab Holdings, GIC, the
International Monetary Fund
and the Monetary Authority of
Singapore, and member of the
board at Lion Global Investors
• Graduated from the University
of Chicago (Economics),
the University of Rochester
(Economics and Finance) and
University of California (Master of
Information and data science)
RAJEEV VASUDEVA *
Member of the Board
Indian, born in 1959
First appointed: May 2023
Expiry of current mandate: Annual
General Meeting of 2026
Education & experience
:
• Member of the board of
Brookfield Infrastructure
Partners, Pidilite Industries
Limited and Marico Limited
• Former CEO of Egon Zehnder
International and chairman
of Centum Learning Ltd.
Management consulting
experience with Touché Ross &
Co., USA
• Fellow member of the Institute of
Chartered Accountants of India
• Graduated from the University of
Delhi (Bachelor of Laws) and the
University of Michigan (MBA)
GWILL YORK *
Member of the Board
Committees: Audit Committee and
Remuneration Committee
American, born in 1957
First appointed: May 2018
Expiry of current mandate: Annual
General Meeting of 2024
Education & experience
:
• Co-founder and managing
director of Lighthouse Capital
Partners
• Chair of the Isabella Stewart
Gardner Museum and vice-chair
of Brigham Health, member of
the board of Alto NeuroSciences,
One Mind and Egal Health
• Graduated from Harvard
University (Economics) and
Harvard Business School (MBA)
* Independent Director.
SOFINA ANNUAL REPORT 2023
13
Our mission
Message to shareholders
Sofina at a glance
• Highlights
• Who we are
• Purpose & Patience
make us unique
• Shared vision and values
• Our leadership
• Our stakeholders
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
Members of the Executive Committee
1
HAROLD BOËL
Chief Executive Officer
Belgian, born in 1964
Joined Sofina in 2004, CEO since
2008
Education & experience
• Member of the board
of bioMérieux, Mérieux
NutriSciences and Cognita
• Previous positions at Usines
Gustave Boël and at Corus
• Graduated from Brown
University (Chemistry), the École
Polytechnique de Lausanne
(Sciences Mat.) and INSEAD
(IDP-C
2
)
VICTOR CASIER
Member of the Executive
Committee
Belgian, born in 1974
Joined Sofina in 2006
Education & experience
• Member of the board of Veepee
and Drylock
• Formerly strategy consultant at
Roland Berger, Transwide Ltd
and Banco Urquijo
• Graduated from the Louvain
School of Management, the
University of Chicago (MBA) and
INSEAD (IDP-C
2
)
XAVIER COIRBAY
Member of the
Executive Committee
Belgian, born in 1965
Joined Sofina in 1992
Education & experience
• Member of the board of
Cambridge Associates and
Luxempart and board observer
at First Eagle
• Previous positions at the
Générale de Banque
• Graduated from the Solvay
Brussels School of Economics
and Management (BS, MSc and
Tax) and INSEAD (IDP-C
2
) and
from Harvard Business School
(General Manager Program and
Corporate Director Certificate)
WAUTHIER DE
BASSOMPIERRE
Member of the
Executive Committee
Belgian, born in 1970
Joined Sofina in 1999
Education & experience
• Formerly lawyer at CMS
DeBacker
• Graduated from the Université
catholique de Louvain (Law),
ICHEC (Taxation), Vlekho
(Business Communications),
INSEAD (IDP-C
2
) and the Harvard
Business School (Program in
Leadership Development)
1 At 31 December 2023. As mentioned in the Corporate governance section of this Annual report, the governance at executive management level was reviewed in January 2024 and as a result,
it was decided to dissolve the Executive Committee. In addition, François Gillet retired with effective date 31 December 2023.
2 International Directors Programme – Certificate in Corporate Governance.
ANNUAL REPORT 2023
14
Our mission
Message to shareholders
Sofina at a glance
• Highlights
• Who we are
• Purpose & Patience
make us unique
• Shared vision and values
• Our leadership
• Our stakeholders
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
SOFINA
FRANÇOIS GILLET
Member of the
Executive Committee
Belgian, born in 1960
Joined Sofina in 1988
Education & experience
• Chair of the board of Luxempart
• Member of the committee of the
Fonds SofinaBoël
• Previous positions at Union
Minière
• Graduated from the Louvain
School of Management (BS and
MSc) and INSEAD (IDP-C
1
)
EDWARD KOOPMAN
Member of the Executive
Committee
Dutch, born in 1962
Joined Sofina in 2015
Education & experience
• Member of the board of GL
events, THG and NUXE
• Previously founding partner
of Electra Partners Europe/
Cognetas, strategy consultant at
Bain & Co and investment banker
at BNPP and Barings
• Graduated from the EM Lyon
Business School
MAXENCE TOMBEUR
Member of the Executive
Committee
Belgian, born in 1982
Joined Sofina in 2008
Education & experience
• Board observer at Practo, Hector
Beverages, Pine Labs, Bira 91,
Byju’s and member of the board
of Lemonilo
• Previous positions at ING
• Graduated from the Louvain
School of Management
GIULIA VAN
WAEYENBERGE
Member of the Executive
Committee
Belgian, born in 1982
Joined Sofina in 2010
Education & experience
• Member of the board of Collibra,
GL events and board observer at
Mérieux NutriSciences
• Previous positions at De Eik and
Bank of America Merrill Lynch
• Graduated from the Catholic
University of Leuven (Elec. Eng.),
the Singapore Management
University (Econ.) and INSEAD
(IDP-C
1
)
1 International Directors Programme – Certificate in Corporate Governance
SOFINA ANNUAL REPORT 2023
15
Our mission
Message to shareholders
Sofina at a glance
• Highlights
• Who we are
• Purpose & Patience
make us unique
• Shared vision and values
• Our leadership
• Our stakeholders
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
OUR STAKEHOLDERS
At Sofina, we recognise the importance of considering the interests, needs, and concerns of
our stakeholders and strive to find a balance between the different groups presented below.
Engaging with our stakeholders on a regular basis allows us to understand their perspectives,
answer their questions, gather their feedback, share information on our activities and strategy
and take all necessary actions accordingly to build long-term relationships and create long-term
value for them and the Company. Sofina’s approach towards stakeholders’ engagement is based
on transparency, open communication and listening, bearing in mind that the manner we interact
with our various stakeholders depends on the group they belong to:
• Employees: the limited size of the headcount allows an engagement made in the framework
of day-to-day relationships, dialogues, meetings and team events (in wider or smaller groups);
• Reference shareholder: meetings of the Board of Directors and its Committees and
interactions with the CEO and the Chair of the Board;
• Shareholders, bondholders and investors: shareholders’ meetings, investor presentations
(incl. on the annual and half-year results) including a Q&A session;
• Financial partners and analysts: meetings held after the issuance of the Annual report and
Half-year report and ad hoc interactions, including with banks and other intermediaries;
• Portfolio companies: meetings of their decision-making organs, shareholders’ meetings and
interactions with their management;
• Investment partners and General Partners: business meetings, attendance at shareholders’
meetings and ad hoc interactions;
• Communities: direct engagement through active participation in volunteering activities.
As further set out in the ESG section, we have launched a double materiality analysis. This exercise
allowed us to engage with many of our stakeholders and to gather their views on important topics
from an impact materiality and financial materiality perspective.
Employees
Financial
partners
Communities
Portfolio
companies
General partners
Investment
partners
Share- &
bondholders
SOFINA ANNUAL REPORT 2023
16
Our mission
Message to shareholders
Sofina at a glance
• Highlights
• Who we are
• Purpose & Patience
make us unique
• Shared vision and values
• Our leadership
• Our stakeholders
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
Strategy
Our strong purpose and values, and our
diverse, global team, support a track record of
value creation, based on exposure to structural
innovation trends and unique access to
opportunities in hundreds of growing private
businesses, across stages and vintages.
Our mission
Message to shareholders
Sofina at a glance
Strategy
• Diversified
• Value creation model
• Sofina Direct and
Sofina Private Funds
• Sustainability
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
17
ANNUAL REPORT 2023SOFINA
DIVERSIFIED
FROM IDEA ... ... TO EXPANSION
REVENUE
Early stage
Idea to first revenue Accelerated revenue
generation with proven
economics
Entrance in new markets/
segments, scale-up of
operations or M&A
Growth stage
Expansion stage
Company growth cycle and
transition among strategies
SOFINA PRIVATE FUNDS
SOFINA GROWTH
LONG-TERM MINORITY
INVESTMENTS
We believe diversification is the best guarantee for long-term, sustainable returns.
Diversification manifests itself in different elements.
We invest in core sectors of focus: Con-
sumer and retail, Digital transforma-
tion, Education, and Healthcare and life
sciences. As mentioned in our News-
letter #13, we started in 2023 exploring
opportunities in Sustainable supply chains’
environment. Biobest and GEO are two
examples of investments resulting from
these new efforts towards Sustainable
supply chains.
Diversity can also be found in our three
complementary investment styles:
Sofina Direct, with both long-term minor-
ity investments and Sofina Growth, and
Sofina Private Funds.
We invest across the world, our main mar-
kets being (Western-Europe, the United
States and Asia, primarily India, China and
Indonesia.
In all of what we do, we aim to be a Respon-
sible investor striving for positive societal
and environmental impact.
To ensure growth across cycles, and pre-
serve and create wealth across gener-
ations, we want to create a continuous,
virtuous cycle, from early stage investing in
start-ups, over supporting growing com-
panies, to monetising long-term profita-
ble corporations, allowing us to crystallise
value and generate liquidity along the way
to fuel new investments.
SOFINA ANNUAL REPORT 2023
18
Our mission
Message to shareholders
Sofina at a glance
Strategy
• Diversified
• Value creation model
• Sofina Direct and
Sofina Private Funds
• Sustainability
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
Impact
DELIVERING
VALUE ACROSS CYCLES
• Track record of value creation and
recurring liquidity generation
• Access to top-tier private businesses
through a global ecosystem of trusted
relationships
• Exposure to structural innovation
trends with ESG at the core of our
investment strategy
• Experienced management team
supported by a well aligned and
diverse talent pool
AGILITY TO NAVIGATE
MARKET AND SUSTAIN
RESPONSIBLE GROWTH
• Resilient performance in challenging
market conditions
• Growth investor across all stages of
the lifecycle
• Backing innovators driving societal
and economic progress
• Active ownership supporting
portfolio companies
• Focus on ESG contributing to long-
term, sustainable outcomes
SOFINA ANNUAL REPORT 2023
19
Our mission
Message to shareholders
Sofina at a glance
Strategy
• Diversified
• Value creation model
• Sofina Direct and
Sofina Private Funds
• Sustainability
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
VALUE CREATION MODEL
Sustainability is embedded in our strategy. We are dedicated to generating value for our stakeholders by achieving results both on financial and non-financial metrics. In this table, we outline how
we convert, through the implementation of our strategy, our different resources into sustainable value for our shareholders, business partners, employees, communities and other stakeholders.
SHAREHOLDERS AND
INVESTORS
• EUR 9.1 bn NAV in a challenging market
environment
• Average annual return: -0.9 %
• EUR 7.7 bn market capitalisation
• Committed to return value to our shareholders,
the Board proposed a gross dividend of
EUR 3.35 per share
LONG-TERM FINANCIAL
RESOURCES
Stable shareholder base
• 54.60% held by the reference shareholder
• 42.39% free float (excluding own shares)
Debt financing
• EUR 700m 7y senior bonds, issued in 2021
• EUR 1.1 bn of undrawn credit facilities
• -2.2% loan-to-value
Capital available
through our portfolio rotation
and dividends from our portfolio companies
PORTFOLIO COMPANIES
• Increased development and innovation of
sectors of focus: Consumer and retail, Digital
transformation, Education, Healthcare and
life sciences, and development of a sector on
Sustainable supply chains
• Providing patient capital, supportive advice and
access to Sofina’ s global network
GLOBAL NETWORK AND
SECTOR EXPERTISE
• Global network of General Partners, business
partners, entrepreneurs and advisors
• Sector groups building expertise on our sectors
of focus
OUR ENVIRONMENT AND
COMMUNITIES
• Implementing measures to reduce our
environmental footprint and decarbonise our
portfolio companies
• Investing in companies with a net positive
impact
• Involved in our communities : 837 hours of
volunteering and involvement in charities
NATURAL RESOURCES
Environmental assets on which we and our
portfolio companies depend, for instance
through our energy consumption and travel
OUR PEOPLE
• Strong corporate culture
• Growth mindset approach with focus on
personal and career development
• Diverse and inclusive working environment
• Fulfilling workplace and flexible working
arrangements
OUR PEOPLE
Diversified team of experts
• 87 employees across our 3 offices
• 16 nationalities
• 37 investment professionals
• 1,989 hours of training
• 38 coaching programmes
Value
created
Activities
Resources
Sourcing of
investment
opportunities, in
accordance with our
investment criteria,
including sectors
of focus and ESG
factors
Dynamic capital
allocation, exiting
investments and
transitioning
stewardship to
ensure sustainable
growth
Investing
patient capital in
innovative and
growing businesses
and supporting
further growth
of our portfolio
companies
SOFINA ANNUAL REPORT 2023
20
Our mission
Message to shareholders
Sofina at a glance
Strategy
• Diversified
• Value creation model
• Sofina Direct and
Sofina Private Funds
• Sustainability
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
SOFINA DIRECT AND SOFINA PRIVATE FUNDS
We are minority investors
in private and listed companies
The investment size is
typically between EUR 100
and 300 million
The investments size is
between EUR 20 and
100 million
Companies are mainly
in Europe, with global
exposure
We target high-
growth sectors with an
international approach
We have been operating
like this in partnership
with entrepreneurs and
families for over 60 years
Our first investment
dates from 2010
We provide patient capital and are a
reference shareholde
r with a long-term
horizon to create sustainable value
We take into account Environmental,
Social and Governance criteria in our
investment decisions
We always take a flexible approach,
seeking alignment with trusted
partners
Sofina Direct
For our Long-term minority investments For our Sofina Growth investments
Sofina Direct
SOFINA ANNUAL REPORT 2023
21
Our mission
Message to shareholders
Sofina at a glance
Strategy
• Diversified
• Value creation model
• Sofina Direct and
Sofina Private Funds
• Sustainability
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
Sofina Private Funds
Mainly venture and
growth capital funds
Taking account of Environmental,
Social and Governance criteria in
our investment decisions
Long-term partner
across cycles
Active in the US,
Asia and Europe
Equity commitments
between EUR 5 and
50 million
First investments
in 1978
Since the late 70’s, Sofina has supported private
funds Managers, focusing on venture capital
and growth equity. In most cases, investments
take the form of fixed-term partnerships of ten
to 12 years that are managed by specialised
teams (the "Managers", "General Partners" or
“GPs”). The latter raise funds from professional
investors such as Sofina, who undertake to
fund them in capital for an amount defined
at the time of subscription. Managers gen-
erally have a period of five or six years to find
investments corresponding to their preferred
strategy and progressively call the committed
capital made available to them. Each time an
investment is completed, the proceeds are dis-
tributed to investors and the Managers receive
an incentive (“carried interest”) when a capital
gain is realised.
Sofina Private Funds has built longstanding
relationships with top-tier Managers, and is
now a formalised investment activity. Each
year, new commitments are made in the funds
raised by different Managers. The amount of
the annual commitment has increased grad-
ually to ensure vintage diversification through
cycles and to reflect global market activity.
The activity is managed by an Investment team
with experience in the field, with members in
all of Sofina’s offices and reinforced by sup
-
port teams. The team seeks to build a balanced
portfolio by developing a proactive business
approach to access the most exclusive funds.
As with Sofina Direct, Environmental, Social
and Governance criteria are taken into account
in the decision-making process of Sofina Pri-
vate Funds.
The rationale of launching and developing the
Sofina Private Funds activity is now proven by
the performance of the investment style. These
performances are mainly driven by the growth
of the underlying portfolio companies.
Access to the best performing Managers is one
of the key portfolio success factors. These Man-
agers are courted and the funds they raise are
generally oversubscribed. Sofina’s profile and
long-term vision, the stability of our team and
our commitment program, our experience in
the sector, our network, and the credibility of
our performance, are the key success factors
in getting access to these renowned Managers.
However, Sofina is constantly reassessing
these relationships. This applies both to the
top Managers who might face challenges such
as changes in the team, and to promising Man-
agers gradually becoming references in their
sectors. The team is also regularly in contact
with emerging Managers to identify those early
who will be able to outperform their peers in
the future.
SOFINA ANNUAL REPORT 2023
22
Our mission
Message to shareholders
Sofina at a glance
Strategy
• Diversified
• Value creation model
• Sofina Direct and
Sofina Private Funds
• Sustainability
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
SUSTAINABILITY
Our principles
and beliefs
The basics underpinning sustainability have long been at the heart of Sofina’s strategy. We for-
malised them through six principles and beliefs (set out below) which constitute the compass
of our sustainability journey.
Sustainable growth
As a long-term shareholder and investor, our
role is to foster sustainable growth. Assess-
ing the effect of our actions and those of our
portfolio companies on all dimensions of the
environment, as well as positively impacting
our communities, is the foundation of any sus-
tainable value creation.
Risk reduction
and value creation
Sustainability presents risks and opportunities.
We believe paying attention to sustainability
reduces risk and creates value, while having a
positive impact on society.
For all stakeholders
We believe there is no trade-off between invest-
ment returns and responsible investment. To
achieve sustainable returns, we need to grow
the value our activities bring to all stakeholders.
A process and a path
Maximising the positive impact of our business
on our stakeholders is a continuous process,
more than a destination. Our commitment is
to follow the path and to progress. We there-
fore report our achievements towards positive
change on a yearly basis.
Recognition and
respect of differences
As a global investor, we know that sustainability
issues, though relevant globally, will not find
the same expression in the regions and sectors
in which we are active. Our approach recog-
nises and respects these differences, whilst our
commitment to progress remains the same.
Inspiration for
our portfolio
Our commitments on sustainability are also
made by every one working at Sofina. We
believe that Sofina must act on sustainability
matters and be an inspiration for our portfolio
companies.
Our approach towards
sustainability
Purpose & Patience, our two guiding principles in our investments, also apply to Sofina’s
approach towards sustainability. As an investment company, we adopt a two-fold approach
towards sustainability: as a responsible investor and in our operations.
Responsible investor
As a long-term minority investor, we build rela-
tionships with partners who share our values
and approach towards sustainability. We are
committed to making continuous progress to
move from mitigating ESG-related risks alone
to making a net positive impact through our
investments and our stewardship. At the level
of Sofina Direct, we target companies having a
net positive impact through their products and
services and/or through the way they operate
from an ESG perspective. At the level of Sofina
Private Funds, we target General Partners that
incorporate sustainability into their investment
strategy and operations.
We further engage with our portfolio compa-
nies to encourage and support them in their
journey to embed sustainability into their
strategy, improve their ESG governance and
performance and in developing products
and services that could bring environmental
or social benefits. This can include providing
ESG expertise and guidance to the board and
management, seeking new relevant business
opportunities as well as advocating for the
adoption of the best ESG practices such as
reducing their environmental impact, acting
on their human capital and establishing sound
governance principles.
Sustainability
in our operations
We tackle sustainability in our operations
with a particular focus on each of the Envi-
ronmental, Social and Governance aspects.
On environmental aspects, we strive to
reduce our footprint and raise awareness on
environmental issues. On social, we actively
promote diversity, equity and inclusion in
the workplace, care for our employees, their
well-being and personal development and
support initiatives that foster cultural and
social development. On governance, we
apply the best governance practices and
maintain high standards of compliance,
ethics, and integrity. For more information,
please refer to the Societal commitment
section of this Annual report.
SOFINA ANNUAL REPORT 2023
23
Our mission
Message to shareholders
Sofina at a glance
Strategy
• Diversified
• Value creation model
• Sofina Direct and
Sofina Private Funds
• Sustainability
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
As a UNPRI signatory since 2019 and to achieve our sustainability ambitions as a responsible investor, we incorporate ESG into our decision-making process. This has been formalised in a Responsible
investment policy covering Sofina Direct and Sofina Private Funds as well as the different stages in the investment decision making.
ORIGINATE AND ASSESS
Sourcing of investment opportu-
nities within our sectors of focus.
Assessment of investment oppor
-
tunities using our ESG framework
which allows us to make a posi-
tive screening
1
of the company to
assess:
• whether the company
contributes to addressing
societal challenges through its
products and services (what);
and
• the ESG performance of its
operations (how).
→ Sector-specific metrics from
the SASB
2
standards are
now integrated into our ESG
due diligence process, to
ensure a more systematic
assessment of material ESG
risks and sustainability impacts
associated with potential
investments.
DEPLOY
Investment decision is made taking into account:
• the contribution of the company to societal challenges (what);
• the ESG performance of the company (how).
Action plans may be agreed upon with the company to address the
findings of the ESG due diligence (i.e. ESG risks and opportunities).
MANAGE
Use ownership position and board/observer seat to provide
expertise on ESG matters, monitor the ESG performance of the
companies, encourage ESG reporting and suggest ESG perfor-
mance improvement levers to change (i.e. through sustainability
roadmaps).
Our influence as a minority investor varies but we commit to pro
-
moting ESG initiatives through governance bodies. For holdings
with limited governance rights, we focus on monitoring progress
and advocating for ESG issues through appropriate forums.
EXIT
Conduct exit through embedding ESG considerations, depending
upon our ownership stake and influence as a minority shareholder.
Redeploy proceeds into companies that address societal chal-
lenges and/or with a better ESG performance.
SOFINA DIRECT – POLICY BY KEY STAGE OF THE INVESTMENT LIFECYCLE
1 ‘Positive screening’ is further defined in PRI’s Introductory Guides to Responsible Investment.
2 SASB (Sustainability Accounting Standards Board) develops industry-based sustainability standards for 77 industries. These standards provide metrics and guidelines about sustainability-related risks and opportunities that could reasonably
affect a company’s cash flows, access to finance or cost of capital over the short, medium, or long term.
SUSTAINABILITY ROADMAPS –
OUR TOOL TO MONITOR THE ESG PROGRESS
OF OUR PORTFOLIO COMPANIES
Since 2022, we have been engag-
ing with selected portfolio com-
panies to build sustainability
roadmaps to define their ambi-
tion and goals regarding certain
sustainability matters (e.g., cli-
mate and biodiversity, gender
pay equity, diversity and inclu-
sion, etc.) and KPIs to track their
progress towards their identified
goals. We took a company specific
approach with a focus on material
ESG matters for the company, its
business model and stakehold-
ers to ensure a common vision on
ESG priorities between Sofina and
portfolio companies.
In 2023, we continued our sustain-
ability roadmap exercise for the
14 European companies within
Sofina Direct. Overall, we observe
that companies are making pro-
gress towards their goals, albeit
uneven across companies. Most
roadmaps prioritise topics related
to people (e.g. employee health
and safety, diversity and inclusion)
and environment (e.g. GHG emis-
sions, supply chain, and waste)
and the majority of the compa-
nies have dedicated teams focus-
ing on sustainability issues. In
2024, we will expand this exercise
to additional portfolio companies
and will prioritise science based
climate targets, in line with our
carbon strategy.
We further believe that the Cor-
porate Sustainability Report-
ing Directive (“CSRD”) will serve
as a common framework for
European portfolio companies
in scope of the CSRD to iden-
tify material topics, develop rel
-
evant action plans, and report
progress on an annual basis. As
we have launched our own pro-
cess towards CSRD compliance,
we also support our portfolio
companies on CSRD implemen-
tation through knowledge shar-
ing and progress monitoring
as board member and active
shareholder.
SOFINA ANNUAL REPORT 2023
24
Our mission
Message to shareholders
Sofina at a glance
Strategy
• Diversified
• Value creation model
• Sofina Direct and
Sofina Private Funds
• Sustainability
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
ORIGINATE AND ASSESS
Assessing the General Partner on two
main aspects:
• commitment to responsible
investment and degree to which
the General Partner integrates ESG
considerations into its investment
process;
• assessment of how ESG matters
are implemented into the General
Partner’s operations.
DEPLOY
Investment decision is made taking into account the outcome of
the ESG assessment made on the General Partner.
Most favoured nations provisions containing ESG commitments
are elected when possible.
MANAGE
ESG aspects are analysed when evaluating fund performance.
General Partners are encouraged, during our interactions with them
and through our presence in annual general meetings to adopt ESG
best practices.
If need be, concerns are raised with the relevant governance bodies
of the funds.
EXIT
ESG factors are considered depending on how actively the General
Partner pursues ESG criteria in its investments.
SOFINA PRIVATE FUNDS – POLICY BY KEY STAGE OF THE INVESTMENT LIFECYCLE
Our approach towards Sofina Private Funds differs from Sofina Direct, as we have no decision-making power over the direct operations
of the portfolio companies managed by our General Partners.
SOFINA ANNUAL REPORT 2023
25
Our mission
Message to shareholders
Sofina at a glance
Strategy
• Diversified
• Value creation model
• Sofina Direct and
Sofina Private Funds
• Sustainability
Year in review
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
Year in review
Our Net Asset Value of EUR 9.1 billion stems
from direct investments as a minority partner
of business owners in core growth sectors and
indirect funds investments in partnership
with an ecosystem of top-tier venture and
growth Managers in Europe, the United
States, and Asia.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
• Financial indicators
• Portfolio indicators
• Sustainability
• Post-closing events
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ANNUAL REPORT 2023
26
SOFINA
FINANCIAL INDICATORS
Sofina SA adopted the Investment Entity status in application of IFRS 10, §27, which provides that
a company, as long as it meets the definition of an Investment Entity, does not consolidate its sub-
sidiaries
1
. In the present Annual report, the financial statements as an Investment Entity give the
fair value of Sofina SA’s direct investments (in portfolio investments or in investment subsidiaries).
The Net Asset Value (“NAV”) reported under the Investment Entity status or in transparency (i.e.
considering all portfolio investments whether held by Sofina SA directly or indirectly through its
investment subsidiaries) is the same.
Financial statements – Overview of the year
2
31/12/2023 31/12/2022
Total assets (in million EUR) 9,843 10,198
Net Asset Value (in million EUR) 9,083 9,313
Net Asset Value per share (in EUR)
3
273.62 279.41
31/12/2023 31/12/2022
Net result (share of the group) (in million EUR) -104 -1,872
Net result (share of the group) per share (in EUR)
4
-3.12 -55.85
It was resolved at the Annual General Meeting of 4 May 2023 that a gross dividend of EUR 3.24 per
share would be paid.
Financial figures in transparency
5
(in million EUR)
KEY FIGURES IN TRANSPARENCY 31/12/2023 31/12/2022
Net debt (+) / Net cash (-) -197 -233
Investment portfolio 8,928 9,062
Loan-to-value (in %) -2.2% -2.6%
KEY COMPREHENSIVE INCOME FIGURES IN TRANSPARENCY 31/12/2023 31/12/2022
Dividends 44 53
Net result of the investment portfolio -76 -1,828
Total comprehensive income
6
-104 -1,869
KEY CASH FLOW STATEMENT FIGURES IN TRANSPARENCY 31/12/2023 31/12/2022
Investments in portfolio -517 -1,013
Divestments from portfolio 590 1,174
BALANCE SHEET IN TRANSPARENCY 31/12/2023 31/12/2022
Investment portfolio 8,928 9,062
Sofina Direct 4,739 4,760
Long-term minority investments 2,847 2,797
Sofina Growth 1,892 1,962
Sofina Private Funds 4,189 4,302
Net cash 197 233
Gross cash 893 929
Financial liabilities -696 -696
Other -42 18
NAV 9,083 9,313
1 For a definition of the different terms, see the Glossary.
2 The consolidated financial statements are presented under the Investment Entity status in application of which direct subsidiaries of Sofina SA are stated at fair value, including the fair value of their equity investments and other assets and
liabilities (mainly intra-group debts and receivables), through profit and loss. For further explanation, see the Glossary.
3 Calculation based on the number of outstanding shares at closing date (33,197,072 shares at 31 December 2023 and 33,332,072 at 31 December 2022).
4 Calculation based on the weighted average number of outstanding shares (33,370,558 shares at 31 December 2023 and 33,510,733 shares at 31 December 2022).
5 Based on the portfolio in transparency (see point 2.1 of the Notes to the consolidated financial statements). For a definition of the different terms, see the Glossary.
6 The small difference between the net result and the total comprehensive income comes from income and expenses recognised directly in the shareholders’ equity and subsequently reclassified in the net result.
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Price per share NAV per share
AVERAGE ANNUAL RETURN (IN %)
3
4 YEARS ROLLING PERFORMANCE (IN %)
3
Sofina NAV MSCI ACWI (EUR) EURO STOXX 50
20%
18%
16%
14%
12%
10%
8%
6%
4%
2%
0%
FY15-18 FY16-19 FY17-20 FY18-21 FY19-22 FY20-23
1 The financial data at 31 December have been prepared under IFRS standards since the financial year ending 31 December 2004. Figures relating to 2016 and 2017 have been restated in accordance with IAS 28, §18 to ensure that the Net
Asset Value for 2016 and 2017 can be compared with that of the following years as set up under the Investment Entity status.
2 Subject to the approval by the shareholders of Sofina SA at the next Annual General Meeting.
3 For a definition of the different terms, see the Glossary.
EVOLUTION OF THE SHARE PRICE AND
THE NAV PER SHARE (IN EUR)
1
GROSS AND NET DIVIDEND
PER SHARE (IN EUR)
Net dividend per share Gross dividend per share
3.5
3.0
2.5
2.0
1.5
1.0
0.5
0
2017 2018 2019 2020 2021 2022 2023
2
30%
25%
20%
15%
10%
5%
0%
-5%
-10%
4 years 5 years 7 years 10 years
1 year
-0.9%
5.9%
8.3%
9.4%
9.9%
18.1%
8.7%
12.5%
9.3%
10.3%
22.2%
7.2%
11.1%
7.2%
6.4%
450
400
350
300
250
200
150
100
50
0
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
+28%
273.6
76,154,8
225.4
-18%
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2.67
3.24
3.35
3.13
3.01
2.90
2.79
1.5%
5.8%
10.6%
8.5%
7.2%
11.1%
8.7%
10.8%
5.9%
7.7%
13.7%
19.9%
4.5%
9.2%
15.1%
6.3%
10.4%
11.7%
2.27
2.35
2.19
2.11
2.03
1.95
1.87
SPLIT BETWEEN LISTED AND
UNLISTED INVESTMENTS
14% LISTED
86% UNLISTED
BY INVESTMENT STYLE
53%
SOFINA DIRECT
32%
LONG-TERM MINORITY
INVESTMENTS
21%
SOFINA GROWTH
47%
SOFINA PRIVATE
FUNDS
PORTFOLIO INDICATORS
Total portfolio overview
1
BY GEOGRAPHIC REGION
2
27% ASIA
35% NORTH
AMERICA
0% OTHER
38% EUROPE
1 Based on the portfolio in transparency.
2 Based on the portfolio in transparency considering the country of the main or historical headquarters of the investments as used in the management information (see point 2.6 of the Notes to the consolidated financial statements as well
as in the Investments overview section).
Our investments split between the Sofina Direct and
Sofina Private Funds portfolios, capturing indirect early
stage ventures to long-term minority holdings.
The geographic split reflects our diversification across
regions, with investments in the United States heavily
represented in Sofina Private Funds, and Europe more
geared towards Sofina Direct. Asia is balanced across
investment styles.
As a result of our growth strategy, listed assets now
only represent 14% of our total assets.
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SECTOR SPLIT GEOGRAPHIC SPLIT
VINTAGE SPLIT
2
SPLIT BETWEEN LISTED AND
UNLISTED INVESTMENTS
34% CONSUMER
AND RETAIL *
21% OTHER *
11% EDUCATION
13% HEALTHCARE
AND LIFE SCIENCES
21% DIGITAL
TRANSFORMATION
63% EUROPE
11% NORTH
AMERICA
26% ASIA
0% OTHER
20%
0-3 YEARS
19%
>10 YEARS
20%
8-10 YEARS
41%
4-7 YEARS
Portfolio by investment style
1
SOFINA DIRECT SOFINA PRIVATE FUNDS
15%
LISTED
85%
UNLISTED
1 Based on the fair value of the Sofina group’s investments at 31 December 2023 (portfolio in transparency). Our portfolio is further detailed in the Investments overview section of this Annual report.
2 Vintage based on the date of first investment or capital call.
75+
LONG-TERM INVESTMENTS
80+
TOP-TIER GENERAL PARTNERS
EUR 4.7 bn
AT 31/12/2023
EUR 4.2 bn
AT 31/12/2023
STRATEGY SPLIT
70% VENTURE
CAPITAL
5% LEVERAGED
BUYOUT
25% GROWTH
CAPITAL
0% OTHER
STRATEGIES
GEOGRAPHIC SPLIT
10% EUROPE
28% ASIA
62% NORTH
AMERICA
VINTAGE SPLIT
2
18%
0-3 YEARS
13%
>10 YEARS
23%
8-10 YEARS
46%
4-7 YEARS
SPLIT BETWEEN LISTED AND
UNLISTED INVESTMENTS
12%
LISTED
88%
UNLISTED
* Includes an investment resulting from our recent
development in the Sustainable supply chains
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Sofina Direct
Our Long-term minority investments and Sofina Growth, our earlier stage direct investments, are grouped under Sofina Direct. This portfolio includes investments
in a variety of sectors, business models and geographies at different stages of maturity.
SPLIT OF THE PORTFOLIO
1
BY SECTOR SPLIT OF THE PORTFOLIO
1
BY SECTOR
13% HEALTHCARE
AND LIFE SCIENCES
7% DIGITAL
TRANSFORMATION
33% OTHER
13% EDUCATION
34% CONSUMER
AND RETAIL
9% EDUCATION
12% HEALTHCARE
AND LIFE SCIENCES
2% OTHER
36% CONSUMER
AND RETAIL
41% DIGITAL
TRANSFORMATION
PORTFOLIO EVOLUTION
2023 ACTIVITY
IN M EUR # COMPANIES
Investments
(new and follow-on)
181 2
Divestments
(partial and full)
291 3
Portfolio at 31/12/2023 2,847 25
PORTFOLIO EVOLUTION
2023 ACTIVITY
IN M EUR # COMPANIES
Investments
(new and follow-on)
137 11
Divestments
(partial and full)
103 6
Portfolio at 31/12/2023 1,892 54
Long-term minority investments Sofina Growth
1 Based on the fair value of the Sofina group's investments at 31 December 2023 (portfolio in transparency).
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79
PORTFOLIO COMPANIES
Top 10 of Sofina Direct
1
The top 10 Sofina Direct portfolio positions illustrate strength of
Sofina’s relationship with top-tier companies globally.
1 LERNEN MIDCO 1 (COGNITA)
2 SC CHINA CO-INVESTMENT 2016-A (BYTEDANCE)
3 GROUPE PETIT FORESTIER
4 DRYLOCK TECHNOLOGIES
5 NUXE INTERNATIONAL
6 BIOMÉRIEUX
7 CAMBRIDGE ASSOCIATES
8 BIOBEST GROUP
2
9 MÉRIEUX NUTRISCIENCES
10 SALTO SYSTEMS
The 10 largest investments of Sofina Direct represent 27% of the
fair value of the portfolio in transparency.
The 5 largest investments of Sofina Direct represent more than
15% but less than 20% of the portfolio in transparency whereas
the 7 largest investments represent more than 20% of the port-
folio in transparency.
1
Out of the above-listed investments taken individually, when
taking into account our combined holdings through Sofina
Direct and Sofina Private Funds
3
when applicable, ByteDance
is the sole asset representing more than 5% of the fair value of
the portfolio in transparency.
4
Market environment
In the Consumer and retail sector, entrepreneurs are progress-
ing on their journey to improve unit economics and are growing
in a more capital efficient way. As consumer confidence is still
low, we continue to witness a shift towards affordability and
affordable luxury as a response to the inflationary environment.
In this context, we are sourcing deals that fit with our theme of
"affordability", and two strong performers in our portfolio (Vinted,
Too Good To Go) are both at the crossroad of affordability and
sustainability. We remain long digitisation of consumer products,
digital services, sustainability, and e-commerce (as a distribution
channel and enablement tool). We expect consolidation activity
to remain high in several consumer verticals with economies
of scale and rigorous competition as highlighted by the recent
events in the e-grocery, micromobility, and Amazon FBA aggre-
gator spaces. We are working with portfolio companies such as
Rohlik, Dott, and SellerX to play a leading role in those consoli-
dation dynamics.
For investors in Healthcare and life sciences, 2023 was a chal-
lenging and yet transformative year. Digital health has continued
to be confronted with decreasing funding and lower activity
ever since 2021, while the intersection of AI and life sciences
is attracting increasing (investor) interest. We expect the sig-
nificant innovation potential in this segment to continue to
materialise in the year ahead. In this context, we are looking for
investment opportunities that will benefit from this innovation
and contribute to better health outcomes, while continuing to
support our portfolio companies.
In the Digital transformation sector, technology companies
have continued to drive market performances, particularly those
that have been able to maintain robust economics or that are
riding the AI wave. Private market transactions have picked up
around the end of 2023 and going into 2024 with more sensible
valuations, creating an attractive investment environment. In
that context, Sofina committed to a large investment in Danish
industry-specific software company EG A/S, which closed in Feb-
ruary 2024. The sector team continues to review opportunities
in segments that should benefit from the current trends, such
as cybersecurity, data management, and financial technology.
In Education, transaction activity in the edtech sector has further
corrected in the year following the 2022 decline, although listed
edtechs performed better than the wider space. It is expected
that generative AI will be incorporated into the next wave of
edtech companies, and that it could materially change the learn-
ing experience and/or enhance productivity of educators. This is
a lens we have employed in our sourcing activities. In the offline
space, transaction activity – particularly in K12 schooling – contin-
ues to thrive, both by way of consolidation activity by large school
groups and minority transactions at their holding companies.
We continue to look at opportunities in adjacent spaces such
as offline vocational and higher education.
In our work on Sustainable supply chains, we are analysing a
number of new projects in agtech, plastics recycling, CO
2
capture,
sustainable building materials, etc., both in Europe and Asia. The
market is dynamic, driven by economy’s decarbonisation and
regulation, with mission-driven founders or management teams
seizing the opportunity to build businesses targeting at lowering
the environmental footprint of industrial supply chains. We are
seeing a strong fit between our ability to provide patient capital
and the long-term nature of those projects. Our reinvestment in
Biobest to acquire the Brazilian company Biotrop, leading player
in biopesticides and biostimulants in Brazil, and our investment
in GEO, manufacturer of battery electrolytes for electrical vehi-
cles, exemplify what we aim to achieve in that field.
1 Largest investments in terms of representation in the fair value of the portfolio in transparency and following the valuation principles set in point 2.5 of the Notes to the consolidated financial statements. Listed in decreasing order of fair
value at 31 December 2023. The ranking of our Sofina Direct investments does not take into consideration indirect holdings in these entities through certain investments of Sofina Private Funds.
2 Biobest Group regroups Biobest SA and MxBEE, an investment vehicle whose sole asset is a shareholding in Biobest SA. For Biobest Group, the ranking therefore consists of the fair value in transparency of Biobest and MxBEE.
3 The valuation of such investments through Sofina Private Funds is based either on a report at 31 December 2023 or on a report at 30 September 2023.
4 Sofina values its holding in SC China Co-Investment 2016-A on the basis of the market multiples valuation method with an illiquidity discount. Its holding in ByteDance at Sofina Private Funds level is valued on the basis of the latest reports
obtained from the General Partners until mid-March 2024. Additional information on this investment is provided in the section Investments overview.
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Investments in 2023
Our main focus in 2023 was on supporting portfolio companies with both advice and follow-on capital where needed. Biobest is a good example of this approach. We also remained
on the lookout for the right businesses, with valuations that reflect the current investment climate, additive to our portfolio from thematic and sustainability standpoints, for instance
with GEO, Too Good To Go and Mistral AI.
FOLLOW-ON
LONG-TERM MINORITY
BELGIUM
CONSUMER AND
RETAIL
1
NEW DEAL
SOFINA GROWTH
GERMANY
OTHER
1
NEW DEAL & FOLLOW-ON
SOFINA GROWTH
FRANCE
DIGITAL TRANSFORMATION
NEW DEAL
SOFINA GROWTH
DENMARK
CONSUMER AND RETAIL
FOLLOW-ON
SOFINA GROWTH
UNITED KINGDOM
HEALTHCARE AND LIFE
SCIENCES
FOLLOW-ON
SOFINA GROWTH
INDIA
EDUCATION
FOLLOW-ON
SOFINA GROWTH
GERMANY
CONSUMER AND RETAIL
FOLLOW-ON
SOFINA GROWTH
UNITED STATES
HEALTHCARE AND
LIFE SCIENCES
FOLLOW-ON
SOFINA GROWTH
THE NETHERLANDS
CONSUMER AND RETAIL
NEW DEAL
SOFINA GROWTH
CHINA
CONSUMER AND RETAIL
FOLLOW-ON
SOFINA GROWTH
UNITED STATES
HEALTHCARE AND
LIFE SCIENCES
FOLLOW-ON
SOFINA GROWTH
LITHUANIA
CONSUMER AND RETAIL
1 These investments show the recent development in the sector of Sustainable supply chains.
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Divestments in 2023
To seize growth or to realign our dynamic portfolio with market conditions, we look to harvest
investments through partial or full exits, when circumstances, opportunities and valuations are
right. The successful IPO of Honasa Consumer offers an excellent example.
1 Sofina saw part of its indirect stake divested.
PARTIAL EXIT
1
SOFINA GROWTH
CHINA
HEALTHCARE AND
LIFE SCIENCES
PARTIAL EXIT
LONG-TERM
MINORITY
BELGIUM
CONSUMER AND
RETAIL
PARTIAL EXIT
SOFINA GROWTH
INDIA
CONSUMER AND
RETAIL
FULL EXIT
LONG-TERM
MINORITY
FRANCE
HEALTHCARE AND
LIFE SCIENCES
PARTIAL EXIT
1
SOFINA GROWTH
INDIA
CONSUMER AND
RETAIL
PARTIAL EXIT
LONG-TERM
MINORITY
FRANCE
CONSUMER AND
RETAIL
FULL EXIT
SOFINA GROWTH
UNITED KINGDOM
DIGITAL
TRANSFORMATION
PARTIAL EXIT
1
SOFINA GROWTH
INDIA
CONSUMER AND
RETAIL
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Sofina Private Funds
Sofina Private Funds relies on building long-term partnerships with carefully selected General Partners managing mainly venture and growth capital funds.
SPLIT BY STRATEGY
Sofina Private Funds portfolio has always favoured venture cap-
ital and growth equity funds, mostly because of the risk-return
profile of their strategy and their resonance with Sofina’s DNA.
These funds are generally invested in companies where found-
ers are still shareholders and present in management, unlike
acquisition targets where financial investors take control of the
company (“leveraged buyout" or "LBO”). This bias explains the
current exposure of the Sofina Private Funds portfolio to those
strategies
1
.
STRATEGY
AT 31/12/2023
(IN M EUR)
PORTFOLIO
FAIR VALUE
2
RESIDUAL
COMMITMENTS
Venture capital 2,913 70% 769 59%
Growth equity 1,042 25% 465 36%
LBO 228 5% 58 4%
Other strategies 6 0% 8 1%
TOTAL 4,189 100% 1,300 100%
SPLIT BY GEOGRAPHIC REGION
The United States remain the most developed market for ven-
ture capital and growth equity funds, as reflected in Sofina Pri-
vate Funds portfolio with a relatively high exposure to this region
(62% in 2023).
To keep its geographic footprint diversified and capitalise on
high-growth sectors and regions, Sofina Private Funds’ exposure
to Asia has been steady in 2023. Sofina can thus benefit from
the trends identified by its Managers in this region: growth of
the middle class and rapid urbanisation.
The Sofina Private Funds portfolio continued to strengthen in
European venture capital and growth equity funds, thus aligning
with the group’s strategy.
In addition, by focusing on venture capital and growth equity
funds as well as the geographical footprint of its portfolio, Sofina
benefits from global exposure to its sectors of focus: Consumer
and retail, Digital transformation, Education and Healthcare
and life sciences.
GEOGRAPHIC
REGION
AT 31/12/2023
(IN M EUR)
PORTFOLIO
FAIR VALUE
2
RESIDUAL
COMMITMENTS
North America 2,608 62% 786 60%
Western Europe 419 10% 180 14%
Asia 1,162 28% 334 26%
TOTAL 4,189 100% 1,300 100%
CONCENTRATION BY MANAGER
Over the last decade, Sofina Private Funds portfolio concen-
tration has decreased, even though the top 20 Managers still
represent more than 50% of this portfolio. Moreover, while Sofina
rigorously monitors the performance of its Managers, its policy
is to maintain long-term relationships with them.
Currently, the main Managers are Andreessen Horowitz, Atom-
ico, Bain, Battery, DST, General Atlantic, HongShan, Iconiq,
Insight, Lightspeed, NEA, Peak XV, Sequoia, Source Code, Spark,
TA Associates, Thoma Bravo, Thrive, Tiger Global, and Venrock.
PORTFOLIO EVOLUTION
(IN M EUR)
2
2023 2022
Fair value at 1 January
4,302 5,253
Investments (called capital) 291 445
Distributions
3
-274 -788
Other fair value variation -130 -608
Fair value as at 31 December 4,189 4,302
1 Definitions of the different private funds strategies :
Venture capital is composed of investments in high-growth companies supporting entrepreneurial ventures, start-ups and scale-ups. It is divided into different stages, with Seed and Series A usually classified as early-stage (investments to
build the company, launch products and find product-market fit), and Series B and beyond being classified as late-stage (capital to help the company scale).
Growth equity generally refers to investments in middle-market businesses with high organic growth rates, more established business models and often positive cash flow. They have often reached this stage without institutional funding
(i.e. bootstrapped).
Leveraged buyout (LBO) refers to acquisitions of companies at different stages or maturities. Given the control element, buyout funds often make major operational adjustments to these companies to create value.
2 Based on the fair value of the Sofina group's investments at 31 December 2023 (portfolio in transparency).
3 Includes the proceeds from the secondary sale of a portion of non-core investments.
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Top 10 of Sofina Private Funds
1
The 10 largest General Partners of Sofina Private Funds represent
22% of the fair value of the portfolio in transparency.
2
1 SEQUOIA
2 HONGSHAN
3 LIGHTSPEED
4 PEAK XV
5 INSIGHT
6 BATTERY
7 THOMA BRAVO
8 ICONIQ
9 TA ASSOCIATES
10 ANDREESSEN HOROWITZ
Market environment
MARKET OVERVIEW
The year 2023 witnessed a continued deceleration across all
dimensions in the private markets: diminished commitments
to new funds, reduced capital deployment in new investments,
and lower distributions to the invetsors ("Limited Partners").
Combined deal activity reached the lowest levels observed since
2017. Despite a few high-profile venture-backed IPOs in the
third quarter 2023, this failed to kick start a general opening of
IPO markets, and exit opportunities remained subdued in the
fourth quarter.
However, underlying portfolio companies persist in their growth
trajectory, whilst the relentless pace of innovation shows no signs
of abating. Pockets of growth and investor enthusiasm endure,
with generative AI emerging as the most conspicuous focal
point. Furthermore, the trend in venture capital-backed com-
panies towards profitability has continued throughout the year.
BY GEOGRAPHY
In the United States, AI is red-hot as the key companies are
US-based (e.g. Open AI, Anthropic, Metropolis, Databricks). How-
ever, venture capital and growth firms are exposed to the global
venture capital slowdown, and face Limited Partners' pressure
in terms of liquidity. As a result, fundraising slowed, and rollo-
ver funds are increasingly used to provide liquidity to Limited
Partners. For US buyouts, activity has contracted amidst higher
interest rates, but take private acquisitions of listed companies
have reached a peak given low public valuations.
Europe continues to be exposed to geopolitics (e.g. Middle East
volatility and Ukraine war) and macroeconomic uncertainty
(Germany in recession). Despite the ensuing overall reduction
in European venture capital and growth deal activity in 2023, AI
(e.g. Aleph Alpha, Mistral) and Cleantech (e.g. Northvolt) are key
bright points. Furthermore, early stage continues to account
for a growing share of invested capital, showing the enduring
development of entrepreneurship in Europe.
In Asia, the dynamics differ by country. China’s venture capital
investment has dropped to a seven-year low amidst political and
economic uncertainty and lower IPO activity in Hong Kong. India
on the other hand had a strong macro environment, even if ven-
ture capital investors remain cautious given the global context.
SOFINA PRIVATE FUNDS ACTIVITY
Sofina Private Funds’ activity has demonstrated its resilience
amidst the prevailing market slowdown. Thanks to our mature
portfolio and disciplined Managers, capital calls remained largely
in line with distributions, with limited to no cash consumption.
Sofina remains disciplined in its commitment approach, main-
taining a stable pace across vintages and supporting its portfolio
funds’ Managers in a difficult fundraising environment.
1 Largest General Partners in terms of estimated representation of their funds in the fair value of Sofina’s portfolio in transparency. Listed in decreasing order of fair value at 31 December 2023.
2 Since 2023, the list of the 10 largest General Partners of Sofina Private Funds presents Sequoia as three different Managers following the recent split of the Chinese (HongShan) and Indian branches (Peak XV). The 10
largest GPs in 2022 assuming the same scope would have represented 23% of the portfolio in transparency instead of 25% before the split.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
• Financial indicators
• Portfolio indicators
• Sustainability
• Post-closing events
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
36
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536
FUNDS
Portfolio activity in 2023
NEW COMMITMENTS IN SELECTED EXISTING PORTFOLIO MANAGERS NEW MANAGERS ADDED TO OUR PORTFOLIO
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
• Financial indicators
• Portfolio indicators
• Sustainability
• Post-closing events
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
37
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SUSTAINABILITY
1
Responsible investor
In accordance with our Responsible investment policy, we assess our investment opportunities
against our ESG framework and target investments in companies that have a positive impact
on sustainability. We further discuss sustainability roadmaps within selected portfolio com
-
panies within Sofina Direct and share our knowledge and insights on sustainability matters
through our presence at the boards of our portfolio companies and during our interactions
with management.
Our operations
We tackle sustainability in our operations with a shared focus on the environmental, social and
governance aspects. We strive to reduce our environmental footprint, we actively promote diver-
sity, equity, and inclusion in the workplace as well as the well-being and personal development
of our employees. We further apply the best governance practices and maintain high standards
of compliance, ethics and integrity.
8
PORTFOLIO COMPANIES
HAVING SCIENCE
BASED TARGETS
50%
OF SOFINA DIRECT
WITH A SUSTAINABILITY
ROADMAP
10.84
tCO
2
e
EMISSIONS OF SOFINA’S
OPERATIONS PER FTE
100%
ATTENDANCE TO THE
ANNUAL COMPLIANCE
TRAINING
24
MANAGERS IN SOFINA
PRIVATE FUNDS HAVING
AN ESG POLICY
33
PORTFOLIO
COMPANIES IN
WHICH WE HAVE
A BOARD SEAT
47%
WOMEN
53%
MEN
WORKFORCE
16
NATIONALITIES
1 Data at 31 December 2023.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
• Financial indicators
• Portfolio indicators
• Sustainability
• Post-closing events
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
38
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100%
INVESTMENT
OPPORTUNITIES IN SOFINA
DIRECT HAVE BEEN
ASSESSED IN ACCORDANCE
WITH THE ESG FRAMEWORK
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POST-CLOSING EVENTS
Since the start of 2024, we have continued investing and divesting. Worth highlighting the investment in EG A/S, alongside longtime partner and software investment specialist Francisco Part-
ners. Sofina led the EUR 400 million fundraising with LGT. EG is a market leading supplier of industry-specific software based in Denmark. It is our largest software investment so far and our
first significant commitment in the Nordics. We sold the balance of our shares in Colruyt, a company where our first investment dates back to 1976. It has been a source of pride, and economic
success, to be part of Colruyt's growth story from upstart, to challenger, to the leading food retailer in Belgium.
Investments Divestments
NEW DEAL
LONG-TERM MINORITY
DENMARK
DIGITAL
TRANSFORMATION
EG A/S is a market leading vendor of
industry-specific software in the Nor-
dics in which Sofina took a minority
stake as part of a capital increase and
a secondary transaction that closed in
February 2024.
FOLLOW-ON
SOFINA GROWTH
UNITED STATES
HEALTHCARE
AND LIFE SCIENCES
Sofina further increased its sharehold-
ing in Vizgen, a company that devel-
ops technologies to better understand
diseases and develop novel therapies,
by participating in the Series D round,
which closed in February 2024.
FOLLOW-ON
SOFINA GROWTH
INDIA
HEALTHCARE
AND LIFE SCIENCES
Sofina participated in a secondary
transaction that has been signed in
February 2024.
PARTIAL EXIT
LONG-TERM MINORITY
FRANCE
OTHER
In February 2024, Sofina sold part of its
stake in GL events, a key player in major
events markets. Sofina retains 7.9% of
the company’s share capital.
FULL EXIT
LONG-TERM MINORITY
BELGIUM
CONSUMER AND RETAIL
Sofina completed the sale of its remain-
ing stake in Colruyt in January 2024 .
PARTIAL EXIT
LONG-TERM MINORITY
BELGIUM
OTHER
In February 2024, Sofina participated
in the public tender offer initiated by
Sibelco and sold part of its stake, retain-
ing 0.3% in the capital of the company .
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
• Financial indicators
• Portfolio indicators
• Sustainability
• Post-closing events
Investments overview
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
39
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Investments overview
Our total portfolio across sectors, stages and
geographies highlights our diversity. These
operating companies and private funds
forming our portfolio are the showcase of
entrepreneurship in action.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
40
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ANNUAL REPORT 2023
40
SOFINA
SOFINA DIRECT
Sofina Direct
–
Long-term minority investments
1
1 Companies in which Sofina holds, directly or indirectly, a participating interest whose fair value exceeds EUR 10 million, or which are of strategic interest, are subject to a notice. The classification of the notices follows the chronological
order of the date of the initial investment made by Sofina (from the most recent to the oldest). The country of the main or historical headquarters of each investment is indicated in the respective notice. The sector of focus in which each
investment is classified is also mentioned in the notice.
* Sofina is represented in the decision-making bodies of the company.
** This investment shows the recent development in the sector of Sustainable supply chains.
CONSUMER AND RETAIL **
• Belgium
• 2022
• www.biobestgroup.com
Biobest
* is a global leader
in biological crop protection,
nutrition and natural pollination.
DIGITAL TRANSFORMATION
• Belgium
• 2020
• www.collibra.com
Collibra
*, “the” data intelligence
company, helps organisations
to unlock the value of their
data and turn it into a strategic,
competitive asset.
DIGITAL TRANSFORMATION
• Spain
• 2020
• www.saltosystems.com
SALTO Systems
* is a global
leader in the development
and production of leading-
edge electronic access control
solutions, particularly in sectors
where security is critical.
CONSUMER AND RETAIL
• France
• 2019
• www.nuxe.com
In 30 years, pioneering French
brand NUXE
* became the
reference player in natural
cosmetology in France.
CONSUMER AND RETAIL
• Belgium
• 2019
• www.drylocktechnologies.com
Drylock Technologies
* is
a Belgian family company
manufacturing personal hygiene
products.
EDUCATION
• United Kingdom
• 2019
• www.cognita.com
Cognita
* is a global K-12 schools
platform (from kindergarten to
high school).
SOFINA ANNUAL REPORT 2023
41
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
OTHER
• United States
• 2018
• www.cambridgeassociates.com
Cambridge Associates
* is an
investment firm helping its
clients build custom portfolios.
OTHER
• United States
• 2016
• www.firsteagle.com
First Eagle Investments ° acts
as an independent investment
management firm, providing
investment advisory services.
CONSUMER AND RETAIL
• France
• 2016
• www.veepee.fr
Veepee
* is the European
leader in online event sales
and the expert in clearance
sales for major brands.
CONSUMER AND RETAIL
• United Kingdom
• 2016
• www.thg.com
THG
*
∆
is an international
technology company focused on
digital retail in the beauty and
wellbeing sectors.
EDUCATION
• India
• 2016
•
www.byjus.com
Byju’s
°
is a provider of online
educational content and an
operator of tuition and test
preparation centres.
OTHER
• United States
• 2014
• www.merieuxnutrisciences.com
Mérieux NutriSciences
*
°
offers
analysis and support services for
the development of new products
with the aim of preventing health
risks related to food.
* Sofina is represented in the decision-making bodies of the company.
° Sofina has an observer seat in the decision-making bodies of the company.
∆ Listed company.
SOFINA ANNUAL REPORT 2023
42
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
* Sofina is represented in the decision-making bodies of the company.
∆ Listed company.
HEALTHCARE AND LIFE SCIENCES
• France
• 2009
• www.biomerieux.com
bioMérieux
*
∆
is a
global leader in in vitro
diagnostics providing
diagnostics solutions that
improve patient health and
ensure consumer safety.
OTHER
• France
• 2007
• www.petitforestier.com
Groupe Petit Forestier
* is the
European leader in refrigeration
rental, including vehicles, display
units and containers.
CONSUMER AND RETAIL
• France
• 2007
• www.chapoutier.com
Chapoutier
* is one of the leading
wine producers in the Rhône
Valley with presence in other
regions. The Maison Chapoutier is
a leader in biodynamic viticulture.
OTHER
• Luxembourg
• 1992
• www.luxempart.lu
Luxempart
*
∆
is an investment
company listed on the
Luxembourg Stock Exchange
managing a portfolio of listed
and non-listed holdings.
OTHER
• France
• 2012
• www.gl-events.com
GL events
*
∆
is a key player in the three
major events markets: congresses
and conventions; cultural, sporting,
institutional or political events; trade
shows and exhibitions.
SOFINA ANNUAL REPORT 2023
43
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
Whatever the sector in which we invest, our approach is to leverage our privileged access to future-proof businesses, in alignment with our partners, and seek
long-term performance and positive societal impact. Two examples from our portfolio bring this to life.
Biobest is one of the leading biological crop protection and nutrition
players globally. We accessed to the investment opportunity through our
network of prominent European family investment holdings, also facilitated
by the presence of our longstanding partner Merieux Equity Partners as
a shareholder. Within the global crop protection and nutrition market,
the fast-growing biological segment has been taking market share from
chemical intrants, driven by long-term secular tailwinds: consumer and
retail demand for organic, zero-residue food; increased regulation; product
innovation enlarging use-cases for biologicals, notably in open-field appli-
cations; and growing pest resistance. Biobest, active on five continents in
macrobial and microbial solutions, differentiates from competition through
its local network of technical advisors, decentralised production footprint
and wide product portfolio. We share with Floridienne, Biobest's controlling
shareholder, the vision of creating the leader in biological crop protection
and nutrition, building it through organic growth as well as acquisitions, as
the recent integration of the Brazilian company Biotrop illustrates.
Cambridge Associates is a global investment firm building customised
investment portfolios to help clients maximise their impact on the world.
After working with the alternative investment practice of Cambridge Asso-
ciates for years, a close relationship with the leadership team presented an
opportunity to become a well-aligned long-term shareholder. The outstand
-
ing brand and gatekeeper status in the fast-growing alternative investment
segment, offer a unique opportunity to capitalise on the outsourcing trend
in asset management, with impressive returns for all. A shared focus on
organic growth, the appointment of an independent chair and the transi-
tion towards more institutionalised profile, allowed to deliver on objectives,
increase dividend-returns and maintain sustainable growth.
SOFINA ANNUAL REPORT 2023
44
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
OTHER **
• Germany
• 2023
• www.geosi.com
Green E Origin (GEO)
*
is a European
company active in electrolyte
manufacturing aiming to serve the
local Li-ion battery market for, among
others, electric vehicles.
CONSUMER AND RETAIL
• China
• 2023
• www.laifentech.com
Laifen
*
is a leading personal
care appliance brand in China.
DIGITAL TRANSFORMATION
• France
• 2023
• www.mistral.ai
Mistral AI is a European start-up
with a global focus specialising
in generative artificial
intelligence.
CONSUMER AND RETAIL
• Denmark
• 2023
• www.toogoodtogo.com
Too Good To Go is a leading
marketplace enabling retailers
to sell discounted surplus food to
consumers across 17 countries.
CONSUMER AND RETAIL
• Germany
• 2022
• www.everdrop.de
Everdrop
* is a purpose-driven,
eco-friendly household product
and personal care brand
enabling people to live a more
sustainable lifestyle.
CONSUMER AND RETAIL
• Czech Republic
• 2022
• www.rohlik.group
Rohlik
* is a leading online
grocery business with the vision
to elevate food quality and
service standards in the grocery
industry.
Sofina Direct
–
Sofina Growth
1
1 Companies in which Sofina holds, directly or indirectly, a participating interest whose fair value exceeds EUR 10 million, or which are of strategic interest, are subject to a notice. The classification of the notices follows the chronological
order of the date of the initial investment made by Sofina (from the most recent to the oldest). The country of the main or historical headquarters of each investment is indicated in the respective notice. The sector of focus in which each
investment is classified is also mentioned in the notice.
* Sofina is represented in the decision-making bodies of the company.
** This investment shows the recent development in the sector of Sustainable supply chains.
SOFINA ANNUAL REPORT 2023
45
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
* Sofina is represented in the decision-making bodies of the company.
° Sofina has an observer seat in the decision-making bodies of the company.
HEALTHCARE AND
LIFE SCIENCES
• United Kingdom
• 2022
• www.birdie.care
Birdie
* is a home healthcare
technology company that aims
to reinvent care at home and
radically improve the lives of
millions of older adults.
EDUCATION
• Germany
• 2022
• www.coachhub.com
CoachHub
*
° is a B2B online
platform designed to provide
personalised business coaching
globally for large enterprises and
mid-market companies.
EDUCATION
• India
• 2022
• www.skillmaticsworld.com
Skillmatics
* is a global brand
dedicated to developing learning
and play experiences for children
of all ages.
HEALTHCARE AND
LIFE SCIENCES
• United States
• 2022
• www.vizgen.com
Vizgen
° is a life science
company that develops
technologies able to map
spatial genomic information
at single-cell resolution to
better understand diseases and
develop novel therapies.
DIGITAL
TRANSFORMATION
• United Kingdom
• 2022
• www.meetcleo.com
Cleo
* is an AI solution aiming at
improving the financial health of
its users at a global level.
EDUCATION
• Denmark
• 2022
• www.labster.com
Labster
° is the world’s leading
platform for virtual labs and
science simulations.
SOFINA ANNUAL REPORT 2023
46
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
* Sofina is represented in the decision-making bodies of the company.
° Sofina has an observer seat in the decision-making bodies of the company.
DIGITAL TRANSFORMATION
• Spain
• 2022
• www.typeform.com
Typeform
* is a form builder
designed for the creators and
the respondents.
HEALTHCARE AND
LIFE SCIENCES
• China
• 2021
• www.zencorebio.com
Zencore Biologics
° is a biologics
contract development and
manufacturing organisation supporting
the development and manufacturing
of drugs from the pre-clinical stage to
commercial-stage manufacturing.
CONSUMER AND RETAIL
• China
• 2021
• www.moodylenses.com
Moody
° is a leading coloured
contact lenses brand in China.
CONSUMER AND RETAIL
• India
• 2021
• www.agrevolution.in
DeHaat
*
° is an agtech player
offering end-to-end solutions
and services to the farming
community in India.
CONSUMER AND RETAIL
• Germany
• 2021
• www.sellerx.com
SellerX
* is building a portfolio
of next generation brands that
touch people’s everyday lives.
HEALTHCARE AND
LIFE SCIENCES
• Switzerland
• 2021
• www.oviva.com
Oviva
° offers personalised, app-
based diet and lifestyle coaching
to help its users lead healthier
and happier lives.
SOFINA ANNUAL REPORT 2023
47
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
* Sofina is represented in the decision-making bodies of the company.
° Sofina has an observer seat in the decision-making bodies of the company.
∆ Listed company.
CONSUMER AND RETAIL
• China
• 2021
• www.petkit.com
PETKIT
* is a fast-growing pet
care company in China.
HEALTHCARE AND
LIFE SCIENCES
• United States
• 2021
• www.twinhealth.com
Twin Health
° is the developer and
provider of the AI-powered Whole
Body Digital Twin™ which provides
individualised nutrition, sleep, activity and
breathing guidance for the reversal and
prevention of chronic metabolic diseases.
CONSUMER AND RETAIL
• The Netherlands
• 2021
• www.ridedott.com
Dott
* is a micromobility
company operating a fleet of
shared e-scooters and e-bikes.
HEALTHCARE AND
LIFE SCIENCES
• China
• 2021
• www.reetoo.com.cn
ReeToo is an innovative China-
based in vitro diagnostics
company.
CONSUMER AND RETAIL
• India
• 2021
• www.mamaearth.com.np
Honasa Consumer
∆
is a digital-
first house of brands focused
on beauty and personal care
in India. Its portfolio of brands
comprises Mamaearth, The
Derma Co. and Aqualogica.
DIGITAL TRANSFORMATION
• India
• 2021
• www.cred.club
CRED is a leading Indian fintech
platform.
SOFINA ANNUAL REPORT 2023
48
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
* Sofina is represented in the decision-making bodies of the company.
° Sofina has an observer seat in the decision-making bodies of the company.
EDUCATION
• India
• 2020
• www.k12technoservices.com
K12 Techno Services
° is an
educational services platform
which provides a suite of services
including academic support,
administration, and technology
solutions.
CONSUMER AND RETAIL
• Lithuania
• 2019
• www.vinted.com
Vinted is Europe’s largest online
international C2C marketplace
dedicated to second-hand
fashion.
CONSUMER AND RETAIL
• India
• 2019
• www.lenskart.com
Lenskart is a leading eyewear
manufacturer and retailer in
Asia.
DIGITAL TRANSFORMATION
• India
• 2019
• www.verse.in
VerSe Innovation
* is a
technology platform that
delivers personalised content to
users based on their preferences.
DIGITAL TRANSFORMATION
• United Kingdom
• 2018
• www.graphcore.ai
Graphcore
° designs
microprocessors for artificial
intelligence applications.
CONSUMER AND RETAIL
• Indonesia
• 2020
• www.kopikenangan.com
Kopi Kenangan is a fast-growing
Indonesian grab-and-go
coffee chain which offers fresh
affordable coffee to consumers.
SOFINA ANNUAL REPORT 2023
49
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
° Sofina has an observer seat in the decision-making bodies of the company.
∆ Listed company.
CONSUMER AND RETAIL
• India
• 2018
• www.bira91.com
Bira 91
° is an Indian beer brand.
HEALTHCARE AND
LIFE SCIENCES
• United States
• 2018
• www.includedhealth.com
Included Health is a diversified
healthcare platform which
partners with employers across
the US to provide care to
employees and their families.
HEALTHCARE AND
LIFE SCIENCES
• India
• 2017
• www.research.medgenome.com
MedGenome
° is a genomic-
driven diagnostics and research
company.
DIGITAL TRANSFORMATION
• United States
• 2017
• www.thoughtspot.com
ThoughtSpot is a modern
analytics cloud company.
HEALTHCARE AND
LIFE SCIENCES
• China
• 2018
• www.aohua.com
Aohua
∆
is one of the
leading Chinese endoscopy
equipment and consumables
manufacturers.
CONSUMER AND RETAIL
• China
• 2018
• www.censh.com
Xinyu is the largest watch
retailer and wholesaler in China.
SOFINA ANNUAL REPORT 2023
50
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
° Sofina has an observer seat in the decision-making bodies of the company.
∆ Listed company.
CONSUMER AND RETAIL
• India
• 2016
• www.wforwoman.com
TCNS Clothing Company
∆
is
a leading women’s apparel
company in India.
DIGITAL TRANSFORMATION
• India
• 2016
• www.actcorp.in
ACT is a broadband internet and
cable TV provider in India.
DIGITAL TRANSFORMATION
• China
• 2016
• www.bytedance.com
ByteDance is a global internet
and technology company with
leading products in areas such
as social networking, content
distribution, enterprise software
and gaming.
Source of the picture used in this notice : ByteDance
DIGITAL TRANSFORMATION
• India
• 2015
• www.pinelabs.com
Pine Labs
° is a provider of
innovative IT solutions for the
payments ecosystem.
HEALTHCARE AND
LIFE SCIENCES
• China
• 2016
• www.jiahui.com
Carebridge
° is an integrated
healthcare services network
which differentiated itself by
the quality of its services and its
impact in clinical care, clinical
research, and professional
training.
HEALTHCARE AND
LIFE SCIENCES
• Germany
• 2016
• www.opseo-intensivpflege.de
opseo Intensivpflege is
a company active in the
ambulatory healthcare sector.
SOFINA ANNUAL REPORT 2023
51
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
° Sofina has an observer seat in the decision-making bodies of the company.
∆ Listed company.
DIGITAL TRANSFORMATION
• Nigeria
• 2014
• www.ihstowers.com
IHS Towers
∆
is an owner,
manager and independent
operator of shared
telecommunications
infrastructure.
CONSUMER AND RETAIL
• India
• 2015
• www.paperboatfoods.com
Hector Beverages
° is a producer
of traditional Indian beverages
and foods.
CONSUMER AND RETAIL
• United States
• 2015
• www.1stdibs.com
1stdibs
∆
operates an online
marketplace for luxury items.
SOFINA ANNUAL REPORT 2023
52
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
Our "growth" investments in young and promising companies typically start with smaller cheques, but can offer high growth, in sectors with global appeal.
1. ByteDance represents more than 5% of the fair value of the portfolio in transparency as at 31 December 2023 (when taking into account our combined holdings through Sofina Direct and Sofina Private Funds).
Founded in 2012 and headquartered in Beijing, ByteDance
1
is a global internet
and technology company active in more than 150 countries. The company
offers a portfolio of leading consumer apps including Douyin (short video
platform in China), Toutiao (news aggregator and content discovery platform
in China), Xigua Video (live streaming and video sharing platform in China),
Lark (global digital collaboration product), and TikTok (short video platform
outside of China). Initially focused on the Chinese market, its international
expansion was accelerated from 2018 after merging its nascent product
TikTok with Musical.ly (acquired in 2017). ByteDance currently also operates
a diverse set of products across a number of business units in areas such as
enterprise software and cloud services.
Driven by the success of Douyin and TikTok, ByteDance has grown at a rapid
pace in recent years. According to public sources, 2022 and H1 2023 revenue
reached USD 85 billion and USD 54 billion respectively. At the same time, the
company’s revenue base has diversified away from its traditional stronghold
in digital advertising to e-commerce, live streaming and other new initiatives.
Although ByteDance continues to enjoy attractive prospects, it also faces the
impact of global macroeconomic conditions which have slowed the recent
growth of other internet players.
Today, ByteDance operates globally with a growing international presence
while China remains its largest market. It also continues to navigate the
complex regulatory landscape in major markets including the United States
and China.
Honasa Consumer is a digital-first house of brands focused
on beauty and personal care in India which portfolio of brands
comprises Mamaearth, The Derma Co. and Aqualogica. We first
invested in the company through our close partnership with
Peak XV (previously Sequoia India), leveraging our track-record
in beauty and personal care and hygiene sectors. As a pur-
pose-driven company offering natural and environmentally
friendly products through a very accessible omnichannel distri-
bution, we found a shared vision with the founders to develop
brands that care for people and the earth. The fast-scaling
growth, and outstanding financial performance, led then to
become the youngest company to successfully IPO in India,
generating excellent internal returns for us, and value for all
stakeholders.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
53
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SOFINA PRIVATE FUNDS
Investments in venture and growth capital funds
FOR OVER FOUR DECADES, BATTERY
HAS SUPPORTED VISIONARY
ENTREPRENEURS AND MANAGEMENT
STEERING FAST-GROWING
TECHNOLOGY FIRMS WITH THE
AMBITION TO ACHIEVE LEADERSHIP
STATUS IN THEIR RESPECTIVE
CATEGORIES. SOFINA IS A PARTNER
WITH WHOM WE SHARE COMMON
VALUES AND STRONG ALIGNMENT.
THROUGHOUT THE YEARS, WE HAVE
VALUED THE QUALITY, RELIABILITY,
AND PROFOUND ENGAGEMENT IN
OUR EXCHANGES WITH SOFINA.
WE LOOK FORWARD TO FURTHER
STRENGTHENING OUR PARTNERSHIP
IN THE YEARS TO COME.
Dharmesh Thakker,
General Partner, Battery Ventures
Selected General Partners based in the United States or with global footprint
SOFINA ANNUAL REPORT 2023
54
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
Selected General Partners
based in Asia
KEDAARA'S VISION IS TO BE AN
UNMATCHED INVESTOR PARTNER,
FOSTERING SUSTAINABLE MARKET-
LEADING ENTERPRISES AND
CONSISTENTLY CREATING VALUE
FOR ALL STAKEHOLDERS. SOFINA
HAS BEEN AN ESSENTIAL PART OF
THIS JOURNEY FROM THE START.
IN ADDITION TO BEING AN INVESTOR
IN EVERY KEDAARA FUND, THEY ARE
NOW COLLABORATING DIRECTLY
IN OUR DEALS LIKE LENSKART,
WHERE SOFINA HAS NOT ONLY CO-
INVESTED BUT PROVIDED VALUABLE
INSIGHTS AND BENCHMARKS FROM
MORE DEVELOPED MARKETS.
OUR RELATIONSHIP WITH SOFINA
HAS EVOLVED SIGNIFICANTLY
OVER THE YEARS, AND WE ARE
COMMITTED TO STRENGTHENING
IT FURTHER. RECOGNISING THE
POTENTIAL THAT SOFINA BRINGS
TO THE TABLE, WE LOOK FORWARD
TO MANY MORE YEARS OF SHARED
SUCCESS. “THANK YOU, SOFINA,
FOR BEING NOT JUST A PARTNER
BUT A VITAL AND INDISPENSABLE
PART OF OUR JOURNEY."
Manish Kejriwal, Founder and
Managing Partner, Kedaara Capital
Selected General Partners
based in Europe
SOFINA ANNUAL REPORT 2023
55
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
• Sofina Direct
• Sofina Private Funds
Societal commitment
Corporate governance
Accounts and notes
Glossary
Responsible person
Download as PDF to print out
Societal commitment
Sofina invests and operates within a societal
context. We strive to reduce our environmental
footprint, care for our employees, and are
actively involved in our communities.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
• ESG
• Our team in the community
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
56
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56
ANNUAL REPORT 2023SOFINA
ESG
Environment
We understand that climate change and environmental degradation are causing a range of negative impacts on society and the economy. At Sofina, we attach great importance to reducing
our negative impact on the environment as a company and at the level of our portfolio companies.
1 Science-based targets provide companies with a clearly-defined path to reduce emissions in line with the Paris Agreement goals. More than 4,000 businesses around the world are already working with the SBTi.
2 Emissions from our refrigerant losses were added for 2023.
3 A location-based method reflects the average emissions intensity of grids on which energy consumption occurs (using mostly grid-average emission factor data).
4 A market-based method reflects emissions from electricity that companies have purposefully chosen (or their lack of choice). It derives emission factors from contractual instruments, which include any type of contract between two parties
for the sale and purchase of energy bundled with attributes about the energy generation, or for unbundled attribute claims.
5 The GHG emissions relating to 2022 was corrected after the publication of the Annual report 2022.
6 This comprises the following elements:
- scope 1: direct GHG emissions from heating (natural gas), company cars and refrigerants,
- scope 2: indirect GHG emissions related to electricity consumption,
- scope 3: indirect GHG emissions related to upstream emissions from scopes 1 and 2, business travel (air, rail and car), IT services and equipment, paper and waste.
Portfolio companies are excluded.
7 The emissions per FTE were corrected as a result of the review of the GHG emissions relating to 2022. For the purposes of this exercise, the notion FTE also includes the CEO.
Reducing our environmental
impact as a Responsible investor
As a Responsible investor, we aim to reduce the environmen-
tal footprint of our portfolio companies, through discussing
their sustainability roadmaps with them and monitoring and
encouraging them to develop greenhouse gas ("GHG") emis-
sions reduction targets in line with the goals of the Paris Agree-
ment. We refer to the Sustainability part of the Strategy section
for further information of Sofina’s approach as a Responsible
investor.
Reducing our environmental
impact in our operations
We raise awareness of our employees on environmental
issues such as climate change and waste management within
the workplace through workshops and knowledge sharing,
encourage soft mobility, use of electric cars and the reduction
of business travel. We expect our people to be mindful of our
environmental impact and take their share to contribute to
reducing our environmental footprint.
ENVIRONMENTAL POLICY
We have adopted an environmental policy for our operations to:
• reduce electricity and gas consumption in our operations,
using green electricity and purchasing green tariffs in our
operations where available;
• ensure the renovation works of our buildings is undertaken
in a sustainable manner and with the aim to improve
energy efficiency;
• reduce our GHG emissions from business travels and
commute through our travel and mobility policy by
encouraging videoconferencing, travel by train for short
business trips and promoting greener mobility solutions to our
employees by favouring electric cars and mobility passports.
We also purchase carbon credits to offset our remaining GHG
emissions and are looking at alternatives such as carbon capture.
PROGRESS TOWARDS FURTHER REDUCING OUR
ENVIRONMENTAL IMPACT IN OUR OPERATIONS
We perform a review of the GHG emissions footprint of our operations
(scope 1 and 2, and selected categories of scope 3) on an annual basis
and use this data to track progress and implement actions to further
reduce our emissions. In 2023, we further stepped up our ambitions,
capabilities and plans to make substantial progress towards reducing
our environmental footprint. We hired a full-time ESG Associate to
work amongst other things on the development of a carbon strategy
at group level, which helped us understanding the main sources of
our emissions and the level of ambition needed for our operational
targets to be in line with a 1.5°C scenario. This exercise prompted us
to evaluate our readiness to commit to the Science Based Targets
initiative
1
(SBTi) and review of our travel and mobility policy.
OUR GHG EMISSIONS
2023 2022
Gross scope 1 GHG emissions
216 tCO
2
e
2
191 tCO
2
e
Gross location-based scope 2
GHG emissions
3
55 tCO
2
e 67 tCO
2
e
Gross market-based GHG scope 2
GHG emissions
4
19 tCO
2
e 13 tCO
2
e
Total energy consumption from
fossil sources
930 MWh 972 MWh
% of renewable energy sources
used in buildings
88.40% 94.17%
Gross scope 3 GHG emissions
(excl. portfolio)
838 tCO
2
e 619 tCO
2
e
Gross scope 3 GHG emissions
(business travel)
681 tCO
2
e 485 tCO
2
e
5
Percentage of GHG scope 3
calculated using primary data
99.94% 99.62%
GHG emissions (scope 1, 2 & travel)
per FTE
6
10.84 tCO
2
e 8.71 tCO
2
e
7
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
• ESG
• Our team in the community
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
57
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Social
Human relationships are central to Sofina’s mission and our employees are key to the organisation. Sofina’s preferred access to attractive investment opportunities also relies considerably on
our diverse teams representing the world in which we invest, key people and their business relationships. Our human approach and extensive business network is therefore at the core of our
track record and success. As such, it is important for Sofina to ensure we are able to attract and retain qualified and diversified talents.
Acting on social matters as
a Responsible investor
As a Responsible investor, we are committed to enhancing social
impact within our portfolio companies. We engage with our
portfolio companies on these topics and monitor the progress
made, through our presence at board meetings, involvement
with management as well as in the framework of the sustain-
ability roadmaps. For example, we encourage some portfolio
companies to adopt a diversity policy, to provide us with their
gender pay gap analysis, to adopt more inclusive and fairer prac-
tices, through the implementation of policies and assessment
of their ratio of full time employees versus contractor workers.
By fostering diversity and inclusion, promoting well-being in the
workplace, and supporting community well-being, we contrib-
ute to a more equitable business environment.
Social matters in our operations
OUR PEOPLE
At Sofina, we have 87 headcounts spread over our three offices.
Employees have an employment relationship with the respec-
tive local subsidiaries of Sofina (Sofina SA in Belgium, Sofina
Partners SA and Sofina Capital SA in Luxembourg, and Sofina
Asia Private Ltd. in Singapore).
2023 2022
# of employees (headcount) 87 79
Employee turnover (by FTE
but excluding retirements)
6% 8%
GROWTH MINDSET AND PERSONAL
DEVELOPMENT
Sofina employs agile and motivated people who are eager to
learn and to evolve. We hold regular check-ins with our employ-
ees to understand their development needs, career aspirations
and provide constructive feedback.
In 2023, we offered the opportunity to our employees to follow
a wide range of trainings and organised an ESG training for
the leadership and investment teams. The primary goal was to
reinforce our ESG mindset, as well as the team's awareness and
preparedness for our future ESG commitments. The programme
ranged from a legal perspective, such as understanding the
impact of Corporate Sustainability Reporting Directive ("CSRD")
on Sofina and its portfolio companies, to a broader perspective
such as upskilling our ESG analytical knowledge from an inves-
tor’s and board member’s point of view. Through the training,
we explored the concept of double materiality in depth, and
got a better understanding on how to develop a sustainable
mindset and leadership capabilities (including diversity, equity,
and inclusion).
Going forward, we will continue investing in various training
programs and individual coaching sessions for our people.
A DIVERSE WORKING ENVIRONMENT
Our approach
Diversity and inclusion are part of Sofina’s DNA and relies on its
One Team approach. Sofina recognises the positive correlation
between a team’s performance and a diverse and inclusive work-
force. Diversity and inclusion boost an organisation’s talent pool,
drive innovation, enable different views and opinions and stim-
ulate creative decision-making. Guided by its Code of Conduct,
Sofina has an inclusive workplace free from discrimination and
welcomes everyone regardless of their origin, race, sexual orien-
tation, gender, ethnicity, educational and cultural background
and professional experience. We believe that diversity and inclu-
sion go hand in hand and must be integrated at an early stage
within our people’s career journey. A dedicated diversity and
inclusion ("D&I") taskforce was launched in 2020 to boost diver-
sity and inclusion across our offices while ensuring alignment
with core values and business strategy and took many initiatives
in 2023 including incorporating D&I in the onboarding process,
ensuring a diverse talent pool in our selection and recruitment
process, improving interview techniques of recruitment teams,
as well as embedding D&I principles in the performance man-
agement cycle.
Nationality diversity
We employ people of 16 different nationalities in three offices.
This diversity is mirrored at different levels of the organisation, as
well as in the composition of the Board of Directors who includes
8 different nationalities.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
• ESG
• Our team in the community
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
58
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Gender diversity
Our Board of Directors is comprised of six women and seven
men. We therefore comply with Article 7:86 of the Belgian Com-
panies and Associations Code which provides that at least one
third of the members of the Board of Directors must be of the
opposite gender.
At the level of its Executive Committee, this diversity is reflected
in the appointment of a woman in 2021 and the introduction of
the Switch stock option plans described in the Remuneration
report. These plans ensure a dynamic rotation among the mem-
bers of the Executive Committee (also considering the fact that
the term of office of the members of the Executive Committee
benefiting from the Switch stock option plans is fixed).
We further adopt a retention, recruitment and promotion policy
that aims to gradually generate more diversity, including gender
diversity. As a result of this policy, 47% of our employees are
female.
2023 2022
% of women at the Executive
Committee (by headcount)
13% 13%
% of women among the
employees (by headcount)
47% 47%
Age diversity
We appreciate the variety of perspectives and experiences that
an age-diverse workplace brings. Having different generations
at the table can also ensure the constant transfer of industry
wisdom and experience as well as fresh perspectives and tech-
nological expertise, which is key in a rapidly changing world. We
aim to continuously improve this dimension of diversity across
different seniority levels.
2023 2022
% of employees (headcount)
under 30 years old
20% 23%
% of employees (headcount)
between 30 and 50 years old
57% 54%
% of employees (headcount)
over 50 years old
23% 23%
FULFILLING WORKPLACE AND FAVOURABLE
WORKING ENVIRONMENT
Well-being and team-building at work
At Sofina, we encourage our employees to take initiatives for
well-being and team building. In 2023, we completed renovation
works to enhance comfort and modernise our spaces, aiming to
create even more pleasant and brighter offices.
Throughout the year, we remained committed to encouraging
employees to participate in civic and volunteering initiatives.
During our well-being week this year, stress management took
the spotlight. We organised an art therapy workshop, a digital
detox session, offered seated massages, and arranged activities
like a forest walk coupled with a litter clean-up. Additionally,
we hosted themed picnics, showcasing projects, celebrating
humanitarian efforts, promoting workplace well-being and
ergonomic practices, supporting anti-racism initiatives, foster-
ing diversity and inclusion, contributing to medical research,
advocating for cancer awareness, and simply nurturing informal
colleague interactions to forge lasting memories and build a
robust team spirit. We also continued our annual blood drive,
collecting no less than 15 litres. Regular sporting events were
also organised across our various offices
Work-life balance
We strive for balanced lives, promote autonomy and adopt a flex-
ible working organisation. Employees have flexible work sched-
ules and can choose to work from home up to two days a week.
Healthcare insurance
Our people benefit from extensive healthcare coverage, both
for hospitalisation and for outpatient care.
Affected communities
Our business activities as such do not negatively affect the
communities in which we operate. We take actions to have a
positive impact on communities through many volunteering
initiatives and donations to charities. More information on this
can be found in Our team in the community section of this
Annual report.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
• ESG
• Our team in the community
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
59
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Governance
Applying the best governance practices and maintaining high standards of compliance, ethics and integrity is important for Sofina as a company and as a Responsible investor. It allows us to
ensure our activities are conducted in an ethical and transparent manner, to build trust with our stakeholders and to increase accountability within the organisation. Compliance with ethical
standards and good governance practices can enhance our brand and reputation as well as the brand and reputation of our portfolio companies. It will also help us to attract investors and
talents. In addition, compliance with applicable laws and regulations is embedded in our DNA.
ESG governance
As further described in the Corporate governance statement, all
decision-making bodies are entrusted with ESG matters, each
at their level of competence. As such, the Board of Directors
approves Sofina’s sustainability strategy and monitors its effec-
tive implementation. The ESG Committee makes recommen-
dations to the Board on sustainability matters, monitors the ESG
performance of Sofina’s operations and portfolio and discusses
Sofina’s approach towards ESG reporting. At management level,
the Executive Committee ensured sustainability matters were
reflected in the decision-making process and in our operations.
In addition, an ESG Core team, led by a member of the Executive
Committee monitored the ESG initiatives, the implementa-
tion of the ESG frameworks and brought ESG expertise to the
teams. As indicated in the Corporate governance statement,
the Executive Committee has been dissolved as of 16 January
2024 and has been replaced by an Investment Table, a Portfolio
Table and an Operations Table under the supervision of the
Leadership Council. This new internal organisation will allow the
respective bodies to be closely involved on ESG matters within
their respective competences. For example, the Investment
Table shall closely review the ESG due diligence performed by
the teams as well as how the target company contributes to
societal challenges or commits to improve on environmental
and social matters while the Portfolio Table will follow up on the
sustainability roadmaps and monitor the ESG performance and
decarbonisation of the portfolio. The Operations Table will focus
on ESG operational matters.
Corporate culture and
business conduct policies
We conduct our activities in accordance with our core values
and comply with ethical rules, applicable laws and regulations.
To this end, we have adopted a Blue Book which sets our values
and operating principles and several instruments setting out our
governance, values and the rules of conduct.
Our Corporate Governance Charter defines our governance
structure and the role of our governance bodies. It demonstrates
evidence that checks and balances are put in place.
The Code of Conduct, as further described below, sets out the
standards of conduct for Board members and employees.
We further ensure that the applicable rules of conduct are
embedded in our corporate culture and business conduct,
through several concrete actions such as setting the tone from
the top on the importance of compliance and business ethics,
setting up internal processes such anti-money laundering
(“AML”) reviews for our investments, compliance trainings to all
newcomers and mandatory annual compliance trainings to all
employees followed by a questionnaire, the presence of a com-
pliance and legal team in each office, a whistleblowing channel
and the availability of the compliance materials on our intranet.
2023 2022
Participation rate in the
annual compliance training
100% 100%
% of new investments subject
to AML review
100% 100%
CODE OF CONDUCT
We have adopted a Code of Conduct based on our core values.
This document defines the way in which our Board mem-
bers and employees must behave in the performance of their
duties within the group. It is presented to employees during
their onboarding and during the annual compliance training.
The Compliance Officer takes all necessary actions for ensuring
compliance with the Code of Conduct.
As indicated in the Code of Conduct, we support international
conventions on human rights and labour. Hence, all employ-
ment relationships with the Sofina group are conducted in
compliance with the applicable laws and collective labour agree-
ments in which human rights are embedded.
The Code of Conduct requires all employees to ensure that trans-
actions, business relations and agreements are concluded at
arm’s length terms in line with its ethical principles. To ensure
the prevention and detection of corruption or bribery, the Code
of Conduct requires employees to seek the approval of the Com-
pliance Officer to accept gifts of a value exceeding EUR 200 and
to notify any potential conflict of interest.
The Code of Conduct is included in the Company’s Corporate
Governance Charter as Appendix 7.
2023 2022
# of notifications received
under the conflict of interest
and corruption prevention
policy
21 26
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
• ESG
• Our team in the community
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
60
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DEALING CODE
Our Dealing Code aims at preventing insider trading, unlawful
disclosure of inside information and market manipulation both
at Sofina and at the level of the target listed companies and
listed companies in our portfolio. It is included in our Corporate
Governance Charter as Appendix 8.
PRIVACY POLICY AND PRIVACY CHARTER
We have drawn up a Privacy Policy and a Privacy Charter to
ensure compliance with the data protection laws. The Privacy
Policy is available on our website. It informs data subjects on
how we collect, handle and process their personal data as well
as about their rights in this respect. The Privacy Charter is an
internal document detailing practical measures and instructions
to employees on the collection and use of personal data.
2023 2022
# of personal data breach
incidents
3 0
In 2023, three data breaches were notified to the Compliance
Officer. We assessed the severity of all three data breaches to
be low. Hence none of these breaches had to be notified to the
Data Protection Authority or the data subjects. All breaches were
registered in our data breach register.
WHISTLEBLOWING POLICY
In 2023, we adopted a formal whistleblowing policy and imple-
mented new internal reporting channels. Through these chan-
nels, all our employees can report breaches to our Code of
Conduct (including the provisions regarding the prevention of
bribery and corruption), internal policies, laws or regulations in
a confidential manner outside of their normal management
reporting lines while being protected against retaliation.
2023 2022
# of reports received through
the internal whistleblowing
channel
0 0
Cyber security
In today’s digital age, cybersecurity is of paramount importance
to our organisation. We are committed to protecting the integ-
rity, confidentiality, and availability of our information assets,
including the personal data of our portfolio companies and
employees.
Our cybersecurity framework is designed in accordance with
international standards and best practices. We have imple-
mented robust security measures to protect against unauthor-
ised access, data breaches, and other cyber threats.
We conduct regular security audits and vulnerability assess-
ments to identify and mitigate potential security risks. Our
employees regularly receive cybersecurity training to ensure
they remain aware of the latest threats and learn how to pre-
vent them.
We acknowledge that cybersecurity is not a one-time effort, but
a continuous process of improvement. We are thus committed
to investing in the latest security technologies and adopting
best practices to ensure the ongoing security of our information
assets.
Please note that despite our best efforts, no security measures
are perfect or impenetrable. We encourage our stakeholders to
remain vigilant and take appropriate measures to protect their
own personal information.
Political influence activities
As a global investment firm, we have memberships in a number
of networking platforms, business and industry organisations.
We however do not directly engage in political influence activi-
ties. Hence, no one within Sofina has been designated to oversee
that type of activities. During the reporting period, we did not
make any financial or in-kind political contributions and none
of the group entities are registered in the transparency register.
Double materiality assessment
In accordance with CSRD, we launched a double materiality
assessment to determine Sofina’s material topics from both an
impact materiality (inside-out) and a financial materiality (out-
side-in) perspective. In this process, we are actively engaging
with our key stakeholders to understand their perspectives on
these topics. We are further preparing the reporting of material
topics in accordance with the European Sustainability Reporting
Standards ("ESRS").
This exercise will not only guide our CSRD reporting but also the
priorities of our sustainability strategy moving forward. While
the double materiality exercise is ongoing, we started to act
on topics that will likely be material to us, for example, climate
change mitigation.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
• ESG
• Our team in the community
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
61
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Our team
As an investment firm with global exposure, we aspire to
create a diverse work environment where talented profession-
als work together to achieve high-quality results and where
the values that have guided us in the past carry us into the
future. Fostering an entrepreneurial spirit of growth, agility
and innovation is part of our DNA and allows our talents to
thrive in a constantly changing environment.
Create value with a human touch
WE ADOPT A PRINCIPLED APPROACH IN
DELIVERING HIGH-QUALITY RESULTS WHILE
FOSTERING SUSTAINABLE GROWTH
Our colleagues are ambassadors of Sofina and exercise discre-
tion and their best judgment when interacting with our stake-
holders, counterparts and portfolio companies. We work hard
to achieve our financial goals but are uncompromising when it
comes to our values and believe that meaningful returns should
come along with a positive contribution to society.
WE ARE ONE TEAM WITH A COMMON GOAL,
ACTING WITH INTEGRITY AND RESPECT IN OUR
COLLABORATION WITH OUR PARTNERS
We need our people to be authentic, driven by a strong profes-
sional conscience, to take responsibility for Sofina in a respectful
and collaborative manner with our business partners.
RESILIENCE
We seek out individuals with resilience and grit, who are not
daunted by adversity and challenge. Turbulent times are a good
opportunity to hone the resilience of our talents; this resilience
keeps us moving forward, reinventing ourselves, exploring new
ideas and adapting to a fast-changing environment.
WE NURTURE A GROWTH MINDSET,
ENCOURAGING AND SUPPORTING CONTINUOUS
DEVELOPMENT
Sofina fosters continuous learning and development amongst
our colleagues to prepare for new trends and ensure that our
business partners continue to turn to us for knowledge and sup-
port. Our talents see themselves as the architects of their career
and are in the driver’s seat when it comes to taking responsibility
for their career and their education.
WE ARE AGILE IN THE FACE OF CHANGE AND
PROMOTE DIVERSITY AND INCLUSION
We seek diversity of thought, experience and perspective in each
of our recruitments. We believe that this ensures we are better
prepared for uncertainty and more agile in the face of change,
as we have a deeper resource of knowledge, skills and expertise
to uncover new ideas and inspiration. We create an open and
inclusive environment where different views are exchanged in
a respectful and constructive manner.
United around strong values
Our heritage, our culture and placing human relationships at the
heart of our activities are what sets us apart. All our investments
are stories of shared values, friendships and ambitious projects
with talented entrepreneurs and their management teams. Our
talents are the guardians of Sofina’s reputation and are essential
to achieving our mission: “to partner with leading entrepreneurs
and families, backing them with patient capital and supportive
advice to foster sustainable growth of their businesses”.
OUR TEAM IN THE COMMUNITY
We are agile
in the face of change
We are committed
to delivering high-
quality results
We foster a spirit
of growth
We are one team with
a common goal
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
• ESG
• Our team in the community
Corporate governance
Accounts and notes
Glossary
Responsible person
SOFINA ANNUAL REPORT 2023
62
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In the communities
As mentioned above in the ESG section, being an active
member of the communities in which we work and live is an
integral part of working at Sofina. This can take many forms.
Through our matching gift programme, we support initiatives
and charities personally endorsed by the members of our per-
sonnel by matching their donations (up to a maximum of EUR
500 per year). This initiative resulted in donations to 14 charities.
In the past year, we also added disaster relief efforts such as the
Syria-Turkey emergency following the devastating earthquake
that took place at the start of the year. As we already did in 2022,
we hosted WAPA (War-Affected People’s Association) in our
offices in Brussels for their annual call for donations. WAPA is
a Belgian non-governmental organisation fighting against the
use of children in armed conflicts.
In 2020, Sofina set up the Sofina Covid Solidarity Fund, a charita-
ble fund managed by the King Baudouin Foundation to address
the adverse consequence of the global Covid-19 pandemic.
Through this EUR 20 million fund, Sofina committed to support
non-profit initiatives and projects that fight the negative impact
of the pandemic on healthcare systems and education, two of
our sectors of focus. One of the projects selected is “Pratham
Books/StoryWeaver”, an Indian digital content platform which
Sofina’s grant helped editing 80 new online storybooks, in
addition to many other educational materials. The aim was
to support children from the age of 6 to 12 years in improving
their reading and basic Science, Technology, Engineering and
Mathematics (STEM) skills during and after the pandemic. One
of Sofina’s funded titles, When We are Home, written by Priya-
darshini Gogoi and illustrated by Pankaj Saikia, won the best
children's picture book award at the recently concluded Atta
Galatta-Bangalore Literature Festival. But more importantly, mil-
lions of children in several Indian states enjoy reading, listening
to teachers and learning from books, many of them printed by
the local Ministry of Education and distributed in schools.
As part of our commitment to the community, Sofina has set
up various programmes enabling employees to devote part of
their time to charitable organisations. Employees can spend
half a day per week for volunteering and are encouraged to
include volunteering opportunities as part of their team building
activities.
In 2023, the teams collectively spent 837 hours volunteering for
various charitable organisations, taking the form of individual
commitments in personal projects or group activities. To name
some, we supported Oxfam and Farming for Climate through
sport activities in Belgium, spent time planting trees at the
Environmental Observatory in Arlon and for the One Million
Trees Movement which aims at restoring nature in Singapore.
We cooked meals for Willing Hearts, a soup kitchen in Singa-
pore preparing and distributing 7.000 daily meals. Colleagues
go there on a regular basis throughout the year. Other associa-
tions that benefited from our help include the Temple Garden
Foundation, a charity in Cambodia supported by Sofina since
2020, and the Cuistots Solidaires which provides daily meals to
refugees in Brussels. As in 2022, Sofina continued to support
BEforUkraine ASBL/VZW, one of whose initiatives is to procure
ambulances, refurbish and equip them with medicines and
medical equipment and then send them to Ukraine where they
are used as mini-hospitals.
Craftsmen supported by the SofinaBoël Fund for Education and
Talent exhibited in our offices in the margin of our Annual Gen-
eral Meeting held in May 2023. We also acquired some of their
works of art for exhibition and distribution at a corporate event
for portfolio companies and partners we organised in London
end of November. More information on the SofinaBoël Fund for
Education and Talent is provided further in this Annual report.
As in the past, we continued our annual blood donation in our
offices, in partnership with Petercam Degroof, to the benefit of
the Red Cross.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
• ESG
• Our team in the community
Corporate governance
Accounts and notes
Glossary
Responsible person
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SofinaBoël Fund for Education and Talent
Created by the descendants of Gustave Boël and Sofina 13 years ago, the SofinaBoël Fund for Education and Talent is committed to promoting talent through education. With an annual budget
of more than EUR 1.3 million, the fund aims to discover and back talented young people by awarding grants and providing specific support.
The fund is supported by the King Baudouin Foundation. Its
strategic direction and operational management are ensured
by a monitoring committee chaired by Paul-Alain Foriers and
includes family members, a representative of Sofina, and a rep-
resentative of the King Baudouin Foundation.
The SofinaBoël Fund has surrounded itself with expert partners.
They play a key role in identifying promising candidates. This syn-
ergy ensures effective support of emerging talents, underlining
the fund's commitment to excellence and skills development.
Three focus areas
The SofinaBoël Fund provides support in three focus areas:
• In its efforts to give access to university education, and with
the help of its partners (the Belgian American Educational
Foundation, the Fonds National de la Recherche
Scientifique – Fonds Wetenschappelijk Onderzoek (FNRS-
FWO) and the Fernand Lazard Foundation), the fund
supported 17 students who receive a mobility grant to
complete their education at renowned universities abroad.
• Every year, the community of craftsmen grows in quality
and visibility. In 2023, the fund supported 48 craftsmen in
various disciplines ranging from heritage restoration to the
promotion of trades affected by labour shortage. In addition
to providing financial support for training, the fund has also
contributed to increasing the visibility of the work of those
talented craftsmen through exhibitions, workshop visits and
the purchase of equipment.
• Since its launch, the innovative Boost for Talent
programme has evolved in an exceptional way, becoming a
transformative force for talented pupils from disadvantaged
backgrounds. One of the most important aspects of the
programme is its significant impact on young people's
lives. The success stories demonstrate that the programme
has not only opened doors for them, but also instilled new
confidence and a positive vision of the future. By setting
an example, the programme cultivates inspirational role
models among disadvantaged young people, showing
that despite the obstacles, success is possible for every
one of these talented individuals, with the right support. In
2023, 166 students were selected in Antwerp, Liège and La
Louvière. This is the first time that the fund has supported
an entire cohort of young people from La Louvière.
Looking forward
In a world in constant transformation, the SofinaBoël Fund
is resolutely oriented towards a future in which social innova-
tion meets tradition, where generations forge the future while
respecting family and entrepreneurial values.
It intends to continue its support for Belgian talent in fields
aligned with important topics such as education and social
inclusion. The aim is to encourage significant and lasting
change, reflecting the desire to leave a positive legacy for future
generations.
In addition to providing financial support, the fund aims to
create a dynamic community among selected candidates. By
encouraging opportunities to meet, mentor and collaborate, the
fund wants to see this community prosper and flourish. These
lasting relationships contribute to further increase the fund's
positive impact.
10 YEARS OF BOOST
In 2023, the programme Boost for Talent has
celebrated its 10
th
anniversary.
The results of the programme are encouraging for
the future of young and dynamic pupils full of hope. An
awards ceremony was punctuated by many testimoni-
als. The SofinaBoël Fund took that opportunity to award
the creativity prize to a young talent for his initiative to
develop a student network during the Covid-19 crisis.
"Dream big and work hard" is the motto of the Boost
for Talents’ programme for the next 10 years. The
fund is proud to continue to co-construct Boost
for Talents alongside this young and dynamic
community.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
• ESG
• Our team in the community
Corporate governance
Accounts and notes
Glossary
Responsible person
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Corporate governance
Insights into our corporate
governance practices, risk matrix
and Remuneration report
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
• Corporate governance
statement
• Risk matrix
• Remuneration report
Accounts and notes
Glossary
Responsible person
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65
ANNUAL REPORT 2023SOFINA
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
• Corporate governance
statement
• Risk matrix
• Remuneration report
Accounts and notes
Glossary
Responsible person
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CORPORATE GOVERNANCE STATEMENT
1 https://corporategovernancecommittee.be/en/
2 https://www.sofinagroup.com/governance/corporate-governance/
3 Based on the latest communication made in accordance with Article 74 of the Law of 1 April 2007 on public takeover bids by the Reference Shareholder to the Company on 23 August 2023.
This Corporate governance statement contains the information
required by the Belgian Companies and Associations Code (the
“BCAC”) and the 2020 Belgian Code on Corporate Governance
(the “2020 Code”)
1
.
Sofina (the "Company") has been using the 2020 Code as its
benchmark since its entry into force and applies the 2020 Code
in accordance with the “comply or explain” principle. The Cor-
porate Governance Charter of the Company and the Internal
rules of procedure of the Board and its Committees, its internal
decision making bodies, as well as the Company’s Dealing Code
and Code of Conduct are available for reference on its website
2
.
1. Shares
1.1 SHARE IDENTIFICATION
The shares issued by the Company are in the registered or dema-
terialised form. The shares are listed on Euronext Brussels as ISIN
BE0003717312 (SOF).
The Company is part of the following indices: BEL20, BEL ESG,
STOXX Europe 600 and MSCI Europe.
1.2 VOTING RIGHTS
Each share gives right to one vote, except for shares held by
Sofina SA, for which the voting rights are suspended. More-
over, the articles of association of the Company do not con-
tain any different share classes or special controlling rights or a
shareholding system for members of the personnel. There are
no specific rules linked to the appointment or replacement of
Directors which are not included in the Corporate Governance
Charter of the Company.
1.3 SHARE TRADING
The average daily trading volume of Sofina’s shares on its main
market (Euronext Brussels) was 20,599 shares in 2023. The
volume peaked on 15 September 2023, when 143,519 shares
were traded. On 31 December 2023, the Company had a market
capitalisation of EUR 7.72 billion and a free float market capital-
isation of EUR 3.27 billion. The free float represented 42.39% of
the Company’s shares.
1.4 SHAREHOLDING AND NOTIFICATIONS
Communication by shareholders pursuant to Article 74 of
the Law of 1 April 2007 on public takeover bids
The reference shareholder of the Company is a consortium
within the meaning of Article 1:19 of the BCAC, formed by Union
Financière Boël SA, Société de Participations Industrielles SA
and Mobilière et Immobilière du Centre SA, which together own
54.60% of the shares of the Company (the “Reference Share-
holder”)
3
. For purposes of the takeover bids legislation, each
consortium company is, taking into account the shares in the
Company owned by the other two consortium companies, con-
sidered to own 54.60% of the shares of the Company (excluding
treasury shares owned by the Company). Furthermore, Union
Financière Boël SA (acting on its own behalf and as agent for
the other two consortium companies) continues to notify to the
Company each year changes in the number of Company shares
that the consortium companies own as part of the concert rela-
tionship it formed on 31 August 2007 with Société de Participa-
tions Industrielles SA (and which Mobilière et Immobilière du
Centre SA joined on 1 July 2013).
Based on the latest communication made in accordance with
Article 74 of the Law of 1 April 2007 on public takeover bids by the
Reference Shareholder to the Company dated 23 August 2023,
the consortium companies forming the Reference Shareholder
held on 23 August 2023 shares in the Company as set out in the
following table:
Number of
shares
*
Holding
percentage
Union Financière Boël SA 7,676,729 22.41%
Société de Participations
Industrielles SA
8,486,320 24.78%
Mobilière et Immobilière du
Centre SA
2,535,968 7.40%
Sub-total of the Reference
Shareholder
18,699,017 54.60%
Sofina SA (own shares)
**
957,928 2.80%
TOTAL 19,656,945 57.40%
* At 31 December 2023, the Company’s share capital was represented by
34,250,000 shares.
** Presumption of concerted action (Article 3, §2 of the Law of 1 April 2007
on public takeover bids). Own shares held by Sofina SA at 23 August 2023.
Transparency declarations by shareholders in accordance
with the Law of 2 May 2007 on the disclosure of major
shareholdings
Pursuant to the Law of 2 May 2007 on the disclosure of major
shareholdings, a notification to the Company and to the FSMA
is required by all natural persons and legal entities in the event
certain thresholds are crossed. A notification will among others
be required in each case where the percentage of voting rights
attached to the shares held by a shareholder exceeds or falls
below the legal threshold, set at 5% of the total voting rights,
and in increments of 5% or, as the case may be, the additional
thresholds provided in the company’s articles of association.
The Company’s articles of association provide for a lower initial
disclosure threshold of 3%.
In the framework of the share buyback programme launched
by the Company on 25 September 2023 to partly cover the stock
options plans issued for the benefit of its and its subsidiaries'
personnel, the Company crossed the statutory threshold of 3%
on 23 October 2023. In accordance with article 6 of the Law
Our mission
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of 2 May 2007 on the disclosure of major shareholdings, the
Company and the Reference Shareholder made a transparency
notification on 26 October 2023 which was published in a press
release dated 27 October 2023
1
.
SHAREHOLDING OF THE REFERENCE SHAREHOLDER
ON 23 OCTOBER 2023
Number of
shares
*
Holding
percentage
Union Financière Boël SA 7,676,729 22.41%
Société de Participations
Industrielles SA
8,486,320 24.78%
Mobilière et Immobilière du
Centre SA
2,535,968 7.40%
Sub-total of the Reference
Shareholder
18,699,017 54.60%
Sofina SA (own shares)
**
1,031,528 3.01%
TOTAL 19,730,545 57.61%
* At 31 December 2023, the Company’s share capital was represented by
34,250,000 shares.
** Presumption of concerted action (Article 3, §2 of the law of 1 April 2007 on
public takeover bids). Own shares held by Sofina SA at 23 October 2023.
Aside from the Reference Shareholder and the Company, no
other shareholder, either alone or in concert, reached the initial
holding threshold of 3% requiring a transparency declaration in
accordance with Article 42 of the Company’s articles of associ-
ation. The most recent transparency declarations are available
on the website of the Company
2
.
1 https://www.sofinagroup.com/wp-content/uploads/2023/10/Sofina-SA-Press-release-Transparency-statement-2023.10.27.pdf
2 www.sofinagroup.com/governance/shareholding-structure
3 www.sofinagroup.com/investor-relations/share-buy-back/
2. Capital structure
At 31 December 2023, the Company’s share capital amounted
to EUR 79,734,940 and was represented by 34,250,000 shares
without indication of nominal value.
2.1 AUTHORISED CAPITAL
At the Extraordinary General Meeting held on 4 May 2023, the
Board of Directors of the Company has been authorised, for a
period of five years, to increase the share capital of the Company.
This authorisation is granted for a maximum amount (excluding
any issuance premium) of:
• EUR 7,973,494 for capital increases with cancellation or lim-
itation of the preferential subscription right of shareholders
(including in favour of one or more specific persons, other than
members of the personnel of the Company or its subsidiaries);
• EUR 23,920,482 for capital increases without cancellation or
limitation of the preferential subscription right of shareholders.
The aforementioned amounts correspond to 10% and 30% of the
Company’s share capital respectively.
In any event, the total amount up to which the Board of Direc-
tors may increase the share capital pursuant to this authorisa-
tion, through a combination of the capital increases mentioned
above, is limited to EUR 23,920,482.
Any decision to implement the authorisation granted to the
Board of Directors to increase the share capital must obtain a
4/5 majority (rounded down to the nearest unit) of favourable
votes of directors present or represented.
2.2 SHARE BUYBACKS AND DISPOSALS OF OWN
SHARES
In accordance with the BCAC, the articles of association allow
the Company to acquire, on or outside the stock market, its
own shares by resolution approved by the general meeting of
shareholders by at least 75% of the votes validly cast where at
least 50% of the share capital is present or represented. Prior
approval by the shareholders is not required if the Company
purchases the shares in order to offer them to the Company’s
employees. The Annual General Meeting of 4 May 2023 renewed
the authorisation to the Board of Directors to acquire or dispose
of own shares with a maximum of 20% of the outstanding shares
for a minimum price of EUR 1 and a maximum price of 15%
above the average price of the Company’s stock on Euronext
Brussels during the ten trading days preceding the acquisition
for a period of five years starting from 4 May 2023.
During the financial year 2023, Sofina bought back 150,000 own
shares (it had bought back 296,550 own shares in 2022) and dis-
posed of 15,000 own shares (it had disposed of 21,550 own shares
in 2022). The own shares were acquired in the framework of two
share buyback programmes conducted in accordance with the
safe harbour regime provided for in the European Market Abuse
Regulation. The share buybacks are carried out to cover the stock
option plans issued for the benefit of some members of the
personnel of the Sofina group and the disposals of own shares
relate to the exercise of stock options, as further described in the
Remuneration report. Further information relating to the share
buybacks is available on the website of the Company
3
.
At 31 December 2023, Sofina held 1,052,928 own shares repre-
senting 3.07% of its share capital.
3. General meetings of
shareholders in 2023
The Annual General Meeting was held on 4 May 2023 and
appointed Leslie Teo and Rajeev Vasudeva as independent
non-executive Directors and Felix Goblet d’Alviella as non-exec-
utive Director, for a term of three years up to and including the
Annual General Meeting to be held in 2026.
Our mission
Message to shareholders
Sofina at a glance
Strategy
Year in review
Investments overview
Societal commitment
Corporate governance
• Corporate governance
statement
• Risk matrix
• Remuneration report
Accounts and notes
Glossary
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An Extraordinary General Meeting was held on the same day
to authorise the Board of Directors to increase the share capital
as further described in paragraph 2.1 above and to change the
date of the Annual General Meeting from the first Thursday of
May to the second Thursday of May.
4. Stakeholder engagement
In accordance with Principle 8.7 of the 2020 Code, the Board has
discussed whether the Company should enter into a relationship
agreement with the Reference Shareholder. Further to this dis-
cussion and having consulted the Reference Shareholder, the
Board considered that it was not necessary to conclude such a
relationship agreement.
The Company hosts analyst meetings after the release of its
annual and half-year results and answers questions raised by
its shareholders. The Company follows up on specific concerns
raised in the framework of questions received or votes cast at
general meetings of shareholders.
Sofina also participated in several events and gave corporate
presentations over the past year in the framework of its con-
tinuing efforts to enhance external reporting and communi-
cation, and to further engage with its stakeholders and market
participants. Further information about Sofina's stakeholders is
available in the Our stakeholders section of this Annual report.
5. Elements pertinent
to a take-over bid
5.1 RESTRICTIONS ON THE TRANSFER OF SHARES
OR THE EXERCISE OF VOTING RIGHTS
Sofina has no knowledge of any agreement between the com-
panies forming the Reference Shareholder or any other share-
holders which could lead to restrictions on the transfer of shares
or the exercise of voting rights. Furthermore, neither the Law nor
the articles of association provide for any more general restric-
tions on the exercise of voting rights.
5.2 CHANGE OF CONTROL CLAUSES
Sofina SA did not enter into any major commitment that
may contain clauses linked to its own change of control,
with the exception of a provision of the terms and conditions
included in the information memorandum of 21 September
2021 relating to the issuance on 23 September 2021 of EUR
700,000,000 senior unsecured bonds with a 7-year maturity
and 1.000% coupon. Moreover, there are also clauses linked
to Sofina’s change of control in the terms and conditions of
the Performance Share Units (“PSU”) in force since 1 January
2017 and in its credit agreements.
6. Board of Directors and its Committees
13
DIRECTORS
12
NON-EXECUTIVE
DIRECTORS
3
NEW DIRECTORS
APPOINTED OVER
THE PAST 3 YEARS
8
NATIONALITIES
46%
WOMEN
59 YEARS
AGE AVERAGE
8
MEETINGS
92%
ATTENDANCE RATE
62%
INDEPENDANT
DIRECTORS
VARIED AND COMPLEMENTARY
PROFESSIONAL AND SECTORAL EXPERIENCE
IN LINE WITH SOFINA’S DIVERSE PORTFOLIO
AGE DIVERSITY
8%
BETWEEN
30 AND 50
YEARS OLD
92%
BETWEEN
51 AND 70
YEARS OLD
Our mission
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Strategy
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• Corporate governance
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• Risk matrix
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6.1 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 Articles 7:93 and 7:94 of the
BCAC.
The Board of Directors determines the Company’s business
direction and ensures that it is implemented. It has the power
to perform all acts necessary or useful to achieve the Compa-
ny’s corporate purpose, except for those reserved by Law to the
general meeting of shareholders.
6.2 COMPOSITION OF THE BOARD OF DIRECTORS
As at 31 December 2023, the Board of Directors comprises
13 members and is composed as follows:
Name
First
appointed
Expiry of
current term
Harold Boël (CEO) 2004 2025
Nicolas Boël 2007 2024
Laura Cioli * 2018 2024
Laurent de Meeûs
d’Argenteuil
2015 2024
Felix Goblet d’Alviella 2023 2026
Dominique Lancksweert
(Chair)
1997 2026
Anja Langenbucher * 2018 2025
Michèle Sioen * 2016 2026
Catherine Soubie * 2018 2025
Charlotte Strömberg (Vice-
Chair) *
2017 2024
Leslie Teo * 2023 2026
Rajeev Vasudeva * 2023 2026
Gwill York * 2018 2024
* Independent Director.
All members of the Board are non-executive, with the exception
of the Chief Executive Officer (the “CEO”). The Board members
are appointed by the general meeting of shareholders upon
proposal by the Board of Directors and recommendation of the
Nomination Committee for a renewable period of maximum six
years. Eight Board members qualify as independent directors
within the meaning of Article 7:87, §1 of the BCAC and Principle
3.5 of the 2020 Code. The non-independent Directors are either
executives, linked to the Reference Shareholder or have been
Directors for more than twelve years. The Chair and the CEO are
two separate individuals.
The term of office of the independent Directors Charlotte Ström-
berg, Laura Cioli and Gwill York and the non-executive Directors
Nicolas Boël and Laurent de Meeûs d’Argenteuil will expire at the
Annual General Meeting to be held on 8 May 2024. The Board of
Directors will propose to the Annual General Meeting to approve
the renewal of the mandates of Nicolas Boël, Laurent de Meeûs
d’Argenteuil and Gwill York for a period of three years up to and
including the Annual General Meeting to be held in 2027, and
to approve the renewal of the mandates of Charlotte Strömberg
and Laura Cioli for a period of four years up to and including the
Annual General Meeting to be held in 2028.
The detailed resumés of the Board members are available in the
section on Our leadership of the Annual report.
6.3 HONORARY DIRECTORS
The Board of Directors may grant to a former Director the title
of honorary director, honorary chair or honorary vice-chair. This
title is reserved to Directors who have provided the Company
with important services. Their mandate is not remunerated. The
honorary Directors do not have any term of mandate. Comte
Goblet d’Alviella is honorary Chairman and Vicomte Etienne
Davignon is an honorary Director.
6.4 DIVERSITY AT THE LEVEL OF THE BOARD
In line with its ESG commitments, Sofina ensures diversity at the
level of its Board of Directors. The Board includes representatives
of many different nationalities and is composed of six women
and seven men. This composition complies with the provisions
of Article 7:86 of the BCAC. The Company also strives to ensure
that the profiles of its Board members are varied and comple-
mentary in terms of professional and sectoral experience in line
with its diversified portfolio.
Further details about Sofina’s diversity policy are available in the
ESG section of this Annual report.
6.5 ROLE OF THE CHAIR OF THE BOARD
The tasks of the Chair of the Board are laid down in the Corporate
Governance Charter of the Company.
The Charter also stipulates that the CEO is responsible for the
management of the Company’s resources, its personnel and the
day-to-day follow-up of the portfolio, while tasks relating to the
organisation of the Board of Directors and general meetings,
contacts with the Board members and communication on all
matters likely to affect the brand and the reputation of the Com-
pany fall within the competence of the Chair. Notwithstanding
the foregoing, there is in-depth and constant dialogue between
the Chair and the CEO on all subject matters.
This same dialogue between the CEO and the Chair will prevail
for decisions to be proposed to the Board or which concern
important matters, such as the investment or divestment pro-
cess as a whole, modifications to the portfolio, the main relations
between the Company and its investment partners, or matters
affecting its Executive Committee (appointment, remuneration
and role).
6.6 ROLE AND COMPETENCIES OF THE BOARD OF
DIRECTORS
The Board of Directors pursues sustainable value creation by the
Company, by developing an inclusive approach that balances
the legitimate interests and expectations of shareholders and
other stakeholders. Further information about the role and func-
tioning of the Board is available in the Corporate Governance
Charter of the Company and in the Internal rules of procedure
of the Board.
In addition to its competencies relating to the supervision of
the tasks performed by the Committees, the Board of Directors
Our mission
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Strategy
Year in review
Investments overview
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Corporate governance
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• Risk matrix
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approves the annual and half-year accounts and the Manage-
ment report, decides on the proposal for the appropriation of
the result, the publication of financial and non-financial informa-
tion, the strategy (including the ESG strategy), the investment
policy and monitors the implementation of the capital allocation
framework and the investments and divestments made by the
Sofina group. It monitors the holdings of the Sofina group to
assess the extent to which they are in line with the strategy it
has adopted.
The items discussed and the decisions taken by the Board in
2023 primarily concerned the tasks listed above and those taken
further to recommendations from the Committees described in
point 6.8 below. In 2023, the Board also more specifically:
• reviewed the flow of investment and divestment opportunities
as well as the implementation of the strategy of Sofina Direct
and Sofina Private Funds and updates on their activities;
• discussed the capital allocation and cash planning;
• reviewed and discussed the Board effectiveness review con-
ducted with the help of an external consultant;
• decided to convene an Extraordinary General Meeting to
approve the introduction of authorised capital in the articles
of association and to change the date of the Annual General
Meeting of Shareholders;
• discussed Sofina’s communication strategy;
• reviewed Sofina’s strategy in China;
• reviewed Sofina’s internal executive governance; and
• monitored Sofina’s operating costs.
6.7 ATTENDANCE AND FUNCTIONING OF THE
BOARD OF DIRECTORS
The Board of Directors meets at least four times a year. It is con-
vened by its Chair who sets the agenda together with the CEO
and the Company Secretary. The agenda of the Board meetings
1 At 31 December 2023.
indicates whether matters are presented for information pur-
poses, for deliberation or for decision.
The Board of Directors met eight times in 2023. Four of the Board
meetings were held physically (these are so-called statutory
Board meetings). Four other Board meetings, held by videocall,
were organised to enable the Board members to follow and
participate in discussions on specific topics related to market
trends, the sectors of focus or on general business updates
(these are so-called ad hoc Board meetings). Such meetings
are for information purposes. The average attendance rate of
the eight Board meetings held in 2023 was 92% (compared to
98% last year).
6.8 BOARD COMMITTEES
The Board of Directors has set up four specialised committees
which consist of members selected from its ranks: an Audit
Committee, an ESG Committee, a Nomination Committee and
a Remuneration Committee.
Each of these four Committees fulfilled its tasks in accordance
with its Internal rules of procedure, which govern its missions
and mode of operation. The Committees reported systemati-
cally to the Board of Directors on their meetings and submitted
recommendations for approval. They can be assisted by external
consultants to fulfil certain of their tasks.
Independency rate at the level of the
Board committees *
Audit Committee 80%
ESG Committee 60%
Nomination Committee 60%
Remuneration Committee 75%
* At 31 December 2023.
Number of meetings and
attendance rates in 2023
# of
meetings
Attendance
rate
Audit Committee 4 95%*
ESG Committee 4 85%
Nomination Committee 3 100%
Remuneration Committee 3 100%
* The Statutory Auditor attended all meetings.
Audit Committee
In accordance Article 7:99 of the BCAC and of the 2020 Code,
all the members of the Audit Committee are non-executive
Directors. Moreover, 80% of them are independent Directors.
The Audit Committee as a whole has the competencies
required in terms of accounting, auditing and IFRS as well
as investment thanks in particular to the experience of its
members in financial and industrial companies.
The CEO is not a member of the Committee but is invited to
attend its meetings. This allows essential interaction between
the Board of Directors and the Executive Committee.
COMPOSITION OF THE AUDIT COMMITTEE
1
Name
Expiry of current board
mandate
Michèle Sioen * (Chair) 2026
Charlotte Strömberg * 2024
Anja Langenbucher * 2025
Gwill York * 2024
Felix Goblet d’Alviella 2026
* Independent Director.
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The Audit Committee discussed and/or reviewed the following
main topics in 2023:
• the preparation of the annual and half-year accounts, the draft-
ing of the financial information, management reports and the
external financial communication;
• the valuation of the unlisted portfolio carried out for the Annual
and Half-year reports by management, based on Kroll’s review,
under the supervision of the Statutory Auditor;
• the implementation of the 2022 IPEV guidelines;
• the reports of the Statutory Auditor and the approval of its
non-audit missions;
• the 2024 audit plan, and the outcome of the 2023 internal audit
(review of the HR processes, the audit preparation for Sofina
Asia in 2024, risk management framework, the follow-up of
previous years audits (including security audits, the status of
the ongoing cyber security projects and the update of the risk
matrix)); and
• the insurance coverages, the cash management framework
and the liquidity planning, the compliance report and the
follow up of the implementation of internal reorganisation
projects.
ESG Committee
The ESG Committee is made up of five Directors. With the excep-
tion of the CEO, all members of the ESG Committee are non-ex-
ecutive directors and three of them are independent directors.
The ESG Committee as a whole has the appropriate knowledge,
skills, experience, diversity and independence for it to fulfil its
role and responsibilities.
COMPOSITION OF THE ESG COMMITTEE
1
Name
Expiry of current
board mandate
Anja Langenbucher
* (Chair) 2025
Harold Boël 2025
Nicolas Boël 2024
Laura Cioli
* 2024
Charlotte Strömberg
* 2024
* Independent Director.
The ESG Committee mainly discussed or reviewed the
following main items in 2023:
• ambitions for 2023 and resources (including hire of an ESG
associate);
• the ESG performance of the portfolio and ESG opportunities
within and outside of our sectors of focus;
• the ESG framework applied to Sofina Private Funds;
• ESG in executive remuneration;
• monitoring of the ESG regulations, CSRD implementation
and launch of the double materiality assessment;
• external ESG communication;
• the UNPRI report for 2023;
• the environmental audit 2022 and proposed Climate
strategy (Sofina as a company and as an investor);
• the programme on ESG trainings;
• update on the sustainability roadmaps and next steps; and
• allocation of ESG matters between the different Board
committees.
Nomination Committee
The Nomination Committee is made up of five non-executive
Directors a majority of whom are independent in accordance
with the 2020 Code.
COMPOSITION OF THE NOMINATION COMMITTEE
1
Name
Expiry of current
board mandate
Catherine Soubie * (Chair) 2025
Nicolas Boël 2024
Dominique Lancksweert 2026
Anja Langenbucher * 2025
Laura Cioli * 2024
* Independent Director.
The Nomination Committee discussed the following main topics
in 2023:
• composition of the Board and its Committees;
• renewal of the mandate of certain Directors and assessment
of the contribution of such Directors;
• definition of the profile of new (independent) non-executive
directors, monitoring of the search and recommendation to
the Board on the nomination of two new independent non-
executive directors and a non-executive director;
• completion of a Board effectiveness review;
• board and CEO succession planning; and
• Sofina’s internal executive governance.
1 At 31 December 2023.
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Remuneration Committee
In accordance with the requirements of Article 7:100 of the
BCAC, all members of the Remuneration Committee are
non-executive Directors and three members are independ-
ent Directors.
COMPOSITION OF THE REMUNERATION COMMITTEE
1
Name
Expiry of current
board mandate
Catherine Soubie * (Chair) 2025
Laura Cioli * 2024
Laurent de Meeûs d’Argenteuil 2024
Gwill York * 2024
* Independent Director.
The Remuneration Committee discussed or reviewed the fol-
lowing main items in 2023:
• Remuneration report 2022;
• benchmarking review of the remuneration of the members
of the Executive Committee;
• recommendation on the allocation of the PSUs for the
2023-2026 cohort and the number of options to be granted
under the Sofina stock options plans to the CEO, the other
members of the Executive Committee, the Management
Group
2
and other members of the personnel for the
2023 financial year; and
• review of Sofina’s long term incentive plans (stock options
and long term incentive plan).
1 At 31 December 2023.
2 The Management Group refers to the members of the Investment, Tax & Legal, Human Resources and Corporate Services teams, who qualify as managers in the Sofina group.
6.9 DEROGATIONS FROM THE 2020 CODE
CONCERNING THE BOARD OF DIRECTORS AND
THE NON-EXECUTIVE DIRECTORS
The Company complied with the principles of the 2020 Code,
except for those referred to below and in point 7.2.
Sofina has chosen to provide an average attendance rate for
Directors at Board and Committee meetings, rather than an
individual attendance rate. This is because Sofina considers that
the functioning of a board of directors and its committees is
governed by the principle of collegiality, and that the attendance
rate should therefore not be individualised. Furthermore, the
contribution of Board members is assessed on the basis of the
quality of their contributions. The number of meetings attended
does not therefore reflect all the added value brought by Board
members. Equally important are the directors’ availability for
meetings with the Chair, CEO or management, and the proposals
they regularly put forward. In the event of repeated absences, the
Chair will take the necessary measures, but this has never been
the case (Principle 3.9 of the 2020 Code).
Contrary to the recommendation of Principle 7.6 of the 2020 Code,
the Company has chosen not to pay all or part of the remuner-
ation of the non-executive Directors in the form of shares in the
Company. However, on the recommendation of the Remunera
-
tion Committee, the Board has invited non-executive Directors
to acquire, as of 2021, a number of Sofina shares representing the
gross equivalent of one year of directors’ fees. These shares should
be kept for at least one year after the non-executive Director
has left the Board and for at least three years after their acquisi-
tion. The Company believes that the introduction of this mech-
anism for acquiring Sofina shares on a voluntary basis meets
the objective sought by the 2020 Code to align the financial
interests of non-executive Directors with those of shareholders
without, however, forcing them to do so. In addition, this avoids
tax inequalities between different Directors on the basis of their
country of residence. At 31 December 2023, half of the twelve
non-executive Directors hold Sofina shares. The members of
the Board of Directors who did not respond positively to the
invitation to acquire these shares indicated that this was justified
either because they are related to the Reference Shareholder,
or because they have been recently appointed or for reasons of
internal compliance with regard to their professional occupations
or external appointments.
6.10 BOARD ASSESSMENT
The Corporate Governance Charter defines the informal evalua-
tion processes of the Board of Directors, the Board Committees
and the Board members. These assessments are carried out at
regular intervals. They concern the size, composition and perfor
-
mances of the Board of Directors and its Committees. The last
Board assessment took place in February 2023.
Similarly, periodically or when a mandate is renewed, the con-
tribution of each Director is assessed with a view, if necessary, to
adapt the composition of the Board of Directors taking account
of changes in circumstances. This assessment is undertaken in
particular on the basis of the following criteria, which are also
those adopted when appointing new Directors:
• professional competence and knowledge of the Company’s
market and sectors of focus in line with the current and future
needs and activities of the Company;
• willingness and ability to be highly engaged, proactive and
supportive;
• integrity, probity and good reputation;
• independent judgement;
• collegial spirit; and
• interest in the Company and its development.
Moreover, the Board monitors the performance of the Executive
Committee and, at regular intervals, the implementation of the
strategy in line with its risk appetite.
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7. Executive Management
The Board of Directors has delegated daily management of the
Company to the CEO. The CEO is assisted in his tasks by the
other members of the Executive Committee. This is an advisory
committee headed by the CEO and assisting the latter in the
exercise of his tasks. The final decisions of the Executive Commit-
tee remain the exclusive prerogative of the CEO. Consequently,
the members of the Executive Committee other than the CEO
have no legal or statutory liability.
The CEO has subdelegated certain of its operational powers to
the Operating Committee that has been created in 2022 to assist
the CEO with the day-to-day management of the Company. ESG
matters are streamlined by an ESG Core team reporting to the
Executive Committee.
The governance at executive management level was reviewed in
the beginning of 2024 to allow Sofina to scale, grow in scope and
size, ensure an efficient decision-making whilst retaining agility
and increasing accountability at senior management level. As
a result, it was decided to dissolve the Executive Committee
and to subdelegate certain decisions to an Investment Table,
Portfolio Table and Operations Table under a clear delegation
framework and under the supervision of a newly formed Leader-
ship Council. The Investment Table decides on new investments
and follow-on investments up to a certain investment amount
whilst the Portfolio Table is responsible for portfolio monitoring
and exits. The Operations Table, previously referred to as the
Operating Committee, decides and gives direction on corporate,
administrative and operational matters.
Strategic matters, matters of significant interest to Sofina, with
a structural impact or involving a reputational risk, such as the
proposal of the strategy to the Board of Directors and its imple-
mentation, the capital allocation framework and funds com-
mitment programme, the coordination of the Tables, talent
management and the supervision of transversal initiatives such
as external communication, ESG and innovation remain within
the remit of the CEO, assisted by the other members of the
Leadership Council.
As this revised governance took effect in January 2024, this
section reports on the Executive Committee still in place in 2023.
7.1 EXECUTIVE COMMITTEE
At 31 December 2023, the Executive Committee was composed
of the eight following members, including the CEO. François
Gillet retired with effect on 31 December 2023.
Name
Appointed at the Executive
Committee
Harold Boël (CEO)
CEO since 2008
joined the Executive Committee
since its creation in 2010
Victor Casier 2014
Xavier Coirbay Since its creation in 2010
Wauthier de Bassompierre Since its creation in 2010
François Gillet Since its creation in 2010
Edward Koopman 2015
Maxence Tombeur 2021
Giulia Van Waeyenberge 2021
The members of the Executive Committee qualify as other
managers within the meaning of the BCAC and individuals
discharging managerial responsibilities within the meaning of
the European Market Abuse Regulation.
The Board of Directors has entrusted the following main tasks
to the CEO, with the assistance of members of the Executive
Committee:
• the operational management of the Company and its day-to-
day management;
• deciding upon and formulating recommendations on
investment opportunities;
• overseeing the implementation of the Company’s overall
strategy and business plan;
• proposing changes to the Company’s overall strategy and
business plan;
• putting in place internal controls;
• preparing and presenting the financial statements of the
Company;
• balanced and intelligible assessment of the financial
situation of the Company; and
• providing the Board of Directors in a timely manner with all
the information necessary for it to fulfil his duties.
The CEO reports to the Board of Directors on the fulfilment of
his duties.
7.2 DEROGATIONS FROM THE 2020 CODE
CONCERNING THE EXECUTIVE COMMITTEE
The Board of Directors, on the recommendation of the Remu-
neration Committee, has decided not to set a minimum amount
of Company shares to be held by the CEO and the other mem-
bers of the Executive Committee (Principle 7.9 of the 2020 Code).
The Company considers they are sufficiently exposed to fluctu-
ations in the Company’s stock market price through the stock
options offered to them, especially in view of the fact that the
CEO and the other members of the Executive Committee are
not contractually authorised to exercise these stock options
during the first three years following the grant date and that,
for Belgian residents, tax is payable on these options at the time
of acceptance. The number of stock options held by members
of the Executive Committee at the beginning and at the end of
the financial year 2023 are set out in point 3.2 of the Remuner-
ation report.
The Company does not have the right to recover variable remu-
neration paid to members of the Executive Committee (Principle
7.12 of the 2020 Code). However, as indicated in the Remunera-
tion policy, both the terms and conditions governing the PSUs
and the Regulation relating to the stock options provide for the
loss of future economic benefits in certain circumstances such
as serious negligence or wilful or serious misconduct.
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8. Statutory conflicts of interest
at the Board of Directors
In accordance with Articles 7:96 and 7:97 of the BCAC, Board
members have a duty to avoid any act which may conflict with
the interests of the Company and its shareholders. They are
required to inform the Chair of the Board of Directors immedi-
ately of any possible occurrence of such a conflict of interest. The
rules on preventing conflicts of interest are described in more
detail in the Internal rules of procedure of the Board.
The Directors did not have to deal with any conflicts of interest
during the past financial year. Consequently, Articles 7:96 and
7:97 of the BCAC have not been applied in 2023.
9. Conduct policies
Sofina conducts its activities in accordance with ethical rules
and applicable laws and regulations. To this end, the Company
has adopted several instruments setting out its governance and
the rules of conduct such as:
• the Corporate Governance Charter, which defines the govern-
ance structure of the Company and the role of its governance
bodies;
• the Code of Conduct, which sets out the standards of conduct
for all employees and Board members of Sofina;
• the Sofina Dealing Code, which aims at preventing insider
dealing, unlawful disclosure of inside information and market
manipulation at Sofina level and the level of its portfolio
companies.
Sofina’s conduct policies as well as their implementation are
further set out in the ESG section of this Annual report.
10. Internal control and
risk management
The way Sofina deals with internal control and risk management
is defined by its corporate culture described hereabove. Sofina’s
corporate culture, as described above, is reflected in several
instruments. The Corporate Governance Charter and the Code
of Conduct are particularly relevant to understand the general
approach taken towards internal control and risk management
as these instruments define the role of the Company’s govern-
ance bodies as well as the checks and balances put in place. The
Code of Conduct further sets out the standards of conduct for all
employees and Board members of Sofina and clearly highlights
the importance for these addressees to act with integrity and
apply the highest compliance standards.
The Audit Committee is responsible for monitoring the internal
audit, the systems of internal control and risk management,
and for establishing an independent internal audit function
with resources and skills adapted to the Company’s nature, size
and complexity.
10.1 INTERNAL CONTROL ENVIRONMENT
The organisation of internal control and risk management func-
tion is adapted to the specific features of Sofina’s investment
activity, which is mainly aimed at acquiring long-term minority
stakes in companies located in different geographical areas
(mainly Europe, the United States and Asia) and operating in
various sectors. Each of these companies has its own internal
control and risk management policy. Sofina’s internal control
environment is based primarily on dialogue and the constant
exchange of information between members of the personnel.
As such, Sofina does not have a separate internal audit function,
but appoints external consultants to carry out internal audit
work on the basis of the internal audit programme drawn up
on the recommendation of the Group Business Controller and
approved by the Audit Committee. On the whole, the Board of
Directors and the Audit Committee consider that this situation
is appropriate to the nature, size of the Company and its employ-
ees, and to the degree of complexity of the organisation.
10.2 RISK MANAGEMENT
Sofina has implemented a risk management process that
applies to all members of the personnel. This process, approved
by the Board of Directors on the recommendation of the Audit
Committee, aims to define the control environment and to
identify risks, i.e. events that may affect the intrinsic value of the
Company in the immediate or longer term.
This risk management process defines how these risks are man-
aged in order to align the risk appetite with the Company’s
objectives in terms of strategy, operations, reliability of financial
information or compliance with applicable laws and regulations,
and how this process is monitored internally. This process has
been extended in the form of a risk matrix which is presented
hereinafter.
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RISK MATRIX
Sofina developed a risk
matrix, in collaboration with the manage
-
ment and the Audit Committee and reviewed it in 2022. The risk
matrix applies to all the sectors, investment styles and geographic
regions in which Sofina operates. It identifies the main risks to
which the Sofina group is exposed (strategic, investment, financial
market, operational, regulatory, tax and legal risks) and assesses
their impact (per sub-risk).
The outcome of the risk matrix is obtained by evaluating the risk
factors and assigning numerical values, based on the perceived
likelihood of their occurrence (probability) and the expected mag-
nitude of their negative impact (impact). These values have then
been classified according to their perceived level of importance,
such as very high, high, medium, and low. One should bear in
mind that such outcome is subjective and can vary between
organisations. Different organisations may assign different values
to the same risk factors depending on their unique circumstances
and priorities.
F7
F5
O3
S3 O4
O6
F3
I3
S4
F6
I2
F4
O5
F2O2
F1
S2
S1
S6
S5
I1
L1
O1
S7
L2
Probability
Impact
Low Medium High Very high
I4
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Strategic risk
Refers to risk factors that are related to Sofina's strategic decisions such as its positioning in its market, the construction of its diversified portfolio, as well as the conditions necessary to successfully implement its strategy.
RISKS LINKED TO STRATEGIC CHOICES
S1.
Risk of relevance of the strategy Risk that the strategy is not relevant (i) with respect to flawed positioning in the market or choice of target sectors and geographies; (ii) as a result of unsuccessful efforts
to accentuate Sofina's differentiating factors or an insufficiently diversified portfolio; or (iii) as a result of changes in the global geopolitical, economic and climatic context
undermining the premise of Sofina’s strategy.
S2.
Risk of increased competition Risk of increased competition in Sofina’s core markets, leading to fewer accessible investment opportunities and/or Sofina having to accept higher valuations to secure
transactions leading to lower returns on investment.
S3.
Risk of differing strategic visions Risk of misalignment between the different decision-making bodies of Sofina leading to deadlock, ineffective execution of the strategy and internal disorganisation.
RISKS LINKED TO THE CONDITIONS NECESSARY FOR THE SUCCESS OF THE STRATEGY
S4.
Risk of access to long-term capital Risk of limited access to long-term capital, potentially instigating unplanned actions within the portfolio including premature divestments and/or reduced investment capacity.
S5.
Risk linked to talent Risk that Sofina fails to attract, hire and/or retain the necessary talent and build effective teams to implement its strategy.
S6.
Reputational risk Risk of damage to Sofina’s reputation as a result of (i) inadequate communication, (ii) investments in controversial sectors or in businesses which are ignorant of the negative
externalities they create, or (iii) direct or indirect activities of Sofina or its portfolio companies (including with respect to ESG matters) which impact Sofina’s ability to raise
capital, win opportunities and to implement its strategy.
S7.
Risk of portfolio concentration Risk that Sofina’s portfolio is not sufficiently diversified in terms of sectors, geographies or asset classes. This could have a negative impact on investment returns if Sofina
remains overexposed to underperforming sectors, geographies and asset classes, or if Sofina does not successfully identify growth opportunities and future trends.
Investment risk
RISK FACTORS THAT HAVE AN IMPACT ON THE EVOLUTION OF THE LONG-TERM VALUE OF SOFINA’S INVESTMENTS
I1.
Risk related to the selection of an
investment opportunity
Risk of flawed parameters being used to assess investment opportunities (strategic positioning, market growth, profitability, ESG factors, leadership assessment etc.) resulting
in potential mispricing of investments or poor decision-making.
I2.
Post-investment risk Risk linked to specific events (internal or external) which were not identified in due diligence or which occurred only after Sofina’s investment, which negatively affect the
business and/or operations of a portfolio company giving rise to non-performance.
I3.
Governance risk Risk linked to the governance of an investment and more specifically to Sofina’s ability to protect its investment as a minority shareholder.
I4.
Divestment risk Risk of not divesting an investment at the appropriate time resulting in Sofina failing to maximise profits or minimise losses in a given opportunity.
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Financial market risk
RISKS LINKED TO THE PREVAILING ECONOMIC AND FINANCIAL CONDITIONS HAVING AN IMPACT ON THE PORTFOLIO OF SOFINA OR ON ITS OWN FINANCIAL
POSITION
F1.
Macro-economic risk Risk linked to macroeconomic factors (such as inflation, growth rates, monetary policies, energy costs) impacting Sofina’s investments and the valuation of Sofina’s portfolio.
F2.
Stock market risk Risk of stock market fluctuations impacting the valuation of Sofina’s portfolio and leading to volatility in the cost of capital.
F3.
Climate change risk Risk linked to the impact of climate change on the business model of Sofina’s portfolio companies and their valuations.
F4.
Foreign exchange risk Risk related to the fluctuations in currencies which Sofina is exposed to, which have an impact on the value of Sofina’s investments and on Sofina’s own cash holdings.
F5.
Counterparty risk Risk linked to potential defaults by Sofina’s counterparties or the counterparties of its portfolio companies such as debt providers.
F6.
Interest rate risk Risk linked to changes in interest rates generating variability in the valuation of Sofina’s portfolio or an increase of its own financing cost.
F7.
Risk of using derivative instruments Risk related to cash flows due to an inappropriate use by Sofina of derivative instruments to cover certain risks.
Operational risk
RISKS THAT WOULD IMPAIR SOFINA’S ABILITY TO CARRY OUT ITS ACTIVITIES OR HAVE AN IMPACT ON THE VALUE OF ITS PORTFOLIO
O1.
Cash flow and liquidity risk Risk of insufficient liquidity and/or inadequate cash planning which may lead to insufficient cash for investment activities, dividends distribution or day-to-day operations.
O2.
Risk linked to financial and non-financial
information
Risk linked to the reporting process of financial and non-financial information (complete, reliable and relevant) and in particular the risk related to the valuation process.
O3.
Continuity risk Risk resulting from Sofina’s inability to respond to a force majeure event (e.g. pandemic, fire, climate event, earthquake), excluding cybersecurity risk.
O4.
Representation risk Risk of non-compliance with the delegations of authority and signatory powers, leading to Sofina entering into invalid or unauthorised transactions.
O5.
Cybersecurity risk Risk resulting from the occurrence of a cyberattack on Sofina’s IT systems and infrastructure.
O6.
Risk of fraud Risk of fraud or other actions by bad actors on Sofina.
Regulatory, tax and legal risk
RISKS RESULTING FROM THE REGULATORY, TAX AND LEGAL ENVIRONMENT AS WELL AS FROM OUR CONTRACTUAL OBLIGATIONS
L1.
Regulatory risk Risk related to the changes in the regulatory, tax and legal framework (including ESG).
L2.
Risk of litigation and breach Risk related to litigation or investigation resulting from non-compliance with laws and regulations or breach of contractual undertakings.
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Corporate governance
• Corporate governance
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• Remuneration report
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REMUNERATION REPORT
1 https://www.sofinagroup.com/wp-content/uploads/2021/05/sofina-remuneration-policy-en.pdf
2 In accordance with Article 36, §3 of the articles of association of Sofina, section 3 of the Internal rules of procedure of the Board of Directors and the Remuneration policy.
This Remuneration report is provided in accordance with the provisions of the 2020 Belgian Code
on Corporate Governance (the “2020 Code”) and Article 3:6, §3 of the Belgian Companies and
Associations Code (the “BCAC”). It forms an integral part of the Corporate governance statement
contained in this Annual report.
It provides an overview of the remuneration and benefits, regardless of their form, granted in
respect of the financial year 2023 to each of the non-executive Directors, the CEO and the other
members of the Executive Committee. It sets out the main principles of the current Remuneration
policy
1
and how they have been applied during the year. There have been no deviations from the
current Remuneration policy approved by the Annual General Meeting on 5 May 2022.
All monetary amounts in this Remuneration report are gross figures, i.e. they include any taxes or
contributions borne by the beneficiaries of the remunerations, but not any taxes or contributions
borne by the Company.
1. Year in overview
At 31 December 2023, Sofina’s Net Asset Value, its key performance indicator, amounts to EUR
9.1 billion. It is 2.5% lower than at 31 December 2022. The Average annual return over the past four
years amounts to 5.9% and underperforms the MSCI All Country World Index (the “MSCI ACWI”)
in EUR over the same period by 2.8%.
During the financial year, Sofina's share price slightly increased whilst its NAV remained relatively
stable despite a volatile economic environment. This is reflected in the fact that the share price
shifted from a 26% discount to NAV at the end of 2022 to a 18% discount at the end of 2023.
For more information about the Company’s overall performance and activities during 2023, please
refer to the Year in review section of this Annual report. Comparative information on remuneration
changes and the Company’s performance is provided in the last section of this Remuneration
report.
2. Remuneration of Board members
2.1 PRINCIPLES
The statutory remuneration of the non-executive Directors is determined, as a lump-sum fee,
by reference to a percentage of the net dividends distributed for the period, set by the articles
of association at 3% since 2011
2
. The remuneration of the non-executive Directors is therefore not
directly linked to the performance of the Company.
Each Director is entitled to an equal share of the directors’ fees, with the exception of the Chair
and Vice-Chair who respectively receive a double fee and a one-and-a-half-time fee. The CEO is
not entitled to a share in the directors’ fees. The honorary Directors are not remunerated unless
otherwise decided by the Board of Directors on the recommendation of the Remuneration Com-
mittee. No honorary Director has been granted any remuneration thus far.
The members of Committees of the Board (except the CEO) are entitled to attendance fees in
addition to their directors’ fees. These fees amount to EUR 3,500 per meeting for the chair of a
Committee and EUR 2,500 per meeting for the other members of a Committee. The attendance
fees allocated to the chair and members of the Committees are deducted first from the total
amount of directors’ fees to be allocated to the non-executive Directors.
The non-executive Directors do not receive any remuneration other than the directors’ fees and
the fees for attending the meetings of the Committees (as described above), except the Chair
who receives an additional annual fixed remuneration of EUR 150,000. This amount has not been
reviewed since it was introduced in 2014. Non-executive Directors may be reimbursed for expenses
incurred for attending the meetings of the Board of Directors and its Committees. Non-executive
Directors are not entitled to and do not receive any Sofina stock options.
As indicated in the Corporate governance statement, the Board of Directors has chosen not to pay
all or part of the remuneration of the non-executive Directors in Company shares (Principle 7.6 of
the 2020 Code). However, on the recommendation of the Remuneration Committee, the Board has
invited the non-executive Directors to acquire, as of 2021, a number of Sofina shares representing
the gross equivalent of one year of directors’ fees. These shares should be kept for at least one year
after the non-executive Director has left the Board and for at least three years after their acquisition.
The Company believes that the introduction of this mechanism for acquiring Sofina shares on a
voluntary basis meets the objective sought by the 2020 Code of aligning the financial interests of
non-executive Directors with those of shareholders without, however, obliging them to do so. In
addition, this avoids tax inequalities between different Directors on the basis of their country of
residence. At 31 December 2023, half of the twelve non-executive Directors held Sofina shares. As
indicated in the Corporate governance statement, the Directors who did not respond positively
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to the invitation to acquire these shares indicated that this was justified either because they are
related to the Reference Shareholder, because they have been recently appointed, or for reasons
of internal compliance with regard to their professional occupations or external appointments.
2.2 REMUNERATION OF THE FINANCIAL YEAR
The amounts indicated in the following table relate to the directors’ fees and attendance fees
attributed to Directors during the relevant financial year. These gross amounts are subject to
social security charges and income tax. Since this remuneration is determined with reference
to a percentage of the net dividends distributed for the period and this amount will be final on
17 May 2024 only, the amounts mentioned below for 2023 are subject to change (expected to be
immaterial)
1
.
1 Since the treasury shares are not entitled to a dividend, the total dividends distributed depend on the number of treasury shares held by Sofina SA on 17 May 2024 (i.e. the trading day before the ex-date). As at that date, the Board
of Directors will record the final amount of dividends distributed as well as the resulting changes to the director’s fees in the statutory financial statements. For the purposes of this Remuneration report, the table shows the gross
remuneration considering the number of treasury shares held by Sofina SA at 31 December 2023.
in EUR 2023 2022
Harold Boël (CEO) - -
Nicolas Boël
164,753
152,623
Laura Cioli
167,253
157,623
Laurent de Meeûs d’Argenteuil
157,253
147,623
Jacques Emsens *
52,965
152,623
Felix Goblet d’Alviella **
104,288
-
Dominique Lancksweert (Chair) ***
307,005
292,747
Anja Langenbucher
176,253
164,123
Robert Peugeot *
53,965
153,124
Analjit Singh
****
-
48,453
Michèle Sioen
163,753
153,124
Catherine Soubie
169,753
154,624
Charlotte Strömberg (Vice-Chair)
242,129
231,435
Leslie Teo ** 99,288
-
Rajeev Vasudeva
**
99,288
-
Guy Verhofstadt
*
52,965
155,124
Gwill York
164,753
152,623
TOTAL
2,175,664
2,115,869
* Until the Annual General Meeting held in May 2023.
** As from the Annual General Meeting held in May 2023.
*** This remuneration does not include the Chair’s fixed annual remuneration of EUR 150,000.
**** Until the Annual General Meeting held in May 2022.
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3. Remuneration of the CEO and the other
members of the Executive Committee
3.1 PRINCIPLES
In accordance with the Remuneration policy, the remuneration of the CEO and the other members
of the Executive Committee is composed of a fixed remuneration, a variable remuneration and a
pension commitment described in more details below.
Fixed remuneration
The fixed remuneration is composed of:
• a base salary: the base salary of the CEO is indexed annually on the basis of the consumer
prices index and the base salary of the other members of the Executive Committee is indexed
on the basis of the health index (moving average);
• board fees received by the CEO and other members of the Executive Committee in their
capacity as board member of subsidiaries of the Company (if any); and
• other benefits which include contributions to death and disability insurance, hospitalisation
and healthcare insurance, company car and mobility benefits, compensation for untaken
leave, contributions to the cost of communication tools, as well as meal and gift vouchers (see
point 2.2.4 of the Remuneration policy).
Members of the Executive Committee resident abroad also receive housing, education and trans-
port allowances as appropriate.
Variable gross remuneration
The variable gross remuneration is composed of the Long-term incentive plan (the “LTIP”), stock
options (“SOP”) and a collective bonus.
Long-term incentive plan
The LTIP is described in point 2.2.2. of the Remuneration policy. It currently applies to the CEO, the
other members of the Executive Committee, the Management Group
1
and other members of
the Sofina group personnel. It aims to share with its beneficiaries the creation of long-term value
above and beyond the performance of the market indexes and thereby strengthen the alignment
between its beneficiaries and the Company’s shareholders.
Every year, PSUs having a four-year vesting period are offered to the CEO and the other members
of the Executive Committee. The share of the CEO and the other members of the Executive Com-
mittee in the offered PSUs remains stable from one year to another. The number of PSUs offered
is determined to ensure that the total cash pool that would be paid out in case of vesting of these
1 The Management Group refers to the members of the Investment, Tax & Legal, Human Resources and Corporate Services teams, who qualify as (senior) managers within the Sofina group.
PSUs is approximately one quarter of 5% of the value created at the level of the NAV exceeding
the performance of the MSCI ACWI.
Accepted PSUs shall fully vest provided that, according to the performance test carried out at the
expiry of the relevant four-year period, the performance of the NAV per share (“NAVPS“) less an
amount equal to two years’ gross dividends (the ANAVPS, as defined in more detail in the Glossary)
over the four-year cohort exceeds the performance of the MSCI ACWI by 4% on a yearly basis.
The number of PSUs vesting is determined at the end of the four-year period based on the result
of a performance test carried out for the same period and further described in point 2.2.2 of the
Remuneration policy. The cash consideration paid under the LTIP will depend on the number of
PSUs that have been accepted and have vested.
The calculation method used to determine the cash consideration under the LTIP is described in
point 2.2.2 of the Remuneration policy.
Stock option plan
Every year, a certain number of stock options are offered to the CEO and to the other members
of the Executive Committee. Stock options can also be offered to the Management Group and to
certain other members of the Sofina group personnel. The number of options offered remains
stable from one year to the other. These options are allocated among all the beneficiaries of the
stock options in line with their level of seniority in the organisation on the basis of a total theoret-
ical envelope recommended by the Remuneration Committee. The aim of the stock options is to
reward the beneficiaries for their contribution to the value creation of the Company in the long
term and to strengthen the alignment between its beneficiaries and the Company’s shareholders.
Under these stock option plans, stock options may be exercised as from 1 January of the 4
th
cal-
endar year following the year of the offer until the day before the 5
th
anniversary of the day of the
offer, with a possible extension until the day before of the 10
th
anniversary of the day of the offer,
depending on the choice expressed by each beneficiary upon acceptance of the options. There is
no additional performance criterium for these stock options to vest.
In 2021, the Board of Directors approved ‘Switch’ stock option plans under which a number of
stock options were offered to certain members of the Executive Committee with a view to ensure
a dynamic rotation at the level of the Executive Committee, given that the terms of office of these
Executive Committee members are fixed. The Switch stock option plans are designed to ensure
a smooth transition for these members of the Executive Committee after they have contributed
to the Executive Committee for a certain period. These plans differ from the other stock option
plans as regards the strike period, as indicated in the table below. The number of options offered
under these plans vary depending on the year of appointment of the relevant member of the
Executive Committee.
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Any acceptance or exercise of stock options by a member of the Executive Committee is reported
in a declaration made by the relevant member of the Executive Committee to the FSMA, in appli-
cation of the legal requirements regarding managers’ transactions. The Executive Committee
members themselves are responsible for making this declaration.
Collective bonus
The collective bonus was introduced in application of collective agreements 90 and 90bis and
allocated to all employees upon attaining the collective goals. The CEO does not benefit from this
bonus due to his self-employed status.
Pension commitments
Since 2019, the CEO, the other members of the Executive Committee, the Management Group and
the majority of the personnel employed by the Company have benefited from a “cash balance”
pension plan, the principles of which are set out in more detail in the Remuneration policy.
The Company had also subscribed to a defined contribution pension plan for several years. The
savings built up under this plan are vested in the event of death or retirement.
In the event of the death of the CEO, other members of the Executive Committee or other mem-
bers of the personnel before the maturity date of the insurance contract or, if applicable, before
the early or deferred maturity date, their beneficiaries are entitled, among other things, to a capital
amounting to the savings built up with, depending on the beneficiary, a minimum of three or four
times the benchmark gross fixed annual remuneration of the deceased under the applicable plan.
The group insurance also covers the risk of disability.
Severance allowances, possible departure and claw back
As indicated in the Remuneration policy, no severance allowance whatsoever, whether contractual
or statutory, is provided for upon the expiry of the term of office of the non-executive Directors,
the CEO or the other members of the Executive Committee at the end of their employment con-
tract, whether this departure is voluntary, forced, premature or scheduled. The appropriate legal
provisions will therefore apply where necessary.
Notwithstanding Principle 7.12 of the 2020 Code and as set out in the Corporate governance state-
ment, the Company is not entitled to claw back the variable remuneration of the CEO and the
other members of the Executive Committee. However, both the terms and conditions of the PSUs
and the Regulation relating to the stock options provide for the loss of future economic profit in
the event of dismissal for serious misconduct.
3.2 REMUNERATION OF THE FINANCIAL YEAR
Overview of the total remuneration granted
REMUNERATION GRANTED BY SOFINA AND/OR ITS LUXEMBOURG OR SINGAPORE SUBSIDIARIES
TO THE CEO AND TO THE OTHER MEMBERS OF THE EXECUTIVE COMMITTEE
AMOUNTS (IN EUR)
CEO (INDIVIDUAL)
OTHER MEMBERS OF THE
EXECUTIVE COMMITTEE
(COLLECTIVE)
2023 2022 2023 2022
Base salary and board fees 604,649 * 604,649 3,327,242 2,881,441
Other benefits ** 31,181 31,076 416,243 183,311
Total fixed gross
remuneration
635,830 635,725 3,743,485 3,064,752
Long-term incentive plan
(“LTIP”) ***
0 0 0 0
Value of the stock options **** 496,234 531,148 2,494,901 2,693,530
Collective bonus 0 0 26,634 24,146
Total variable gross
remuneration
496,234 531,148 2,521,535 2,717,676
Pension commitments ***** 108,511 107,083 514,271 463,976
TOTAL 1,240,575 1,273,956 6,779,291 6,246,403
Proportion of fixed ****** and
variable
60.0% fixed /
40.0% variable
58.3% fixed /
41.7% variable
62.8% fixed /
37.2% variable
56.5% fixed /
43.5% variable
* The CEO has waived indexation of his base salary for the financial year 2023.
** This includes the departure holiday allowance of a retiring member of the Executive Committee.
*** Gross amount paid in cash to the CEO and the other members of the Executive Committee in the framework of the
cohort 2020-2023 of the LTIP in respect of the financial year 2023 and the amount paid in the framework of the cohort
2019-2022 in respect of the financial year 2022, as well as the holiday bonus on the variable remuneration relating to
these cohorts for the members of the Executive Committee based in Belgium, with the exception of the CEO.
**** Stock options are valued by applying their tax value as determined by Article 43 of the Law of 26 March 1999 on the 1998
Belgian action plan for employment. Subject to the application of the conditions laid down in the law, the tax value of a
stock option is equal to 9% of its strike price (that is the lower of the closing rate of the stock on the day before the offer
and the average closing price of the stock during the 30 days prior to the offer day) for an exercise period expiring the
day before the 5
th
anniversary of the offer of the options. This percentage is increased by 0.5% for each year of extension of
such exercise period (this period may not under any circumstances exceed ten years).
***** Corresponds to the premiums paid in the context of the pension commitments.
****** This includes the fixed gross remuneration as well as pension commitments.
The fixed and variable gross remunerations referred to above are subject to social security charges
and income taxes.
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Long-term incentive plan
Cohort 2020-2023
NUMBER OF PSU OFFERED TO THE CEO AND THE OTHER MEMBERS OF THE EXECUTIVE COMMITTEE AND
ACCEPTED BY THEM FOR THE COHORT 2020-2023
MEMBER OF THE EXECUTIVE COMMITTEE
MAXIMUM NUMBER
OF PSU *
TARGET NUMBER OF
PSU **
Harold Boël 6,207 992
Victor Casier 5,517 882
Xavier Coirbay 5,517 882
Wauthier de Bassompierre 5,517 882
François Gillet 5,517 882
Edward Koopman 5,517 882
Maxence Tombeur 4,472 756
Giulia Van Waeyenberge 4,472 756
* Number of PSUs that can vest for a beneficiary if the performance of the ANAVPS exceeds the performance of the
MSCI ACWI by 4% over the same four-year period.
** Approximately 15% of the Maximum Number of PSUs. If the performance of the ANAVPS exceeds the performance of
the MSCI ACWI during the same period by between 0% and 4%, the number of PSUs vested for a beneficiary will vary
on a linear basis between the Target Number of PSUs and the Maximum Number of PSUs allocated to this beneficiary.
PERFORMANCE TEST FOR THE COHORT 2020-2023
1
YEAR
ANAVPS (T-1)
(IN EUR)
GROSS
DIVIDEND FOR
THE FINANCIAL
YEAR (IN EUR)
ANAVPS (T)
(IN EUR)
PERFORMANCE
OF THE
ANAVPS
PERFORMANCE
OF THE MSCI
ACWI
2020 221.12 2.90 258.79 +18.4% +6.6%
2021 258.56 3.01 331.83 +29.7% +27.5%
2022 331.60 3.13 273.15 -16.8% -13.0%
2023 272.93 3.24 266.93 -1.0% +18.1%
ANNUALISED PERFORMANCE DURING
THE PERIOD 2020-2023
6.1% 8.7%
1 The performance test for the 2020-2023 cohort was carried out at the start of the financial year 2024 based on the performance of the ANAVPS over this reference period compared to the performance of the MSCI ACWI over the same
period. As explained in more detail in the Remuneration policy, the Company’s LTIP performance test was carried out against the evolution of the ANAVPS (i.e. NAV per share less an amount equal to two years’ gross dividends) to reflect the
impact of the applicable group policy of retaining an amount of cash on the balance sheet equal to two years’ gross dividends.
As in the previous year, none of the PSUs allocated to the CEO and the other members of the
Executive Committee for the 2020-2023 cohort vested. As indicated in the table under point 3.2,
no remuneration was therefore paid to the CEO and the other members of the Executive Com-
mittee under the LTIP.
Cohort 2023-2026
NUMBER OF PSU OFFERED TO THE CEO AND THE OTHER MEMBERS OF THE EXECUTIVE COMMITTEE AND
ACCEPTED BY THEM FOR THE COHORT 2023-2026
MEMBER OF THE EXECUTIVE
COMMITTEE
MAXIMUM NUMBER
OF PSU *
TARGET
NUMBER OF
PSU **
VESTING DATE
Harold Boël 5,569 836 31/12/2026
Victor Casier 4,950 743 31/12/2026
Xavier Coirbay 4,950 743 31/12/2026
Wauthier de Bassompierre 4,950 743 31/12/2026
François Gillet *** 0 0 -
Edward Koopman 4,950 743 31/12/2026
Maxence Tombeur 4,950 743 31/12/2026
Giulia Van Waeyenberge 4,950 743 31/12/2026
* Number of PSUs that can vest for a beneficiary if the performance of the ANAVPS exceeds the performance of the
MSCI ACWI by 4% over the same four-year period.
** Approximately 15% of the Maximum Number of PSUs. If the performance of the ANAVPS exceeds the performance
of the MSCI ACWI during the same period by between 0% and 4%, the number of PSUs vested for a beneficiary
will vary on a linear basis between the Target Number of PSUs and the Maximum Number of PSUs allocated to
this beneficiary.
*** No PSUs were offered to François Gillet for the cohort 2023-2026 since he retired on 31 December 2023.
The share of the CEO in the total PSUs for the 2023-2026 cohort amounts to 8.67%, while the share
of all of the other members of the Executive Committee amounts to 46.21%. The remaining PSUs
were (i) offered to the Management Group and to certain other members of personnel and (ii)
reserved for promotions and new recruitments.
These PSUs will not vest prior to 31 December 2026 and will only give entitlement to a cash payment
at the start of the financial year 2027 if the performance test on the cohort 2023-2026 is validated.
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The Maximum Number of PSUs offered to the CEO and the other members of the Executive Committee with
respect to the previous cohorts is as follows
1
:
• cohort 2021-2024: 31,863 PSUs (vesting upon validation of the performance test at 31 December 2024);
• cohort 2022-2025: 35,269 PSUs (vesting upon validation of the performance test at 31 December 2025).
Stock options
STOCK OPTIONS OF THE CEO AND OF THE OTHER MEMBERS OF THE EXECUTIVE COMMITTEE AT THE BEGINNING AND AT
THE END OF THE FINANCIAL YEAR 2023
CHANGES DURING THE YEAR SITUATION AT 31/12/2023 **
MEMBER OF
THE EXECUTIVE
COMMITTEE
BALANCE
AT
31/12/2022
SOP 2022
(GRANTED
IN 2023)
*
EXERCISED IN 2023
EXPIRED
IN 2023
VESTED UNVESTED TOTAL
NUMBER STRIKE DATE
STRIKE
PRICE (IN
EUR)
Harold Boël 118,000 22,000 - - - - 74,000 66,000 140,000
Victor Casier 44,000 11,000 - - - - 22,000 33,000 55,000
Xavier Coirbay 44,000 11,000 - - - - 22,000 33,000 55,000
Wauthier de
Bassompierre
52,000 22,000 - - - - 22,000 52,000 74,000
François Gillet 44,000 11,000 - - - - 22,000 33,000 55,000
Edward
Koopman
59,000 11,000 - - - - 37,000 33,000 70,000
Maxence
Tombeur
32,000 23,500 1,000 24/10/2023 128.95 - 3,500 51,000 54,500
Giulia Van
Waeyenberge
37,000 23,500 - - - - 9,500 51,000 60,500
* This column refers to the stock options offered in November 2022 and accepted by the members of the Executive Committee by the
end of the 60-day acceptance period, i.e. by 21 January 2023. The stock options accepted by that date are deemed granted on such
date.
** These columns refer to the stock options held by the members of the Executive Committee on 31 December 2023 and do not include
the stock options offered in November 2023 since these options were deemed to have been definitively granted on 29 January 2024
(i.e. 60 days after the date of the offer), i.e. after the end of the financial year 2023. For more details on these stock options offered
in November 2023 and deemed granted in January 2024, see below the table on the stock options offered to the members of the
Executive Committee in 2023.
1 The PSUs offered to François Gillet have been deducted as these PSUs became void upon his retirement.
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Under the 2023 stock option plans, a total of 212,870 options were offered to members of the
Executive Committee, other members of the Management Group and certain other members
of the Sofina group personnel. These options were offered on 30 November 2023 and the 60-day
period to accept them elapsed on 29 January 2024. The options accepted by the beneficiaries are
deemed granted on 29 January 2024.
MEMBER OF
THE EXECUTIVE
COMMITTEE
NUMBER OFFER DATE
1
ST
STRIKE
DATE
MATURITY
DATE
STRIKE PRICE
(IN EUR)
Harold Boël (CEO) 22,000 30/11/2023 01/01/2027 29/11/2033 196.14
Victor Casier 11,000 * 30/11/2023 01/01/2027 29/11/2033 196.14
Xavier Coirbay 11,000 30/11/2023 01/01/2027 29/11/2033 196.14
Wauthier de
Bassompierre
11,000 30/11/2023 01/01/2027 29/11/2030 196.14
11,000 * 30/11/2023 01/01/2027 29/11/2031 196.14
François Gillet 11,000 30/11/2023 01/01/2027 29/11/2033 196.14
Edward Koopman 11,000 30/11/2023 01/01/2027 29/11/2033 196.14
Maxence Tombeur
11,000 30/11/2023 01/01/2027 29/11/2033 196.14
12,500 * 30/11/2023 01/01/2032 29/11/2033 196.14
Giulia Van
Waeyenberge
11,000 30/11/2023 01/01/2027 29/11/2033 196.14
12,500 * 30/11/2023 01/01/2032 29/11/2033 196.14
* Stock options relating to the Switch stock option plans.
No member of the Executive Committee was offered stocks or rights to acquire stocks other than
these Sofina stock options offered in application of the Law of 26 March 1999.
As shown in the table under point 3.2 above, the value of the stock options offered during the
financial year 2023 is lower than the value of the options offered during the financial year 2022 as
a result of the decrease of Sofina’s share price in 2023, which determines the stock option strike
price and therefore its tax value.
4. Comparative information on remuneration
changes and the performance of the Company
2019 2020 2021 2022 2023
REMUNERATION OF THE NON-EXECUTIVE DIRECTORS
Average total remuneration
(in EUR)
141,511 146,419 161,912 174,256 155,044
Annual variation vs. y-1 +11.6% +3.5% +10.6% +7.6% -11.0%
REMUNERATION OF THE CEO
Total remuneration (in EUR) 2,134,348 3,218,878 4,092,716 1,273,956 1,240,575
Annual variation vs. y-1 -15.4% +50.8% +27.1% -68.9% -2.6%
REMUNERATION OF THE OTHER MEMBERS OF THE EXECUTIVE COMMITTEE
Average total remuneration
(in EUR)
1,904,907 2,778,635 3,733,756 892,343 968,470
Annual variation vs. y-1 -13.3% +45.9% +34.4% -76.1% +8.5%
SOFINA’S PERFORMANCE MEASURES
NAVPS
* (in EUR) 226.92 264.59 337.86 279.41 273.62
Average annual return 18.4% 18.0% 29.0% -16.5% -0.9%
AVERAGE REMUNERATION OF EMPLOYEES ON A FULL-TIME EQUIVALENT BASIS
Average total remuneration
(in EUR)
240,871 296,301 330,301 172,050 183,608
Annual variation vs. y-1 +13.9% +23.0% +11.5% -47.9% +6.7%
* See Glossary at the end of the Annual report.
The total remuneration of the non-executive Directors is described in more detail in point 2.1.
of this Remuneration report. It primarily consists of director’s fees calculated by reference to the
amount of the net dividend and of fees for attending the meetings of the Committees. It is therefore
not directly linked to the performance of the Company. The changes in the average remuneration
of the non-executive Directors from one year to another can also be explained by changes in the
number of Directors.
The total remuneration of the CEO and the average total remuneration of the other members of
the Executive Committee comprises the remuneration as set out in point 3.2 of this Remuneration
report. It depends largely on the LTIP and on stock options valued at their tax value as indicated in
point 3.2. The most recent variation can be explained in particular by the decrease in the Sofina’s
share price which determines the stock option strike price and the lower NAV performance over
the reference period.
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The performance of the Sofina group is assessed against the performance of its NAVPS and its
Average annual return. This performance measurement is used in the context of the LTIP, ensuring
that the development of the variable remuneration granted to the management is aligned with
the development of the performance of the Sofina group.
Finally, the ratio between the highest remuneration of the Executive Committee on the one hand
and the lowest remuneration among the other employees of the Company on a full-time equiv-
alent basis is 1:20 for the financial year.
The average remuneration of employees on a full-time equivalent basis comprises the remu-
neration of the employees of the Company who are not members of the Executive Committee. It
is composed of a base salary (indexed annually), pension commitments and other benefits. The
variable remuneration of such employees also includes a discretionary annual bonus, any cash
amount due under the LTIP for the reference period expiring in that year, and the tax value of the
stock options offered during that year and granted
1
. A collective bonus may also be granted to all
employees of the Company in application of collective agreements 90 and 90bis, as described in
point 2.2.2. of the Remuneration policy.
The average total remuneration of the employees of the Company for a given year, the compo-
nents of which are described in more detail in the paragraph above, is calculated based on the
total remuneration given to these employees during that year.
This calculation takes account of the Company’s employees apart from the CEO and the other
members of the Executive Committee and does not include trainees. The time-credit systems and
parental leaves are considered to be a full-time occupation, and part-time work is considered to
be a part-time occupation. The total result is expressed in full-time equivalents.
1 As from 2023, the pool of beneficiaries of stock options has been increased.
As indicated above, the LTIP and the value of the stock options impact significantly the change of
this average remuneration from year to year.
The highest remuneration of the Executive Committee is the remuneration of the CEO as described
in point 3.2 of this Remuneration report. The lowest remuneration among the other employees of
the Company on a full-time equivalent basis includes the remuneration components as described
in this paragraph and is calculated using the same methodology.
In accordance with Article 7:149 of the BCAC, the Annual General Meeting to be held on 8 May
2024 will be invited to approve this Remuneration report in a separate vote.
The Remuneration policy was approved at the Annual General Meeting held on 5 May 2022 by a
majority of 97.86% of the votes cast and the Remuneration report for the financial year 2022 was
approved at the Annual General Meeting held on 4 May 2023 by a majority of 98.28% of the votes
cast.
An amended version of the Remuneration policy reflecting adaptation proposals to the existing
LTIP will be submitted for approval to the Annual General Meeting of 8 May 2024 in accordance
with Principle 7.3 of the 2020 Code and article 7:89/1, §3 of the BCAC. The proposed changes to
the LTIP consist in adding vesting criteria for part of the PSUs and providing for transition cohorts.
The proposed amendments to the Remuneration policy will be made available on the Company's
website prior to the Annual General Meeting.
Accounts and notes
Consolidated financial statements with notes
and independent auditor’s report
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ANNUAL REPORT 2023
86
SOFINA
CONSOLIDATED FINANCIAL STATEMENTS
AS AT 31 DECEMBER 2023
Sofina meets the conditions for Investment Entity status under IFRS 10, §27, which requires that
investment subsidiaries should not be consolidated and that direct subsidiaries of a company that
qualifies as an Investment Entity should be recorded at fair value in the consolidated financial
statements, including the fair value of their equity investments and their other assets and liabilities.
Consolidated balance sheet
IN THOUSAND EUR
ASSETS
NOTES 31/12/2023 31/12/2022
Non-current assets 8,619,370 8,549,094
(In)tangible assets 8,926 9,111
Investment portfolio 3.1 8,610,444 8,539,983
Investments 8,548,378 8,538,603
Receivables 62,066 1,380
Deferred tax assets 3.14 0 0
Current assets 1,223,563 1,648,741
Deposits and other current financial assets 3.3 527,970 436,686
Receivables from subsidiaries 3.9 495,153 823,998
Other current receivables 101 97
Taxes 1,997 2,474
Cash and cash equivalents 3.4 198,342 385,486
TOTAL ASSETS 9,842,933 10,197,835
IN THOUSAND EUR
LIABILITIES
NOTES 31/12/2023 31/12/2022
Shareholders' equity 9,083,431 9,313,329
Share capital 3.5 79,735 79,735
Share premium 4,420 4,420
Reserves 8,999,276 9,229,174
Non-current liabilities 697,017 697,825
Provisions for pensions 3.6 675 2,235
Other provisions 53 83
Non-current financial liabilities 3.7 696,289 695,507
Deferred tax liabilities 3.14 0 0
Current liabilities 62,485 186,681
Current financial liabilities 3.8 2,109 2,010
Payables to subsidiaries 3.9 55,980 175,634
Trade and other current payables 3.8 4,396 9,037
Taxes 0 0
TOTAL LIABILITIES 9,842,933 10,197,835
SOFINA ANNUAL REPORT 2023
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Consolidated income statement
IN THOUSAND EUR
NOTES 2023 2022
Dividend income 377,457 48,138
Interest income 3.10 29,598 9,857
Interest expenses 3.10 −8,642 −8,183
Net result of the investment portfolio 3.1 & 3.11 −488,083 −1,878,051
Investments −473,377 −1,878,051
Gains 277,825 97,153
Losses −751,202 −1,975,204
Receivables −14,706 0
Gains 0 0
Losses −14,706 0
Other financial results 3.12 20,589 −6,246
Other income 5,432 6,669
Other expenses 3.13 −40,610 −45,266
RESULT BEFORE TAX −104,259 −1,873,082
Taxes 3.14 −8 1,556
RESULT FOR THE YEAR −104,267 −1,871,526
SHARE OF THE GROUP IN THE RESULT −104,267 −1,871,526
Net result per share (EUR)
1
−3.1245 −55.8485
Diluted net result per share (EUR)
2
−3.0774 −55.3157
Consolidated statement of comprehensive income
IN THOUSAND EUR
NOTES 2023 2022
RESULT FOR THE YEAR −104,267 −1,871,526
OTHER COMPREHENSIVE INCOME
3
Other items 0 0
Income and expenses recognised directly
in shareholders' equity and subsequently
reclassified to net revenue
Actuarial gains and losses on pension obligations 3.6 660 2,457
Income and expenses recognised directly in
shareholders' equity and subsequently not
reclassified to net revenue
TOTAL OTHER COMPREHENSIVE INCOME
3
TOTAL RECOGNISED INCOME AND EXPENSES
(COMPREHENSIVE INCOME)
−103,607 −1,869,069
Attributable to non-controlling interests 0 0
Attributable to shareholders of the parent
company
−103,607 −1,869,069
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Changes in the consolidated shareholders’ equity
IN THOUSAND EUR
NOTES SHARE CAPITAL SHARE PREMIUM RESERVES TREASURY SHARES GROUP'S SHARE
NON-CONTROLLING
INTEREST
TOTAL
BALANCE AS AT 31/12/2021 79,735 4,420 11,489,863 −219,677 11,354,341 0 11,354,341
Result for the year −1,871,526 −1,871,526 −1,871,526
Other comprehensive income 2,457 2,457 2,457
Dividends −107,154 −107,154 −107,154
Changes in treasury shares 2,028 −72,719 −70,691 −70,691
Other 5,902 5,902 5,902
Changes in non-controlling interests 0 0
BALANCE AS AT 31/12/2022 79,735 4,420 9,521,570 −292,396 9,313,329 0 9,313,329
Result for the year −104,267 −104,267 −104,267
Other comprehensive income 660 660 660
Dividends 3.5 −108,023 −108,023 −108,023
Changes in treasury shares −391 −26,221 −26,612 −26,612
Other 8,344 8,344 8,344
Changes in non-controlling interest 0 0
BALANCE AS AT 31/12/2023 79,735 4,420 9,317,893 −318,617 9,083,431 0 9,083,431
SOFINA ANNUAL REPORT 2023
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Consolidated cash flow statement
IN THOUSAND EUR
NOTES 2023 2022
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 3.4 385,486 140,742
Dividend income 223,722
Interest income 29,296
Interest expenses −7,860
−7,188
Acquisitions of current financial assets (deposits of more than 3 months) 0
Disposals of current financial assets (deposits of more than 3 months) 0
Acquisitions of current financial assets (treasury investment portfolio) −145,800
−325,000
Disposals of current financial assets (treasury investment portfolio) 85,008
Acquisitions of other current financial assets −1,517
−1,169
Disposals of other current financial assets 0
Other current receipts 8,244
Administrative expenses and miscellaneous −34,114
−55,058
Net taxes −7
Cash flow from operating activities 156,972 294,161
Acquisitions of (in)tangible assets −440 −129
Disposals of (in)tangible assets 6 0
Disposals of consolidated companies 0 0
Investments in portfolio 3.1 −719,268 −46,834
Divestments from portfolio 3.1 & 3.11 205,599 15,044
Movements in other non-current assets 0 0
Cash flow from investing activities −514,103 −31,919
Acquisitions of treasury shares −28,540 −76,069
Disposals of treasury shares 1,928 3,109
Dividends paid 3.5 −108,030 −104,885
Movements in receivables from subsidiaries 479,804 −14,828
Movements in payables to subsidiaries −175,175 175,175
Receipts from financial liabilities 0 0
Repayments of financial liabilities
Cash flow from financing activities 169,987 −17,498
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 3.4 198,342 385,486
For Sofina, the primary revenue generator is the evolution of the NAV (a non-mon-
etary item that appears in the income statement but not in the consolidated
cash flow statement). In this context, cash flows related to portfolio investments
and divestments, which are not revenue generators, are considered to be part of
It should be remembered that the management cash flow statement (in transpar-
ency) is available in point 2.1 of the Notes to the consolidated financial statements.
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NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
The notes to the consolidated financial statements are grouped in three sections, providing the
following information:
1. Statement of compliance and accounting policies – includes the statement of compliance,
accounting policies and significant changes.
2. Key management information and segment reporting – includes segment information and
reconciliations to the financial statements as well as information on the portfolio in transparency
(as if the group were applying the consolidation principles).
3. Notes to the financial statements as an Investment Entity – includes the notes to the consol-
idated financial statements of Sofina as an Investment Entity.
1. Statement of compliance and
accounting principles
office at rue de l’Industrie, 31, 1040 Brussels .
The consolidated financial statements of the Sofina group as at 31 December 2023 were approved
by the Board of Directors held on 28 March 2024. They were prepared in accordance with IFRS
(International Financial Reporting Standards) as adopted in the European Union.
ACCOUNTING PRINCIPLES
The standards, amendments and interpretations published but not yet effective in 2023 have not
been adopted in advance by the Sofina group (see point 3.21 below).
The valuation and consolidation principles, methods and techniques used in these consolidated
financial statements are identical to those applied by the Sofina group when preparing the con-
solidated financial statements for the year ended 31 December 2022.
A summary of the main accounting policies is presented in point 3.21 below.
2. Key management information
and segment reporting
2.1 SEGMENT INFORMATION - RECONCILIATION WITH FINANCIAL
STATEMENTS
IFRS 8 on operating segments requires Sofina to present segments on the basis of reports pre-
sented to management for the purpose of making decisions about resources to be allocated to
each segment and assessing the performance of each segment.
Sofina SA is the parent company of the Sofina group. The investments in portfolio managed by
the group are held by the parent company, Sofina SA, either by owning shares directly in portfolio
investments or by investing in them through its investment subsidiaries. When preparing the
financial statements as an Investment Entity, the fair value of the shares held directly at the parent
company level (in portfolio investments or in investment subsidiaries) is recorded as an asset in
the balance sheet. By contrast, segment management information (based on internal reporting)
is prepared on the entire portfolio in transparency (i.e. on all portfolio investments wherever they
are held in the Sofina group legal structure), and thus on the basis of the total fair value of each
portfolio investment ultimately held in companies or in funds. The presentation of dividends or
cash flows follows the same logic.
To reconcile the items related to the group’s total portfolio with the financial statements, the
information is presented as follows:
• Total – which represents the total of the investment portfolio (the total of the three investment
styles covered by Sofina Direct and Sofina Private Funds) on the one hand and the items not
allocated to the investment styles (i.e. expenses and income or other balance sheet items not
monitored in a segmented way per investment style), whether they are recognised at the parent
company level or in the Sofina SA subsidiaries, on the other;
• Items for reconciliation with the financial statements – which represent the adjustments nec-
essary to reconcile the details per investment style (as used internally in the day-to-day manage-
ment of the Sofina group) with the consolidated financial statements under Investment Entity
status. These consist of reclassifications between both views of the portfolio (in transparency or
not), as explained in point 2.3 below;
• Financial statements – which represent the consolidated financial statements under the Invest-
ment Entity status.
The presentation of the comprehensive income and the balance sheet is aggregated as it appears
in the reports to management. Definitions of terms can be found in the Glossary at the end of
this Annual report.
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SITUATION AS AT 31 DECEMBER 2023
| IN THOUSAND EUR | |||||
| COMPREHENSIVE INCOME (2023) | SOFINA DIRECT | SOFINA PRIVATE FUNDS | TOTAL | RECONCILING ITEMS | FINANCIAL STATEMENTS |
| Dividends | 43,331 | 896 | 44,227 | 333,230 | 377,457 |
| Long-term minority investments | 43,331 | ||||
| Sofina Growth | 0 | ||||
| Net result of the investment portfolio | 55,531 | −131,583 | −76,052 | −412,031 | −488,083 |
| Long-term minority investments | 159,525 | ||||
| Sofina Growth | −103,994 | ||||
| Management expenses | −52,007 | 11,397 | −40,610 | ||
| Other 1 | −19,775 | 67,404 | 47,629 | ||
| Total comprehensive income | −103,607 | 0 | −103,607 |
| IN THOUSAND EUR | |||||
| BALANCE SHEET (31/12/2023) | SOFINA DIRECT | SOFINA PRIVATE FUNDS | TOTAL | RECONCILING ITEMS | FINANCIAL STATEMENTS |
| Investment portfolio | 4,739,235 | 4,189,006 | 8,928,241 | −317,797 | 8,610,444 |
| Long-term minority investments | 2,846,919 | ||||
| Sofina Growth | 1,892,316 | ||||
| Net cash | 197,301 | −180,991 | 16,310 | ||
| Gross cash | 893,590 | −180,991 | 712,599 | ||
| Financial liabilities | −696,289 | 0 | −696,289 | ||
| (In)tangible fixed assets | 10,223 | −1,297 | 8,926 | ||
| Other assets and liabilities 1 | −52,334 | 500,085 | 447,751 | ||
| NAV | 9,083,431 | 0 | 9,083,431 |
1 This includes the deferred tax liabilities (EUR 35.88 million in the comprehensive income representing a total amount of EUR 37.06 million in the liabilities) for the temporary tax differences recognised by some investment subsidiaries
between the carrying amount and the tax base of portfolio investments impacting their fair value recognised in Sofina SA’s investment portfolio. Moreover, there are accumulated profits within Sofina Private Funds which could become
taxable at a 25% tax rate in the theoretical scenario where the relevant investment subsidiaries holding such portfolio were to be liquidated and profit repatriated to Sofina SA, which will however not materialise in the current going-concern
context. Depending on the theoretical scenarios considered (such as a sale or a liquidation of Sofina Private Funds), 0% to 60% of the Net Asset Value of the investment subsidiaries holding Sofina Private Funds could become taxable at 25%.
However, this hypothetical tax has not been recognised because the trigger events are under the control of Sofina SA, and moreover not probable. Furthermore, the investment subsidiaries of Sofina SA do not recognise deferred tax assets
for tax losses carried forward because their recovery is not considered probable. Here also, since there is no deferred tax asset recognised by the investment subsidiaries in this respect, their fair value is not impacted.
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The management cash flow statement below provides cash flow information in transparency for all group subsidiaries.
| IN THOUSAND EUR | |||||
| MANAGEMENT CASH FLOW STATEMENT (2023) | SOFINA DIRECT | SOFINA PRIVATE FUNDS | TOTAL GROSS CASH | FINANCIAL LIABILITIES | TOTAL NET CASH |
| Net cash at the beginning of the year | 928,558 | −695,507 | 233,051 | ||
| Dividends 1 | 43,268 | 896 | 44,164 | 0 | 44,164 |
| Management expenses 2 | −46,690 | 0 | −46,690 | ||
| Investments in portfolio | −223,259 | −293,539 | −516,798 | 0 | −516,798 |
| Divestments from portfolio | 309,048 | 280,743 | 589,791 | 0 | 589,791 |
| Dividends paid | −108,030 | 0 | −108,030 | ||
| Other items | 2,595 | −782 | 1,813 | ||
| Repayment of financial liabilities | 0 | 0 | 0 | ||
| Net cash at the end of the year | 893,590 | −696,289 | 197,301 |
| IN THOUSAND EUR | |||||||||
| FAIR VALUE AT | INVESTMENTS 3 | DIVESTMENTS 3 AND REVENUES | MARKET | FAIR VALUE AT | VALUE CREATION | ||||
| INVESTMENT PORTFOLIO BRIDGE (2023) | 31/12/2022 | IMPACT | FX IMPACT | 31/12/2023 | % 4 | ||||
| CASH | NON-CASH 5 | CASH | NON-CASH 5 | ||||||
| Sofina Direct | 4,759,857 | 223,259 | 94,276 | −349,005 | −90,139 | 164,779 | −63,792 | 4,739,235 | 2% |
| Sofina Private Funds | 4,302,404 | 291,106 | 0 | −260,521 | −13,296 | 7,441 | −138,128 | 4,189,006 | −3% |
| Total Investment portfolio | 9,062,261 | 514,365 | 94,276 | −609,526 | −103,435 | 172,220 | −201,920 | 8,928,241 | 0% |
1 Difference compared with the dividends presented in the comprehensive income is mainly due to cut-offs between declaration and payment periods or to withholding taxes.
2 Difference compared with the management expenses presented in the comprehensive income is mainly due to the non-cash expenses of the stock option plans granted.
3 Net of intragroup transfers.
4 Fair value at the end of the year + Divestments and revenues of the year divided by Fair value at the beginning of the year + Investments of the year.
5 Mainly composed of a non-cash re-investments of an exit proceed, escrows and cut-offs (i.e. differences when the realisation of a transaction and its cash impact occur in two different financial years).
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SITUATION AS AT 31 DECEMBER 2022
| IN THOUSAND EUR | |||||
| COMPREHENSIVE INCOME (2022) | SOFINA DIRECT | SOFINA PRIVATE FUNDS | TOTAL | RECONCILING ITEMS | FINANCIAL STATEMENTS |
| Dividends | 46,549 | 6,149 | 52,698 | −4,560 | 48,138 |
| Long-term minority investments | 46,427 | ||||
| Sofina Growth | 122 | ||||
| Net result of the investment portfolio | −1,214,478 | −613,388 | −1,827,866 | −50,185 | −1,878,051 |
| Long-term minority investments | −835,315 | ||||
| Sofina Growth | −379,163 | ||||
| Management expenses | −73,433 | 28,167 | −45,266 | ||
| Other 1 | −20,468 | 26,578 | 6,110 | ||
| Total comprehensive income | −1,869,069 | 0 | −1,869,069 |
| IN THOUSAND EUR | |||||
| BALANCE SHEET (31/12/2022) | SOFINA DIRECT | SOFINA PRIVATE FUNDS | TOTAL | RECONCILING ITEMS | FINANCIAL STATEMENTS |
| Investment portfolio | 4,759,857 | 4,302,404 | 9,062,261 | -522,278 | 8,539,983 |
| Long-term minority investments | 2,797,444 | ||||
| Sofina Growth | 1,962,413 | ||||
| Net cash | 233,051 | -109,636 | 123,415 | ||
| Gross cash | 928,558 | -109,636 | 818,922 | ||
| Financial liabilities | −695,507 | 0 | -695,507 | ||
| (In)tangible fixed assets | 9,773 | -662 | 9,111 | ||
| Other assets and liabilities1 | 8,244 | 632,576 | 640,820 | ||
| NAV | 9,313,329 | 0 | 9,313,329 |
1 This includes the deferred tax liabilities (of EUR 1.18 million) for the temporary tax differences recognised by some investment subsidiaries between the carrying amount and the tax base of portfolio investments impacting their fair value
recognised in Sofina SA’s investment portfolio. Moreover, there are accumulated profits within Sofina Private Funds which could become taxable at a 25% tax rate in the theoretical scenario where the relevant investment subsidiaries
holding such portfolio were to be liquidated and profit repatriated to Sofina SA, which will however not materialise in the current going-concern context. Depending on the theoretical scenarios considered (such as a sale or a liquidation
of Sofina Private Funds), 0% to 60% of the Net Asset Value of the investment subsidiaries holding Sofina Private Funds could become taxable at 25%. However, this hypothetical tax has not been recognised because the trigger events are
under the control of Sofina SA, and moreover not probable. Furthermore, the investment subsidiaries of Sofina SA do not recognise deferred tax assets for tax losses carried forward because their recovery is not considered probable. Here
also, since there is no deferred tax asset recognised by the investment subsidiaries in this respect, their fair value is not impacted.
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The management cash flow statement below provides cash flow information in transparency for all group subsidiaries.
| IN THOUSAND EUR | |||||
| MANAGEMENT CASH FLOW STATEMENT (2022) | SOFINA DIRECT | SOFINA PRIVATE FUNDS | TOTAL GROSS CASH | FINANCIAL LIABILITIES | TOTAL NET CASH |
| Net cash at the beginning for the year | 1,048,594 | −729,512 | 319,082 | ||
| Dividends 1 | 46,630 | 6,148 | 52,778 | 52,778 | |
| Management expenses 2 | −92,210 | −92,210 | |||
| Investments in portfolio | −570,705 | −442,685 | −1,013,390 | −1,013,390 | |
| Divestments from portfolio | 399,408 | 774,564 | 1,173,972 | 1,173,972 | |
| Dividends paid | −104,885 | −104,885 | |||
| Other items | −101,301 | −995 | −102,296 | ||
| Repayment of financial liabilities | −35,000 | 35,000 | 0 | ||
| Net cash at the end of the year | 928,558 | −695,507 | 233,051 |
| IN THOUSAND EUR | |||||||||
| FAIR VALUE AT | INVESTMENTS3 | DIVESTMENTS3 AND REVENUES | MARKET | FAIR VALUE AT | |||||
| INVESTMENT PORTFOLIO BRIDGE (2022) | 31/12/2021 | IMPACT | FX IMPACT | 31/12/2022 | VALUE CREATION %4 | ||||
| CASH | NON-CASH5 | CASH | NON-CASH5 | ||||||
| Sofina Direct | 5,810,894 | 570,705 | 1,093 | −446,038 | −9,671 | −1,188,487 | 21,361 | 4,759,857 | −18% |
| Sofina Private Funds | 5,252,521 | 442,685 | 2,512 | −780,713 | −7,362 | −889,333 | 282,094 | 4,302,404 | −11% |
| Total Investment portfolio | 11,063,415 | 1,013,390 | 3,605 | −1,226,751 | −17,033 | −2,077,820 | 303,455 | 9,062,261 | −15% |
1 Difference compared with the dividends presented in the comprehensive income is mainly due to cut-offs between declaration and payment periods or to withholding taxes.
2 Difference compared with the management expenses presented in the comprehensive income is mainly due to the payment in the current year of the Long-Term Incentive Plan (LTIP) accrual of the previous year.
3 Net of intragroup transfers.
4 Fair value at the end of the year + Divestments and revenues of the year divided by Fair value at the beginning of the year + Investments of the year.
5 Mainly composed of escrows and cut-offs (i.e. differences when the realisation of a transaction and its cash impact occur in two different financial years).
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2.2 COMMENTS ON THE EVOLUTION OF THE PORTFOLIO IN TRANSPARENCY
The main movements in acquisitions and disposals relating to the Sofina Direct portfolio in the
year of 2023 (with a fair value in excess of EUR 10 million) concern the following financial assets:
| CORPORATE RIGHTS | ||
| % OWNERSHIP | % OWNERSHIP | |
| INVESTED 1 | SOLD 1 | |
| BA-K1 (Too Good To Go) | 89.24% | |
| Biobest Group | 8.59% | |
| Drylock Technologies | 2.91% | |
| Green E Origin | 24.51% | |
| SellerX | 25.96% | |
| Vinted | 0.61% | |
| Shenzhen Shuye Innovative Technology (Laifen) | 4.07% | |
| Appalachian Mountains (Aohua) | 0.00% | |
| Biotech Dental | 24.75% | |
| Colruyt Group | 1.53% | |
| Groupe Petit Forestier | 9.24% | |
| Honasa Consumer (Mamaearth) | 3.08% | |
| Kedaara Norfolk Holdings (Lenskart) | 0.00% | |
| TA Vogue Holdings (TCNS) | 0.00% | |
The main net movements of more than EUR 10 million relating to the Sofina Private Funds’ portfolio
in the year of 2023 concern investments in General Atlantic, Lightspeed and Sequoia funds, and
partial disposals of Iconiq and Sequoia funds.
The main Sofina Direct level 1
2
investments (with a fair value in excess of EUR 10 million) held by
the Sofina group as at 31 December 2023 are as follows:
| YEAR OF THE 1 ST | CORPORATE RIGHTS HELD | FAIR VALUE | ||
| INVESTMENT | NUMBER OF | % OWNERSHIP | (IN THOUSAND | |
| SHARES | EUR) | |||
| 1stdibs.com | 2015 | 2,613,568 | 6.71% | 11,069 |
| bioMérieux | 2009 | 2,282,513 | 1.93% | 229,621 |
| Colruyt Group | 1975 | 384,003 | 0.29% | 15,667 |
| GL events | 2012 | 2,369,434 | 7.90% | 46,488 |
| IHS Holding | 2014 | 3,467,574 | 1.05% | 14,435 |
| Luxempart | 1992 | 1,257,500 | 6.07% | 82,995 |
| SCR - Sibelco | 2005 | 6,968 | 1.48% | 43,202 |
| The Hut Group (THG) | 2016 | 115,542,400 | 8.29% | 113,222 |
1 Changes in undiluted ownership percentage as at 31 December 2023 due to new acquisitions and disposals during the year. In the case of Appalachian
Mountains (Aohua), Kedaara Norfolk Holdings (Lenskart) and TA Vogue Holdings (TCNS), these movements are distributions that did not involve a sale of shares,
and thus do not cause a change in the ownership percentage of the companies concerned.
2 For the definitions of levels, see point 2.3 below.
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The main Sofina Direct level 2 and level 3
1
investments (with a fair value in excess of EUR 10 million)
held by the Sofina group as at 31 December 2023 are as follows:
| YEAR OF | CORPORATE RIGHTS HELD | ||
| THE 1ST | NUMBER OF | % OWNERSHIP | |
| INVESTMENT | SHARES | ||
| B9 Beverages (Bira 91) | 2018 | 3,784,140 | 6.42% |
| Biobest Group | 2022 | 162,012 | 11.11% |
| Birdie Care Services | 2022 | 3,924,379 | 15.46% |
| Cambridge Associates | 2018 | 24,242 | 23.68% |
| Carebridge Holdings | 2016 | 15,347,479 | 3.58% |
| Cleo AI | 2022 | 4,237,499 | 12.50% |
| CoachHub | 2022 | 15,089 | 9.32% |
| Collibra | 2020 | 6,936,516 | 2.89% |
| Dreamplug Technologies (Cred) | 2021 | 57,596 | 1.95% |
| Drylock Technologies | 2019 | 169,782,750 | 25.00% |
| Everdrop | 2022 | 5,669 | 10.11% |
| GL events | 2012 | 2,398,623 | 8.00% |
| Grand Rounds (Included Health) | 2018 | 11,358,956 | 1.86% |
| Graphcore | 2018 | 11,131,375 | 2.73% |
| Grasper Global (Skillmatics) | 2022 | 379,198 | 10.34% |
| Green Agrevolution (DeHaat) | 2021 | 479,611 | 12.08% |
| Green E Origin | 2023 | 279,851 | 24.51% |
| Groupe Petit Forestier | 2007 | 976,838 | 33.62% |
| Hector Beverages | 2015 | 3,576,234 | 18.10% |
| Honasa Consumer (Mamaearth) | 2021 | 19,974,026 | 6.43% |
| K12 Techno Services | 2020 | 3,886,480 | 20.11% |
| Labster Group | 2022 | 2,870,989 | 4.47% |
| M.Chapoutier | 2007 | 3,124 | 14.20% |
| MedGenome | 2017 | 7,842,600 | 16.73% |
| Mérieux NutriSciences | 2014 | 43,278 | 15.45% |
| Moody E-Commerce Group | 2021 | 95,610 | 3.63% |
| Nuxe International | 2019 | 193,261,167 | 49.00% |
| Petkit Technology | 2021 | 10,746,355 | 5.06% |
| Pine Labs | 2015 | 147,582 | 1.88% |
| Rohlik | 2022 | 48,776 | 8.73% |
| Salto Systems | 2020 | 22,293 | 12.17% |
| Shenzhen Shuye Innovative Technology | 2023 | 320,449 | 4.07% |
| (Laifen) | |||
| ThoughtSpot | 2017 | 3,263,785 | 2.74% |
| Twin Health | 2021 | 2,253,562 | 4.52% |
| Typeform | 2022 | 69,208 | 6.93% |
| Veepee | 2016 | 3,756,786 | 5.65% |
| Ver Se Innovation | 2019 | 415,952 | 7.16% |
| Vinted | 2019 | 3,462,528 | 3.61% |
1 For the definition of levels, see point 2.3 below.
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The main Sofina Direct level 2 and level 3
1
investments (with a fair value in excess of EUR 10 mil-
lion) held through a (or several) syndication vehicle(s) gathering part of the shareholder base as
at 31 December 2023 are as follows:
| CORPORATE RIGHTS HELD | ESTIMATED | |||
| YEAR OF | % OWNERSHIP | ECONOMIC | ||
| THE 1 ST | NUMBER OF | IN THE | INTEREST IN THE | |
| INVESTMENT | SHARES | INTERMEDIARY | UNDERLYING | |
| VEHICLE | INVESTMENT | |||
| Aevum Investments (Xinyu) | 2018 | - | 100.00% | 4.90% |
| Ergon opseo Long Term | 2016 | - | 8.82% | 7.47% |
| Value Fund (opseo) | ||||
| GoldIron (First Eagle) | 2016 | 21,721 | 70.68% | 4.01% |
| Iconiq Strategic Partners III | 2018 | - | 7.15% | 0.26% |
| Co-Invest (Series RV) | ||||
| Kedaara Norfolk Holdings | 2019 | 158,355 | 50.00% | 0.72% |
| (Lenskart) | ||||
| Lernen Midco 1 (Cognita) | 2019 | 252,517,893 | 15.55% | 13.76% |
| M.M.C. (Chapoutier) | 2007 | 15,256 | 19.83% | 15.33% |
| MxBEE (Biobest Group) | 2022 | 7,820,093 | 26.64% | 1.48% |
| Polygone (GL events) | 2012 | 221,076 | 20.96% | 11.86% |
| SC China Co-Investment | 2016 | - | 41.67% | 0.18% |
| 2016-A (ByteDance) | ||||
| TA Action Holdings (ACT) | 2016 | - | 44.44% | 3.65% |
| TA Vogue Holdings (TCNS) | 2016 | - | 48.72% | 7.62% |
The General Partners that manage investment funds on our behalf, whose individual value
exceeded EUR 10 million as at 31 December 2023 are Andreessen Horowitz, Archipelago, Ares
Ascendent, Atlantic Labs, Atomico, Bain, Battery, Bessemer, Betaworks, Bling, Blossom, Bond, Chry-
scapital, DST, Falcon House, Felix, Formation 8, Founders Fund, Foundry, Francisco, General Atlan-
tic, Genesis, GGV, Highland, HongShan, Iconiq, Insight, Institutional Venture Partners, InvAscent,
Isola, Kedaara, Kleiner Perkins, Lightspeed, Local Globe, Lux Capital, Lyfe, Mérieux, Multiples, New
Enterprise Associates, Northzone, OpenView, Peak XV, Qiming, Redpoint, Sequoia, Sofindev, Source
Code, Spark, Summit, TA Associates, Thoma Bravo, Thrive, Tiger Global, Trustbridge and Venrock.
1 For the definition of levels, see point 2.3 below.
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2.3 INVESTMENT PORTFOLIO IN TRANSPARENCY
Main valuation rules for the investment portfolio
The Sofina group uses a fair value hierarchy that reflects the significance of the data used for
valuation purposes:
• Level 1 – Assets valued under level 1 are valued at the market price at the closing date;
• Level 2 – Assets valued under level 2 are valued based on observable data such as the market
price of the main asset held by the company;
• Level 3 – Assets valued under level 3 are valued at fair value using principles derived from the
International Private Equity and Venture Capital Valuation Guidelines (“IPEV” Valuation Guidelines
of December 2022).
Unlisted securities are valued at each reporting date using a commonly accepted valuation method
in these IPEV Valuation Guidelines, or at net asset value.
The different valuation methods are detailed in the table on the methods applied in accordance
with IFRS 13 to determine the fair value of unlisted level 3 assets of the investment portfolio in
transparency (Long-term minority investments, Sofina Growth and Sofina Private Funds).
Note that the IPEV Valuation Guidelines no longer consider the recent transaction price as a default
valuation technique but rather a starting point for estimating fair value. The recent transaction
price as a valuation technique is therefore only used when the recent transaction is sufficiently
close to the balance sheet closing date (and meets the market and market participant criteria). It
should also be noted that the context of the transaction is analysed and could therefore consider
not only the primary components of a transaction but also the secondary components of the same
transaction (e.g., retaining a blended price instead of the primary round price only).
The principle of calibration, which consists of testing or calibrating the valuation techniques to be
used at subsequent valuation dates, using valuation parameters derived from the initial or most
recent transaction, is applied as appropriate to all our valuations of unlisted investments (Long-
term minority investments and Sofina Growth), provided that the price of the initial or most recent
transaction is representative of the fair value at the time of the transaction and can be calibrated.
The calibration makes it possible to derive from the entry price the discount or the premium
against the group of comparable companies by comparing the rate of return expected by Sofina
with the theoretical cost of capital for a given investment in the context of the implementation of
the discounted cash flow method. The calibration also makes it possible to determine, directly at
the transaction date, the discount or the premium against the group of comparable companies in
the context of the implementation of the market multiples method. This technique explains the
wide range of discounts, costs of capital or discount factors, as these are the result of the calibration.
This being said, Sofina may have to change the valuation technique depending on the circum-
stances from one valuation exercise to another (e.g. due to a new type of data available, a new
recent transaction), with the objective of maximising the use of observable data and minimising
the use of non-observable data.
In this respect, the table following provides information on the methods applied in accordance
with IFRS 13 – Fair Value Measurement – to determine the fair value of unlisted level 3 assets.
It should also be noted that Sofina uses the option pricing method (OPM) to allocate the estimated
equity fair value to various classes of equity shares considering their rights and preferences (if
applicable). This allocation approach may significantly reduce the valuation of earlier equity rounds
with reduced rights and preferences compared to the latest round.
The current economic crisis increases the uncertainty of the future performance of the investments
held by Sofina. These uncertainties regarding the performance of these investments lead to a
higher degree of subjectivity in the determination of level 3 fair values in the IFRS 13 hierarchy. This
has prompted Sofina to be more vigilant in the application of its valuation methods. The following
are especially worth mentioning:
• Particular vigilance regarding the consistency between the estimates of the portfolio companies
and the use of these estimates compared to the use of the multiples of comparable companies;
• Particular vigilance regarding the validation of the most recent transaction by ensuring that this
recent transaction takes into account the current context of the economic crisis (while respecting
the other validation criteria of the most recent transaction such as being sufficiently close to the
closing date) as well as ensuring that the context of the recent transaction is properly understood
by considering both primary and secondary components (if applicable);
• Particular vigilance regarding the financial situation of the portfolio companies (e.g., cash burn
estimates).
We also took into account the IPEV Board Special Valuation Guidance of December 2022.
It should be noted that Sofina has engaged Kroll, an independent valuation firm, to assist in the
valuation of the unlisted investments by the Sofina Direct portfolio. The assistance provided by Kroll
does not, therefore, cover Sofina Private Funds. All these unlisted investments (the “Investments”),
covered by Kroll’s assistance, represent 47% of the fair value of the portfolio in transparency, as
illustrated below
1
.
| LONG-TERM | SOFINA | SOFINA | % OF KROLL | |
| FAIR VALUE HIERARCHY | MINORITY | GROWTH | PRIVATE | COVERAGE ON |
| INVESTMENTS | FUNDS | TOTAL LEVEL | ||
| Level 1 | Not covered | Not covered | Not applicable | 0% |
| Level 2 | Covered | Covered | Not applicable | 100% |
| Level 3 | Covered | Covered | Not covered | 49% |
| Total portfolio in transparency | 47% |
1 Covered: covered by Kroll’s assistance; Not covered: not covered by Kroll’s assistance; Not applicable: no value present at this level in the relevant investment style.
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This assistance included various limited procedures that Sofina identified and requested Kroll to
perform. In connection with and as a result of these limited procedures
1
, Kroll concluded that the
fair value of the “Investments”, as determined by Sofina, was reasonable.
Sofina Private Funds’ investments in venture and growth capital funds are valued on the basis of
the latest reports obtained from the General Partners of these investment funds until mid-March
and their valuation is therefore based either on a report as at 31 December 2023 or on a report
as at 30 September 2023. The values of the reports as at 30 September 2023 are adjusted to take
into account (i) capital calls and distributions that have occurred since the date of issuance of the
last report, (ii) changes in the stock market prices of the listed companies held by these funds
and (iii) significant events that have occurred since this last valuation date and the closing date of
31 December 2023. The values as at 31 December 2023 are not adjusted as they reflect the fair value
at the closing date. Finally, the values retained are converted into euro using the closing exchange
rate. The funds for which a purchase and sale agreement was signed as at the date of this Annual
financial report are valued in accordance with the terms of the purchase and sale agreement. As at
31 December 2023, more than 68% of the Sofina Private Funds fair value is based either on reports
as at 31 December 2023 or valuations based on market prices or transaction prices.
1 Limited procedures are not an audit, review, compilation or other form of examination or certification in accordance with generally accepted auditing standards. In addition, the limited procedures were not performed in anticipation of
or in connection with any investment made or contemplated by Sofina. Accordingly, any party contemplating an investment in these “Investments” or any party contemplating an investment directly in the capital of Sofina should not
consider the performance of these limited procedures by Kroll to be sufficient in light of the aforementioned investments. The results of Kroll’s analysis should not be construed as a fairness opinion on any transaction or as a statement of
creditworthiness. The limited procedures performed by Kroll are in addition to the procedures that Sofina is required to perform to estimate the fair value of the “Investments”. The result of the analyses conducted by Kroll was taken into
account by Sofina in its assessment of the fair value of the “Investments”.
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Methods applied in accordance with IFRS 13 to determine the fair value of unlisted level 3 assets in the investment portfolio in transparency
| VALUATION TECHNIQUE | USE OF THE TECHNIQUE | SIGNIFICANT | LINKS BETWEEN UNOBSERVABLE |
| UNOBSERVABLE DATA | DATA AND FAIR VALUE | ||
| Whenever a recent and significant transaction has taken place for the investment at the balance | |||
| sheet date and provided that the transaction meets the market and market participant criteria. | |||
| Note that the IPEV Valuation Guidelines no longer consider the recent transaction price to be | The fair value of the most | ||
| Price of the most recent | a default valuation technique but rather a starting point for estimating fair value. The recent | recent transaction is | As the unobservable data increases, |
| investment (PORI) | transaction price as a valuation technique is therefore only used when the recent transaction is | considered unobservable | the fair value increases. |
| sufficiently close to the closing date (and meets the market and market participant criteria). | data. | ||
| Funds for which a purchase and sale agreement was signed as at the date of this Annual financial | |||
| report are valued in accordance with the terms of the purchase and sale agreement and are therefore | |||
| considered to be part of this valuation technique. | |||
| Cost of capital from | The higher the cost of capital, the | ||
| calibration. | lower the fair value. | ||
| Discounted Cash Flow | Applied for mature companies or for companies where sufficient information is available. | Terminal value based on a | The higher the long-term growth |
| model | This method consists in discounting future expected cash flows. | long-term growth rate. | rate, the higher the fair value. |
| Terminal value based on | The higher the exit multiple, the | ||
| an exit multiple. | higher the fair value. | ||
| Market multiples | |||
| - sales or EBITDA or | Discount (1) resulting from | ||
| earnings multiples or a | In the absence of a recent transaction on the investment at the closing date and when the | the calibration against | The higher the discount, the lower |
| mix of sales or EBITDA | Discounted Cash Flow model is not applied. The calibration principle is used to determine the | the group of comparable | the fair value. |
| multiples (based on | discount to the group of comparable listed companies. | companies. | |
| comparable listed | |||
| companies) | |||
| Discount factor from the | The higher the discount factor, the | ||
| calibration. | lower the fair value. | ||
| Probability Weighted | Start-ups or "early stage" companies or certain companies for which significantly different scenarios | Weights attributed to | |
| Expected Returns Model | remain possible, when other methods cannot be applied (recent transaction, Discounted Cash Flow | the different scenarios | The higher the weight of the |
| or Scenario Methods | model, market multiples), are valued according to scenarios. | (generally 3 to 4 | pessimistic scenario, the lower the |
| (PWERM) | Such companies are valued on the basis of different possible future scenarios (probability–weighted | scenarios, from extremely | fair value. |
| fair value of future outcomes). | pessimistic to optimistic). | ||
| Exit value based on an exit | The higher the exit multiple, the | ||
| multiple. | higher the fair value. | ||
| This valuation method is applied to start-ups or “early-stage” companies or companies for which | |||
| important milestones must be achieved and when other methods (i.e. recent transaction, discounted | |||
| cash flow model, market multiples and PWERM) are not applicable. | A discount is applied per milestone. | ||
| Such companies are valued using the milestone approach. This method consists of assessing whether | If a milestone is achieved, the more | ||
| there is an indication of change in fair value based on a consideration of one or more milestones. | the unobservable data increases or | ||
| One or several key milestones are commonly established in accordance with function of the stage | Discount applied per | decreases, the more the fair value | |
| Milestones approach | of development of the company. Milestones may include, for example, financial measures, technical | level according to the | increases or decreases. If the first |
| measures and marketing and sales measures. | predefined milestones. | milestone is not achieved, the more | |
| Such companies are valued using the milestone approach. This method consists of assessing whether | the unobservable data decreases, | ||
| there is an indication of change in fair value based on a consideration of one or more milestones. | the more the fair value decreases. | ||
| One or several key milestones are commonly established in accordance with function of the stage | |||
| of development of the company. Milestones may include, for example, financial measures, technical | |||
| measures and marketing and sales measures. |
1 In some cases, a premium is applied against the group of comparable companies, also based on the calibration principle. In some exceptional cases, the discount is estimated on the basis of methods other than calibration.
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| This valuation method is based on the latest available statements from the General Partners. | Fair value based on | ||
| Revalued net assets | This method consists of using the reported net assets value of a fund interest which is adjusted | General Partners’ reports | As the unobservable data increases, |
| recognised at fair value | for (i) the capital calls and distributions that took place after the last statement received and the | is considered to be | the fair value increases. |
| measurement date, (ii) the evolution of the listed companies held by the funds and (iii) any other | unobservable data. | ||
| significant events. The underlying investments of the fund must be reported at fair value. | |||
| Fair value based on expert | |||
| In exceptional cases, another methodology is considered to better reflect the fair value of the | reports is considered to | As the unobservable data increases, | |
| investment or a portion of the investment (e.g. an appraisal report on the value of land or property). | be unobservable data. | the fair value increases. For the yield | |
| Other methods | The fair value of a debt investment, in the absence of actively traded prices, is generally derived from | For the yield approach | approach, the higher the yield, the |
| a yield analysis taking into account credit quality, coupon and term as well as applying the calibration | for a debt investment, | lower the fair value. | |
| principle (yield approach). | the yield is considered as | ||
| unobservable data. |
Method applied to allocate the estimated equity fair value to various classes of equity shares considering their respective rights and preferences
| VALUATION TECHNIQUE | USE OF THE TECHNIQUE | SIGNIFICANT UNOBSERVABLE DATA | LINKS BETWEEN UNOBSERVABLE DATA AND FAIR |
| VALUE | |||
| An increase of the volatility can either increase or | |||
| Volatility | decrease the fair value depending on the classes of | ||
| shares held | |||
| Applied for companies where rights and preferences | |||
| may differ significantly between the classes of shares. | Time to expiration (e.g. time of exit or | An increase of the time to expiration can either increase | |
| Option pricing model (OPM) | Applied when applicable and relevant (e.g. Different rights | liquidity event) | or decrease the fair value depending on the classes of |
| and preferences exist per class of shares and market | shares held | ||
| participant would consider those rights and preferences). | |||
| An increase of the interest rate can either increase or | |||
| Interest rate in local currency | decrease the fair value depending on the classes of | ||
| shares held |
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2.4 FAIR VALUE OF THE TOTAL INVESTMENT
PORTFOLIO IN TRANSPARENCY
| IN THOUSAND EUR | ||||
| TOTAL AS AT | LEVEL 1 | LEVEL 2 | LEVEL 3 | |
| 31/12/2023 | ||||
| Investment portfolio 1 | 8,928,241 | 566,192 | 155,962 | 8,206,087 |
| Sofina Direct | 4,739,235 | 566,192 | 155,962 | 4,017,081 |
| Long-term minority investments | 2,846,919 | 539,696 | 44,135 | 2,263,088 |
| Sofina Growth | 1,892,315 | 26,496 | 111,827 | 1,753,992 |
| Sofina Private Funds | 4,189,006 | 0 | 0 | 4,189,006 |
| TOTAL AS AT | LEVEL 1 | LEVEL 2 | LEVEL 3 | |
| 31/12/2022 | ||||
| Investment portfolio | 9,062,261 | 559,699 | 84,419 | 8,418,144 |
| Sofina Direct | 4,759,857 | 559,699 | 84,419 | 4,115,739 |
| Long-term minority investments | 2,797,444 | 545,544 | 0 | 2,251,900 |
| Sofina Growth | 1,962,413 | 14,155 | 84,419 | 1,863,839 |
| Sofina Private Funds | 4,302,404 | 0 | 0 | 4,302,404 |
The underlying portfolio of the funds held in Sofina Private Funds is composed of listed and unlisted
assets. The listed assets fair value
2
is estimated at EUR 483,162 thousand as at 31/12/2023 and at
EUR 489,644 thousand as at 31/12/2022.
During the year our investment in Honasa Consumer (Mamaearth) was transferred from level
3 to level 2, our investment in IHS Holding was transferred from level 2 to level 1 and a part of our
investment in GL events was transferred from level 1 to level 2.
Sensitivity analysis of level 3
Level 3 consists of unlisted securities subject to price risk, but this risk is mitigated by the wide vari-
ety of investments made by the Sofina group. The objective of long-term value creation pursued
by the Sofina group contributes towards mitigating this risk.
In the case of investments in venture and growth capital funds of Sofina Private Funds, the Gen-
eral Partners may decide more quickly to modify a negative spread. Market risk may also have an
indirect impact on unlisted securities compared to securities listed on stock markets.
Moreover, liquidity risk has a greater impact on unlisted securities than on listed securities, which
can make their value difficult to estimate. This risk may have an impact on the holding period of
unlisted securities as well as on the exit price. It is difficult to quantify the influence of these risks
on unlisted securities in level 3.
1 Information on the investment portfolio in the balance sheet as at 31 December 2023 can be found under point 2.1 above.
2 Estimated fair value based on available information provided by the General Partners.
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Sensitivity analysis for the level 3 investment portfolio in transparency as at 31 December 2023
| IN MILLION EUR | |||||||
| VALUATION TECHNIQUE | FAIR | OPM | UNOBSERVABLE DATA (WEIGHTED AVERAGE) | SENSITIVITY | IMPACT VALUE | SENSITIVITY | IMPACT VALUE |
| VALUE | APPLIED? | ||||||
| Price of the most recent investment | 153 | No | The fair value of the most recent transaction is considered to be | +10% | 8 | -10% | -8 |
| (PORI) | unobservable data | ||||||
| Cost of capital from calibration between 7% and 17.7% (12.7%) | +10% | -250 | -10% | 325 | |||
| Discounted Cash Flow model | 1,876 | No | Perpetual growth rate of 2.5% and 3.5% (3.2%) | +10% | 50 | -10% | -42 |
| Output multiple between 5.4x and 17x (11.4x) | +10% | 141 | -10% | -141 | |||
| Median peers revenue multiple between 0.9x and 6.4x (2.8x) | +10% | 57 | -10% | -57 | |||
| Median peers gross profit multiple between 3.7x and 3.7x (3.7x) | +10% | 0 | -10% | -1 | |||
| 1,129 | No | Median peers EBITDA multiple between 7.9x and 18.1x (16.1x) | +10% | 29 | -10% | -24 | |
| Median peers earnings multiple between 13.3x and 20.6x (14.2x) | +10% | 9 | -10% | -9 | |||
| Discount resulting from calibration between 0% and 89.4% 1 (23.7%) | +10% | -13 | -10% | 17 | |||
| Market multiples | Median peers revenue multiple between 0.5x and 13.1x (5.4x) | +10% | 45 | -10% | -45 | ||
| Median peers gross profit multiple between 7.7x and 11.4x (7.7x) | +10% | 3 | -10% | -3 | |||
| Discount resulting from calibration between 23% and 57.6% 2 (39.5%) | +10% | -8 | -10% | 8 | |||
| 745 | Yes | Volatility between 22.8% and 88% (45.3%) | +10% | -5 | -10% | 4 | |
| Time to expiration between 0.4 years and 7 years (3.7 years) | +10% | -5 | -10% | 5 | |||
| Interest rate between 0.8% and 7.1% (4.3%) | +10% | -3 | -10% | 3 | |||
| Revalued net assets recognised at fair | 4,233 | No | The fair value based on General Partners' reports is considered to be | +10% | 423 | -10% | -423 |
| value3 | unobservable data | ||||||
| Milestone approach | 0 | No | Discount of 20% per level (20%) | Upper | 0 | Lower level | 0 |
| level4 | |||||||
| Other methods | 70 | No | Fair value is considered to be unobservable data. For the yield approach, | +10% | 6 | -10% | -6 |
| the yield is considered as unobservable data (4,9%) | |||||||
| Total level 3 (in transparency) | 8,206 | ||||||
| Reconciling items | 23 | ||||||
| Total level 3 (financial statements) | 8,229 |
The reconciling items between the presentation in transparency and the balance sheet presentation are detailed, at all levels, in point 2.1 above.
1 In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 13.2% to 626% (weighted average of 176.7%). In certain exceptional cases, the discount is estimated based on methods
other than calibration.
2 In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 0% to 652.2% (weighted average of 180.6%). In certain exceptional cases, the discount is estimated based on methods
other than calibration.
3 Mainly concerns the portfolio of Sofina Private Funds and to a limited extent investments by Sofina Growth.
4 No upper level was reached.
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Sensitivity analysis for the level 3 investment portfolio in transparency as at 31 December 2022
| IN MILLION EUR | ||||||||
| VALUATION TECHNIQUE | FAIR | OPM | UNOBSERVABLE DATA (WEIGHTED AVERAGE) | SENSITIVITY | IMPACT VALUE | SENSITIVITY | IMPACT VALUE | |
| VALUE | APPLIED? | |||||||
| Price of the most recent investment (PORI) | 116 | No | The fair value of the most recent transaction is considered to be | +10% | 12 | -10% | -12 | |
| unobservable data | ||||||||
| Cost of capital from calibration between 6.95% and 17.7% (11.9%) | +10% | -270 | -10% | 343 | ||||
| Discounted Cash Flow model | 1,699 | No | Perpetual growth rate of 2.5% and 4.0% (3.1%) | +10% | 48 | -10% | -44 | |
| Output multiple between 6.5x and 17.91x (13.07x) | +10% | 126 | -10% | -126 | ||||
| Median peers revenue multiple between 0.9x and 13.2x (3.2x) | +10% | 89 | -10% | -89 | ||||
| Median peers gross profit multiple between 0.0x and 0.0x (0.0x) | +10% | 0 | -10% | 0 | ||||
| 1,377 | No | Median peers EBITDA multiple between 8.3x and 14.5x (11.9x) | +10% | 28 | -10% | -28 | ||
| Median peers earnings multiple between 17.2x and 17.2x (17.2x) | +10% | 1 | -10% | -1 | ||||
| Discount resulting from calibration between 0.2% and 57.6% 1 | ||||||||
| (12.8%) | +10% | -39 | -10% | 39 | ||||
| Market multiples | Median peers multiple between 0.5x and 22.3x (5.4x) | +10% | 45 | -10% | -44 | |||
| Median peers gross profit multiple between 5.2x and 6.2x (5.6x) | +10% | 4 | -10% | -4 | ||||
| Discount resulting from calibration between 15.3% and 57.6% 2 | ||||||||
| 771 | Yes | (37.8%) | +10% | -30 | -10% | 29 | ||
| Volatility between 27.1% and 70.4% (44.3%) | +10% | -7 | -10% | 6 | ||||
| Time to expiration between 1.0 years and 8.0 years (4.2 years) | +10% | -7 | -10% | 7 | ||||
| Interest rate between 1.3% and 7.2% (4.5%) | +10% | -4 | -10% | 4 | ||||
| Revalued net assets recognised at fair value3 | 4,348 | No | The fair value based on General Partners' reports is considered | +10% | 435 | -10% | -435 | |
| to be unobservable data | ||||||||
| Milestone approach | 9 | No | Discount of 20% per level (20%) | Upper level 4 | 0 | Lower level | -2 | |
| Other methods | 98 | No | Fair value is considered to be unobservable data | +10% | 10 | -10% | -10 | |
| Total level 3 (in transparency) | 8,418 | |||||||
| Reconciling items | -267 | |||||||
| Total level 3 (financial statements) | 8,151 |
The reconciling items between the presentation in transparency and the balance sheet presentation are detailed, at all levels, in point 2.1 above.
1 In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 1.7% to 1,043% (weighted average of 319%). In certain exceptional cases, the discount is estimated based on methods other
than calibration.
2 In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 4% to 967% (weighted average of 282.4%). In certain exceptional cases, the discount is estimated based on methods other
than calibration.
3 Mainly concerns the portfolio of Sofina Private Funds and to a limited extent investments by Sofina Growth.
4 No upper level was reached.
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2.5 FINANCIAL RISKS IN TRANSPARENCY
Foreign exchange risk
The investment portfolio is subject, among other things, to foreign exchange risks. The main for-
eign exchange risk relates to assets denominated in US dollars, British pounds, Indian rupees and
Chinese yuan renminbi. For information purposes, a 10% increase or decrease in the exchange rate
of these four currencies as at 31 December 2023 would result in a variation in the fair value of the
portfolio as shown in the table below:
| IN MILLION EUR | ||||||||||||
| USD | GBP | INR | CNY | |||||||||
| Exchange | ||||||||||||
| rate | −10% | 0% | +10% | −10% | 0% | +10% | −10% | 0% | +10% | −10% | 0% | +10% |
| sensitivity | ||||||||||||
| Fair value | 5,872 | 5,285 | 4,805 | 658 | 592 | 538 | 727 | 654 | 595 | 20 | 18 | 16 |
| Impact on | 587 | 0 | −480 | 66 | 0 | −54 | 73 | 0 | −59 | 2 | 0 | −2 |
| revenue | ||||||||||||
Price risk
Price risk is defined as the risk that unfavourable changes in stock prices impact Sofina’s portfolio.
Sofina is exposed to market fluctuations in its portfolio.
The risk analysis of level 1 and level 2 investments is shown below. A variation interval of -10% and
+10% has been applied to the valuation as at 31 December 2023. This variance influences the result.
| IN MILLION EUR | ||||||
| LEVEL 1 | LEVEL 2 | |||||
| Stock price sensitivity | −10% | 0% | +10% | −10% | 0% | +10% |
| Fair value | 510 | 566 | 623 | 140 | 156 | 171 |
| Impact on revenue | −57 | 0 | 57 | −16 | 0 | 16 |
Interest rate risk and liquidity risk
The interest rate risk is the risk that the interest flow on the financial debt and the gross cash flow
may be adversely affected by an unfavourable change in interest rates. In the case at hand, the risk
is limited as the financial liabilities are mainly at fixed rates. Moreover, Sofina’s net cash position
is positive. However, Sofina has commitments to disburse funds in relation to the Sofina Private
(unused – please refer to point 3.16), the investments in shares listed on liquid markets and there-
fore easily realisable (in the Sofina Direct investments and Sofina Private Funds portfolios), and if
need be the ability to transact on the secondary market for Sofina Private Funds, the liquidity risk
faced by Sofina is extremely moderate.
| IN MILLION EUR | ||
| PRIVATE FUNDS RESIDUAL COMMITMENT BRIDGE | 31/12/2023 | 31/12/2022 |
| Beginning of the year | 1,336 | 976 |
| New Commitments | 306 | 810 |
| Investments | −291 | −445 |
| Other 1 | −25 | −86 |
| FX impact | −26 | 81 |
| End of the year 2 | 1,300 | 1,336 |
Credit risk
The credit risk is the counterparty risk on gross cash. It is mitigated by an adequate counterparty
diversification (credit rating and duration, counterparty, issuer, sector limit exposure).
Concentration risk
The 10 largest investments of Sofina Direct represent 27% of the fair value of the portfolio in trans-
parency
3
:
| 1 | Lernen Midco 1 (Cognita) |
| 2 | SC China Co-Investment 2016-A (Bytedance) |
| 3 | Groupe Petit Forestier |
| 4 | Drylock Technologies |
| 5 | Nuxe International |
| 6 | bioMérieux |
| 7 | Cambridge Associates |
| 8 | Biobest Group |
| 9 | Mérieux NutriSciences |
| 10 | Salto Systems |
1 Other mainly comprises recallable distributions, disposals and termination of funds with residual uncalled commitments.
2 Additional residual commitments in relation to Sofina Direct investments of EUR 196 million as at 31 December 2023 and of EUR 7 million as at 31 December 2022 bring the total uncalled commitments to EUR 1,496 million and EUR 1,343
million respectively.
3 Listed in decreasing order of fair value as at 31 December 2023 (portfolio in transparency). The ranking of our Sofina Direct investments does not take into consideration indirect exposures on these entities, held through some funds of
Sofina Private Funds.
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It should be noted that:
• the 5 largest investments of Sofina Direct represent more than 15% but less than 20% of the total
portfolio in transparency
1
.
• the 7 largest investments of Sofina Direct represent more than 20% of the total portfolio in
transparency
1
.
• ByteDance, a global internet and technology company active in more than 150 countries, is the
sole holding representing more than 5% of the fair value of the portfolio in transparency (when
taking into account our combined holdings through Sofina Direct and Sofina Private Funds)
2
.
Sofina values its holding in SC China Co-Investment 2016-A (i.e. the vehicle holding Sofina direct’s
investment in ByteDance) on the basis of the market multiples valuation method with an illiquid-
ity discount. Its holding in ByteDance at Sofina Private Funds level is valued on the basis of the
valuation provided by the General Partners of the relevant funds.
There are no dominant positions. The level 3 investments in the top 10 are valued according to
the Discounted Cash Flow model, market multiples or the most recent transaction method as
described in point 2.3 above.
The 10 largest General Partners of Sofina Private Funds represent 22%
3
of the fair value of the
portfolio in transparency
4
:
| 1 | Sequoia Capital |
| 2 | HongShan |
| 3 | Lightspeed |
| 4 | Peak XV |
| 5 | Insight Partners |
| 6 | Battery |
| 7 | Thoma Bravo |
| 8 | Iconiq Capital |
| 9 | TA Associates |
| 10 | Andreessen Horowitz |
War in Ukraine
As per ESMA’s recommendation of 14 March 2022 Public Statement of 13 May 2022 on Implications
of Russia’s invasion of Ukraine on annual financial reports, and Public Statement of 28 October
2022 on the European common enforcement priorities for 2022 annual financial reports, Sofina can
confirm that it has very limited specific exposure to the Ukraine crisis, which has had no material
direct impact on its activities. The group is not impacted by the economic sanctions enforced by
the European Union. Sofina Direct portfolio companies with notable operations or exposure in
Ukraine or Russia and Belarus represent less than 4%
of total portfolio fair value in transparency as at
31 December 2023. Sofina Private Funds is marginally exposed to underlying companies with some
presence in Ukraine or in Russia and Belarus which are estimated to represent a small proportion
of total number of companies in the underlying portfolio. General Partners have investigated their
potential Russian ties including tracing Russian money in their investors base and they have not
reported any significant issue in this respect. The main potential economic consequences of the
Ukraine crisis on the portfolio are not specific in nature as they relate to its impact on raw material
prices including energy, potential supply chain disruptions, concerns about an increasing risk of
cyber-attacks and more generally, the macro-economic impact on GDP growth, inflation and
interest rates. A large number of portfolio companies and General Partners and their employees are
engaged in a variety of initiatives to support Ukraine in line with that which Sofina has been doing.
1 Largest investments in terms of representation in the fair value of the portfolio in transparency. Listed in decreasing order of fair value at 31 December 2023 (portfolio in transparency). The ranking of our Sofina Direct investments does not
take into consideration indirect holdings in these entities through certain partnerships of Sofina Private Funds.
2 The holding in ByteDance through Sofina Private Funds is an estimate based on the information contained in the reports of the General Partners made available to us at the date of this Annual report.
3 Since 2023, the list of the 10 largest General Partners of Sofina Private Funds presents Sequoia as three different entities following the recent split of the Chinese (HongShan) and Indian branch (Peak XV). The 10 largest General Partners in
2022, assuming the same scope, would have represented 23% of the portfolio in transparency instead of 25% before the split.
4 Largest General Partners in terms of estimated representation of their funds in the fair value of Sofina’s portfolio in transparency. Listed in decreasing order of fair value at 31 December 2023.
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2.6 GEOGRAPHICAL, SECTORAL AND STRATEGY SPLIT OF
THE PORTFOLIO IN TRANSPARENCY
Portfolio split by geographic region
1
| IN MILLION EUR | ||||||||
| 31/12/2023 | 31/12/2022 | |||||||
| GEOGRAPHIC REGION | PORTFOLIO | RESIDUAL | PORTFOLIO | RESIDUAL | ||||
| FAIR VALUE | COMMITMENTS 2 | FAIR VALUE | COMMITMENTS | |||||
| Sofina Direct | ||||||||
| North America | 538 | 11% | 2 | 1% | 516 | 11% | 2 | 35% |
| Western Europe | 2,960 | 63% | 193 | 98% | 2,610 | 55% | 4 | 52% |
| Asia | 1,227 | 26% | 1 | 1% | 1,616 | 34% | 1 | 13% |
| Other | 14 | 0% | 0 | 0% | 18 | 0% | 0 | 0% |
| Total Sofina Direct | 4,739 | 100% | 196 | 100% | 4,760 | 100% | 7 | 100% |
| Sofina Private Funds | ||||||||
| North America | 2,608 | 62% | 785 | 60% | 2,711 | 63% | 778 | 58% |
| Western Europe | 419 | 10% | 191 | 14% | 407 | 9% | 191 | 14% |
| Asia | 1,162 | 28% | 367 | 26% | 1,184 | 28% | 367 | 28% |
| Total Sofina Private Funds | 4,189 | 100% | 1,300 | 100% | 4,302 | 100% | 1,336 | 100% |
| TOTAL SOFINA DIRECT AND | ||||||||
| SOFINA PRIVATE FUNDS | ||||||||
| North America | 3,146 | 35% | 787 | 53% | 3,227 | 36% | 780 | 58% |
| Western Europe | 3,379 | 38% | 374 | 25% | 3,017 | 33% | 195 | 15% |
| Asia | 2,389 | 27% | 335 | 22% | 2,800 | 31% | 368 | 27% |
| Other | 14 | 0% | 0 | 0% | 18 | 0% | 0 | 0% |
| TOTAL OF THE PORTFOLIO 3 | 8,928 | 100% | 1,496 | 100% | 9,062 | 100% | 1,343 | 100% |
Split of Sofina Direct by sector
The table below shows the sectoral breakdown of Sofina Direct as at 31 December 2023 and as at
31 December 2022
3
:
| IN MILLION EUR | ||||
| 31/12/2023 | 31/12/2022 | |||
| SECTOR | PORTFOLIO FAIR VALUE | PORTFOLIO FAIR VALUE | ||
| Consumer and retail | 1,640 | 34% | 1,329 | 28% |
| Digital transformation | 976 | 21% | 987 | 21% |
| Education | 526 | 11% | 714 | 15% |
| Healthcare and life sciences | 607 | 13% | 740 | 15% |
| Other | 990 | 21% | 990 | 21% |
| Total | 4,739 | 100% | 4,760 | 100% |
Split of Sofina Private Funds by strategy
| IN MILLION EUR | ||||||||
| 31/12/2023 | 31/12/2022 | |||||||
| STRATEGY | PORTFOLIO FAIR | RESIDUAL | PORTFOLIO FAIR | RESIDUAL | ||||
| VALUE | COMMITMENTS 4 | VALUE | COMMITMENTS | |||||
| Venture capital | 2,913 | 70% | 769 | 59% | 3,075 | 72% | 830 | 62% |
| Growth equity | 1,042 | 25% | 465 | 36% | 1,002 | 23% | 422 | 32% |
| LBO | 228 | 5% | 58 | 4% | 216 | 5% | 72 | 5% |
| Other | 6 | 0% | 8 | 1% | 9 | 0% | 12 | 1% |
| Total 5 | 4,189 | 100% | 1,300 | 100% | 4,302 | 100% | 1,336 | 100% |
1 Based on the portfolio in transparency considering the country of the main or historical headquarters of the investment.
2 These amounts come mainly from subscriptions to investments by Sofina Private Funds amounting to EUR 1,300 million (see point 3.16 below). These commitments are subscribed by Sofina SA or by its investment subsidiaries (seen in
transparency).
3 Based on the fair value of the Sofina group’s investments as at 31 December 2023 and as at 31 December 2022 (portfolio in transparency – see point 2.4 above).
4 Sofina is committed to responding to capital calls by certain private funds (see point 3.16 below).
5 Information on the Sofina Private Funds portfolio shown in the balance sheet as at 31 December 2023 can be found under point 2.1 above.
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Portfolio split by vintage
| IN MILLION EUR | ||||||||
| 31/12/2023 | 31/12/2022 | |||||||
| VINTAGE | PORTFOLIO FAIR | RESIDUAL | PORTFOLIO FAIR | RESIDUAL | ||||
| VALUE | COMMITMENTS 1 | VALUE | COMMITMENTS | |||||
| Sofina Direct | ||||||||
| 0-3 | 950 | 20% | 190 | 97% | 1,051 | 22% | 0 | 0% |
| 4-7 | 1,931 | 41% | 3 | 1% | 2,459 | 52% | 6 | 100% |
| 8-10 | 950 | 20% | 3 | 2% | 266 | 5% | 0 | 0% |
| >10 | 908 | 19% | 0 | 0% | 984 | 21% | 0 | 0% |
| Total Sofina Direct | 4,739 | 100% | 196 | 100% | 4,760 | 100% | 6 | 100% |
| Sofina Private | ||||||||
| Funds | ||||||||
| 0-3 | 768 | 18% | 1,050 | 81% | 1,011 | 23% | 1,153 | 87% |
| 4-7 | 1,927 | 46% | 182 | 14% | 1,937 | 45% | 110 | 8% |
| 8-10 | 984 | 24% | 36 | 3% | 859 | 20% | 41 | 3% |
| >10 | 510 | 12% | 32 | 2% | 495 | 12% | 32 | 2% |
| Total Sofina Private | 4,189 | 100% | 1,300 | 100% | 4,302 | 100% | 1,336 | 100% |
| Funds | ||||||||
| TOTAL SOFINA | ||||||||
| DIRECT AND | ||||||||
| SOFINA PRIVATE | ||||||||
| FUNDS | ||||||||
| 0-3 | 1,718 | 19% | 1,240 | 83% | 2,062 | 23% | 1,153 | 86% |
| 4-7 | 3,858 | 43% | 185 | 12% | 4,396 | 49% | 116 | 9% |
| 8-10 | 1,934 | 22% | 39 | 3% | 1,125 | 12% | 41 | 3% |
| >10 | 1,418 | 16% | 32 | 2% | 1,479 | 16% | 32 | 2% |
| TOTAL OF THE | 8,928 | 100% | 1,496 | 100% | 9,062 | 100% | 1,342 | 100% |
| PORTFOLIO 2 | ||||||||
1 Sofina is committed to responding to capital calls by certain private funds (see point 3.16 below).
2 Information on the Sofina Private Funds portfolio shown in the balance sheet as at 31 December 2023 can be found under point 2.1 above.
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3. Notes to the financial statements
as an Investment Entity
3.1 INVESTMENT PORTFOLIO
| IN THOUSAND EUR | ||
| 2023 | 2022 | |
| Investments | ||
| Net value at the beginning of the year | 8,538,603 | 10,385,873 |
| Acquisitions during the year | 774,158 | 45,825 |
| Disposals during the year | −223,245 | −13,774 |
| Changes in unrealised gains in profit and loss | 209,934 | 95,883 |
| Changes in unrealised losses in he profit and loss | −751,072 | −1,975,204 |
| Net value at the end of the year = 1 | 8,548,378 | 8,538,603 |
| Receivables | ||
| Net value at the beginning of the year | 1,380 | 0 |
| Acquisitions during the year | 75,067 | 1,345 |
| Disposals during the period | 0 | 0 |
| Changes in unrealised gains in profit and loss | 0 | 0 |
| Changes in unrealised losses in profit and loss | −14,706 | 0 |
| Changes in accrued interest not yet due | 325 | 35 |
| Net value at the end of the year = 2 | 62,066 | 1,380 |
| Net value = 1 + 2 | 8,610,444 | 8,539,983 |
The difference between the amount of acquisitions during the year (EUR 849,226 thousand) and
the amount of portfolio investments in the consolidated statement of cash flows (EUR 719,268 thou-
sand) is mainly due to a non-cash investment and a deferred payment of 2024 for a total amount
of EUR -129,958 thousand. The difference between the amount of the disposals during the period
(EUR 223,245 thousand) and the amount of the divestments shown in the consolidated cash flow
statement (EUR 205,599 thousand) is mainly due to the capital gains and losses realised on these
divestments amounting to EUR 67,762 thousand, and a non-cash divestment and a deferred cash
payment of 2024 for a total of EUR -85,408 thousand. In addition, the capital gains and losses
realised (EUR 67,762 thousand) combined with the changes in un realised capital gains and losses
(EUR -555,844 thousand) form the net result of the investment portfolio (see point 3.11 below).
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3.2 CLASSIFICATION OF FINANCIAL INSTRUMENTS
IN THOUSAND EUR
| BOOK VALUE | FAIR VALUE | BOOK VALUE | FAIR VALUE | ||||||
| IFRS 9 CLASSIFICATION | TOTAL AS AT | LEVEL 1 | LEVEL 2 | LEVEL 3 | TOTAL AS AT | LEVEL 1 | LEVEL 2 | LEVEL 3 | |
| 31/12/2023 | 31/12/2022 | ||||||||
| Investment portfolio | 8,610,444 | 337,441 | 44,135 | 8,228,868 | 8,539,983 | 389,095 | 0 | 8,150,888 | |
| Investments | Fair value through profit and loss | 8,548,378 | 337,441 | 44,135 | 8,166,802 | 8,538,603 | 389,095 | 0 | 8,149,508 |
| Receivables | Designated at fair value through profit | 62,066 | 0 | 0 | 62,066 | 1,380 | 0 | 0 | 1,380 |
| or loss | |||||||||
| Receivables from subsidiaries 1 | Designated at fair value through profit and | 495,153 | 0 | 495,153 | 0 | 823,998 | 0 | 823,998 | 0 |
| loss | |||||||||
| Deposits and other current | 527,970 | 0 | 527,970 | 0 | 436,686 | 0 | 436,686 | 0 | |
| financial assets | |||||||||
| Deposits | Designated at fair value through profit | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| and loss | |||||||||
| Current financial | Fair value through profit and loss | 514,257 | 0 | 514,257 | 0 | 433,436 | 0 | 433,436 | 0 |
| investments | |||||||||
| Other receivables | Designated at fair value through profit | 13,713 | 0 | 13,713 | 0 | 3,250 | 0 | 3,250 | 0 |
| and loss | |||||||||
| Cash and cash equivalents | Designated at fair value through profit and | 198,342 | 0 | 198,342 | 0 | 385,486 | 0 | 385,486 | 0 |
| loss | |||||||||
| Non-current financial liabilities | At amortised cost | 696,289 | 0 | 590,772 | 0 | 695,507 | 0 | 550,053 | 0 |
| Current financial liabilities | At amortised cost | 2,109 | 0 | 2,109 | 0 | 2,010 | 0 | 2,010 | 0 |
| Other current receivables | At amortised cost | 101 | 0 | 101 | 0 | 97 | 0 | 97 | 0 |
| Payables to subsidiaries1 | Designated at fair value through profit and | 55,980 | 0 | 55,980 | 0 | 175,634 | 0 | 175,634 | 0 |
| loss | |||||||||
| Trade and other current | At amortised cost | 4,396 | 0 | 4,396 | 0 | 9,037 | 0 | 9,037 | 0 |
| payables | |||||||||
During the year a part of our investment in GL events was transferred from level 1 to level 2.
1 Receivables from and payables to subsidiaries are designated at fair value but as they are very short-term receivables and payables, there is no change in fair value to record.
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The fair value of the items of the investment portfolio can be prioritised as follows:
Assets valued under level 1 are valued at the stock market price at the balance sheet closing date.
Level 2 data are data on the assets or liabilities other than listed prices included in level 1 data which are
observable either directly or indirectly. Level 3 data are unobservable data on the assets or liabilities.
Direct shareholdings in investment subsidiaries are considered to be level 3 and are valued based
on the fair value of their own portfolio (level 1, 2 or 3) and the fair value of their other assets and lia-
bilities. A detailed description of the valuation methods and the sensitivity of the fair value is given
in points 2.3 and 2.4 above. The portfolio held in transparency is described under point 2.2 above.
The fair value of the other financial instruments has been determined using the following
methods:
• for short-term financial instruments, such as trade receivables and payables, the fair value is
considered not to be significantly different from the carrying amount at amortised cost;
• for short-term loans and borrowings, such as deposits or receivables from or payables to sub-
sidiaries, the fair value is considered not to be significantly different from the carrying amount
at amortised cost;
• for long-term loans, the fair value of a debt investment, in the absence of actively traded prices,
is generally derived from a yield analysis taking into account credit quality, coupon and term as
well as applying the calibration principle;
• for foreign exchange rate or interest rate derivatives, fair value is determined based on models
that discount future cash flows based on future interest rate curves or foreign exchange rates
or other forward prices.
Financial risks
A description of the financial risks can be found in point 2.5 above.
Details of movements for financial investments recognised at fair value in level 3
IN THOUSAND EUR
| INVESTMENT PORTFOLIO | 31/12/2023 | 31/12/2022 |
| Net value at the beginning of the year | 8,150,888 | 9,881,560 |
| Acquisitions during the year | 849,226 | 46,868 |
| Disposals during the year | −181,751 | −13,774 |
| Changes in unrealised gains in profit and loss | 174,873 | 95,778 |
| Changes in unrealised losses in profit and loss | −764,692 | −1,859,544 |
| Changes in accrued interest not yet due | 324 | 0 |
| Transfer to level 3 | 0 | 0 |
| Transfer from level 3 | 0 | 0 |
| Net value at the end of the year | 8,228,868 | 8,150,888 |
3.3 DEPOSITS AND OTHER CURRENT FINANCIAL ASSETS
IN THOUSAND EUR
| 31/12/2023 | 31/12/2022 | |
| Deposits1 | 0 | 0 |
| Current financial investments | 514,257 | 433,436 |
| Other receivables | 13,713 | 3,250 |
| Deposits and other current financial assets | 527,970 | 436,686 |
Current financial assets are measured at fair value through profit and loss.
3.4 CASH AND CASH EQUIVALENTS
IN THOUSAND EUR
| 31/12/2023 | 31/12/2022 | |
| Bank and cash | 112,908 | 140,304 |
| Short-term investments and deposits | 85,434 | 245,182 |
| Cash and cash equivalents | 198,342 | 385,486 |
Cash and cash equivalents consist of bank balances, cash on hand and investments in money
market instruments with a maximum term of three months.
3.5 SHARE CAPITAL
IN THOUSAND EUR
| SHARE CAPITAL | TREASURY SHARES | |||
| NUMBER OF | AMOUNT OF | NUMBER OF | AMOUNT OF | |
| SHARES | CAPITAL | SHARES | CAPITAL HELD | |
| Balances as at 31/12/2021 | 34,250,000 | 79,735 | 642,928 | 1,497 |
| Changes during the year | 0 | 0 | 275,000 | 640 |
| Balances as at 31/12/2022 | 34,250,000 | 79,735 | 917,928 | 2,137 |
| Changes during the year | 0 | 0 | 135,000 | 314 |
| Balances as at 31/12/2023 | 34,250,000 | 79,735 | 1,052,928 | 2,451 |
The subscribed and fully paid-up capital consists of ordinary shares without nominal value. The
owners of ordinary shares are entitled to receive dividends and are entitled to one vote per share
at the Company’s general meetings of shareholders. The gross dividend for the financial year
2022, paid in 2023, was EUR 3.24 per share, i.e. a total gross amount of EUR 108,023 thousand. The
difference between this amount and the amount shown in the consolidated cash flow statement
(EUR -108,030 thousand) corresponds to old coupons paid in 2023. As at 31 December 2023, Sofina
SA held 1,052,928 own shares, compared with 917,928 own shares held as at 31 December 2022.
During the year 2023, 150,000 own shares were acquired, and 15,000 own shares were disposed of.
The proposed gross dividend for the year 2023 is EUR 3.35 per share.
1 Deposits between three months and one year.
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3.6 EMPLOYEE BENEFITS
The Sofina group provides retirement and death benefits which are financed through group
insurance contracts of the “defined benefit”, “defined contributions” and “cash balance” types.
The benefits granted to employees in the cash balance pension plan are capitalised at a return
of three percent. The pension plan is financed through a group insurance plan with collective
capitalisation in branch 23, whose assets are mainly invested in investment funds. The assets of
the pension plans are not invested in the Sofina securities.
There are only three members continuing the “defined benefit” plan.
The “cash balance” and “defined contributions” plans are subject to a guaranteed minimum return
and are therefore considered as “defined benefit” plans under IAS 19. They have been valued using
the “Traditional Unit Credit” method without forecasting future premiums. The “defined benefit”
plan has been valued on the basis of the “Projected Unit Credit” method (in application of IAS 19).
The pension plan at Sofina Partners and Sofina Capital in the Grand Duchy of Luxembourg is a
“defined contributions” plan with no minimum return guaranteed by the employer. The related
cost is not reflected directly in the result of Sofina as an Investment Entity, but in the result of these
subsidiaries, which are included in the accounts of Sofina at fair value.
IN THOUSAND EUR
| 31/12/2023 | 31/12/2022 | |
| Amounts recognised in the balance sheet | ||
| “Defined benefit" plan1 | ||
| Present value of the pension obligations | 8,639 | 9,468 |
| Amount not recognised as asset | 0 | 0 |
| Fair value of the assets | −8,075 | −7,744 |
| Net present value of the pension obligations | 564 | 1,724 |
| “Defined contributions" plan | ||
| Present value of the pension obligations | 4,728 | 4,195 |
| Amount not recognised as asset | 0 | 0 |
| Fair value of the assets | −4,617 | −4,103 |
| Net present value of the pension obligations | 111 | 92 |
| “Cash balance" plan | ||
| Present value of the pension obligations | 8,495 | 7,335 |
| Amount not recognised as asset | 181 | 0 |
| Fair value of the assets | −8,676 | −6,916 |
| Net present value of the pension obligations | 0 | 419 |
| Total of the plans | ||
| Present value of the pension obligations | 21,862 | 20,998 |
| Amount not recognised as asset | 181 | 0 |
| Fair value of the assets | −21,368 | −18,763 |
| Net present value of the pension obligations | 675 | 2,235 |
| Fair value of the assets | 0 | 0 |
| Heritage collective investment fund | 10,022 | 8,234 |
| Assets managed by the insurer | 11,346 | 10,529 |
| Fair value of the assets | 21,368 | 18,763 |
| Movements of the liabilities during the year | ||
| Net liabilities at the beginning of the year | 2,235 | 4,398 |
| Amount recognised in equity | −661 | −2,457 |
| Net income or expense recognised in the income statement | 1,380 | 1,646 |
| Contributions paid | −2,279 | −1,352 |
| Amount recognised at the end of the year | 675 | 2,235 |
| Pension cost recognised in the income statement | ||
| Current service cost | −1,314 | −1,603 |
| Net interest on pension obligations | −52 | −32 |
| Interest income | 0 | 0 |
| Administration costs | −14 | −11 |
| Reversal of past service costs | 0 | 0 |
| Recognised actuarial gains (-) / losses (+) | 0 | 0 |
| Net expense | −1,380 | −1,646 |
1 These amounts include the obligations and assets relating to the “defined benefit” pension plans for members who have chosen to continue their career in these plans, but also the obligations and historical assets of these same plans for all
those who have chosen to move to the “cash balance” plan.
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Pension expenses are included in the Other expenses in the income statement.
IN THOUSAND EUR
| 31/12/2023 | 31/12/2022 | |
| Main actuarial assumptions at the end of the year | ||
| Discount rate1 | ||
| “Defined benefit" plans | ||
| - Old plan | 4.10% | 3.65% |
| - New plan | 4.25% | 3.70% |
| “Defined contributions" plans | ||
| - Old plan | 4.10% | 3.65% |
| - New plan | 4.15% | 3.65% |
| “Cash balance" plan | 4.25% | 3.75% |
| Salary increase rate | 5.10% | 5.20% |
| Inflation rate | 2.10% | 2.20% |
| Mortality table | MR-5/FR-5 | MR-5/FR-5 |
| Change of the present value of pension benefits | ||
| Present value of benefits at the beginning of the year | 20,998 | 22,775 |
| Service cost (employer) | 1,314 | 1,603 |
| Service cost (employee) | 111 | 97 |
| Interest cost | 769 | 184 |
| Benefits paid during the year | 0 | −622 |
| Taxes on contributions paid | −270 | −161 |
| Actuarial gain (-) / loss (+) for the year2 | −1,060 | −2,878 |
| Past services cost (+) and reversal (-) | 0 | 0 |
| Present value of promised benefits at the end of the year | 21,862 | 20,998 |
| Change in fair value of the assets in the plans | ||
| Fair value of the assets in the plans at the beginning of year | 18,763 | 18,377 |
| Benefits paid during the year | 0 | −622 |
| Contributions received during the year (employer) | 2,281 | 1,352 |
| Contributions received during the year (employee) | 111 | 97 |
| Interest income | 717 | 152 |
| Taxes on contributions paid | −270 | −161 |
| Administration costs | −13 | −11 |
| Return in excess of interest income | −160 | −560 |
| Actuarial gain (+) / loss (-) related to experience adjustments | −61 | 139 |
| Present value of the assets in the plans at the end of the year | 21,368 | 18,763 |
| Personnel costs | 21,184 | 21,866 |
| Average number of employees | ||
| Employees | 22 | 21 |
| Management staff | 27 | 26 |
| 49 | 47 |
3.7 NON-CURRENT FINANCIAL LIABILITIES
IN THOUSAND EUR
| 31/12/2023 | 31/12/2022 | |
| Bonds issued | 696,289 | 695,507 |
| Non-current financial liabilities | 696,289 | 695,507 |
The non-current financial liabilities result from a bond issuance amounting to EUR 700,000 thou-
sand, maturing in 2028. The bonds bear an annual interest rate of 1% payable annually on the
coupon due date.
3.8 FINANCIAL LIABILITIES, TRADE AND OTHER CURRENT PAYABLES
IN THOUSAND EUR
| 31/12/2023 | 31/12/2022 | |
| Bank loans | 0 | - |
| Payables to subsidiaries | 55,980 | 175,634 |
| Trade payables | 1,398 | 1,373 |
| Wage and social security payables | 1,646 | 5,328 |
| Current financial liabilities3 | 2,109 | 2,010 |
| Other miscellaneous liabilities | 162 | 687 |
| Dividends relating to previous years | 868 | 875 |
| Miscellaneous taxes | 322 | 774 |
| Financial liabilities, trade and other current payables | 62,485 | 186,681 |
1 A sensitivity analysis of + or - 0.25% is applied to the discount rates, which would have an impact on the present value of EUR -184 thousand and EUR +190 thousand.
2 Changes in demographic assumptions (EUR 0 thousand), changes in financial assumptions (EUR 490 thousand) and changes in experience assumptions (EUR 570 thousand).
3 Composed of accrued interest related to the bonds (see point 3.7 above).
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3.9 RECEIVABLES FROM AND PAYABLES TO SUBSIDIARIES
IN THOUSAND EUR
| 31/12/2023 | 31/12/2022 | |
| Receivables from subsidiaries1 | 495,153 | 823,998 |
| Debts to subsidiaries2 | −55,980 | −175,634 |
| Receivables from and debts to subsidiaries | 439,173 | 648,364 |
Sofina SA has signed revolving credit facilities agreements with commitment with several of its
subsidiaries. The loans thereby granted by Sofina SA to these subsidiaries bear interest at Euribor
+3 months plus a margin.
With regard to its payables (deposits made by subsidiaries), Sofina SA remunerates them at a
deposit rate that is reviewed regularly.
3.10 INTEREST INCOME AND EXPENSES
IN THOUSAND EUR
| 2023 | 2022 | |
| Interest on non-current assets | 392 | 35 |
| Interest on receivables from subsidiaries3 | 23,533 | 8,588 |
| Interest on current assets | 5,673 | 1,234 |
| Interest on debts to subsidiaries | −850 | −174 |
| Interest to banks | −10 | −226 |
| Interest on other liabilitie4 | −7,782 | −7,783 |
| Interest income and expenses | 20,956 | 1,674 |
3.11 NET REVENUE OF THE INVESTMENT PORTFOLIO
Realised capital gains on investments come mainly from Colruyt shares sales and from a partial
sale of an investment active in the rental of refrigerated vehicles.
Unrealised capital gains on investments mainly come from investments active in the fields of
personal hygiene products, biological crop protection, asset management and food hygiene.
Unrealised capital losses on investments are mainly due to our subsidiaries Sofina Capital, Sofina
US and other investments active in online education and the rental of refrigerated vehicles.
Unrealised capital losses on receivables come mainly from a loan granted to one of our investments
active in the rental of refrigerated vehicles.
IN THOUSAND EUR
| 2023 | 2022 | |
| Investments | ||
| Results realised upon transfers | 67,761 | 1,270 |
| Capital gains | 67,891 | 1,270 |
| Capital losses | −130 | 0 |
| Unrealised results | −541,138 | −1,879,321 |
| Capital gains | 209,934 | 95,883 |
| Capital losses | −751,072 | −1,975,204 |
| Total investments | −473,377 | −1,878,051 |
| Receivables | ||
| Results realised upon transfers | 0 | 0 |
| Capital gains | 0 | 0 |
| Capital losses | 0 | 0 |
| Unrealised results | −14,706 | 0 |
| Capital gains | 0 | 0 |
| Capital losses | −14,706 | 0 |
| Total receivables | −14,706 | 0 |
| Net result of the investment portfolio | −488,083 | −1,878,051 |
1 The amount for 2023 consists of revolving credit facilities contracts for EUR 327,877 thousand, a dividend receivable from a subsidiary for an amount of EUR 163,851 thousand, as well as trade receivables from subsidiaries for an amount of
EUR 3,425 thousand.
2 The amount for 2023 consists mainly of a current debt to a subsidiary for an amount of EUR 54,890 thousand, accrued interest on this debt for an amount of EUR 850 thousand, and trade payables to subsidiaries for an amount of EUR 240
thousand.
3 For details, see point 3.9 above.
4 Composed of accrued interest related to the bonds (see point 3.7 above).
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3.12 OTHER FINANCIAL RESULTS
IN THOUSAND EUR
| 2023 | 2022 | |
| Foreign exchange results | 141 | 550 |
| Results on other current assets | 20,448 | −6,796 |
| Other financial results | 20,589 | −6,246 |
3.13 OTHER EXPENSES
IN THOUSAND EUR
| 2023 | 2022 | |
| Other financial expenses | −2,358 | −2,025 |
| Services and other goods | −11,652 | −14,359 |
| Remuneration, social security charges and pensions | −21,184 | −21,868 |
| Miscellaneous | −5,416 | −7,014 |
| Other expenses | −40,610 | −45,266 |
Services and other goods mainly comprise consultancy services received.
3.14 TAXES
IN THOUSAND EUR
| INCOME TAXES | 2023 | 2022 |
| Current tax expense (+) / income (-) | 8 | 8 |
| Deferred tax expense (+) / income (-) | 0 | −1,564 |
| 8 | −1,556 | |
| Reconciliation between current tax expense (+) / income (-) | ||
| and accounting profit | ||
| Accounting profit before taxes | −104,259 | −1,873,082 |
| Taxes calculated at 25% | 0 | 0 |
| Impact of different tax rates used in other countries | 0 | 0 |
| Impact of tax exemption of net unrealized capital gains on | 79,472 | −59,381 |
| the portfolio under Investment Entity status | ||
| Impact of tax exemption of capital gains and reversals of | 13,972 | 64,078 |
| impairments and non-deductibility of capital losses and | ||
| impairments on investments | ||
| Impact of the exemption of dividends received | −93,855 | −5,830 |
| Impact of tax adjustments relating to prior years | 0 | 0 |
| Other tax adjustments (disallowed expenses) | 419 | 1,141 |
| Deferred tax expense (+) / income (-) | 0 | −1,564 |
| Income tax expense (+) / income (-) | 8 | −1,556 |
| Taxes on items recognised in equity | 0 | 0 |
| Deferred tax expense (+) / income (-) relating to the capital | 0 | −1,331 |
| gain on the sale of the "Rue de Naples" building |
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As a holding company, Sofina is fully exempt from tax on most of its income (dividends and capital
gains). This tax regime applicable to holding companies was introduced notably in Belgium and
in Luxembourg in order to avoid double taxation, a principle guided by the European Parent-Sub-
sidiary Directive. No deferred tax liability is therefore recognised for unrealised capital gains on
investments. However, there are a few investments for which a tax on capital gain in the country
of residence of the investee company can apply in specific situations encountered by some of
Sofina’s investment subsidiaries. The impact of the deferred tax liabilities for the temporary tax
differences recognised by such investment subsidiaries between the carrying amount and the tax
base of such portfolio investments is reflected in their fair value. At 31 December 2023, this impact
amounts to a total of EUR 37.06 million. Furthermore, Sofina does not meet the conditions to fall
within the scope of the Council Directive (EU) 2022/2523 of 14 December 2022 on ensuring a global
minimum level of taxation for multinational enterprise groups and large-scale domestic groups in
the European Union, introducing the so-called Pillar Two rules. Such rules apply to multinational
groups whose ultimate parent entity reports an annual consolidated revenue of EUR 750 million
or more in at least two of the four preceding fiscal years immediately preceding the tested fiscal
year. Under the Investment Entity status and applicable consolidation method, Sofina does not
meet the required criteria to fall in scope of such Pillar Two rules. There is therefore no deferred
taxes to recognise in this respect.
The reserves of Sofina SA include temporary differences arising from tax-exempt income prior to
1990 and tax rules applicable at that time. No deferred tax liability is recognised because Sofina SA
is able to control the timing of the reversal of such temporary differences and it is probable that the
temporary difference will not reverse in the foreseeable future. In this respect, at 31 December 2023,
the deferred tax liabilities not recognised amount to EUR 56.50 million (EUR 57.63 million in 2022).
Sofina SA does not recognise deferred tax assets for tax losses (and dividend-received-deduction)
carried forward for an unlimited time because their recovery is deemed uncertain in the foreseeable
future. At 31 December 2023, these deferred tax assets not recognised amount to EUR 6.80 million
(EUR 6.07 million in 2022).
As explained in point 2.1 above, there is also some accumulated profit within Luxembourg invest-
ment subsidiaries holding Sofina Private Funds which could all become taxable (at a 25% tax rate)
in some very unlikely scenarios (and, moreover, scenarios over which Sofina SA has the control).
Accordingly, no deferred tax liability is recognised for these amounts.
IN THOUSAND EUR
| ASSETS | LIABILITIES | |||
| DEFERRED TAX ASSETS AND LIABILITIES | 31/12/2023 | 31/12/2022 | 31/12/2023 | 31/12/2022 |
| Tangible fixed assets | 0 | 0 | 0 | 0 |
| Unrealised gains on financial fixed assets | 0 | 0 | 0 | 0 |
| Deferred tax assets and liabilities | 0 | 0 | 0 | 0 |
IN THOUSAND EUR
| EXPENSES | INCOME | |||
| DEFERRED TAXES RECOGNISED IN THE INCOME | 2023 | 2022 | 2023 | 2022 |
| STATEMENT | ||||
| Tangible fixed assets | 0 | 0 | 0 | 1,331 |
| Unrealised gains on shares | 0 | 0 | 0 | 233 |
| Deferred tax income and expenses | 0 | 0 | 0 | 1,564 |
IN THOUSAND EUR
| OTHER TAXES | 2023 | 2022 |
| Various taxes related to tangible assets | 201 | 94 |
| Non-deductible VAT | 1,886 | 2,016 |
| Annual tax on securities accounts | 378 | 691 |
| Tax on stock exchange transactions | 19 | 14 |
| Other taxes | 93 | 141 |
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3.15 PUBLIC AID
A subsidy of EUR 349,000 was granted in 2005 by the Brussels-Capital Region. This is a regional
contribution to the costs of renovation work on the facades of the mansion where Sofina has its
headquarters.
A subsidy of EUR 56,000 was granted in 2013 by the Brussels-Capital Region. This is a regional
contribution to the costs of renovation work on the facade of our building on Boulevard d’Anvers.
A subsidy of EUR 60,000 was granted in 2016 by the Brussels-Capital Region. This is a regional
contribution to the costs of renovation work on the facades of the mansion where Sofina has its
headquarters.
3.16 OFF-BALANCE SHEET RIGHTS AND COMMITMENTS
IN THOUSAND EUR
| 31/12/2023 | 31/12/2022 | ||||
| FOREIGN | EUR | FOREIGN | EUR | ||
| CURRENCY | CURRENCY | ||||
| Investment portfolio, uncalled | EUR | 121,520 | 91,499 | ||
| committed amounts 1 | |||||
| CAD | 154 | 105 | 190 | 132 | |
| USD | 1,333,461 | 1,206,753 | 1,315,795 | 1,233,635 | |
| GBP | 15,703 | 18,069 | 15,300 | 17,250 | |
| DKK | 1,119,487 | 150,208 | 0 | 0 | |
| 1,496,655 | 1,342,516 | ||||
| Obtained credit lines | 1,125,000 | 925,000 | |||
| Used amount | 0 | 0 | |||
| Unused amount | 1,125,000 | 925,000 | |||
| Credit lines granted to the | 965,000 | 765,000 | |||
| investment subsidiaries | |||||
| Used amount | 266,549 | 420,537 | |||
| Unused amount | 698,451 | 344,463 | |||
As a reminder, Sofina has pre-emptive or preferential subscription rights in certain investments of
its portfolio (considered in transparency) and these are conditional to an increase in the capital of
the portfolio company concerned or to the sale by a shareholder of its shares in the company. The
other rights obtained relate essentially to the possibility for Sofina and its investment subsidiaries to
follow a shareholder who sells all or part of its investment (tag-along right). The commitments given
by Sofina and its investment subsidiaries are related to follow-on obligations (transfer of shares)
in the event of the disposal by certain shareholders of their shares (drag-along right). The total fair
value of the investments concerned by these commitments amounts to EUR 3,498,057 thousand.
1 These amounts come mainly from subscriptions to investments by Sofina Private Funds amounting to EUR 1,300 million (see point 2.6 above). These commitments are subscribed by Sofina SA or by its investment subsidiaries (view in
transparency).
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3.17 RELATED PARTY TRANSACTIONS
IN THOUSAND EUR
| ASSETS AND LIABILITIES | 31/12/2023 | 31/12/2022 |
| Long-term receivables from non-consolidated related companies | 0 | 0 |
| Short-term receivables from non-consolidated related companies | 495,153 | 823,998 |
| Payables to non-consolidated related companies | −55,980 | −175,634 |
| RESULTS FROM RELATED PARTY TRANSACTIONS | 2023 | 2022 |
| Dividends received from non-consolidated related companies | 360,000 | 30,242 |
| Dividends received from associated companies | 8,686 | 6,621 |
| Interest received from non-consolidated related companies | 23,533 | 8,588 |
| Interest paid to non-consolidated related companies | −850 | −175 |
| Services provided to non-consolidated related companies | 2,792 | 5,416 |
| Services received from non-consolidated related companies | −641 | −845 |
| Compensation of key executives1 | ||
| Gross fixed compensation | 3,271 | 2,908 |
| Gross variable compensation | 27 | 24 |
| Director's fees | 2,176 | 2,115 |
| Group insurance, hospitalisation and healthcare | 784 | 709 |
| Share-based payment expenses | 5,296 | 3,797 |
| Data related to significant off-market transactions between | Nihil | Nihil |
| related parties |
The receivables from and payables to non-consolidated related companies consist mainly of loans
and deposits between Sofina and its subsidiaries. Their remuneration methods are detailed in
point 3.9 above.
The services provided mainly include investment services and investment advisory services relating
to investment opportunities and investments held by the service recipient.
The services received consist mainly of cash management services.
Sofina is the guarantor of the commitments of its non-consolidated related companies (i.e. its
subsidiaries).
Shareholding structure
Union Financière Boël SA, Société de Participations Industrielles SA and Mobilière et Immobilière
du Centre SA form a consortium within the meaning of Article 1:19 of the BCAC (together the
“Reference Shareholder”).
Based on the latest communication by the Reference Shareholder to the Company dated 23 August
2023, made in accordance with Article 74 of the Law of 1 April 2007 on public takeover bids, the
companies forming the Reference Shareholder held on 23 August 2023 shares in the Company
as set out in the table below:
| NUMBER OF SHARES | % OWNERSHIP | |
| Union Financière Boël SA | 7,676,729 | 22.41% |
| Société de Participations Industrielles SA | 8,486,320 | 24.78% |
| Mobilière et Immobilière du Centre SA | 2,535,968 | 7.40% |
| Sub-total of the reference Shareholder | 18,699,017 | 54.60% |
| Sofina SA (treasury shares) | 957,928 | 2.80% |
| Total | 19,656,945 | 57.40% |
As at 31 December 2023 Sofina held 1,052,928 treasury shares representing 3.07% of its share capital.
1 These are members of the Executive Committee (including the CEO) and non-Executive Directors.
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Auditors fee
IN THOUSAND EUR
| 2023 | 2022 | |
| Audit services performed by the Auditors | 114 | 91 |
| Other audit services performed by the Auditors | 16 | 39 |
| Other non-audit services performed by the Auditors' network | 0 | 125 |
| Audit services performed by the Auditors' network | 367 | 319 |
| Tax advisory services | 0 | 0 |
3.18 EMPLOYEE STOCK OPTION PLANS
Nature and scope of the agreements
Sofina offers stock option plans on Sofina shares to members of the Sofina group personnel
1
. These
options are exercisable at the earliest on 1st January of the fourth calendar year following the year
in which the offer was made, and at the latest until the end of the tenth calendar year following
the year in which the offer was made.
The option plans are settled exclusively in existing Sofina shares.
The Company ensures that it holds the necessary number of own shares at all times to cover the
various option plans.
| OPTIONS GRANTED | NUMBER | WEIGHTED AVERAGE |
| EXERCISE PRICE (IN EUR) | ||
| Exercisable as at 31/12/2022 | 198,050 | 147.89 |
| Outstanding as at 01/01/2023 | 651,900 | 248.11 |
| Granted 1 during the year | 203,500 | 209.94 |
| Exercised during the year | −15,000 | 128.55 |
| Renounced during the year | 0 | 0.00 |
| Expired during the year | 0 | 0.00 |
| Outstanding as at 31/12/2023 | 840,400 | 241.00 |
| Exercisable as at 31/12/2023 | 307,800 | 168.65 |
The weighted average share price at the exercise date of options exercised during the year was
EUR 210.50.
The range of exercise prices of the 840,400 options outstanding as at 31 December 2023 is EUR
85.96 to EUR 385.40 (see table below) and the weighted average remaining contractual life is seven
years with a range of zero to nine years to exercise the options.
| RANGE OF EXERCISE PRICE OF THE OPTIONS | NUMBER | WEIGHTED AVERAGE |
| GRANTED | EXERCISE PRICE (IN EUR) | |
| 50 EUR to 100 EUR | 11,600 | 85.96 |
| 101 EUR to 150 EUR | 72,950 | 125.79 |
| 151 EUR to 200 EUR | 223,250 | 186.96 |
| 200 EUR to 250 EUR | 336,050 | 222.81 |
| 350 EUR to 400 EUR | 196,550 | 385.40 |
| Options outstanding as at 31/12/2023 | 840,400 |
Calculation of the value
Weighted average value of options granted
2
in 2023: EUR 50.08. The valuation model used is the
Black-Scholes model. The weighted averages of the main parameters used for the calculations are:
| YEAR | UNDERLYING | DIVIDEND YIELD | RISK-FREE | EXPECTED | TIME TO |
| SHARE PRICE | INTEREST RATE | VOLATILITY | MATURITY | ||
| (IN EUR) | (IN YEARS) | ||||
| 2023 | 209.94 | 1.54% | 2.44% | 25.21% | 6.5 |
Volatility has been calculated on the basis of historical movements in the Sofina share price over
the past 6,5 years (corresponding to the average time maturity of the plans).
Effect on the result
The 2023 expense related to the stock option plans amounts to EUR 8,344 thousand (EUR
5,902 thousand in 2022).
3.19 POST-CLOSING DATE EVENTS
Events after the end of the financial year are listed in the Year in review section, which forms an
integral part of the Management report.
1 Employees and Chief Executive Officer.
2 Grant date on the last day of the sixty-days acceptance period.
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3.20 LIST OF SUBSIDIARIES AND ASSOCIATED COMPANIES
| CORPORATE RIGHTS HELD | CORPORATE RIGHTS HELD | ||||
| NAME AND HEADQUARTERS | LINK | NUMBER OF | % OWNERSHIP AS | NUMBER OF SHARES | % OWNERSHIP |
| SHARES | AT 31/12/2023 | AS AT 31/12/2022 | |||
| A. INVESTMENT SUBSIDIARIES - AT FAIR VALUE | |||||
| Global Education Holding SA | Indirect | 277,262 | 82.01 | 277,262 | 82.01 |
| 12, rue Léon Laval - LU-3372 Leudelange | |||||
| Sofina Asia Private Ltd. | Direct | 615,000 | 100 | 375,000 | 100 |
| 108 Amoy Street # 03-01 - SG-069928 Singapore | |||||
| Sofina Capital SA | Direct | 5,872,576 | 100 | 5,872,576 | 100 |
| 12, rue Léon Laval - LU-3372 Leudelange | |||||
| Sofina Global SA SIF | Indirect | 17,500,000 | 100 | 17,500,000 | 100 |
| 12, rue Léon Laval - LU-3372 Leudelange | |||||
| Sofina Partners SA | Indirect | 46,668,777 | 100 | 46,668,777 | 100 |
| 12, rue Léon Laval - LU-3372 Leudelange | |||||
| Sofina Private Equity SA SICAR | Indirect | 5,910,000 | 100 | 5,910,000 | 100 |
| 12, rue Léon Laval - LU-3372 Leudelange | |||||
| Sofina US, LLC | Direct | 802,000 | 100 | 802,000 | 100 |
| 160 Federal Street, 9th floor - MA 02110 Boston - USA | |||||
| Sofina Ventures SA | Direct | 11,709 | 100 | 11,709 | 100 |
| 29, rue de l'Industrie - 1040 Brussels | |||||
| Company number 0423 386 786 |
| B. ASSOCIATED COMPANIES - AT FAIR VALUE | |||||
| Biotech Dental | Direct | 0 | 0.00 | 6,154,900 | 24.75 |
| 305, Allées de Craponne - 13300 Salon-de-Provence - France | |||||
| Cambridge Associates | Indirect | 24,242 | 23.68 | 24,242 | 23.64 |
| 125 High Street - MA 02110 Boston - USA | |||||
| Drylock Technologies | Direct | 169,782,750 | 25.00 | 150,000,000 | 25.64 |
| Spinnerijstraat 12- 9240 Zele | |||||
| Company number 0479 766 057 | |||||
| Green E Origin | Indirect | 279,851 | 24.51 | 0 | 0.00 |
| 4, rue du Fort Wallis - LU-2714 Luxembourg | |||||
| Groupe Petit Forestier | Direct | 976,838 | 33.62 | 1,244,172 | 43.39 |
| 11, route de Tremblay - 93420 Villepinte - France | |||||
| MXP Prime Platform (SellerX) | Indirect | 1,284,209 | 26.09 | 6,604 | 7.89 |
| Jägerstraße 41 - 10117 Berlin - Germany | |||||
| Nuxe International | Indirect | 193,261,167 | 49.00 | 193,261,167 | 49.00 |
| 127, rue d'Aguesseau - 92100 Boulogne-Billancourt - France | |||||
| Polygone | Direct | 221,076 | 20.96 | 221,076 | 20.96 |
| 59, Quai Rambaud - 69002 Lyon - France |
Considering Sofina’s compliance with the conditions laid down in Article 70 of the Luxembourg law of 19 December 2002, Luxembourg subsidiaries (except Sofina Private Equity SA SICAR and Sofina
Global SA SIF) may be exempted from certain provisions relating to the publication of their statutory annual accounts.
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3.21 SUMMARY OF MATERIAL ACCOUNTING POLICIES
The following new standards and interpretations became effective in 2023:
• IFRS 17 - Insurance Contracts (applicable for the annual period beginning on or after 1
st
January
2023);
• Amendments to IFRS 17 - Insurance contracts: Initial Application of IFRS 17 and IFRS 9 – Compar-
ative Information (applicable for the annual period beginning on or after 1
st
January 2023);
• Amendments to IAS 1 - Presentation of Financial Statements and IFRS Practice Statement 2: Dis-
closure of Accounting Policies (applicable for the annual period beginning on or after 1
st
January
2023);
• Amendments to IAS 8 - Accounting policies, Changes in Accounting Estimates and Errors: Defi-
nition of Accounting Estimates (applicable for annual periods beginning on or after 1
st
January
2023);
• Amendments to IAS 12 - Income Taxes: Deferred Tax related to Assets and Liabilities arising from
a Single Transaction (applicable for annual periods beginning on or after 1
st
January 2023); and
• Amendments to IAS 12 - Income taxes: International Tax Reform – Pillar Two Model Rules (effec-
tive immediately but not yet endorsed in the EU – disclosures are required for annual periods
beginning on or after 1
st
January 2023).
The application of these standards and interpretations does not, however, have any material impact
on the financial statements of Sofina.
Sofina has not anticipated the application of the new and amended standards and interpretations
not yet applicable for the annual period beginning on or after 1
st
January 2023:
• Amendments to IAS 1 - Presentation of Financial Statements: Classification of Liabilities as Current
or Non-current Liabilities with Covenants (applicable for annual periods beginning on or after 1
st
January 2024);
• Amendments to IFRS 16 - Leases: Lease Liability in a Sale and Leaseback (applicable for annual
periods beginning on or after 1
st
January 2024);
• Amendments to IAS 7 - Statement of Cash Flows and IFRS 7 - Financial Instruments: Disclosures:
Supplier Finance Arrangements (applicable for annual periods beginning on or after 1
st
January
2024, but not yet endorsed in the European Union); and
• Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates: Lack of Exchangea-
bility (applicable for annual periods beginning on or after 1
st
January 2025, but not yet endorsed
in the EU).
The future application of these new standards and interpretations is not expected to have a sig-
nificant impact on the consolidated financial statements.
Basis of evaluation
The IFRS consolidated financial statements are prepared on the basis of fair value through profit
and loss except for trade and employee receivables and payables, which are measured at amor-
tised cost.
In order to reflect the significance of the data used in fair value measurements, the Sofina group
classifies these measurements into a hierarchy consisting of the following levels:
• Level 1: listed prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2: data other than listed prices included in level 1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e. derived from prices);
• Level 3: data for the asset or liability that are not based on observable market data (unobservable
data).
Consolidation principles
In accordance with its status as an Investment Entity, Sofina does not consolidate its subsidiaries
and does not apply IFRS 3 when it acquires control of another entity.
An exception to this is made for subsidiaries that only provide services related to Sofina’s investment
activities. These subsidiaries are fully consolidated.
Investments in other subsidiaries, which do not exclusively provide services related to Sofina’s
investment activities, are also measured at fair value through profit and loss in accordance with
IFRS 9.
Investments in which Sofina exercises significant influence are also measured at fair value through
profit and loss in accordance with IAS 28, §18 and IFRS 9.
The list of subsidiaries and associated companies is presented above under point 3.20. This list
does not include companies in which Sofina holds more than 20% of the capital without exer-
cising significant influence, because, for example, it has neither a representative mandate on
the board of directors nor veto rights (other than the usual protective rights, for reorganisations,
capital increases, etc.).
Transactions in foreign currenties
Transactions in foreign currencies are accounted for at the exchange rate in force on the date of
the transaction.
The impact of foreign exchange is recognised in the income statement under “Other financial
income and expenses”.
Monetary assets and liabilities denominated in foreign currencies are translated at closing rates.
Exchange differences arising from these transactions, as well as exchange differences arising from
the translation of monetary assets and liabilities denominated in foreign currencies, are recognised
in the income statement. Non-monetary assets and liabilities denominated in foreign currencies
are translated at the exchange rate in force on the transaction date.
The financial statements of foreign companies included in the consolidation are translated into
euros at the closing rate for balance sheet accounts and at the average exchange rate for the year
for income statement accounts. The difference resulting from the use of these two different rates
is recorded in the consolidated balance sheet under Reserves.
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Main foreign exchange rates
| 31/12/2023 | 31/12/2022 | |
| Closing rate | 1 EUR = | 1 EUR = |
| USD | 1.1050 | 1.0666 |
| GBP | 0.8691 | 0.8869 |
| CHF | 0.9260 | 0.9847 |
| SGD | 1.4591 | 1.4300 |
| CAD | 1.4642 | 1.4440 |
| INR | 91.9045 | 88.1710 |
| CNY | 7.8509 | n/a |
| DKK | 7.4529 | n/a |
(In)tangible fixed assets
(In)tangible fixed assets are recorded on the assets side of the balance sheet at their
acquisition or production cost, less accumulated depreciation and any impairment losses.
(In)tangible fixed assets are depreciated over their estimated useful life using the straight-line
method.
• Buildings: 30 years
• Equipment and furniture: 3 to 10 years
• Rolling stock: 5 years
• Licenses: 5 years
Investments and receivables
Investments at fair value are recorded at the transaction date and are measured at fair value.
Equity investments at fair value consist of securities that are acquired with the aim of obtaining
returns in the form of capital gains and/or investment income. They are measured at fair value
at each balance sheet date. Unrealised gains and losses are recognised directly in the income
statement. In the event of disposal, the difference between the net sale proceeds and the carrying
amount is charged or credited to the income statement.
Deposits and other current financial assets
Trade receivables are measured at amortised cost. IFRS 9 requires the recognition of credit losses
on all debt instruments, loans and trade receivables on the basis of their useful life. This impairment
model under IFRS 9 is based on the anticipation of losses and does not have a significant impact
on the measurement of impairment of financial assets.
Deposits are designated at fair value through the income statement.
Receivables from subsidiaries are designated at fair value through the income statement.
Cash and cash equivalents comprise cash and term deposits with a maturity of less than three
months.
Treasury shares
Purchases and sales of treasury shares are deducted from and added to equity respectively.
Changes during the period are explained in the statement of changes in equity. No result is
recorded on these changes.
Employee benefits
The Sofina group’s employees benefit from “defined benefit”, “defined contribution” and “cash
balance” pension plans. These pension plans are financed by contributions from Sofina group
companies and subsidiaries employing staff and by contributions from the staff.
For pension plans, the cost of pension obligations is determined using the “Projected Unit Credit”
actuarial method for “defined benefit” plans and the “Traditional Unit Credit” method for “defined
contribution” and “cash balance” plans in accordance with the principles of IAS 19. The present
value of the promised benefits is calculated. This calculated present value is then compared with
the existing funding and, if necessary, generates an accounting provision. The costs established by
the actuaries are themselves compared with the premiums or contributions paid by the employer
to the funding organisation and, if necessary, generate an additional expense in the consolidated
income statement.
The amount recognised in the balance sheet corresponds to the present value of the pension
obligations less the fair value of pension plan assets, in accordance with the principles of IAS 19.
Actuarial differences, differences between the actual return on assets and the normative return
on assets, as well as the effect of the asset ceiling (excluding the interest effect) are recognised in
full in equity, without subsequent reclassification to the income statement.
Share based incentive plans granted are accounted for in accordance with IFRS 2. Under this
standard, the fair value of the options at the grant date is recognised in the income statement
over the vesting period. Options are valued using a generally accepted valuation model based on
market conditions prevailing at the time of granting.
Financial liabilities
Derivative financial instruments are initially recorded at fair value and revalued at each balance
sheet date. Changes in fair value are recognised in the income statement.
Trade payables, loans and bank overdrafts are initially measured at fair value less transaction costs
directly attributable to their acquisition or issue and subsequently measured at amortised cost.
Payables to subsidiaries are designated at fair value through the income statement.
IFRS 16 – Leases: when a lease is entered into (unless it is a short-term lease or concerns a low-value
asset), a liability is recognised for the related commitment, valued at amortised cost, and the related
asset is recognised as property, plant and equipment.
Provisions
A provision is recognised when a legal or constructive obligation exists at the balance sheet date
as a result of a past event and it is probable that an outflow of resources will be required to settle
the obligation, the amount of which can be reliably estimated.
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Taxes
Taxes include income taxes and deferred taxes. Deferred taxes are recognised in the income state-
ment except when they relate to items that have been recognised directly in equity, in which case
they are also recognised directly in this item.
Income taxes consist of taxes payable on taxable income for the year, together with any adjust-
ments relating to previous years.
Deferred taxes consist of income taxes payable or recoverable in future years in respect of tem-
porary differences between the carrying amount of assets and liabilities and their tax base and in
respect of unused tax loss carry forwards.
Deferred tax is not recognised on temporary differences arising from goodwill that is not deductible
for tax purposes, from the initial recognition of assets or liabilities in a transaction that is not a busi-
ness combination and affects neither accounting nor taxable profit at the time of the transaction,
or from investments in subsidiaries, provided it is probable that the temporary difference will not
be reversed in the foreseeable future.
Deferred taxes on unused tax losses are recognised only to the extent that taxable profits are likely
to be realised, thereby enabling the losses to be utilised.
Taxes are calculated at the tax rates that have been enacted at the closing date.
Income and expenses
Income and expenses are recognised as follows:
• The gross amounts of dividends are recognised in the income statement at the date of allocation;
• Interest income is recognised when earned;
• Interest expense is recorded as incurred;
• Gains and losses on non-current assets and gains and losses on current assets are recognised at
the date of the transaction that generated them;
• Other income and expenses are recognised at the time of the transaction;
• Sofina SA provides investment management services to non-consolidated subsidiaries. Each
resulting service obligation is covered by a service contract and the related revenue is recognised
as the service obligation is fulfilled (over the term of the contract). Services provided by non-con-
solidated subsidiaries to Sofina SA are treated in the same way;
• The gross amount of income and capital gains of non-consolidated foreign investments are
recognised in the income statement.
Significant accounting judgments and sources of uncertainty in accounting estimates
The main accounting estimates relate to the valuation of the investment portfolio: the significant
assumptions and judgments are discussed in the notes on the fair value of the portfolio under
point 2.4 above.
The significant judgments made by Sofina when determining its status as an Investment Entity
relate to the assessment of the existence of a divestment strategy on portfolio investments, as well
as the assessment of this divestment strategy on investments held by subsidiaries rather than on
direct investments in these subsidiaries.
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Free translation of the French original
INDEPENDENT AUDITOR’S REPORT
TO THE GENERAL MEETING OF
SOFINA SA FOR THE YEAR ENDED
31 DECEMBER 2023
In the context of the statutory audit of the Consolidated Financial Statements) of Sofina SA
(the “Company”) and its subsidiaries (together the “Group”), we report to you as statutory
auditor. This report includes our opinion on consolidated balance sheet as at 31 December
2023, the consolidated income statement, the consolidated statement of comprehensive
income, the changes in consolidated shareholders’ equity and the consolidated cash
flow statement for the year ended 31 December 2023 and the disclosures including
material accounting policy information (all elements together the “Consolidated Financial
Statements”) as well as our report on other legal and regulatory requirements. These two
reports are considered one report and are inseparable.
We have been appointed as statutory auditor by the shareholders’ meeting of 4 May 2023,
in accordance with the proposition by the Board of Directors following recommendation of
the Audit Committee. Our mandate expires at the shareholders’ meeting that will deliberate
on the Consolidated Financial Statements for the year ending 31 December 2025. We
performed the audit of the Consolidated Financial Statements of the Group during 4
consecutive years.
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Report on the audit
of the Consolidated
Financial Statements
UNQUALIFIED OPINION
We have audited the Consolidated Financial Statements of
Sofina SA, that comprise of consolidated balance sheet on
31 December 2023, the consolidated income statement, the
consolidated statement of comprehensive income, the changes
in consolidated shareholders’ equity and the consolidated cash
flow statement of the year and the disclosures, including mate-
rial accounting policy information, which show a consolidated
balance sheet total of € 9.842.933 thousand and of which the
consolidated income statement shows a loss for the year of €
104.267 thousand.
In our opinion, the Consolidated Financial Statements give a true
and fair view of the consolidated net equity and financial position
as at 31 December 2023, and of its consolidated results for the
year then ended, prepared in accordance with the International
Financial Reporting Standards as adopted by the European
Union (“IFRS”) and with applicable legal and regulatory require-
ments in Belgium .
BASIS FOR THE UNQUALIFIED OPINION
We conducted our audit in accordance with International Stand-
ards on Auditing (“ISA’s”) applicable in Belgium. In addition, we
have applied the ISA’s approved by the International Auditing
and Assurance Standards Board (“IAASB”) that apply at the cur-
rent year-end date and have not yet been approved at national
level. Our responsibilities under those standards are further
described in the “Our responsibilities for the audit of the Consol-
idated Financial Statements” section of our report.
We have complied with all ethical requirements that are rele-
vant to our audit of the Consolidated Financial Statements in
Belgium, including those with respect to independence.
We have obtained from the Board of Directors and the officials
of the Company the explanations and information necessary for
the performance of our audit and we believe that the audit evi-
dence 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 Consol-
idated Financial Statements of the current reporting period. .
These matters were addressed in the context of our audit of the
Consolidated Financial Statements as a whole and in forming
our opinion thereon, and consequently we do not provide a
separate opinion on these matters.
VALUATION OF UNLISTED INVESTMENTS
Description of the key audit matter
As described in note 2.4 (Fair Value of the total investment port-
folio in transparency) of the Consolidated Financial Statements,
the Group holds, in its portfolios « Sofina Direct », investments
in unlisted companies for a total of € 4.017.081 thousand, which
represents 41 % of the total assets.
These investments are classified as « financial assets » within
the definition of IFRS 9 – Financial Instruments, which should
be measured at fair value. The Group applies the « International
Private Equity and Venture Capital Valuation » (« IPEV ») guide-
lines in the valuation of these assets.
The company uses an independent valuation specialist to con-
firm that the fair values estimated internally by the Company
are appropriate and within the specialist’s own valuation range.
The determination of the fair value of these unlisted « financial
assets », for which limited public data is available, is a key audit
matter as it depends on significant estimates and/or judge-
ments from the management, such as the choice of the val-
uation method used and the underlying assumptions used.
This fair value therefore falls under the level 3 of the fair value
hierarchy according to IFRS 13 - Fair Value Measurement.
Summary of the procedures performed
We have analyzed the valuation process of unlisted participa-
tions as well as the internal controls related thereto, in particular
the use of an independent specialist to confirm the fair values
estimated internally and management’s review controls of these
fair values.
We have verified the design and the operational effectiveness
of these internal controls by:
. Evaluating the independence, competence and capabilities
of the management’s valuation specialist;
. Reviewing the quality of the management’s valuation special-
ist memorandum prepared twice a year;
For all unlisted participations, we investigated any change in the
valuation methodology applied by Sofina, and we performed
an analytical review by comparing the fair value change in the
current year with the performance of a relevant sectorial share
price index. Differences outside a reasonable expected range
were investigated and explained.
We have tested, on the basis of a sampling, the valuation by
Sofina of these participations focusing on the choice of methods
used as well as on the underlying assumptions. In particular, for
each selected participation in this sample:
. We obtained and reviewed the valuation memorandum pre-
pared by Sofina;
• We challenged the consistency and the appropriateness of the
valuation basis selected by reviewing the valuation method-
ology and valuation model adopted in accordance with IFRS
and IPEV;
• We reconciled the data used in the valuation models with
relevant and available external sources. These data include the
transaction multiples used, the published results or informa-
tion coming directly from the management of the companies
in which a participation is held;
. We challenged the key assumptions affecting these valuations
(multiples, peers benchmarks, discount factor,…) ;
. We checked the reliability of the management accounts / busi-
ness plan by reviewing the back testing performed by Sofina, in
order to assess the quality of the documentation received from
the investee in the prior valuation exercises;
. We verified the mathematical accuracy of the valuation
models;
. We developed our own fair value estimation in accordance with
ISA 540 by performing a sensitivity analysis on key estimates and
compared our results with Sofina’s valuation;
. We ensured that the percentages of ownership were correctly
used in the valuation through direct confirmation.
. We obtained and reviewed the year-end analysis report of
the management’s valuation specialist and verified that Sofina’s
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• Notes to the consolidated
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• Independent
auditor’s report
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fair values were within the range deemed acceptable by the
specialist.
When available, we compared valuations with recent at arm’s
length transactions and assessed whether these transactions
(including subsequent to year-end) should imply a change in
the fair value.
We discussed with the management regarding any subsequent
events which would significantly affect participations in the
“Sofina Direct” portfolio, and assessed whether such subsequent
events were adjusting or not.
We have verified that the change in fair value of the partic-
ipations has been appropriately recognised in the income
statement.
Lastly, we have verified that the content of the note 2.4 of the
Consolidated Financial Statements relating to these unlisted
participations complied with the requirements of the relevant
IFRS standards.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
FOR THE PREPARATION OF THE CONSOLIDATED
FINANCIAL STATEMENTS
The Board of Directors is responsible for the preparation of the
Consolidated Financial Statements that give a true and fair view
in accordance with IFRS and with applicable legal and regulatory
requirements in Belgium and for such internal controls relevant
to the preparation of the Consolidated Financial Statements that
are free from material misstatement, whether due to fraud or
error.
As part of the preparation of Consolidated Financial Statements,
the Board of Directors is responsible for assessing the Company’s
ability to continue as a going concern, and provide, if applicable,
information on matters impacting going concern, The Board
of Directors should prepare the financial statements using the
going concern basis of accounting, unless the Board of Directors
either intends to liquidate the Company or to cease business
operations, or has no realistic alternative but to do so.
OUR RESPONSIBILITIES FOR THE AUDIT OF THE
CONSOLIDATED FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance whether the
Consolidated Financial Statements are free from material mis-
statement, whether due to fraud or error, and to express an
opinion on these Consolidated Financial Statements based on
our audit. Reasonable assurance is a high level of assurance, but
not a guarantee that an audit conducted in accordance with the
ISA’s will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and 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.
In performing our audit, we comply with the legal, regulatory
and normative framework that applies to the audit of the Con-
solidated Financial Statements in Belgium. However, a statutory
audit does not provide assurance about the future viability of the
Company and the Group, nor about the efficiency or effective-
ness with which the board of directors has taken or will under-
take the Company’s and the Group’s business operations. Our
responsibilities with regards to the going concern assumption
used by the board of directors are described below.
As part of an audit in accordance with ISA’s, we exercise pro
-
fessional judgment and we maintain professional skepticism
throughout the audit. We also perform the following tasks:
• identification and assessment of the risks of material misstate-
ment of the Consolidated Financial Statements, whether due to
fraud or error, the planning and execution of audit procedures
to respond to these risks and obtain audit evidence which is
sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting material misstatements resulting
from fraud is higher than when such misstatements result
from errors, since fraud may involve collusion, forgery, inten-
tional omissions, misrepresentations, or the override of internal
control;
• obtaining insight in the system of internal controls that are
relevant for the audit and with the objective 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;
• evaluating the selected and applied accounting policies, and
evaluating the reasonability of the accounting estimates and
related disclosures made by the Board of Directors as well as
the underlying information given 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 or not a material uncertainty
exists related to events or conditions that may cast significant
doubt on the Company’s or 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 auditor’s report to the
related disclosures in the Consolidated Financial Statements
or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on audit evidence obtained up to
the date of the auditor’s report. However, future events or
conditions may cause the Company to cease to continue as a
going-concern;
• evaluating the overall presentation, structure and content of the
Consolidated Financial Statements, and evaluating whether
the Consolidated Financial Statements reflect a true and fair
view of the underlying transactions and events.
We communicate with the Audit Committee within the Board
of Directors 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.
Because we are ultimately responsible for the opinion, we are
also responsible for directing, supervising and performing the
audits of the subsidiaries. In this respect we have determined
the nature and extent of the audit procedures to be carried out
for group entities.
We provide the Audit Committee within the Board of Directors
with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may rea
-
sonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with the Audit Committee
within the Board of Directors, we determine those matters that
were of most significance in the audit of the Consolidated Finan-
cial Statements of the current period and are therefore the key
audit matters. We describe these matters in our report, unless
the law or regulations prohibit this.
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Report on other legal and
regulatory requirements
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors is responsible for the preparation and the
content of the Board of Directors’ report on the Consolidated
Financial Statements, and other information included in the
annual report.
RESPONSIBILITIES OF THE AUDITOR
In the context of our mandate and in accordance with the addi-
tional standard to the ISA’s applicable in Belgium, it is our responsi-
bility to verify, in all material respects, the Board of Directors’ report
on the Consolidated Financial Statements, and other information
included in the annual report, as well as to report on these matters.
ASPECTS RELATING TO BOARD OF DIRECTORS’
REPORT AND OTHER INFORMATION INCLUDED
IN THE ANNUAL REPORT
In our opinion, after carrying out specific procedures on the
Board of Directors’ report, the Board of Directors’ report is con-
sistent with the Consolidated Financial Statements and has
been prepared in accordance with article 3:32 of the Code of
companies and associations.
In the context of our audit of the Consolidated Financial State-
ments, we are also responsible to consider whether, based on the
information that we became aware of during the performance
of our audit, the Board of Directors’ report and other information
included in the annual report, being the Financial indicators (on
page
27 of the annual report), contain any material inconsist-
encies or contains information that is inaccurate or otherwise
misleading. In light of the work performed, there are no material
inconsistencies to be reported.
INDEPENDENCE MATTERS
Our audit firm and our network have not performed any ser-
vices that are not compatible with the audit of the Consolidated
Financial Statements and have remained independent of the
Company during the course of our mandate.
The fees related to additional services which are compatible with
the audit of the Consolidated Financial Statements as referred
1. Acting on behalf of a BV/SRL
to in article 3:65 of the Code of companies and associations
were duly itemized and valued in the notes to the Consolidated
Financial Statements.
EUROPEAN SINGLE ELECTRONIC FORMAT
(“ESEF”)
In accordance with the standard on the audit of the conform-
ity of the financial statements with the European single elec-
tronic format (hereinafter “ESEF”), we have carried out the
audit of the compliance of the ESEF format with the regulatory
technical standards set by the European Delegated Regula-
tion No 2019/815 of 17 December 2018 (hereinafter: “Delegated
Regulation”).
The board of directors is responsible for the preparation, in
accordance with the ESEF requirements, of the consolidated
financial statements in the form of an electronic file in ESEF
format in the official French language (hereinafter ‘the digital
consolidated financial statements’) included in the annual finan-
cial report available on the portal of the FSMA (https://www.fsma.
be/fr/stori) in the official French language.
It is our responsibility to obtain sufficient and appropriate sup-
porting evidence to conclude that the format and markup lan-
guage of the digital consolidated financial statements comply
in all material respects with the ESEF requirements under the
Delegated Regulation.
Based on the work performed by us, we conclude that the
format and tagging of information in the digital consolidated
financial statements of Sofina SA per 31 December 2023 included
in the annual financial report available on the portal of the FSMA
(https://www.fsma.be/fr/stori) in the official French language are,
in all material respects, in accordance with the ESEF require-
ments under the Delegated Regulation.
OTHER COMMUNICATIONS
• This report is consistent with our supplementary declaration to
the Audit Committee as specified in article 11 of the regulation
(EU) nr. 537/2014.
Brussels, 28 March 2024
EY Bedrijfsrevisoren BV
Statutory auditor
Represented by
Jean-François Hubin
1
Partner
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• Independent
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STATUTORY FINANCIAL
STATEMENTS OF SOFINA SA AND
APPROPRIATION OF RESULT
Accounts as at 31 December 2023 (after appropriation of result)
IN MILLION EUR
ASSETS
31/12/2023 31/12/2022
Fixed assets 2,141 1,649
(In)Tangible fixed assets 9 9
Financial fixed assets 2,132 1,640
Related companies 1,140 475
Other companies linked with
participating interest
667 638
Other financial fixed assets 325 528
Current assets 1,404 1,811
Amounts receivable within one year 510 829
Cash investments 779 841
Cash and cash equivalents 113 140
Deferred charges and accrued
income
2 1
TOTAL ASSETS 3,545 3,460
IN MILLION EUR
LIABILITIES
31/12/2023 31/12/2022
Shareholders' equity 2,668 2,464
Share capital 80 80
Share premium 4 4
Reserves 1,771 1,712
Retained earnings 813 668
Provisions and deferred taxes 2 4
Amounts payable 875 992
Amounts payable after one year 696 695
Amounts payable within one year 177 294
Accrued charges and deferred
income
2 3
TOTAL LIABILITIES 3,545 3,460
IN ACCORDANCE WITH
ARTICLE 3:17 OF THE BCAC,
THE ACCOUNTS PRESENTED
BELOW ARE AN ABRIDGED
VERSION OF THE ANNUAL
ACCOUNTS. THE FULL
VERSION, INCLUDING THE
BALANCE SHEET, WILL BE
FILED WITH THE NATIONAL
BANK OF BELGIUM AND IS
ALSO AVAILABLE AT SOFINA’S
REGISTERED OFFICE AND
ON ITS WEBSITE. THE
AUDITOR’S OPINION ON THE
FINANCIAL STATEMENTS
IS UNQUALIFIED.
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Income statement
IN MILLION EUR
2023 2022
Sales and services 10 16
Turnover 3 6
Other operating income 7 10
Non-recurring operating income 0 0
Cost of sales and services 32 42
Services and other goods 13 14
Remuneration, social security and pensions 14 24
Provisions for liabilities and charges −1 −2
Other operating charges 6 6
0 0
Operating profit (+) / loss (-) −22 −26
Financial income 629 101
Recurring financial income 410 78
Income from financial assets 378 48
Income from current assets 28 9
Other financial income 4 21
Non-recurring financial income 219 23
Financial charges 286 356
Recurring financial charges 2 83
Debt charges 9 8
Other financial charges −7 75
Non-recurring financial charges 284 273
Profit (+) / Loss (-) of the year before taxes 321 −281
Taxes 0 0
Profit (+) / Loss (-) of the year 321 −281
Transfers from (+) / Transfers to (-) untaxed reserves 5 24
Profit (+) / Loss (-) of the year available for appropriation 326 −257
Appropriation account
IN MILLION EUR
2023 2022
Profit (+) / Loss (-) to be appropriated 994 779
Profit (+) / Loss (-) of the year to be appropriated 326 −257
Profit (+) / Loss (-) brought forward from the preceding year 668 1,036
Transfers from shareholders' equity 0 0
From reserves 0 0
Appropriation to shareholders' equity 64 0
To other reserves 64 0
Profit (+) / Loss (-) to be brought forward 813 668
Profit to be brought forward 813 668
Profit to be distributed 117 110
Return on capital 115 108
Directors 2 2
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Result appropriation
It is proposed to the Annual General Meeting of Sofina SA which will be held on 8 May 2024 to
proceed with the appropriation of the result of EUR 994,078 thousand as follows:
IN THOUSAND EUR
Net dividend of EUR 2.345 80,316
Withholding tax on the dividend 34,421
Directors 2,409
Available reserves 63,661
Profit carried forward 813,271
994,078
The appropriation of the result includes the distribution of a gross dividend of EUR 3.35 per share,
representing a net dividend of EUR 2.345, an increase of EUR 0.08 compared with the previous year.
Since the treasury shares are not entitled to a dividend in accordance with Article 7:217, §3 of the
BCAC, the total dividend amount depends on the number of treasury shares held by Sofina SA on
19 May 2024 at 11.59 pm Belgian time (i.e. the trading day before the ex-date). Accordingly, the Board
of Directors proposes to authorise the CEO to record the final total dividend amount (and the result-
ing changes to the director’s fees and result appropriation) in the statutory financial statements.
The maximum total amount of gross dividend proposed is EUR 114,738 thousand (34,250,000 x EUR
3.35), including a withholding tax of EUR 34,421 thousand.
If the Annual General Meeting approves this proposal, a dividend of EUR 2.345
1
net of withholding
tax will be paid to each share as from 22 May 2024 (ex-date: 20 May 2024 and record date: 21 May
2024) upon detachment of coupon nr. 26.
Payments will be made in Belgium by Euroclear Belgium .
1 The beneficiaries referred to in Art. 264, para. 1, 1° and 264/1 of the ITC, as well as foreign pension funds and approved pension savings funds and holders of a qualifying individual savings account referred to in Art. 106, para. 2, Art. 115, para. 1
and para. 2, Art. 117, para. 2 of the RD/ITC and Art. 266, para. 4 of the ITC may receive the gross amount of coupon nr. 26, i.e. EUR 3.35, provided that they submit the required certificates no later than 31 May 2024. Beneficiaries of a double tax
treaty may benefit from a withholding tax reduction under the conditions set in said treaties.
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• Notes to the consolidated
financial statements
• Independent
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• Statutory financial
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Glossary
• 2020 Code: 2020 Belgian Code on Corporate Governance.
• ANAVPS: A concept used in the calculation of the LTIP per-
formance test. This is the adjusted NAVPS. The ANAVPS at
the beginning of each year of the cohort (four-year reference
period) is based on Sofina’s audited NAVPS as at 31 Decem-
ber of the previous year, minus an amount equal to twice the
gross dividend distributed in the year in question. The ANAVPS
at the end of each year of the cohort must be based on the
audited NAVPS as at 31 December of that year, reduced by an
amount equal to twice the dividend distributed in that year,
multiplied by a rate equal to a maximum of (x) 0% and (y) the
12-month Euribor rate as published on 31 December of the
previous year.
• Average annual return: Average annual growth rate cal-
culated on the basis of the change in equity per share
(NAVPS) during the period ending on 31 December 2023,
taking into account the gross dividend(s) per share of
Sofina. It is expressed on an annualised basis. As an exam
-
ple, the average annual return over one year is calculated
as follows and is based on the “XIRR” formula in Excel:
YEAR
NAVPS
(T-1)
GROSS
DIVIDEND
PAID
(IN EUR)
NAVPS
(T)
PERFOR-
MANCE
(IN %)
2023 279.41 3.24 273.62 −0.90%
It should be noted that the comparison of Sofina’s average
annual return against a benchmark index is made on the basis
of identical periods.
Since 2016, the Company measures its long-term performance
by comparing the evolution of its NAV per share against a
benchmark, the MSCI ACWI Net Total Return EUR Index. Sofi
-
na’s NAVPS is used instead of its share price in order to better
reflect management performance and to better align with
LTIP concepts.
• BCAC: Belgian Companies and Associations Code.
• Cash – Non-cash: Defines whether a portfolio transaction
generated a cash inflow or outflow (Cash) or not (Non-cash).
• Company: Sofina SA.
• ESG: Refers to Environmental, Social and Governance factors,
as set out in Sofina’s Responsible investment policy.
• Euro Stoxx 50 Net Return Index EUR (“Euro Stoxx 50”): Ticker
used by Bloomberg (SX5T Index). This index is also presented
because of its wide use in the financial markets.
• General Partners (“GPs” or “Managers”): Specialised teams
managing private equity investment funds, focusing on ven-
ture and growth capital funds.
• Gross cash: Net cash plus financial debts, in transparency.
• Investment Entity: Status adopted by Sofina SA since 1st Jan-
uary 2018 in application of IFRS 10, §27, which provides that,
as long as it meets the definition of an Investment Entity, a
company does not consolidate its subsidiaries (except for sub-
sidiaries exclusively providing services related to investment
activities). Direct subsidiaries are recorded at fair value in the
consolidated financial statements, including the fair value
of their equity investments and other assets and liabilities
(mainly intra-group debts and receivables).
The direct subsidiaries of Sofina SA are stated at fair value
through profit and loss in accordance with IFRS 9.
As required by IFRS 10, §B101, Sofina applied this accounting
treatment as of 1
st
January 2018, when it met all the criteria
of an Investment Entity, Sofina has determined that it is an
Investment Entity within the meaning of IFRS 10 because it
meets the three criteria set by the standard. In fact, Sofina:
– uses the funds of its investors (who are shareholders of the
listed company) to provide them with investment manage-
ment services;
– makes investments with the aim of obtaining returns in the
form of capital gains and/or investment income;
– monitors the performance of its investments by measuring
them at fair value.
In addition, Sofina has all the typical characteristics of an
Investment Entity as defined by IFRS 10:
– it has more than one investment;
– it has more than one investor;
– it has investors who are not related parties;
– it has ownership rights in the form of equity securities or
similar interests.
As mentioned above, Sofina SA does not consolidate its sub-
sidiaries (IFRS 10, §27).
• Listed: Level 1 and 2 investments as per the fair value hierarchy
defined in point 2.3 of the Notes to the consolidated financial
statements.
• Loan-to-value (%): Ratio between (i) Net debt (or if negative,
corresponds to Net cash) and (ii) the total value of the portfolio
in transparency.
• LTIP: Long-term incentive plan organised within Sofina.
• MSCI ACWI Net Total Return EUR Index (“MSCI ACWI”):
Ticker used by Bloomberg (NDEEWNR Index). This index is
the benchmark used by Sofina. This benchmark is consid-
ered to be the most appropriate because of (i) Sofina’s global
investment strategy (which called for a reference to a World
Index (“WI”) for developed markets) and (ii) the Sofina group’s
investments in Asia and the rest of the world (which justified
the choice of the All Countries (“AC”) index for emerging mar-
kets). The Company’s essentially European shareholder base
and its listing on Euronext Brussels ultimately guided the
choice of the euro-denominated index.
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• Net Asset Value (“NAV”): Net assets or shareholder’s equity.
NAV per share (“NAVPS”) corresponds to the net assets per
share or equity per share (calculation based on the number
of outstanding shares at the end of the period). It should be
remembered that since 1
st
January 2018, Sofina has adopted
the status of Investment Entity according to IFRS 10. Since
then, its equity, or NAV in the context of this Annual report,
corresponds to the fair value of its investments as well as of
its direct subsidiaries and their investments and other assets
and liabilities.
• Net cash (or Net debt if negative): Sum, in transparency, of
“Cash and cash equivalents”, “Deposits” and “Cash invest-
ments”, less “Financial debts” of current and non-current
liabilities. “Receivables from subsidiaries” and “Debts to sub-
sidiaries” are not included in Net cash. The term is used in the
key management information (see point 2.1 of the Notes to
the consolidated financial statements).
• Other assets and liabilities: Sum of “Deferred taxes” (on the
assets side), “Other current financial assets”, “Receivables
from subsidiaries”, “Other current debtors” and “Taxes” (on
the assets side), less “Non-current provisions”, “Non-current
financial liabilities”, “Deferred taxes” (on the liabilities side),
“Payables to subsidiaries”, “Current trade and other payables”
and “Taxes” (on the liabilities side). These are not shown as sep-
arate lines in the internal information used for the manage-
ment of the Sofina group and have therefore been grouped
together to reflect this information (see point 2.1 of the Notes
to the consolidated financial statements).
• Portfolio in transparency: Sofina SA manages its portfolio
on the basis of the total investments held either directly or
through investment subsidiaries. When preparing the finan-
cial statements as an Investment Entity, the fair value of its
direct investments (in portfolio investments or in investment
subsidiaries) is recognised as an asset in the balance sheet. By
contrast, segment management information (based on inter-
nal reporting) is prepared on the entire portfolio in transpar-
ency (i.e. on all portfolio investments whether held by Sofina
SA directly, or indirectly through its investment subsidiaries),
and thus on the basis of the total fair value of each investment
ultimately held. The presentation of dividends or cash follows
the same logic.
• PSU: Performance Share Units offered to beneficiaries under
the LTIP.
• Shareholders’ equity: Net Asset Value (as defined herein).
• Sofina Direct: Denomination combining Long-term minority
investments and Sofina Growth as a result of some of their
similar features, as opposed to Sofina Private Funds.
• Unlisted: Level 3 investments as per the fair value hierarchy
defined in point 2.3 of the Notes to the consolidated financial
statements.
• UNPRI: Principles for Responsible Investment developed by
the United Nations (www.unpri.org).
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In accordance with Article 12, §2, 3° of the Royal Decree of 14 November 2007, Harold Boël, Chief Executive Officer,
certifies in the name and on behalf of the Board of Directors that, to the best of his knowledge:
• the financial statements, prepared in accordance with applicable accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company and of the fair value of its investment subsidiaries;
• the Management report contains a fair review of the development of the business, the results and the position of the
Company and its investment subsidiaries, as well as a description of the principal risks and uncertainties they face.
The official ESEF version of the Annual report in French is available on Sofina’s website. The ESEF version of
the Annual report in English and Dutch will be available on Sofina’s website at the latest on 15 April 2024.
1
134
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ANNUAL REPORT 2023
Concept and realisation: ChrisCom (www.chriscom.eu)
Printing: Toner de Presse
This report is printed on 100% recycled paper.
SOFINA SA
Registered office
Rue de l’Industrie, 31 | B-1040 Brussels
Tel. : +32 2 551 06 11
info@sofinagroup.com | www.sofinagroup.com