Financière de Tubize

Annual Financial report 31 December 2021

GOVERNANCE AND STATEMENT OF THE BOARD OF DIRECTORS

2

REPORT OF THE BOARD OF DIRECTORS

3

ANNUAL ACCOUNTS

25

STATUTORY AUDITOR'S REPORT ON THE ANNUAL ACCOUNTS

60

EU-IFRS FINANCIAL STATEMENTS

67

STATUTORY AUDITOR'S REPORT ON THE EU-IFRS FINANCIAL STATEMENTS

91

FINANCIERE DE TUBIZE SA

ALLEE DE LA RECHERCHE 60, 1070 BRUSSELS (BELGIUM)

COMPANY NUMBER: BE 0403 216 429

WWW.FINANCIERE-TUBIZE.BE

CONTACT : ERIC.NYS@FINANCIERE-TUBIZE.BE

Financière de Tubize SA Allée de la Recherche 60 1070 Brussels

BE 0403.216.429

GOVERNANCE AND STATEMENT OF THE BOARD OF DIRECTORS

Governance

Board of Directors

Vauban NV represented by Gaëtan Hannecart

Chairman

Praksis BV represented by Bruno Holthof

Member

Nikita SRL represented by Cyril Janssen

Member

Eric Cornut

Member

Charles-Antoine Janssen

Member

Edouard Janssen

Member

Evelyn du Monceau

Member

Fiona de Hemptinne

Member

Cédric van Rijckevorsel

Member

Cynthia Favre d'Echallens

Member

AVO Mgmt BV represented by Annick van Overstraeten

Member

Honorary chairman

Daniel Janssen

Statutory auditor

BDO Réviseurs d'Entreprises SRL

represented by Christophe Colson

Daily management

ENRE SRL represented by Eric Nys since April 30, 2021

Statement of the Board of Directors

We confirm that, to the best of our knowledge:

  • The annual accounts and the EU-IFRS financial statements, prepared in accordance with the applicable financial reporting standards, give a true and fair view of the net assets, the financial position and the results of Financière de Tubize.
  • The management report includes a fair review of the development of the business, the financial position and the results of Financière de Tubize, together with a description of the principal risks and uncertainties the Company faces.

Brussels, 25th February 2022

The Board of Directors

Gaëtan Hannecart

Evelyn du Monceau

Chairman of the Board of Directors

Member of the Board of Directors

2

Financière de Tubize SA Allée de la Recherche 60 1070 Brussels

BE 0403.216.429

REPORT OF THE BOARD OF DIRECTORS

1.

Briefing on the evolution of the business, the results and the financial position of the Company,

4

as well as a description of main risks and uncertainties it is facing

1.1.

Activities and mission of the Company

4

1.2.

Significant events that occurred during the financial year 2021

4

1.3.

Impact of the Covid 19 crisis

5

1.4.

Results

5

1.5.

Financial position

6

1.6.

Dividend

7

1.7.

EU-IFRS Financial statements

7

1.8.

Key figures for 5 year

9

1.9.

Main risks and uncertainties

10

2.

Post balance sheet events

11

3.

Circumstances that might have a notable influence on the development of the Company

11

4.

Research and development

11

5.

Branches

11

6.

Justification of the application of the valuation rules in going concern

11

7.

Other information by virtue of the Company and Associations Code

11

8.

Financial instruments

11

9.

Independence and competence with respect to accounting and auditing of at least one member

12

of the audit committee

10.

Corporate governance statement

12

10.1. Reference Code

12

10.2. Departures from the Code

12

10.3.

Main characteristics of the internal control and risk management systems

13

10.4.

Additional information requested by the Royal Decree dd. 14 November 2017

15

10.5.

Composition and functioning of the Board of Directors

19

10.6.

Gender diversity

22

10.7.

Remuneration report 2021

22

3

Ladies and Gentlemen,

In accordance with the legal and statutory requirements, we are honored to report to you on the financial year 2021 and to give an overview of our management of Financière de Tubize (the 'Company' or 'Tubize').

1. Briefing on the evolution of the business, the results and the financial position of the Company, as well as a description of main risks and uncertainties it is facing

1.1. Activities and mission of the Company

Tubize is the reference shareholder of UCB - Tubize is a mono-holding company whose securities are traded on Euronext Brussels' regulated stock market. The Company holds and manages a 35.16% participating interest in UCB consisting of 68,387,021 shares issued by UCB, a biopharmaceutical company whose securities are also traded on the regulated stock market.

Creating long-term value - The mission of Tubize is to create long-term value for all its stakeholders , by supporting, as a stable reference shareholder, the maximization of UCB's potential and the sustainable growth of its industrial project. This long-term approach is particularly important to support research, development and commercialization of products in a sector with very long cycles. Tubize is a committed investor. Its board of directors monitors, evaluates and influences, through its representatives in the board of directors of UCB, the significant strategic decisions, the performance and the risk profile of UCB. This strategy of primacy to the long term and to stability has been beneficial to the shareholders. The table set out below compares the evolution of the share price of Financière de Tubize during the periods of 1 and 5 years preceding 31 December 2021 with the variance under the BEL-20® and the Euro Stoxx 50.

Evolution of the share price

Periods preceding 31 December 2021

1 year

5 years

Financière de Tubize

6.5%

42.23%

BEL 20

14.58%

18.44%

Euro Stoxx 50

19.42%

30.48%

1.2. Significant events that occurred during the financial year 2021

Dividends - Tubize has received the dividend from UCB in relation to financial year 2020 (€ 86.5 million) and has paid to its shareholders its own dividend in relation to financial year 2020 (€ 30.3 million).

The dividend proposed to the annual shareholders meeting on April 29 is €0.75 per share, up 10.3% compared to last year.

Debt - Bank debt exposure has moved from € 33.5 million at 31 December 2020 to €0.0 at 30 June 2021. In the second half of the year, the Company drew €20 million from the €350 million of available credit lines in order to allow, if necessary, the acquisition of additional UCB shares.

Acquisition of UCB Shares - The Company acquired 310,040 UCB shares in 2021, at an average price of €81.37 and for a total amount of €25.23 million, thus bringing its stake in UCB from 35.00% at 31 December 2020 to 35.16% as at 31 December 2021.

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1.3. Impact of the Covid 19 crisis

The COVID-19 pandemic and the resulting economic and financial situation had no significant impact on the Company's activities and its financial statements in 2021. The Company is, in fact, a mono holding company whose sole investment is a participation in UCB and therefore has no commercial or industrial activity. The COVID-19 pandemic had no impact on the Company's liquidity or solvency and did not lead to any impairment. In a period that remains uncertain, the Company is closely monitoring health and economic developments to assess the possible financial impact of the pandemic on the Company and/or on UCB's results. In this regard, reference should be made to the content of UCB's 2021 financial report regarding the impact of the COVID-19 pandemic on its own results.

1.4. Results

The profit moves from € 81,068k in 2020 to € 83,602k in 2021, thus an increase of € 2,534k or 3.13%.

The condensed profit or loss account looks as follows:

€000

2021

2020

Dividend from UCB

86,458

84,415

Financial income

-

-

Cost of borrowing

(1,271)

(1,109)

Other financial expenses

(45)

10

General expenses

(43)

(1)

General costs

(1,497)

(2,248)

Profit before tax

83,602

81,068

Income taxes

-

-

Net profit

83,602

81,068

The dividend received from UCB in 2021 in relation to financial year 2020 amounts to € 86.46 million (gross dividend of € 1.27 per share) against € 84.42 million (€ 1.24 per share) for the prior year.

The cost of bank borrowings has moved from € 1,109k in 2020 to € 1,271k in 2021, thus an increase of € 162k. This increase is mainly related to commitment fees (€1.105k) on the available margin of the two lines of credit confirmed in September 2020. This increase is partially offset by a decrease in debt charges linked to a significant reduction in indebtedness following the repayment of all the bank loans which had been taken out to finance the acquisition of the stake in UCB. The average outstanding debt decreases from €52.0 million in 2020 to €16.0 million in 2021. The average cost of debt decreased from 2019 (1.12%) to 2020 (1.04%) thanks to favorable market conditions and active management of bank debt. This downward trend is confirmed in 2021 (1.01%).

General expenses decrease from €2,248k in 2020 to €1,497k in 2021. This change is mainly related to the donation of one million euros granted during the previous financial year to the UCB Community Health Fund in the context of the crisis. of Covid-19.

Following the application of the participation exemption regime for dividends received, no corporate income taxes are due. Indeed, the firm benefits from a 100% tax exemption in accordance with the law of December

25th, 2017.

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Financière de Tubize SA published this content on 26 February 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 February 2022 07:10:03 UTC.