th
a
a
4
There
are no restrictions
on
the üansfer
of securiügs
in the
articles
of incorponation
of the
Company.
There are
no securities
granting
special
control
right
to their ho|ders
and
there are
no
restrictions
on
voting
rights
of
the
ordinary
shares.
There
are
no significant
agreements
to
which
the Company
is
party
to and
which would take
efiect, alter or
terminate
upon
a change
of
control
following
a
public
offering
or takeover
bid.
There
are no
agreements
between the
Company
and íts board
members
or
employees
providing
for
compensation
iÍ
they resign
or are
made redundant
without
valid
reason
or ií
their employment
ceases
because
of
a
takeover
bid.
There
have been
no
tnansactíons
canied
out
under Article
420-26
(6)
of
the amended Law
of 10 August
1915
on commercial
companies in relation
to the
allocation
of free
shares of
the Company.
There
is no
system
of
control
of employee
share scheme
where
the
control rlghb
are
not
exercised directly
by
the
employees
The Company
being a íinancial
holding
company does not
have
any
diversity
policy
as delined
under Article
OPler
(!) point g)
of the law
of
19 December 2002,
as amended,
however,
in
substance there is
a
divensity at
alllevels.
Rute.s
Govemino
Amendment§
of the
Artlcleg
of lncorporatlon
Amendments
to
the Articles
of
lncorporation
are
approved
by
resolution
of
the
extnaordinary
general
meeting
of the
shareholders
under the
conditions of
the law.
Branches
ofthe comoanv
The
Company
has
no bnanches.
The
Directors
request
that the
general
meeting
discharges
the Board
and
the Audit
Committee for
the
execution
of their mandates
for
the
íinancial
year
ended
as
at 3,tst December,
2023,
Luxembourg,
7h
l,Iiarch
2024
chairman
of
the Board
of Directons
oí
Fotex
Holding
S.E.
ur.
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1
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
To the Shareholders of
Fotex Holding S.E.
28, avenue Pasteur
L-2310 Luxembourg
Report on the audit of the annual accounts
Opinion
We have audited the annual accounts of Fotex Holding S.E. (the “Company”), which comprise the
balance sheet as at 31 December 2023, and the profit and loss account for the year then ended,
and Notes to the annual accounts, including a summary of significant accounting policies.
In our opinion, the accompanying annual accounts give a true and fair view of the financial position
of the Company as at 31 December 2023, and of the results of its operations for the year then
ended in accordance with Luxembourg legal and regulatory requirements relating to the
preparation and presentation of the annual accounts.
Basis for Opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July
2016 on the audit profession (“Law of 23 July 2016”) and with International Standards on Auditing
(“ISAs”) as adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier”
(“CSSF”). Our responsibilities under the EU regulation N° 537/2014, the Law of 23 July 2016 and
ISAs as adopted for Luxembourg by the CSSF are further described in the « Responsibilities of
“réviseur d’entreprises agréé” for the Audit of the annual accounts » section of our report. We are
also independent of the Company in accordance with the International Code of Ethics for
Professional Accountants, including International Independence Standards, issued by the
International Ethics Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by
the CSSF together with the ethical requirements that are relevant to our audit of the annual
accounts, and have fulfilled our other ethical responsibilities under those ethical requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the annual accounts of the current period. These matters were addressed in the
context of the audit of the annual accounts as a whole, and in forming our opinion thereon, and we
do not provide a separate opinion on these matters.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Valuation of shares in affiliated undertakings
a) Why the matter was considered to be one of the most significant in the audit?
We refer to the accounting policy 2.2 “Financial assets” and Note 5. “Financial assets” in the
annual accounts.
Investments in shares in affiliated undertakings (the “subsidiaries”) amount to EUR 238.8 million
(2022: EUR 240.6 million), representing 88.16% (2022: 87.98%) of total assets of the Company at 31
December 2023.
The identification of durable impairment indicators and the determination of a value adjustment
requires the application of significant judgment by the Board of Directors.
The significance of the estimates and judgments involved requires specific audit focus in this area.
b) How the matter was addressed during the audit?
Our audit procedures over the valuation of shares in affiliated undertakings included, but were not
limited to:
• We obtained the financial information of the subsidiaries of the Company at year-end and
compared the carrying amount of the subsidiaries in the annual accounts of the Company at
year-end to the pro-rata net equity of the subsidiaries in the financial information.
• In case where the pro-rata net equity of a subsidiary was below its carrying amount and the
Board of Directors did not recognize an impairment loss, we challenged the appropriateness
of management’s assessment in that respect.
• Further we assessed the adequacy and completeness of the disclosures in the Notes to the
annual accounts.
Other information
The Board of Directors is responsible for the other information. The other information comprises
the information included in the management report and the Corporate Governance Statement but
does not include the annual accounts and our report of “réviseur d’entreprises agréé” thereon.
Our opinion on the annual accounts does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with
the annual accounts or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report this fact. We have nothing to
report in this regard.
Responsibilities of the Board of Directors and Those Charged with Governance for the annual
accounts
The Board of Directors is responsible for the preparation and fair presentation of annual accounts in
accordance with Luxembourg legal and regulatory requirements relating to the preparation and
presentation of the annual accounts, and for such internal control as the Board of Directors
determines is necessary to enable the preparation of annual accounts that are free from material
misstatement, whether due to fraud or error.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
The Board of Directors is responsible for presenting the annual accounts in compliance with the
requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format
(“ESEF Regulation”).
In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
Responsibilities of the “réviseur d’entreprises agréé” for the Audit of the annual accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual accounts
as a whole are free from material misstatement, whether due to fraud or error, and to issue a
report of “réviseur d’entreprises agréé” that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with the EU
Regulation N° 537/2014, the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the
CSSF will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these annual accounts.
Our responsibility is to assess whether the annual accounts have been prepared in all material
respects in accordance with the requirements laid down in the ESEF Regulation.
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and
with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the annual accounts, whether
due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
• Conclude on the appropriateness of Board of Directors’ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our report of “réviseur d’entreprises
agréé” to the related disclosures in the annual accounts or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence
obtained up to the date of our report of “réviseur d’entreprises agréé”. However,
future events or conditions may cause the Company to cease to continue as a going
concern.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
• Evaluate the overall presentation, structure and content of the annual accounts,
including the disclosures, and whether the annual accounts represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the annual accounts of the current period and are
therefore the key audit matters. We describe these matters in our report unless law or regulation
precludes public disclosure about the matter.
BDO Audit, Société Anonyme
R.C.S. Luxembourg B 147.570
TVA LU 23425810
BDO Audit, a société anonyme incorporated in Luxembourg, is a member of BDO International Limited, a UK company limited by guarantee, and forms part
of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms.
Report on Other Legal and Regulatory Requirements
We have been appointed as “réviseur d’entreprises agréé” by the General Meeting of the
Shareholders on 17 April 2023 and the duration of our uninterrupted engagement, including
previous renewals and reappointments, is four years.
The management report is consistent with the annual accounts and has been prepared in
accordance with applicable legal requirements.
The Corporate Governance Statement is included in the management report. The information
required by Article 68ter paragraph (1) letters c) and d) of the law of 19 December 2002 on the
commercial and companies register and on the accounting records and annual accounts of
undertakings, as amended, is consistent with the annual accounts and has been prepared in
accordance with applicable legal requirements.
We confirm that the audit opinion is consistent with the additional report to the audit committee
or equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014
were not provided and that we remain independent of the Company in conducting the audit.
We have checked the compliance of the annual accounts of the Company as at 31 December 2023
with relevant statutory requirements set out in the ESEF Regulation that are applicable to annual
accounts.
For the company it relates to:
• Annual accounts prepared in a valid xHTML format.
In our opinion, the annual accounts of Fotex Holding S.E. as at 31 December 2023, have been
prepared, in all material respects, in compliance with the requirements laid down in the ESEF
Regulation.
Luxembourg,11 March 2024
BDO Audit
Cabinet de révision agréé
represented by
Christoph Schmitt
