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Annual report 2023
'we ignite the power in women'
Photography
Liselore Chevalier and Marie Wynants (Marie Jo)
Martina Bjorn (PrimaDonna)
Eduardo Rezende (Andres Sarda)
Printing and finishing
Graphius
www.graphius.com
Dit jaarverslag is ook beschikbaar in het Nederlands in het hoofdkantoor
Contact
For clarification on the information contained in this annual report please contact:
Wim Schelfhout
Financial director
Tel.: +32 (0)9 365 21 00
info@vandevelde.eu
Editor
Van de Velde NV
Lageweg 4
9260 Wichelen
Tel.: +32 (0)9 365 21 00
info@vandevelde.eu
VAT number: BE0448 746 744
Company number RPR 0448 746 744
Chambre of Commerce Dendermonde
website: www.vandevelde.eu
Van de Velde thanks all employees for their involvement in achieving
the company’s objectives. The dynamism of the employees enabled us
to achieve the reported results and gives us confidence in the future.
1. The year 2023* 5
Message from the Chairman 5
Activity report and prospects 7
2. Description of the company and its activities* 15
3. Corporate Governance 17
Remuneration report* 22
Information to shareholders 29
4. Consolidated key figures 2023 33
5. Consolidated financial statements and related notes 37
6. Auditor’s report on the consolidated financial statement 75
7. Concise version of the statutory financial statements and
the statutory annual report of Van de Velde NV 81
8. Statement of responsible persons 87
9. Sustainability report* 89
Table of contents
*These chapters of the Board of Director’s report are consistent with the Consolidated Financial Statements and
have been prepared in accordance with article 3:32 of Belgium’s Companies Code.
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1
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The year 2023
Message from the Chairman
Last year started optimistically, but the second half of the year proved
tougher. Ultimately we are happy to close with modest growth, because
uncertainty is the only certainty. That’s why forecasting is so difficult.
Unforeseen events like the crisis in the Middle East thwarted our various
plans, which makes 2024 another year of uncertainty.
But despite last year’s uncertainty, much was achieved. The acquisition of
additional land means the Wichelen distribution center can be expanded
as needed. The Tunisian branch was scaled up significantly and the design
organization was reorganized. We are of course also proud of the high
NPS (73), all the proof we need that our customers appreciate the high
quality and creativity of our products, and our improved service levels.
We also wish to draw your attention to the repositioning of the Andres
Sarda brand. Our goal is to attract a new, younger group of consumers to
the premium segment with an updated collection under the Sarda brand
name. This repositioning is in line with our complementary brand strategy.
Uncertainty and change will continue over the next few years. Globally,
The Economist identifies three major trends, each of them relevant to our
organization. The first is Artificial Intelligence, which is driving change at
an incredible pace. Our company has to be creative in identifying areas
where we can leverage this new technology because its impact will only
grow going forward. The second trend is a constant talent shortage.
Establishing a work environment that is both inspiring and meaningful will
be key to attracting the right people. Lastly, climate change is the third,
extremely concerning, trend that can only be broken with resolute action
at all levels (politicians, the business community, individuals). Current
production and consumption patterns are rightly being challenged and
require a rethink, but the upcoming legislation to promote circularity will
pose a huge challenge for the fashion industry. Our company remains
committed to product longevity. This is the first and key step to improve
the sustainability of fashion.
As every year, I would like to end by expressing my sincere thanks to our
customers for their trust and to our employees for their daily dedication.
Customers and employees are our most important stakeholders that we
must cherish day in and day out.
Herman Van de Velde
Chairman of the Board of Directors
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Activity report 2023
1. Design: brands and innovation
The complementarity of our Marie Jo, PrimaDonna and Andres Sarda
brands was strengthened in 2023. The target audiences and collection
architecture of each brand were clearly defined.
MARIE JO DESIGN
Fashionable, sexy & back to the roots
For more than 40 years Marie Jo has been the go-to label for lingerie fans
who love surprising, on-trend designs that fit comfortably. In 2023 we
focused our efforts in the collection architecture of Marie Jo on strength-
ening the ‘Surprising & Sexy’ segment. In doing so, we rejuvenated the
brand and brought it back to its roots.
The statement look of our strong 2023 Junoo series was completely
in line with the ‘My Invisible Force’ campaign. It shows that a matching
Marie Jo set boosts women’s self-confidence. We also rereleased the
1980s Etoile series. The very transparent, timeless designs include all
details from back then, such as the small logo and jewel. We also added
soft elastic pieces for added comfort.
The Marie Jo Swim collection was more aligned with the lingerie collection
in 2023, targeting the same audience with a surprising look that gives
women’s self-confidence a boost.
PRIMADONNA DESIGN
Growth of the ‘Light & Daring’ segment
PrimaDonna’s mission is to appeal to as many different types of women
as possible. The common factor is a large cup size. Two collection archi-
tecture segments stood out in 2023. There were positive results in the
‘Light & Daring’ segment for audacious women who take large cups, which
continued its upward growth curve. We also released swimwear in this
segment for the first time. PrimaDonna Swim’s more adventurous sexy
beach look was well received.
The other highflier in 2023 was the ‘Easy & Daily’ segment. In March we
released PrimaDonna series Montara with cup sizes up to M. The com-
petitive price point of this pure-look, never-out-of-stock lingerie clearly
appeals to lots of consumers. The innovative no-wire Montara bra was
also successful.
ANDRES SARDA DESIGN
Part of your wardrobe
The trendsetting Andres Sarda collections are designed in Barcelona.
The dividing lines between product categories were blurred in 2023. The
collection included bodies and bras that can be worn as lingerie or as a
visible part of a woman’s outfit.
GENERAL DESIGN
Diverse design team
The design teams across our brands are made up of people of ten dif-
ferent nationalities and four generations (boomers, generation X, millen-
nials, generation Z). That diversity is a strength: it ensures the balanced
representation of different types of women and a better understanding
of consumers and society as a whole.
Our design teams were also reorganised in 2023. We now collaborate on
a function basis rather than on a brand basis. That allows us to raise the
level of knowledge, assure quality and safeguard brand complementarity.
The designers can also inspire and positively influence each other.
More sustainable choices
In 2023 we increased the share of sustainable materials in the collections
(and this will continue going forward) and used existing material stock. In
design we took the ‘less is more’ approach: every part of the design must
be there for a reason. This approach is based on our sustainability goals.
INNOVATION
The Innovation department focuses on research and development in three
axes: product, process and experience (in the fitting room). We introduced
a number of innovations in 2023, showing that the many years’ research
makes a positive contribution to our business.
Product
Product research is predominantly concerned with the 3D components
in bras that ensure a good fit. We constantly add to our knowledge
based on a dataset of more than 12,000 anonymous, representative
body scans.
Process
Technical design and production process are central to this axis. We
have also invested in digitisation. In 2023 we were granted a patent on
our unique production process for moulding and cutting cups, with sub-
sequent quality control based on a 3D digital design.
Experience
In 2023 we completed the successful migration of our 3D mirror technol-
ogy – on which our whole digital fitting room is based – to a scalable
tablet app: ‘Scan@Shop’. We are now testing this at our own stores ahead
of offering it to our partners.
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2. Marketing
The focus of our marketing strategy is activating consumers by means
of the ultimate fit experience. There were four key initiatives in 2023.
‘You Shine in PrimaDonna’ launch
We launched a new campaign for PrimaDonna, which capitalises on the
deep loyalty of consumers. ‘You Shine in PrimaDonna’ turns the spot-
light on women who love PrimaDonna, because the voice and face of
every woman who loves PrimaDonna shape our brand purpose. Inspiring
women who take a large cup bear witness to how proud and self-confident
they feel in our lingerie, explaining why they love how it fits and how it
looks.
Engagement and authenticity are central to this campaign. We recruit the
PrimaDonna lovers through our brand website and hold open auditions.
In 2023 we shot videos featuring a dozen consumers. PrimaDonna is
the brand with the most varied target audience and the most extensive
collection architecture. We present that diversity in the campaign in an
authentic way by showing genuine lingerie lovers.
‘My Invisible Force’ on TV for the first time
Mario Jo’s ‘My Invisible Force’ campaign hit TV screens for the first time
in 2023. The storytelling approach was a clear success. Research shows
that our investment in the campaign was well worth it, as it helped us
attract new consumers. We increased brand awareness and improved
our brand image with a focus on the contemporary, fashionable and femi-
nine character of Marie Jo. The campaign also had a positive impact on
buying intent.
Growth on social media
The deep loyalty we inspire in consumers is increasingly mirrored by
strong engagement on social media. Our brand social media channels
once again received a lot of attention in 2023. And that paid dividends,
as follower numbers continued to rise with reach generally topping 60%,
and even peaking at 90% on occasion.
We held our first live shopping event for PrimaDonna on 14 December
2023, giving practical styling advice and tips on wearing PrimaDonna lin-
gerie under a party outfit. This is a perfect fit with our optichannel strategy.
Our goal with live shopping is to tighten direct ties with consumers while
also giving our retail partners food for thought.
3D-printed life-size dummy
Our Innovation team drew on anonymous data from the fittings of thou-
sands of women to create two life-size 3D-printed dummies – one for
Marie Jo and one for PrimaDonna. By presenting our lingerie on our own
dummies we can show what a matching set really does for your body
and your self-confidence.
3. Sales
B2B
We saw a positive trend at our retail partners – independent specialty
lingerie boutiques – in the first half of 2023. The personal specialised
service those boutiques provide remains very attractive for a large group
of loyal premium consumers. The macroeconomic situation in the second
half of the year affected sales and footfall in stores. The downward trend
was particularly pronounced in North America.
We continued to invest in providing the very best support to our retail
partners, including trainings at the Van de Velde Academy. The VDV Media
app, which gives our retail partners instant access to all marketing tools,
was also enthusiastically welcomed. This media platform was launched
in 2022 and more than 50% of retail partners were using it by the end of
2023. All these efforts to support our retail partners were rewarded in the
year under review with a high net promoter score (NPS) of 73.
The omnichannel department stores experienced strong growth. We
worked to drive growth in this segment in 2023 by improving the work-
ing relationship in terms of consumer activation. This included joint cam-
paigns and fitting events.
There was healthy growth in the e-tail segment in the first half of the year.
We strengthened marketing relationships in this segment too, focusing
on brand presentation and fitting advice. We developed online fitting tools
specially for our brands, enabling consumers to very easily determine
their size on their own. Again, the second half of the year was less suc-
cessful for e-tail.
D2C
The D2C segment experienced growth in 2023. Seamlessly aligning
collection and marketing scheduling in the sales channel enabled us to
present our brands to consumers in an optimal way. Our websites play
an important role here, as many consumers gather information online
before they purchase lingerie.
We have invested a lot of time and effort to create a premium consumer
experience and brand presentation on our brand websites. These websites
were revamped in 2023 based on consumer research findings.
We also invested in digital fitting tools in 2023. Our aim is to also offer
our premium fitting room experience online, with advice on the right size
and fit. The effect of all these efforts is clear in the very high net promoter
scores awarded by consumers, with an NPS of 86 for www.mariejo.com
and an NPS of 84 for www.primadonna.com.
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In 2023 we continued to tighten our grip on the products and brand experi-
ence on marketplaces. For example, we are active on Zalando Germany.
As well as giving us access to a large group of consumers, this channel
also offers us a premium brand presentation opportunity.
Our own stores began the year well, but saw a decline in sales in the
second half of 2023. We upgraded our retail concept in four stores –
Amsterdam (Gelderlandplein), Woerden, Hamburg and Dusseldorf – to
ensure we continue to inspire consumers and attract a younger audi-
ence. The new open retail concept has a premium look and feel, with the
emphasis on accessibility and plenty to stimulate all the senses.
4. Value chain
We focused on reducing stock in the year under review. We also wanted
to protect the stability of the value chain. That helps ensure we keep our
delivery promises while also safeguarding premium product quality. We
did this within an acceptable cost structure.
Focus on quality
The quality of our end products is our number one concern. This remained
the most important criterion for decisions that affect the value chain in
2023. The supply chain was disrupted by shortages of key raw materials
and capacity limitations. However, we could continue to guarantee the
quality of our products thanks to the commitment of our suppliers and
production partners.
Delivery promise
Summer collection deliveries were controlled by our new Warehouse
Management System (WMS) for the first time in early 2023. Implemented
at the end of 2022, the job of the WMS software is to support the logistics
process. The first peak season went very smoothly, not least thanks to
our people.
Winter collection orders in the second half of the year were also delivered
in full and on time. The new collection was delivered in a shorter than
usual period to facilitate the product sales. All products were available in
stores by the end of September.
Operating processes
We also made big strides in data analysis. We were able to harness the
benefits of machine learning and intelligent techniques to improve the
accuracy of our forecasting based on historical and product-related data.
This makes patterns and trends much easier to identify. Those insights
help generate a better forecast of our fashion products at various levels.
Results include less overstock, which fits in with our sustainability goals.
Various teams in the Value Chain department made adjustments to sup-
port our optichannel strategy. They included the Customer Service depart-
ment, which is now able to meet various service needs in various sales
channels in a targeted way.
Distribution centre
Further steps were taken with regard to the plans to enlarge the distribu-
tion centre. The land has now been purchased, while the logistics concept
and the building plans have been worked on further. This enlargement
will strengthen our local connections. In the next phase of the project we
will develop automation solutions.
Production
Virtually all production is still done in Belgium. Only stitching and assem-
bly are based abroad. There were no problems with the supply of raw
materials to the Wichelen production site in 2023, though our suppliers
did receive smaller orders, which they had to adapt to. To protect the
continuity of the business, we have switched to double sourcing for criti-
cal materials.
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There is enough capacity in the cutting room to guarantee flexibility.
We began replacing existing infrastructure in 2023. We made the decision
to replace our old cutting robots with state-of-the-art technology. More
accurate cutting will reduce waste (fabric offcuts) in the future. The full
impact of this investment in the cutting room will be seen in 2024.
Assembly of finished products continues to be consolidated in two
regions. In Tunisia we have our own site and we work with two suppli-
ers. In Asia we have a partnership with Top Form. We primarily work out
of its sites in China and Thailand. Both of these approaches offer good
value for money. We opened our new plant in Tunisia, an enlargement
of our existing site, in the autumn of 2023. In 2024 we will continue to
drive through vertical integration to protect both our quality and regional
logistics services.
5. IT, digital development and data
Our digital strategy is also focused on our optichannel strategy with the
aim of making further improvements to the premium brand & customer
experience in all channels.
Digital transformation
We develop various tools to offer our retail partners the best possible
support in their digital transformation. The VDV Media App, which was
first released in 2022, remains a powerful tool to give our partners access
to all marketing assets.
We also ran trials at our partners to activate live shopping on social media.
And we developed Scan@Shop, an accessible, easy-to-use scanning tool.
This iPad app can do a full body scan in less than a minute, give size advice
and recommend relevant products. We are now testing this at our own
stores ahead of offering it to our retail partners.
Marketplaces
We equipped our IT platform with a scalable marketplace integrator opti-
mised to fit our needs to offer the best possible brand experience on
marketplaces.
Personal consumer experience on our own websites
The brand and customer experience on our own brand websites remains
a priority. We are constantly enhancing the online consumer experience.
In the year under review, for example, we added a clutch of interesting
features: ratings & reviews, wish lists and product recommendations. As
a result, consumers have a more personal experience. They can share
their product experiences, save their preferences and wish lists, and are
shown products that fit their profile.
As well as these initiatives, security remains a high priority as it always
has been.
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6. People and Culture
Our values
Our values remain unchanged:
• We are driven by passion: our heart beats faster for our products and
the women who wear them.
• We breathe quality: we strive for the highest quality in our products,
our work and our service, without compromises.
•
We focus on consumers and customers: we understand, meet and
exceed the needs and expectations of our customers and consumers.
•
We act with entrepreneurial spirit: we look for solutions, we endeavour
to excel, we learn constantly, with a focus on results.
• We are stronger together: we work with each other with respect and
trust, both in-house and externally.
• We are authentic: we are reliable, honest and practical in everything
we do.
Personal growth and development
We focus on the growth and development of our people, and we talk
with them at various times on an individual basis. In these interviews
we discuss personal skills and ambitions. The right to training has been
included in the company collective agreement in Belgium. Van de Velde
is committed to internal mobility. Various employees found a new job
within the company in 2023.
Engagement
We also continued to invest in engagement in 2023. Van de Velde is
actively committed to a working environment in which employees feel they
are listened to and kept in the loop, and can get the best out of themselves.
We hold a monthly anonymous satisfaction and needs survey among
employees to help us keep improving as an organization.
We welcomed 48 new employees in Belgium in 2023. We believe that
retention starts on day one, which is why we made improvements to
our onboarding programme in the year under review. We give new hires
a multi-day introduction to the company, our strategy, products, brands
and values, with the aim of quickly forging relationships between new
employees. Onboarding also includes a visit to the production centre
and the distribution centre.
Engagement remained a key concept in our corporate culture in 2023.
The inhouse VdV Connect Team, which covers various departments,
launched lots of initiatives to create and tighten ties between employees
and strengthen the purpose and values of Van de Velde. They included the
Walk & Bike Challenge, which raises funds for Plan International, various
sessions of the Van de Velde Café, a family day at Pairi Daiza and various
workshops. Van de Velde also provided space for a Red Cross blood drive
among Van de Velde employees and people in the neighbourhood. At the
end of the year, employees organised a Christmas market for national
fundraiser ‘De Warmste Week’.
7. Review of the key audited consolidated figures
Turnover
On a comparable basis (including comparable seasonal deliveries), the
consolidated turnover shows a 0.3% increase in 2023, from m€ 211.4 to
m€ 212.1. The reported turnover experienced a 0.2% decrease, dropping
from m€ 211.7 to m€ 211.3.
Comparable turnover (in m€) 2023 2022
Turnover 211.3 211.7
Deliveries summer collection in the second
half of 2023 and 2022 -4.6 -5.4
Deliveries summer collection in the second
half of 2022 and 2021 5.4 5.0
Comparable turnover 212.1 211.4
In the B2B segment, the comparable turnover decreases by 2.3% to
m€ 164.3 and in the D2C segment, there is once again an increase (10.6%)
in comparable turnover to m€ 47.8. This result confirms the success-
ful implementation of our optichannel strategy, completed by additional
marketing efforts.
The following trends are noticeable:
• In the first half of the year, we still experienced a sales growth of 4.3%
driven by the resurgence in swim sales. This growth outpaced lower
lingerie sales due to high inventory levels with our retail partners at the
end of 2022. In the second half of the year, sales ended at m€ 89.6,
down 4.6% compared to the second half of 2022. Characteristic of
the slow recovery of retail traffic in 2023.
•
A substantial growth of 10.6% in the D2C segment, which includes our
own store network, our own e-commerce websites, concession sales
in department stores and marketplaces.
EBITDA
On a comparable basis (including comparable seasonal deliveries), the
consolidated EBITDA in 2023 drops by 2.3%, from m€ 58.0 in 2022 to
m€ 56.6. The reported EBITDA decreases by 3.7%, from m€ 58.2 in 2022
to m€ 56.1 in 2023.
Comparable EBITDA (in m€) 2023 2022
EBITDA (Operating profit + deprecia-
tion and amortization) 56.1 58.2
EBITDA on comparable deliveries 0.5 -0.3
Comparable EBITDA 56.6 58.0
The EBITDA on a comparable basis equals 26.7% of the turnover. This
strong EBITDA came about through a positive price impact combined
with strict cost control. This without cutting back on essential marke-
ting efforts, in a difficult economic environment subject to volume and
inflationary pressures.
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Working capital
Working capital (current assets excluding cash and cash equivalents
less current liabilities excluding financial debts) declines and totals up to
m€ 41.0 in 2023 versus m€ 48.1 in 2022. This drop is the result of lower
inventory levels leading to a more normal stock position than last year.
Risks
The conflict between Ukraine and Russia has no direct impact on Van de
Velde. The ongoing geopolitical turmoil does affect consumer confidence.
Prospects
The past few years have been challenging ones for the fashion industry.
Van de Velde has continued to invest and innovate. We remain confident
about our long-term vision and committed to rolling out our strategic plan,
with a focus on three pillars:
1) Continuing to set the standard in premium fashion lingerie
We have three strong, unique and complementary brands in our portfolio:
PrimaDonna, Marie Jo and Andres Sarda. In 2023 we boosted the comple-
mentarity of our brands through both collection designs and marketing.
We also constantly enhance the brand experience on our websites. We
have taken our socials to the next level with live shopping, influencer
marketing, TikTok videos and more.
We will reposition the Andres Sarda brand in 2024. Since its creation in
1962 Andres Sarda has always been a visionary brand with a reputa-
tion for trailblazing design. Andres Sarda becomes SARDA in 2024. A
revamped and reinforced strategy will enable us to be true to our DNA,
more than ever. The collection turns heads with easy-to-wear bras that
double as fashion statement: daring, sexy, empowering and very comfort-
able. Presales start in January 2024, with the official launch scheduled
for the second half of 2024. The goal of the repositioning is to reach a
new target audience for our brand portfolio. In doing so, we aim to drive
growth at Van de Velde and at our retail partners.
2) Strong focus on consumers
We win consumers over with our fit. We continue to target activation
through our ultimate fitting room experience, both at our retail partners
and in other channels. Innovative digital fitting tools ensure that con-
sumers are given the very best fitting advice, regardless of their specific
consumer journey. We continue to grow by strengthening our personal
ties with consumers in all channels and developing a community for
each brand.
3) Strengthening our optichannel strategy
The various sales channels complement each other and we continue to
reach both new and loyal consumers with a 360° approach and targeted
support in each channel.
We remain committed to investing in the huge strength of independent
specialty lingerie retailers. We support them in various ways, including the
VDV Media app, intensive social media training and the digital fitting tools.
In 2023 we upgraded four stores to a contemporary retail concept tar-
geting a young millennials audience. We will optimise this concept and
continue to roll it out.
Our own websites also continue to evolve. The various departments –
Sales, Marketing, IT – have joined forces to offer the very best digital
(pre-) shopping experience.
We will also continue to roll out and strengthen our offer and brand experi-
ence in the various marketplaces in 2024.
Investing in the long term
We are strengthening our processes and infrastructure to achieve long-
term growth.
Prompted by future requirements, sustainability is part of various corpo-
rate processes. That is why sustainability is included, among other things,
in our digital roadmap. This focus on sustainability is a logical choice for
the future and an opportunity for our company. Our digital roadmap also
includes the digitisation of various processes in our design activities and
the preparation of the migration of our ERP system to the cloud.
Our infrastructure in Tunisia has been enlarged so that we can work on
vertical integration in our most important hub and growing our expertise.
In 2023 we also purchased the land adjacent to our distribution centre in
Wichelen. We will continue to develop our plans to expand the site in 2024.
| 13 |
| 15 |
2
|
Description of the company and its activities
In this annual report, all above entities together are referred to as the Group.
For a detailed description of our mission, core business and history, please visit our website at www.vandevelde.eu.
The Group structure as at 31 December 2023 is as follows:
0,02%
25,7% 100% 100%100%100%
100%
100%
100%
100%
100%
99,98%
100%
100%
Intimacy Management
Company LLC
United States of
America
100%
Van de Velde Retail Inc
United States of
America
100%
Van de Velde NV
Belgium
Top form
International Ltd
Hong Kong
Van de Velde
Nederland BV
The Netherlands
Marie Jo GmbH
Germany
Van de Velde
Verwaltungs GmbH
Germany
Van de Velde
GmbH & Co KG
Germany
Van de Velde UK Ltd
United Kingdom
Rigby & Peller Ltd
United Kingdom
Van de Velde
Denmark Aps
Denmark
Van de Velde
Finland Oy
Finland
Van de Velde Termelo
es Kereskedelmi KFT
Hungary
Van de Velde
Confection SARL
Tunisia
Van de Velde
North America Inc
United States of
America
Van de Velde
Iberica SL
Spain
| 17 |
3
|
Corporate Governance
Van de Velde is a listed family company and as such it gives special
attention to gearing its operations and organization to the provisions of
the Corporate Governance Code (third edition).
On 21 November 2023 the Board of Directors of Van de Velde NV approved
an adapted Corporate Governance Charter, which is available on the com-
pany’s website.
The company’s family nature is also an important ingredient in good
corporate governance. The family has an interest in the company being
managed in a professional and transparent way, which is expressed
among other things by the presence of experienced family members on
the Board of Directors.
Corporate governance and transparency are also discussed in other chap-
ters of this annual report.
The Board of Directors
Composition of the Board of Directors
The Board of Directors of Van de Velde NV is composed as follows:
• Herman Van de Velde NV, always represented by
Herman Van de Velde, chairman
(tenure expires at the Ordinary General Meeting of 2024);
• Lucas Laureys, director
(resigned on 27 April 2023);
• Benedicte Laureys, director
(tenure expires at the Ordinary General Meeting of 2024);
• Executive NV (successor of Fidigo NV), always represented by
Dirk Goeminne, director
(tenure expires at the Ordinary General Meeting of 2024);
• YJC BV, always represented by
Yvan Jansen, director
(tenure expires at the Ordinary General Meeting of 2024);
• Mavac BV, always represented by
Marleen Vaesen, director
(tenure expires at the Ordinary General Meeting of 2025);
• Veronique Laureys, director
(tenure expires at the Ordinary General Meeting of 2026);
• Valseba BV, always represented by
Isabelle Maes, director
(tenure expires at the Ordinary General Meeting of 2025);
• Greet Van de Velde, director
(tenure expires at the Ordinary General Meeting of 2026);
• BVHX BV, always represented by
Bruno Vanhoorickx, director
(tenure expires at the Ordinary General Meeting of 2026);
• PARCinvest BV, always represented by
Christian Salez, director
(tenure expires at the Ordinary General Meeting of 2026);
• Karel Verlinde CommV, always represented by
Karel Verlinde, managing director
(tenure expires at the Ordinary General Meeting of 2026).
☆ Herman Van de Velde NV, always represented by
Herman Van de Velde (m, 1954°), chairman and director;
Having obtained his degree in economics (KULeuven) and a post-
graduate degree in development economics (UCL), Herman moved
to Conakry, Guinea to work for Unido (United Nations Industrial
Development Organization). In 1981 he joined the family business
founded by his grandfather. He sits on the board of The Fashion
Company, Brands-On, Alsico and Volksvermogen. He is also chair
-
man of IVOC (the institute for training and development in the
clothing industry).
☆ Lucas Laureys (m, 1945°), director;
Lucas has a licentiate in economics (UGent) and obtained a mas-
ter’s degree in business administration at Vlerick Business School
and KULeuven. In 1971 he joined the family business founded by
his grandfather. More than 30 years he has been active as co-
managing director and CEO with responsibilities in strategy, sales
and marketing. He has also sat on various boards of directors,
including those of Delta Lloyd Bank and Omega Pharma. At Omega
Pharma he has been chairman for several years.
☆ Benedicte Laureys (v, 1969°), director;
Benedicte obtained a professional bachelor’s degree in second-
ary education economics at University College Leuven. Before her
appointment as director at Van de Velde, in 2006, she followed a
course at Guberna, the institute for administrators. She has 25
years’ experience in the lingerie business. She is currently director
and managing director of Ambo Holding NV. She also has a seat
on the Board of Directors of Rigby & Peller US/UK and Augmented
Anatomy.
☆ YJC BV, represented by
Yvan Jansen (m, 1963°), independent director;
Yvan has a licentiate in law (KULeuven), a master’s degree in eco-
nomics (UCL) and an MBA (Chicago Booth). He is a director in
various family owned businesses and is a business consultant in
strategy and transformation. Until the end of 2022 he was Senior
Partner at Kearney and head of the Belgium business. Previously
he was active in private equity and Senior Partner & Managing
Director at BCG.
☆ Executive NV, represented by
Dirk Goeminne (m, 1955°), independent director;
Dirk studied applied economics and commercial engineering. He
is currently chairman of the Board of Directors of CRG NV (JBC,
Mayerline, CKS). He also sits on various supervisory boards in the
Netherlands. Until May 2022, Dirk was chairman of the Board of
Directors of What’s Cooking and until April 2023, Dirk was chairman
of the Board of Directors of Wereldhave Belgium NV.
| 18 |
☆ Mavac BV, represented by
Marleen Vaesen (f, 1959°), director;
Marleen has a background in economics and supplemented her
training with management courses at prestigious universities,
including Harvard. She built up a career at Procter & Gamble and
Sara Lee. She was CEO at Greenyard for five years. Marleen was
CEO of Van de Velde from December 2018 until May 2022. She
sits on various boards of directors as an independent director.
☆ Veronique Laureys (v, 1979°), director;
Veronique has a background in economics. She has twenty years
experience in the lingerie business and is director and managing
director of Ambo Holding NV. In 2017, she was appointed to the
Board of Directors of Van de Velde.
☆ Valseba BV, represented by
Isabelle Maes (f, 1974°), independent director;
Isabelle studied commercial engineering (KULeuven). She is
CMO of Lotus Bakeries and CEO of Lotus Bakeries Natural Foods.
Previously, she was active as CFO at Lotus Bakeries and Barry
Callebaut Belgium and as Senior Auditor at PWC.
☆ Greet Van de Velde (v, 1956°), director;
Greet has a licentiate in economic science and was operationally
active at Van de Velde for more than 28 years, holding positions
such as production and demand planning manager and sales and
project account.
☆ BVHX BV, represented by
Bruno Vanhoorickx (m, 1981°), independent director;
Bruno obtained a master’s degree in applied economics (KULeuven),
International Business Economics (Sorbonne) and Technology &
Innovation (Sussex). He is a member of the management team of
Zalando SE in Berlin, and responsible for the commercial activities
and strategy in all 25 European markets. Until the end of 2019
he was a member of the leadership team of the investment fund
Bain Capital Europe in London, where he was responsible for the
Retail & Consumer portfolio. Previously he was active with Boston
Consulting Group in Brussels and New York.
☆ PARCinvest BV, represented by
Christian Salez (m, 1966°), independent director;
After his economics and marketing studies (UCL, Vlerick), Christian
held management positions at TBWA, De Post, Delvaux and Apple.
He is a director at various Belgian and international (Paris and
London) fashion, retail and luxury brands, and since the end of
2023, he is also director of Europalia.
☆ Karel Verlinde CommV, represented by
Karel Verlinde (m, 1982°), managing director;
Karel obtained a master’s degree in economics at UGent and an MA
in economics & finance (national university of Ireland Maynooth).
Previously, he was CFO at IVC, a division of Mohawk Industries.
Karel was CFO at Van de Velde from the beginning of 2019 to the
end of 2022, when he was appointed CEO.
Honorary director: Henri-William Van de Velde, son of the founder,
Doctor of Laws.
Valseba BV, Executive NV, YJC BV and BVHX BV are considered to be
independent directors.
Benedicte Laureys, Veronique Laureys, Greet Van de Velde, Mavac BV,
PARCinvest BV, Lucas Laureys and Herman Van de Velde NV represent
Van de Velde Holding NV, the majority shareholder of Van de Velde NV,
and are non-executive directors.
Karel Verlinde CommV is managing director.
In accordance with the Act of 28 July 2011
(1)
, at least one third of the mem-
bers of the Board of Directors are the opposite sex to the other members.
Herman Van de Velde NV chairs the Board of Directors.
The company secretary is Lore Werbrouck, general counsel.
(1) This act aims to ensure that there is gender balance in Board of Directors.
| 19 |
Operation and activity report of the Board of Directors
Van de Velde’s Board of Directors directs the company in accordance with
the principles laid down in Belgium’s Code of Companies and Associations
of 23 March 2019 (CCA) and makes decisions on the general policy. These
comprise the assessment and approval of strategic plans and budgets,
supervision of reports and internal controls and other tasks assigned by
law to the Board of Directors.
At the Extraordinary General Meeting of 27 April 2022, amendments to the
Articles of Association implementing the CCA were approved, by which
a monistic governance model was adopted. This monistic governance
model consists of a board of directors, along with, among other things,
an executive committee, which is not a Management Committee within
the meaning of Articles 7:104 and 7:107 of the CCA.
The Board of Directors established an executive committee, known as
the Management Team, in compliance with Article 23, paragraph 2 of
the coordinated Articles of Association of 27 April 2022. The Board of
Directors has delegated its managerial powers to the managing director
and the Management Team, with the exception of general policy and all
actions that are reserved to the Board of Directors by statutory provisions.
The Board of Directors has also established the following advisory
committees: an Audit and Risk Committee and a Nomination and
Remuneration Committee.
For a detailed description of the operation and responsibilities of the Board
of Directors we refer to the company’s Corporate Governance Charter,
which is published on the company’s website.
In 2023 the Board of Directors met five times. There were two additional
meetings of the Board of Directors attended only by the non-executive
directors:
1.
for the purpose of discussing the remuneration of Karel Verlinde
CommV;
2.
for the purpose of evaluating the interaction between the Board of
Directors and the Management Team;
Lucas Laureys was excused from two board meetings.
Otherwise, all board meetings were fully attended.
Committees within the Board of Directors
(a)
Audit and Risk Committee
The objective of the Audit and Risk Committee is to assist the Board of
Directors in carrying out its control tasks with respect to Van de Velde’s
financial reporting process, including supervision of the integrity of
the financial statements, and the qualifications, independence and
performance of the statutory auditor.
The Audit and Risk Committee advises the Board of Directors on
the following:
•
Appointment (and dismissal) and remuneration of the statutory auditor;
• Preparation of bi-annual and annual results;
• Internal control and risk management;
• External audit.
The Audit and Risk Committee is composed as follows:
• Lucas Laureys (resigned on 27 April 2023);
• Veronique Laureys (from 28 August 2023)
• YJC BV, always represented by Yvan Jansen
(independent director);
• Executive NV, always represented by Dirk Goeminne
(independent director);
• Valseba BV, always represented by Isabelle Maes
(independent director).
The members of the committee possess sound knowledge of financial
management.
The chairman of the Audit and Risk Committee is Valseba BV, always
represented by Isabelle Maes. Isabelle studied commercial engineering
(KULeuven). She is CMO of Lotus Bakeries and CEO of Lotus Bakeries
Natural Foods. Previously, she was active as CFO of Lotus Bakeries
and Barry Callebaut Belgium and as senior auditor at PWC. She there-
fore has the necessary knowledge of accounting and auditing.
The Audit and Risk Committee meets no fewer than four times a
year and as often as considered necessary for its proper operation.
In 2023 the Audit and Risk Committee met four times. Executive NV
was excused from one Audit and Risk Committee. Otherwise, all Audit
and Risk Committees were fully attended.
(b)
Nomination and Remuneration Committee
The Nomination and Remuneration Committee formulates recom-
mendations to the Board of Directors concerning the company’s
remuneration policy, the remuneration of the directors and members
of the Management Team and the appointment of the directors and
members of the Management Team, and is responsible for the selec-
tion of suitable candidate directors.
The Nomination and Remuneration Committee is composed as follows:
• Herman Van de Velde NV, always represented by
Herman Van de Velde;
• YJC BV, always represented by Yvan Jansen
(independent director);
• Valseba BV, always represented by Isabelle Maes
(independent director).
| 20 |
The chairman of the Nomination and Remuneration Committee is
Herman Van de Velde NV, represented by Herman Van de Velde. All
members of the committee possess sound knowledge of remune-
ration policy.
The Nomination and Remuneration Committee meets as often as is
needed for its proper operation, but never fewer than two times every
year. The Nomination and Remuneration Committee met four times
in 2023. All meetings were fully attended.
No director attends the meetings of the Nomination and Remuneration
Committee in which his or her own remuneration is discussed or may
be involved in any decision concerning his or her remuneration.
For a detailed summary of the responsibilities and the operation of
the various committees established by the Board of Directors, see
the company’s Corporate Governance Charter, which is published on
the company’s website.
(c)
Management Team
In accordance with Article 23, paragraph 2 of the coordinated Articles
of Association of 27 April 2022, the Board of Directors has established
an executive committee (subject to approval of the amendments to the
Articles of Association on 27 April 2022), known as the Management
Team, which is not a Management Committee in the sense of Articles
7:104 and 7:107 of the CCA.
The Management Team, which convenes at least every 14 days, is
responsible for managing the company. It exercises the managerial
powers that the Board of Directors has delegated to the Management
Team. Depending on the agenda points, the key persons of the com-
pany are invited to the meeting of the Management Team.
The Management Team is composed as follows:
• Karel Verlinde CommV, always represented by
Karel Verlinde, CEO;
• Skrapa BV, always represented by
Wim Schelfhout, CFO (from 16 October, 2023);
• MMW BV, always represented by
Willem Wijnen, Head of Commercial;
• Stefanie Baesens, Head of Strategy, IT and Digital;
• Céline Soto Perez, Head of Marketing;
• Marijke Goossens, Head of Operations and Supply Chain;
• Carole Lambert, Head of Brands and Design
(from 1 July 2023);
• Karen Van Bockstaele BV, always represented by
Karen Van Bockstaele, interim Head of HR and Facilities.
• Karel (m, 1982°)
Karel obtained a master’s degree in economic sciences at UGent
and an MA in economics & finance (national university of Ireland
Maynooth). Previously, he was CFO at IVC, a division of Mohawk
Industries. Karel was CFO at Van de Velde from the beginning of 2019
to the end of 2022, when he was appointed CEO.
• Wim (m, 1982°)
Wim was appointed CFO at Van de Velde in 2023. He obtained a mas-
ter’s degree in business engineering at KULeuven and subsequently
obtained a post graduate in Finance and Accounting. He started his
career at Honeywell, where he held different roles within Finance &
Controlling. Thereafter he became regional finance director at Etex,
and CFO at Lamifil.
• Willem (m, 1972°)
Willem was appointed Head of Commercial at Van de Velde at the
beginning of 2021. He obtained a master’s degree in business econo-
mics at Universiteit Maastricht. Previously, he was CMO at The Sting
and CCO at North Sails Apparel.
• Stefanie (f, 1983°)
Stefanie was appointed Head of Strategy, IT and Digital at Van de
Velde in 2019. She obtained a master’s degree in business enginee-
ring at KULeuven. Before her career at Van de Velde, she worked as a
consultant at Accenture for 12 years.
• Céline (f, 1984°)
Céline was appointed Head of Marketing at Van de Velde in 2020.
She obtained a master’s degree in economic sciences at UGent. She
started her career at C&A Buying and was marketing director at L’Oréal.
• Marijke (f, 1970 °)
Marijke was appointed Head of Operations and Supply Chain at
Van de Velde at the end of 2019. She obtained a master’s degree in
Japanology and a second master’s degree in International Relations
at KULeuven. Before she arrived at Van de Velde, she fulfilled Supply
Chain management roles at various fashion companies, including Sara
Lee Knit Products, Champion Europe and VF Corporation.
• Carole (f, 1982°)
Carole was appointed Head of Brands & Design on 1 July 2023. She
graduated as a fashion designer at La Cambre-Mode in Brussels.
After her studies, she started as a lingerie designer for Van de Velde,
where she held various roles in the design department, including Brand
Design Manager for PrimaDonna and Creative Manager. In 2019 she
obtainted an MBA in Global Fashion Management at the Institut
Français de la Mode.
• Karen (f, 1969°)
Karen became interim Head of HR and Facilities at the end of 2022.
She holds a master’s degree in law (KULeuven), and obtained a licence
spéciale en droit social (ULB) and a diploma HRM at UAMS. Karen has
previously held various human resources roles at Becton Dickinson,
JP Morgan and Euroclear. Prior to joining Van de Velde, Karen was
Associate Director HR Benelux at Perrigo.
| 21 |
Liesbeth Van de Velde, Head of Brands & Design, left the Management
Team on 1 July 2023.
The chairman of the Management Team (CEO) is Karel Verlinde CommV,
always represented by Karel Verlinde.
The members of the Management Team are appointed and dismissed
by the Board of Directors on the basis of the recommendations of
the Nomination and Remuneration Committee. The members of the
Management Team are appointed for an indefinite period, unless the
Board of Directors decides otherwise. The ending of the tenure of a mem-
ber of the Management Team has no impact on the agreements between
the company and the person involved in regard to additional duties over
and above this tenure.
(d)
Daily management
In addition to the Management Team, Van de Velde’s daily manage-
ment is in the hands of Karel Verlinde CommV, always represented
by Karel Verlinde, managing director.
(e)
Evaluation
At least every three years, the Board of Directors, headed by its chair-
man, conducts an evaluation of its size, composition and performance,
and the size, composition and performance of its committees, as well
as the interaction with the Management Team. The directors give their
full cooperation to the Nomination and Remuneration Committee and
any other persons, within or outside the company, responsible for this
evaluation. Based on the findings of the evaluation, the Nomination and
Remuneration Committee will, where applicable and in consultation
with any external experts, submit to the Board of Directors a report
of the strengths and weaknesses and any proposal to appoint new
directors or refrain from renewing a directorship.
The Board of Directors evaluates the performance of the committees at
least every three years.
The non-executive directors evaluate their interaction with the
Management Team annually.
The CEO together with the Nomination and Remuneration Committee
evaluates the functioning and performance of the Management Team
annually.
| 22 |
Remuneration report
1.Introduction
The remuneration policy of the company applicable to the fiscal year
2023 and approved by the General Meeting of 26 April 2023 is published
on the website of the company.
2.Total remuneration of non-executive directors
In accordance with the applicable policy, in 2023 the non-executive
directors received only fixed basic remuneration for their membership
or chairmanship of the Board of Directors, plus fixed remuneration for their
membership or chairmanship of any advisory committees. The remunera-
tion policy enabled the company to safeguard the necessary competence
and experience on the Board of Directors.
Name, Position
Basic
remuneration
Remuneration as
a member of the
Audit and Risk
Committee
Remuneration as a mem-
ber of the Nomination and
Remuneration Committee
Total
remuneration
Herman Van de Velde NV, always represented by
Herman Van de Velde (Chairman)
40,000 € 0 € 7,500 € 47,500 €
YJC BV, always represented by
Yvan Jansen (Independent director)
20,000 € 5,000 € 5,000 € 30,000 €
Valseba BV, always represented by
Isabelle Maes (Independent director)
20,000 € 7,500 € 5,000 € 32,500 €
Fidigo NV
(1)
, always represented by
Dirk Goeminne (Independent director)
20,000 € 5,000 € 0 € 8,333 €
Executive NV
(2)
, always represented by
Dirk Goeminne (Independent director) 20,000 € 5,000 € 0 € 16,667 €
Lucas Laureys
(1)
20,000 € 5,000 € 0 € 8,333 €
Benedicte Laureys 20,000 € 0 € 0 € 20,000 €
Veronique Laureys 20,000 € 5,000 € 0 € 25,000 €
Greet Van de Velde 20,000 € 0 € 0 € 20,000 €
Mavac BV, always represented by Marleen Vaesen 20,000 € 0 € 0 € 20,000 €
BVHX BV
(2)
, always represented by
Bruno Vanhoorickx (Independent director)
20,000 € 0 € 0 € 13,333 €
PARCinvest BV
(2)
, always represented by
Christian Salez
20,000 € 0 € 0 € 13,333 €
(1) Pro rata from 01.01.2023 up to and including 26.04.2023.
(2) Pro rata from 27.04.2023 up to and including 31.12.2023.
| 23 |
3.Total remuneration of the members of executive
management (including the CEO)
In 2023 the executive management was entrusted to the Management
Team, which is chaired by the CEO. In accordance with the applicable
remuneration policy, the following remuneration was awarded to the
members of the Management Committee and the Management Team:
4.Note to the various components of the remuneration
of the members of the Management Committee
(including the CEO)
4.1. Variable remuneration
A) Short-term variable remuneration
As stated in the remuneration policy, the targets for short-term variable
remuneration are based partly on objective parameters closely linked
to the results of the Group (collective targets) and partly on individual
targets closely linked to the responsibility of the member in question.
The collective targets represent 80% of the total targets, the individual
targets 20%. Three collective targets were set for 2023: turnover, EBITDA
and one quality-related target. The Board of Directors, on the proposal of
the Nomination and Remuneration Committee, established the turnover
and EBITDA for 2023 and the extent to which the targets were achieved.
On this basis, the corresponding payment level was established. The
corresponding payment level of the collective targets combined is equal
to 20 % of the collective target bonus.
Name, Position
1.
Fixed remuneration
2.
Variable remuneration
3.
Exceptional
items
4.
Pension
Cost
(2)
5.
Total
remunera-
tion
6.
Fixed/
veriable
remuneration
ratio
Basic
remuneration
Additional
benefits
(1)
One year
variable
Multi-year
variable
Karel Verlinde CommV
(CEO), always repre
-
sented by Karel
Verlinde (management
company)
360,000 € 0 € 55,008 € 0 € 0 € 0 € 415,008 €
87% fixed
remuneration
13% variable
remuneration
Other members of the
Management Team
together (excluding
CEO)
(3)
1,230,392 € 85,222 € 95,823 € 0 € 0 € 37,137 € 1,448,574 €
Between 80%
and 100% fixed
remuneration
Between 20%
and 0% variable
remuneration
Performance criteria
(PC)
Relative
weight
a) Measured performance
b)
Corresp. Payment level
(*)
Turnover 40% a) Below target
b) 0.00%
EBITDA 40% a) Below target
b) 0.00%
NPS (Retail partners)
20% a) On target
b) 20.00%
The individual targets were set and evaluated for each individual
Management Team member.
(1) Only applicable to the member of the Management Team who works on the basis of an employment contract.
Fixed reimbursement of expenses also includes meal vouchers, hospitalization insurance and company car.
(2) Only applicable to the member of the Management Team who works on the basis of an employment contract.
(3) If remunerated through an employment contract, the social security charges paid by the employer are not included.
If remunerated through a management agreement, the total cost for the company is included.
| 24 |
B) Long-term variable remuneration
No long-term variable remuneration was granted in 2023.
4.2. Pension
Members of the executive management who have an employment con-
tract participate in the company pension plan. This is a defined contribu-
tion pension plan to which the employer contributes 4% of the employee’s
fixed remuneration limited to the amount of the pension ceiling
(1)
and 5%
of the annual salary exceeding the pension ceiling.
5.Share-related remuneration
The non-executive directors do not receive any remuneration in the form
of shares. This means the company departs from Recommendation 7.6
of the Corporate Governance Code 2020. This departure is explained
by the fact that the family directors are, directly or indirectly, long-term
shareholders of the company and, in general, the non-executive direc-
tors are currently deemed to be sufficiently focused on long-term value
creation for the company. The award of the shares to the non-executive
directors is deemed unnecessary for that reason. However, the company
will evaluate this recommendation on a regular basis in regard to any
(mandatory) compliance in the future.
No minimum threshold has been set for shares that must be held by
the members of the executive management. This means the company
departs from Recommendation 7.9 of the Corporate Governance Code
2020. This departure is explained by the fact that the interests of the
executive management are currently deemed to be sufficiently oriented
to long-term value creation in the company by means of an existing long-
term incentive programme in the form of an option plan (see table on
the right). Setting a minimum threshold for shares that must be held by
the members of the executive management is deemed unnecessary for
that reason. However, the company will evaluate this recommendation
on a regular basis in regard to any (mandatory) compliance in the future.
The Board of Directors of 29 April 2020 approved the 2020 option plan.
As a result, the Nomination and Remuneration Committee can award
options on shares of the company to the executive management for five
years. These options are awarded free of charge. The exercise price of
the options is, per share, equal to the lowest amount of (i) the average of
the closing prices of the share on the market over the thirty calendar days
prior to the date of the offer or (ii) the closing price of the final trading
day prior to the date of the offer. The options are valid for a term of ten
years. The company and the option holder may decide by mutual agree-
ment to reduce the term of validity of the options below ten years, but it
can never be reduced below five years. The options are not exercisable
before the end of the third calendar year following the year in which the
options are offered.
(1) For 2023, 76,395.98 euro.
Remuneration in share options
Name, Position
Most important provisions of
the share option plan
Information with regard to the financial year under review
Opening balance In the course of the year (*) Closing balance
Identification
of the Plan Offer date
acquisition
date
End of the
retention
period
Exercise
period
Exercise
price
Options held at
the beginning of
2023
a) Number of optioins
offered in 2023
b) Value of underlying
shares on offer date
a) Number of acquired options
b) Value of underlying shares on
acquisition date
c) Value at exercise price
d) Gain on acquisition date
Options held at
the end of 2023
Mavac BV
2015 15.10.2019 14.12.2019
31.12.2022
01.01.2023-
15.10.2029
23.36 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 09.10.2020 08.12.2020 31.12.2023
01.01.2024-
09.10.2030
22.60 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 01.10.2021 30.11.2021 31.12.2024
01.01.2025-
01.10.2031
28.75 € 5,000
a) n/a
n/a 5,000
b) n/a
Vucastar BV 2020 08.03.2022 07.05.2022 31.12.2026
(1)
01.01.2027-
08.03.2032
32.40 € 10,000
a) n/a
n/a 10,000
b) n/a
Karel Verlinde CommV
2015 15.10.2019 14.12.2019
31.12.2022
01.01.2023-
15.10.2029
23.36 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 09.10.2020 08.12.2020 31.12.2023
01.01.2024-
09.10.2030
22.60 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 01.10.2021 30.11.2021 31.12.2024
01.01.2025-
01.10.2031
28.75 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 04.10.2022 03.12.2022 31.12.2025
01.01.2023
01.10.2032
32.40 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 04.10.2023 04.12.2023 31.12.2026
01.01.2027-
04.10.2033
32.25 € 0
a) 5,000
a) 5,000
5,000
b) 161,250 €
b) 161,250 €
c) 161,250 €
d) 0
Liesbeth Van de Velde
2015 15.10.2019 14.12.2019 31.12.2022
01.01.2023-
15.10.2026
23.36 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 09.10.2020 08.12.2020 31.12.2023
01.01.2024-
09.10.2025
22.60 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 01.10.2021 30.11.2021 31.12.2024
01.01.2025-
01.10.2026
28.75 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 04.10.2022 03.12.2022 31.12.2025
01.01.2026-
04.10.2029
32.40 € 5,000
a) n/a
n/a 5,000
b) n/a
MMW BV
2020 04.10.2022 03.12.2022
31.12.2025
01.01.2026-
04.10.2032
32.40 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 04.10.2023 04.12.2023 31.12.2026
01.01.2027-
04.10.2033
32.25 € 0
a) 5,000
a) 5,000
5,000
b) 161,250 €
b) 161,250 €
c) 161,250 €
d) 0
Céline Soto Perez 2020 04.10.2022 03.12.2022 31.12.2025
01.01.2026-
04.10.2027
32.40 € 5,000
a) n/a
n/a 5,000
b) n/a
Skrapa BV 2020 04.10.2023 04.12.2023 31.12.2026
01.01.2027-
04.10.2033
32.25 € 0
a) 5,000
a) 5,000
5,000
b) 161,250 €
b) 161,250 €
c) 161,250 €
d) 0
Marijke Goossens 2020 04.10.2023 04.12.2023 31.12.2026
01.01.2027-
04.10.2033
32.25 € 0
a) 5,000
a) 5,000
5,000
b) 161,250 €
b) 161,250 €
c) 161,250 €
d) 0
321
| 25 |
Remuneration in share options
Name, Position
Most important provisions of
the share option plan
Information with regard to the financial year under review
Opening balance In the course of the year (*) Closing balance
Identification
of the Plan Offer date
acquisition
date
End of the
retention
period
Exercise
period
Exercise
price
Options held at
the beginning of
2023
a) Number of optioins
offered in 2023
b) Value of underlying
shares on offer date
a) Number of acquired options
b) Value of underlying shares on
acquisition date
c) Value at exercise price
d) Gain on acquisition date
Options held at
the end of 2023
Mavac BV
2015 15.10.2019 14.12.2019
31.12.2022
01.01.2023-
15.10.2029
23.36 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 09.10.2020 08.12.2020 31.12.2023
01.01.2024-
09.10.2030
22.60 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 01.10.2021 30.11.2021 31.12.2024
01.01.2025-
01.10.2031
28.75 € 5,000
a) n/a
n/a 5,000
b) n/a
Vucastar BV 2020 08.03.2022 07.05.2022 31.12.2026
(1)
01.01.2027-
08.03.2032
32.40 € 10,000
a) n/a
n/a 10,000
b) n/a
Karel Verlinde CommV
2015 15.10.2019 14.12.2019
31.12.2022
01.01.2023-
15.10.2029
23.36 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 09.10.2020 08.12.2020 31.12.2023
01.01.2024-
09.10.2030
22.60 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 01.10.2021 30.11.2021 31.12.2024
01.01.2025-
01.10.2031
28.75 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 04.10.2022 03.12.2022 31.12.2025
01.01.2023
01.10.2032
32.40 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 04.10.2023 04.12.2023 31.12.2026
01.01.2027-
04.10.2033
32.25 € 0
a) 5,000
a) 5,000
5,000
b) 161,250 €
b) 161,250 €
c) 161,250 €
d) 0
Liesbeth Van de Velde
2015 15.10.2019 14.12.2019 31.12.2022
01.01.2023-
15.10.2026
23.36 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 09.10.2020 08.12.2020 31.12.2023
01.01.2024-
09.10.2025
22.60 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 01.10.2021 30.11.2021 31.12.2024
01.01.2025-
01.10.2026
28.75 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 04.10.2022 03.12.2022 31.12.2025
01.01.2026-
04.10.2029
32.40 € 5,000
a) n/a
n/a 5,000
b) n/a
MMW BV
2020 04.10.2022 03.12.2022
31.12.2025
01.01.2026-
04.10.2032
32.40 € 5,000
a) n/a
n/a 5,000
b) n/a
2020 04.10.2023 04.12.2023 31.12.2026
01.01.2027-
04.10.2033
32.25 € 0
a) 5,000
a) 5,000
5,000
b) 161,250 €
b) 161,250 €
c) 161,250 €
d) 0
Céline Soto Perez 2020 04.10.2022 03.12.2022 31.12.2025
01.01.2026-
04.10.2027
32.40 € 5,000
a) n/a
n/a 5,000
b) n/a
Skrapa BV 2020 04.10.2023 04.12.2023 31.12.2026
01.01.2027-
04.10.2033
32.25 € 0
a) 5,000
a) 5,000
5,000
b) 161,250 €
b) 161,250 €
c) 161,250 €
d) 0
Marijke Goossens 2020 04.10.2023 04.12.2023 31.12.2026
01.01.2027-
04.10.2033
32.25 € 0
a) 5,000
a) 5,000
5,000
b) 161,250 €
b) 161,250 €
c) 161,250 €
d) 0
(1) Contrary to the 2020 option plan, the options are not exercisable before the end of the fourth calendar year following the year in which the options are offered.
(2) Contrary to the 2020 option plan, it was agreed that 10,000 of the options granted in 2022 remain exercisable in accordance with the normal exercise periods.
The remaining 30,000 options granted in 2022 have expired..
10 987654
| 26 |
6.Severance pay
During 2023 no severance pay was awarded to any director or member
of the executive management.
7.Use of the right of claw-back
During 2023 no variable remuneration was clawed back.
8.Departures from the remuneration policy
During 2023, there were two departures from the remuneration policy.
It is stipulated in the remuneration policy that, in as far as a member of
executive management is a management company, the total remunera-
tion of members of executive management comprises fixed compensa-
tion, variable compensation and a share-based compensation (options).
• Contrary to this, because of the ad interim character of the position
of Head of HR and Facilities, the management agreement with Karen
Van Bockstaele BV determines that no annual variable compensation
is due. Furthermore, no options were granted to Karen Van Bockstaele
BV during 2023.
• Contrary to this, the management agreement with Skrapa BV deter-
mines that, with regard to fiscal year 2023, guaranteed variable com-
pensation of 25% of the fixed compensation is due. This guaranteed
variable compensation is calculated pro rata the period that Skrapa
BV was active for Van de Velde during 2023, from 16 October 2023
until and including 31 December 2023.
During 2023, there were no other departures from the remuneration policy.
9.Ratio of highest to lower remuneration
The highest remuneration is 5.94 times that of the lowest remuneration
of a Belgian employee of the Group.
10.Annual change
The company interprets article 3:6 §3, fifth paragraph BCC in such a way
that the requirement to provide information on the changes in the remu-
neration, the performance of the company and the average remuneration
of the employees over the past five years only applies as from 2020 and
so figures from prior to 2020 are not required in the comparison. That is
why the company will show that trend in the remuneration report as from
2020, but not from the years prior to 2020.
The remuneration of the members of the Board of Directors, the CEO and
the members of the Management Committee and the main performance
criteria evolved as follows in the period 2022-2023:
euro 2023 2022
Chairman of the Board of Directors 40,000 40,000
Member of the Board of Directors 20,000 20,000
Chairman of the Audit and Risk Committee 7,500 7,500
Member of the Audit and Risk Committee 5,000 5,000
Chairman of the Nomination and
Remuneration Committee 7,500 7,500
Member of the Nomination and Remuneration
Committee 5,000 5,000
CEO (fixed remuneration + short-term variable
remuneration) 415,008 963,181
Other members of the Management
Committee together (fixed remuneration +
short-term variable remuneration + benefits
(3)
1,448,574
1,834,668
Comparable turnover (in million euro)
212.1 211.4
Comparable EBITDA (in million euro)
56.6 58.0
The average remuneration of the employees in Belgium changed as follow:
euro 2023 2022
Average gross salary of a full-time
equivalent in Belgium
3,633 3,458
(3) Insofar as the member in question is an employee.
| 27 |
Major characteristics of internal
control and risk management systems
The Management Team leads the company within the framework of care-
ful and effective control, which makes it possible to evaluate and manage
risks. The Management Team develops and maintains appropriate internal
controls that offer reasonable assurance on the attainment of the goals,
the reliability of the financial information, compliance with applicable
laws and regulations, and the execution of internal control processes.
The Board of Directors oversees the proper functioning of the control
systems through the Audit and Risk Committee. The Audit and Risk
Committee evaluates the effectiveness of the internal control and risk
management systems at least once a year. It must ensure that significant
risks are properly identified, managed and brought to its attention.
In monitoring the financial reporting, the Audit and Risk Committee espe-
cially evaluates the relevance and coherence of the financial statement
standards applied by the company and its Group. This entails an assess-
ment of the accuracy, completeness and consistency of the financial
information. The Audit and Risk Committee discusses significant financial
reporting issues with executive management and the external auditor.
The Board of Directors bears responsibility for analysis, proactive meas-
ures and plans with regard to strategic risks. The Board of Directors
approves the strategy and goals every year. An annual growth plan for the
following two years is presented to the Board of Directors for approval. The
growth plan is monitored systematically during the meetings of the Board
of Directors and may be adapted on the basis of changed prospects.
Operational risks are regularly identified, updated and evaluated. The
financial department is responsible for monitoring and reporting these.
The Management Team bears the responsibility for analysis, proactive
measures and plans with regard to operational risks.
For each process, internal controls should be in place guaranteeing, where
possible, the proper functioning of this process. The effectiveness of the
internal controls that are important for the completeness and correctness
of the reported figures is regularly verified by the financial department
through random sampling and a control report.
Additional information is provided in the company’s Corporate Governance
Charter as published on the website.
With respect to risk management, we also refer to note 30 on ‘Business
risks with respect to IFRS 7’.
Shareholding structure on the balance sheet date
The subscribed capital is 1,936,173.73 euro. It is represented by
13,016,417 shares (denominator).
Within the framework of Belgium’s Transparency Act of 2 May 2007 stakes
must be made public in accordance with the thresholds provided for by
the Articles of Association. The thresholds in Van de Velde’s Articles of
Association are:
• 3%;
• 5%;
• multiples of 5%.
Van de Velde Holding NV holds 7,496,250 (57,39%) shares. It does so
through the Vesta foundation as well as Hestia Holding NV and Ambo
Holding NV. Vesta foundation and Hestia Holding NV together represent
the interests of the Van de Velde family. Ambo Holding NV represents
the interests of the Laureys family.
On 11 March 2021 Lazard Frères Gestion SAS crossed the statutory
threshold of 3%. Following the acquisition of own shares Van de Velde
crossed the statutory threshold of 3% on 13 March 2023. Due to the
destruction of 260.063 own shares on 8 September 2023, Van de Velde
went under the statutory threshold of 3% again.
Information about specific safeguards
A majority of Van de Velde NV’s directors are appointed from the candi-
dates nominated by Van de Velde Holding NV, as long as they directly or
indirectly hold no less than 35% of the company’s shares.
Miscellanea
Insider trading
The members of the Board of Directors and some employees that may
possess important information (‘insiders’) have signed the protocol pre-
venting abuse of privileged information. This means that anyone wishing
to trade in Van de Velde shares must first request the permission of the
Compliance Officer.
Insiders are not permitted to trade in securities in the following periods:
(i) The period as from 1 January and the moment the annual results are
announced;
(ii) The period of two months immediately prior to the announcement
of the company’s half-year results or the period commencing at the
time of closure of the half year in question and ending at the time of
publication of the half-year results, whichever is shorter.
The Board of Directors can impose a general transaction ban on all
insiders in other periods that may be considered to be sensitive.
All other staff at Van de Velde have been notified in writing of the statutory
stipulations concerning abuse of insider knowledge.
| 28 |
Transactions between the company and its directors
and members of the Management Committee
The company’s Corporate Governance Charter, which is published on the
company’s website, explains the rules applicable to transactions and other
contractual links between the company, including its affiliated companies,
and its directors and members of the Management Committee that are
not covered by the conflict of interests scheme.
There were no such transactions or other contractual links during 2023.
Statutory auditor
The General Meeting of 27 April 2022 of Van de Velde NV appointed
EY Bedrijfsrevisoren BV, Pauline Van Pottelsberghelaan 12, 9051 Ghent,
represented by Francis Boelens, as the statutory auditor. This appoint-
ment runs until the Ordinary General Meeting of 2025. Since the total
maximum duration of the mandate as statutory auditor is reached at
the Ordinary General Meeting of 2024, the statutory auditor shall resign
within no more than two years.
Regular consultations are held with the statutory auditor, who is also
invited to the Audit and Risk Committee for the half-year and annual
reporting. The statutory auditor has no relationship with Van de Velde
that could impact its opinion.
The annual remuneration in 2023 for auditing of the statutory financial
statements of Van de Velde NV was 85,500 euro (excl. VAT). The total
costs for 2023 for the auditing of the annual accounts of all companies
of the Van de Velde Group and the consolidated annual accounts of Van
de Velde NV were 185,500 euro (excl. VAT), including the aforementioned
85,500 euro.
In accordance with Article 3:65 of the CCA, Van de Velde announces
that no exceptional or special tasks by the statutory auditor and by other
persons with whom the statutory auditor has a professional relationship
were performed in 2023.
Belgian Code on Corporate Governance
Van de Velde NV complies with the majority of the principles laid down
in the Belgian Code on Corporate Governance. During 2023 the Code on
Corporate Governance was departed from as follows:
•
Non-executive directors do not receive any part of their remune-
ration in the form of shares. As such, the company departs from
Recommendation 7.6 of the Code on Corporate Governance. This
departure is explained by the fact that the family directors are, directly
or indirectly, stable shareholders of the company and, more generally,
the views of the non-executive directors are currently considered to
be sufficiently focused on long-term value creation for the company.
The granting of shares to the non-executive directors is therefore
not considered necessary. However, the company will evaluate this
Recommendation on a regular basis for the purpose of any possible
(need for) future compliance.
• No minimum threshold of shares to be held by the members of exe-
cutive management is determined. As such, the company departs
from Recommendation 7.9 of the Code on Corporate Governance.
This derogation is explained by the fact that the interests of executive
management are currently considered to be sufficiently focused on
long-term value creation for the company in view of the existing long-
term incentive programme in the form of an option plan. For these
reasons, the determining of a minimum threshold of shares to be held
by the members of executive management is not considered neces-
sary. However, the company will evaluate this Recommendation on
a regular basis for the purpose of any (need for) future compliance.
•
The company departs from the recommendation in Article 3.5.2 of
the Code on Corporate Governance
(1)
with regard to one independent
director. The company concludes that this director, though no longer
formally independent, acts in the spirit of an independent director.
• There are no specific agreements or systems that give the company
the right to recover variable paid allowances if they are wrongly awar-
ded on the basis of data that subsequently proves to be incorrect. As
such, the company departs from Recommendation 7.12 of the Code on
Corporate Governance. This departure is explained by the fact that the
company will, if appropriate, rely on the possibilities of common law.
(1) To be qualified as independant director, you may have held a mandate as a non- excecu-
tive director for a maximum of 12 years.
| 29 |
Conflict of Interests Scheme
In 2023, one conflict of interest under article 7:96 of the CCA occurred
within the Board of Directors or the Management Team. This concerned
the granting of a fixed and variable remuneration to Karel Verlinde CommV
as managing director and chair of the Management Team by the Board
of Directors on 1 March 2023.
The except from the minutes relating to this decision is presented below,
stating the reason for the conflict of interest, and the nature, justification
and financial impact of the decision.
“Karel Verlinde CommV, duly represented by Karel Verlinde, reported in
advance a conflict of interest with regard to the abovementioned agenda
item under article 7:96 §1 of the Code of Companies and Associations
and will therefore not participate in these deliberations. He pointed out
that this decision related to a matter of a financial nature, namely the
granting of a fixed and variable remuneration to Karel Verlinde CommV
as CEO and chair of the Management Team.
In compliance with the relevant legal stipulations, the following is included
in the current minutes of the Board of Directors:
• The nature of the decision;
• The financial impact of the decision;
• The grounds justifying the decision.
a) Nature of the decision
The decision concerns the modalities of remuneration of Karel Verlinde
CommV as CEO and chair of the Management Team, specifically the
granting of a fixed and variable remuneration.
b) Financial impact of the decision
The remuneration that is granted to Karel Verlinde CommV as CEO and
chairman of the Management Team as from 1 January 2023 is:
• A fixed yearly remuneration of 360,000 euro excl. VAT;
•
a variable yearly remuneration of maximum 50% of the fixed remu-
neration.
c) Grounds justifying the decision
The fixed yearly remuneration and variable remuneration of maximum
50% of the fixed remuneration are a part of the remuneration package
as offered to the CEO from 1 January 2023. This remuneration package
replaces the remuneration package that was provided to Karel Verlinde
CommV for his services as CFO and member of the Management Team
up until 31 December 2022.
The Board of Directors is of the opinion that this higher remuneration is
justified in view of the additional responsibilities due to his appointment
of CEO and chairman of the Management Team.”
Information to shareholders
Share listing
The shares of Van de Velde have been quoted on the Brussels stock
exchange, currently Euronext Brussels, since 1 October 1997, under the
abbreviation ‘VAN’ (MNENO). Van de Velde’s shares can be traded using
the ISIN code BE 0003839561.
Euronext Brussels lists Van de Velde on the spot market (continuous
market) of Euronext Brussels in compartment B (market capitalization
between 150 million and 1 billion euro).
In line with its series of local indexes, Euronext Brussels maintains a
BEL20, BEL Mid and BEL Small index, the components of which are
selected on the basis of liquidity and free float market capitalization.
Van de Velde is listed in the BEL Small index. The weight in this index was
9.65% at the end of 2023.
Liquidity provider
Van de Velde concluded a liquidity agreement with Bank Degroof in
July 2002.
A liquidity provider guarantees the constant presence of bid and offer
prices at which investors can conduct transactions and sets a permanent
maximum spread between purchase and selling price of 5%. This allows
the increase in share velocity and the reduction of the spreads between
bid and offer prices. Major price fluctuations can be avoided on small
traded volumes and the listing on the continuous segment of Euronext
Brussels can be guaranteed.
General Meeting
The General Meeting of Shareholders is held at the seat of the company
(unless another place is mentioned in the convocation) at 5 pm on the
last Wednesday of April. If this day is an official holiday the meeting is
held on the next working day.
An Extraordinary General Meeting can be convened whenever the inter-
ests of the company so demand it and must be convened whenever the
shareholders representing one fifth of the capital so demand it.
Authorized capital
The Board of Directors is authorized for a period of five years from the
announcement in the annexes to Belgisch Staatsblad/Moniteur belge (10
May 2022) to raise the subscribed capital one or more times by a total
amount of 1,936,173.73 euro, under the conditions stated in the Articles
of Association.
Acquisition of own shares
On 27 April 2022, the Extraordinary General Meeting of Shareholders
authorized the Board of Directors to buy or sell its own shares. This
authorization is valid for a period of (i) three years as from 10 May 2022
if the acquisition is necessary to avoid a serious threatened disadvan-
tage and (ii) five years as from 10 May 2022 if the Board of Directors, in
accordance with Article 7:215 of the CCA, acquires the legally permitted
number of its own shares at a price equal to the price at which they are
listed on Euronext Brussels.
| 30 |
The Board of Directors approved a share buy-back programme of up to
15 million euro on 1 March 2023. The buy-back programme started on
2 March 2023 and has an anticipated duration of one year.
In 2023, 173,575 of its own shares were acquired by Van de Velde NV
and at the end of 2023, Van de Velde NV had 249,401 of its own shares
in its possession.
The treasury shares held by Van de Velde NV are held with the intention,
on the one hand, of offering them to the executive management within
the framework of a stock option programme initiated in 2010, and, on the
other hand, to reduce the company’s excessive cash pile. See note 13 to
the consolidated financial statements for more information.
Destruction of own shares
On 26 April 2023, the Extraordinary General Meeting of Shareholders
authorized the Board of Directors to destroy its own shares without a
limitation in time.
One 12 June 2023, the Board of Directors approved a destruction
of 260,063 own shares. On 8 September 2023 these own shares
were destroyed, causing a change of nominator to take place from
13,322,480 shares (before 8 September 2023) to 13,062,417 shares (from
8 September 2023).
Dividend Policy
Van de Velde’s objective is to pay out a yearly dividend. In doing so,
it takes the following factors into consideration:
•
Appropriate payment to shareholders in comparison with other
companies listed on Euronext Brussels;
•
Retention of sufficient self-financing capacity to respond to attractive
investment opportunities;
• Remuneration proportionate to cash flow expectations.
The dividend policy of Van de Velde consists in paying out at least 40%
of the consolidated profit, Group share, excluding the result based on the
equity method. Furthermore, Van de Velde does not retain excess cash
in the organization.
Financial Services
The financial services are provided by Belfius as main payment agent.
Notifications under article 74 § 7 of the Act of
1April2007onpublictakeoveroffers.
Van de Velde did not receive any new notifications during 2023.
Proposed profit distribution
The dividend on distributable profit will be allocated to the shares with
rights that are not suspended. In other words, the treasury shares held
for which no profit share is retained are not taken into account to reduce
distributable profit. As per 31 December 2023, this concerns 249,401
treasury shares purchased within the framework of the option programme
(see above). Reference is made to Article 7:217 of the CCA.
The number of shares with dividend rights is accordingly reduced by
13,062,417 to 12,813,016
(1)
shares.
The application of the pay-out percentage (40% of consolidated profit,
Group share, excluding result based on the equity method) produces a
dividend per share of 1.101 euro.
Van de Velde has the policy of not retaining excess cash in the organiza-
tion but distributing it in one way or another to the shareholders. Cash
required for operating and investing activities is evaluated on an annual
basis. For 2023 this implies that the Board of Directors will propose to the
General Meeting the payment of a gross dividend for the fiscal year 2023
of 2.40 euro per dividend entitled share. After the payment of withholding
tax, this represents a net dividend of 1.68 euro per dividend entitled share.
After approval by the General Meeting of Shareholders, the final dividend
will be paid out as from 4 May 2024.
Financial Calendar
Closing of fiscal year 2023 31 December 2023
Announcement of annual results 2023 29 February 2024
Publication of annual financial report 2023 22 March 2024
General Meeting of Shareholders 24 April 2024
Ex-coupon date 2 May 2024
Record date 3 May 2024
Dividend payment date 4 May 2024
Publication of 2024 half-year results 28 August 2024
Closing of fiscal year 2024 31 December 2024
(1) Provided that the number of own shares remains unchanged, namely 249,401.
| 32 |
| 33 |
4
|
Consolidated key figures 2023
Profit and loss account (in millions of euro) 2023 2022 2021 2020 2019
Operating income 217.3 217.2 200.3 156.7 200.3
Turnover 211.3 211.7 195.3 152.3 195.5
Turnover on a comparable basis
(1)
212.1 211.4 191.2 160.5 196.7
EBITDA
(2)
56.1 58.2 55.0 34.7 47.6
EBITDA on a comparable basis
(3)
56.6 58.0 52.3 40.1 48.6
EBIT
(4)
45.3 48.1 41.8 19.6 32.9
Consolidated results without result of equity method and before taxes
(5)
45.1 46.7 40.8 19.3 29.5
Consolidated results without result of equity method and after taxes
(5)
36.0 37.5 32.5 16.1 23.1
Profit for the period
(6)
33.6 36.8 32.0 14.7 21.2
Operating cash flow
(7)
54.3 30.0 50.6 30.3 51.8
Balance sheet (in millions of euro) 2023 2022 2021 2020 2019
Fixed assets 76.4 72.1 73.3 80.2 93.0
Current assets 126.5 136.4 133.9 105.1 104.7
Shareholders' equity 165.9 168.1 163.1 144.7 143.8
Balance sheet total 203.0 208.4 207.2 185.3 197.7
Net debt position
(1)
-51.0 -50.6 -61.3 -33.2 -18.9
Working capital
(2)
41.0 48.1 31.7 35.4 36.3
Capital employed
(3)
117.4 120.1 105.0 115.6 129.3
(1) Turnover on a comparable basis is turnover excluding early deliveries to enable seasons
to be compared. For the reconciliation of the amount we refer to the Activity Report.
(2) EBITDA is earnings before interest, taxes, depreciation and amortization on tangible and
intangible assets.
(3) EBITDA on a comparable basis is EBITDA excluding the impact of early deliveries, to en-
able seasons to be compared. For the reconciliation of the amount we refer to the Activity
Report.
(4) EBIT is earnings before interest and taxes.
(5) Result of the Group (Group share) before share in the profit / (loss) of associates (equity
method).
(6) Result of the Group (Group share) after share in the profit / (loss) of associates (equity
method).
(7) Operating cash flow is net cash from operating activities.
(1) Financial debts less cash and cash equivalents (a negative position refers to a cash position; a positive position refers to a debt position).
(2) Current assets (excluding cash and cash equivalents) less current liabilities (excluding financial debts).
(3) Fixed assets plus working capital.
Financial ratios (in %, except liquidity) 2023 2022 2021 2020 2019
Return on equity
(1)
21.5 22.7 21.1 11.1 16.7
Return on capital employed
(2)
30.3 33.3 29.5 14.3 18.3
Solvency
(3)
81.7 80.7 78.7 78.1 72.7
Liquidity
(4)
4.5 4.2 4.1 4.3 3.3
(1) Consolidated result after taxes (excluding equity method) / Average of equity at end of fiscal year and previous fiscal year.
(2) Consolidated result after taxes (excluding equity method) / Average of capital employed at end of fiscal year and previous fiscal year.
(3) Equity / Balance sheet total.
(4) Current assets / Current liabilities.
| 34 |
Margin analysis and tax rate (in %) 2023 2022 2021 2020 2019
EBITDA
(1)
26.5 27.5 28.2 22.8 24.4
EBITDA on a comparable basis
(2)
26.7 27.4 27.4 25.0 24.7
EBIT
(3)
21.5 22.7 21.4 12.8 16.8
Tax rate
(4)
20.2 19.7 20.3 16.6 21.7
Stock market data 2023 2022 2021 2020 2019
Average daily volume in pieces 4,028 3,825 5,537 5,044 4,968
Number of shares at year end 13,062,417 13,322,480 13,322,480 13,322,480 13,322,480
Number of traded shares 1,027,043 982,922 1,428,603 1,296,210 1,266,845
Velocity 7.9% 7.4% 10.7% 9.7% 9.5%
Turnover (in thousands of euro) 34,073 34,208 38,862 29,599 33,550
(in euro per share)
Highest price 37.15 39.80 35.80 30.85 32.65
Lowest price 30.70 29.70 21.65 18.38 22.55
Closing price 33.75 30.20 34.30 22.90 29.90
Average price 33.32 34.61 26.52 22.54 26.47
Key figures per share (in euro) 2023 2022 2021 2020 2019
Book value
(1)
12.9 12.9 12.4 10.8 10.8
EBITDA
(2)
4.3 4.4 4.1 2.6 3.6
EBITDA on a comparable basis
(3)
4.3 4.4 3.9 3.0 3.6
Profit for the period
(4)
2.6 2.8 2.4 1.1 1.6
Gross interim dividend
(5)
0.00 0.00 0.00 1.00 0.00
Net interim dividend
(5)
0.00 0.00 0.00 0.70 0.00
Gross dividend
(6)
2.40 2.20 2.00 1.00 0.00
Net dividend
(6)
1.68 1.54 1.40 0.70 0.00
Dividend yield
(7)
7.11% 7.28% 5.83% 4.37% 0.00%
Pay-out percentage
(8)
87% 78% 82% 83% 0%
(1) EBITDA on turnover.
(2) EBITDA on a comparable basis on turnover on a comparable basis.
(3) EBIT on turnover.
(4) Income taxes and Consolidated result before taxes (excluding equity method).
(1) Shareholders’ equity / Number of shares at year end (excluding own treasury shares).
(2) EBITDA / Number of shares at year end.
(3) EBITDA on a comparable basis / Number of shares at year end.
(4) Profit for the period / Number of shares at year end.
(5) Interim dividend, paid in 2020, of 1.00 euro per dividend entitled share is to replace the
2019 dividend that was not paid out. After payment of the withholding tax, a net dividend
of 0.70 euro per share remains.
(6) Gross dividend, as will be proposed by the Board of Directors to the General Meeting
of Shareholders, is 2.40 euro per dividend entitled share. Net dividend is 1.68 euro per
dividend entitled share.
(7) Gross dividend / Closing price.
(8) Pay-out percentage of the consolidated profit, Group share, excluding result based on the
equity method and excluding impairment on financial fixed assets.
| 35 |
0
20
40
60
80
100
120
140
January February March April May June July August September October November December
VDV NVBEL 20
VDV NVBEL 20
0
100
200
300
400
500
600
700
800
900
1/10/1997
31/12/2023
Van de Velde and BEL20 stock market price
Stock market price in 2023
Value determination (in millions of euro) 2023 2022 2021 2020 2019
Book value
(1)
165.9 168.1 163.1 144.7 143.8
Market capitalization
(2)
440.9 402.3 457.0 305.1 398.3
Enterprise value (EV)
(3)
379.2 338.2 381.9 259.4 367.8
Multiples 2023 2022 2021 2020 2019
EV/EBITDA
(1)
6.8 5.8 6.9 7.5 7.7
EV/EBITDA on comparable basis
(2)
6.7 5.8 7.3 6.5 7.6
Price/Profit
(3)
13.1 10.9 14.3 20.7 18.8
Price/Book value
(4)
2.7 2.4 2.8 2.1 2.8
(1) Shareholders’ equity.
(2) Number of shares on 31 December multiplied by the closing price.
(3) Market capitalization plus net debt position less participations (equity method).
(1) Enterprise value / EBITDA.
(2) Enterprise value / EBITDA on a comparable basis.
(3) Market capitalization / Profit for the period.
(4) Market capitalization / Book value
| 36 |
| 37 |
5
|
Consolidated financial statements and related notes
Consolidated balance sheet
Consolidated income statement
Consolidated statement of changes in equity
Consolidated cash flow statement
Notes to the financial statements
1. General information
2. Summary of significant accounting policies
3. Goodwill and intangible assets with indefinite useful life
4. Intangible assets
5. Tangible fixed assets
6. Investments in associates
7. Other fixed assets
8. Grants
9. Inventories
10. Trade receivables
11. Other current assets
12. Cash and cash equivalents
13. Share capital
14. Provisions
15. Pensions
16. Other operating income and other expenses
17. Deferred tax assets and liabilities
18. Trade and other payables
19. Other current liabilities and taxes payable
20. Financial instruments
21. Financial result
22. Personnel expenses
23. Income taxes
24. Earnings per share
25. Dividends paid and proposed
26. Leases
27. Related party disclosures
28. Segment information
29. Events after balance sheet date
30. Business risks with respect to IFRS 7
| 38 |
Consolidated balance sheet
000 euro 2023 2022 (Note)
Assets
Total fixed assets 76,424 72,053
Goodwill 4,558 4,529 3
Intangible assets 20,415 20,575 4
Tangible fixed assets 29,902 23,631 5
Right-of-use assets 9,519 8,153 26
Participations (equity method) 10,646 13,556 6
Deferred tax asset 199 227 17
Other fixed assets 1,185 1,382 7
Total current assets 126,548 136,382
Inventories 45,950 54,158 9
Trade receivables 13,973 14,347 10
Other current assets 6,029 8,354 11
Cash and cash equivalents 60,595 59,524 12
Total assets 202,971 208,435
Equity and liabilities
Shareholder's equity 165,920 168,112
Share capital 1,936 1,936 13
Treasury shares -6,596 -9,668 13
Share premium 743 743 13
Other comprehensive income -4,515 -3,580
Retained earnings 174,352 178,681
Non-controlling interests 0 0
Grants 122 203 8
Total non-current liabilities 9,044 8,008
Provisions 204 239 14
Provisions lease liability 734 572 26
Pensions 1,431 1,280 15
Lease liability 6,675 5,549 26
Deferred tax liability 0 367 17
Total current liabilities 27,885 32,112
Trade and other payables 21,911 25,594 18
Lease liabilities 2,952 3,350 26
Other current liabilities 1,682 1,763 19
Income tax payable 1,340 1,404 19
Total equity and liabilities 202,971 208,435

| 39 |
Consolidated income statement and Other comprehensive income
000 euro 2023 2022 (Note)
Turnover 211,293 211,745 28
Other operating income 6,053 5,436 16
Cost of materials -40,522 -34,091 9
Other expenses -73,115 -77,661 16
Personnel expenses -47,625 -47,213 22
Depreciation and amortization
(1)
-10,757 -10,139 4, 5, 26
Operating profit 45,327 48,077
Finance income 3,013 3,200 21, 26
Finance costs -3,282 -4,540 21, 26
Share in result of associates -2,328 -697 6
Profit before taxes 42,730 46,041
Income taxes -9,102 -9,222 23
Profit for the year 33,628 36,819
Other comprehensive income
Currency translation adjustments related to Group entities and non-controlling interests -654 -145
- Gain and losses related to Group entities
(2)
-135 -984
- Gain and losses related to associated companies -519 839 6
Share in other comprehensive income to participations (equity method) -86 -438 6
Total other comprehensive income (fully recyclable in the income statement) -740 -584
Remeasurement gains/(losses) on defined benefit plans -292 10 15
Deferred taxes on defined benefit plans 73 -2 23
Total other comprehensive income (not recyclable in the income statement) -219 7
Total of profit for the period and other comprehensive income 32,669 36,242
Profit for the year 33,628 36,819
Attributable to the owners of the company 33,628 36,819
Attributable to non-controlling interests 0 0
Total of profit for the period and other comprehensive income 32,669 36,242
Attributable to the owners of the company 32,669 36,242
Attributable to non-controlling interests 0 0
Basic earnings per share (in euro) 2.61 2.82 24
Diluted earnings per share (in euro) 2.61 2.81 24
Weighted average number of shares
12,873,338
13,064,354 24
Weighted average number of shares for diluted profit per share
12,900,362
13,095,210 24
Proposed dividend
(3)
(in euro) 2.40 2.20 25
Total proposed dividend (in 000 euro) 30,751 29,309 25
(1) This includes depreciation and write-downs on fixed assets. Write-downs on current assets, however, are included in other expenses.
(2) The result from currency translation differences relates mainly to GBP and TND.
(3) For 2023 this is “Proposed dividend per dividend entitled share” and for 2022 this is “Proposed dividend per share”.

| 40 |
Consolidated statement of changes in equity
Shareholder’s equity of the company
Participations
(equity method)
000 euro
Change in equity
Capital
Treasury shares
(2)
Share premium
Pension reserve
Cumulated comprehensive
income
Retained earnings
Revaluation reserve of
shares
(1)
Share in revaluation reserve
Top Form
Cumulated comprehensive
income
Total equity
Equity at 31/12/2021
1,936
-4,755 743 -156 2,522 168,294 -6,406 1,262 -319 163,121
Profit for the period 36,819 36,819
Other comprehensive income -7 -145 -24 107 -438 -508
Purchase of treasury shares (note 13) -4,913 -4,913
Granted and accepted stock options 237 237
Dividends (note 25) -26,645 -26,645
Equity at 31/12/2022
1,936
-9,668 743 -163 2,377 178,681 -6,406 1,369 -757 168,112
Profit for the period 33,628 33,628
Other comprehensive income -219 -654 8 24 -86 -927
Transactions on treasury shares (note 13) 3,072 -8,927 -5,855
Granted and accepted stock options 272 272
Dividends (note 25) -29,309 -29,309
Equity at 31/12/2023
1,936
-6,596 743 -382 1,722 174,352 -6,406 1,394 -843 165,920
(1)
The revaluation reserve of shares relates to a not realized revaluation reserve of Top Form International Ltd shares, when the interest in Top Form International Ltd. was not yet included in
accordance with the equity method, but as available-for-sale financial assets. This not realized reserve remains unchanged until the sale of the interest in Top Form International Ltd.
(2) In 2023, the transaction on treasury shares involves both purchase and cancellation of treasury shares.

| 41 |
Consolidated cash flow
000 euro 2023 2022 (Note)
Operating activities
Profit before tax 42,730 46,041
Depreciation and amortization of (in)tangible and right-of-use assets 10,757 10,139 4, 5, 26
Capital gains and losses on realizations of fixed assets -390 -42
Net valuation allowance current assets 1,679 2,871 9, 10
Provisions -12 -195 14, 18, 26
Result based on the 'equity method' 2,328 697 6
Loss / (gain) on sale of subsidiaries, associates and assets held for sale 0 0
Financial profit and loss 91 805 21
Other non cash-items -20 22
Gross cash flow provided by operating activities 57,164 60,337
Decrease / (Increase) in inventories 6,813 -13,934 9
Decrease / (Increase) in trade accounts receivable 89 -979 10
Decrease / (Increase) In other assets -52 -534 11
(Decrease) / Increase in trade accounts payable -977 31 18
(Decrease) / Increase in other liabilities -1,633 -466 16, 18
Change in operating working capital 4,239 -15,881
Income tax paid -7,052 -13,680
Interests -91 -805 21, 26
Net cash flow provided by operating activities 54,260 29,972
Investment activities
(In)tangible assets - acquisitions -13,126 -8,075 4, 5
Realization of fixed assets 44 54
Investment in associated companies 0 0 6
Net cash flow used in investing activities -13,082 -8,021
Net cash flow before financing activities 41,178 21,950
Financing activities
Dividends paid -29,309 -26,645 25
Dividends received 0 0 6
Sale of treasury shares for stock options 0 0 13
Purchase of treasury shares -5,855 -4,912 13
Reimbursement of lease liabilities -4,996 -4,455 26
Proceeds / (Reimbursement) of short-term borrowings 0 0
Net cash flow used in financing activities -40,161 -36,012
Net change in cash and cash equivalents 1,017 -14,062
Cash and cash equivalents on 1 January 59,524 73,546 12
Effect of exchange rate fluctuations 54 40
Cash and cash equivalents on 31 December 60,595 59,524 12
Net change in cash and cash equivalents 1,017 -14,062

| 42 |
Notes to the financial statement
1. GENERAL INFORMATION
The Van de Velde Group designs, develops, manufactures and markets
fashionable luxury lingerie together with its subsidiaries. The company
is a limited liability company, with its shares listed on Euronext Brussels.
The company’s main office is located in Wichelen, Belgium.
The consolidated financial statements were authorized for issue by
the Board of Directors on 28 February 2024, subject to approval of the
statutory non-consolidated accounts by the shareholders at the Ordinary
General Meeting to be held on 24 April 2024. In compliance with Belgian
law, the consolidated accounts will be presented for informational pur-
poses to the shareholders of Van de Velde NV at the same meeting. The
consolidated financial statements are not subject to amendment, except
confirming changes to reflect decisions, if any, of the shareholders with
respect to the statutory non-consolidated financial statements affecting
the consolidated financial statements.
This annual report is in accordance with article 3:32 of Belgium’s
Companies Code. The various components as prescribed by article 3:32
are split across the various chapters in this annual report.
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
The accompanying consolidated financial statements have been prepared
in compliance with ‘International Financial Reporting Standards (IFRS)’,
as adopted for use in the European Union as of the balance sheet date.
The amounts in the financial statements are presented in thousands of
euro unless stated otherwise. The financial statements were prepared in
accordance with the historical cost principle, except for valuation at fair
value of derivative financial instruments.
Use of estimates
The preparation of financial statements in conformity with IFRS requires
that the management makes certain estimates and assumptions that
affect the amounts reported in the financial statements and accompa-
nying notes.
Estimates made on each reporting date reflect the conditions that existed
on those dates (e.g. market prices, interest rates and foreign exchange
rates). Although these estimates are based on management’s best knowl-
edge of current events and actions that the Group may undertake, actual
results may differ from those estimates.
The most important application of estimates relates to:
Impairment of intangible fixed assets with indefinite useful
life (including goodwill)
Intangible fixed assets with indefinite useful life including goodwill are
subject to an annual impairment test. This test requires an estimation of
the value-in-use of these assets. The estimate of the value-in-use requires
an estimate of the expected future cash flows related to these assets
and the choice of an appropriate discount rate to determine the present
value of these cash flows. For the estimate of the future cash flows, the
management must make a number of assumptions and estimates, such
as expectations with regard to growth in revenues, development of profit
margin and operating costs, period and amount of investments, develop-
ment of working capital, growth percentages for the long term and the
choice of a discount rate that takes into account the specific risks. More
details are given in note 3.
Inventory write-down
Inventory held by the Group is composed of raw materials, work in pro-
gress, finished goods and merchandise. The provision for economic obso-
lescence is calculated based on the age of the stock, identification of the
collection (seasonal collection or long-term collection) and an estimate
of future sales of the related stock items.
Employee benefits – share-based payments
The Group values the costs of the share option programmes on the basis
of the fair value of the instruments on the grant date. The estimate of the
fair value of the share-based payments requires a valuation depending on
the terms and conditions of the grant. The valuation model also requires
input data, such as the expected life of the option, the volatility and the
dividend yield. The assumptions and the model used to estimate the fair
value for share-based payments are explained in note 22.
Employee benefits – pensions
The costs of the defined pension plans as well as the cash value of the
pension liability are determined by actuarial calculations. To this end,
various assumptions are used that could differ from the actual develop-
ments in the future. As a consequence of the complexity of the actuarial
calculations and the long-term character of the liabilities, the employee
liabilities are highly sensitive to changes in the assumptions. The main
actuarial assumptions and the sensitivity analysis are included in note 15.
Determination of the lease term of contracts with extension
and termination options
The Group determines the lease term as the non-cancellable term of the
lease, together with any periods covered by an option to extend the lease
if it is reasonably certain that it will be exercised, or periods covered by an
option to terminate the lease if it is reasonably certain that it will not be
exercised. The Group has several leases with extension and termination
options. The Group assesses whether or not it is reasonably certain to
exercise the option to extend or terminate the lease. That is, it takes into
account all relevant factors that create an economic incentive to exercise
either the extension or the termination. Every six months, management,
together with the Executive Board, evaluates the options for granting and
terminating leases based on the strategic plan.
| 43 |
Change in accounting policies
The accounting policies adopted are consistent with those of the previous
fiscal year, except for the following new or revised IFRS standards and
IFRIC interpretations effective as of 1 January 2023:
•
Amendments to IAS 1 Presentation of Financial Statements and IFRS
Practice Statement 2: Disclosure of Accounting policies, effective
1 January 2023
•
Amendments to IAS 8 Accounting policies, Changes in Accounting
Estimates and Errors: Definition of Accounting Estimates, effective
1 January 2023
• Amendments to IAS 12 International Tax Reform – Pillar Two Model
Rules
• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets
and Liabilities arising from a Single Transaction, effective 1 January 2023
•
Amendments to IFRS 17 Insurance contracts: Initial Application of IFRS
17 and IFRS 9 – Comparative Information, effective 1 January 2023
• IFRS 17 Insurance Contracts, effective 1 January 2023
The above changes did not have any material impact on the annual con-
solidated accounts of the Group.
Consolidation principles
Subsidiaries
Van de Velde NV has direct or indirect control over an entity if and only
if it has all the following:
• Power over the investee;
• Exposure, or rights, to variable returns from its involvement with the
investee; and
• The ability to use its power over the investee to affect the amount of
the investor’s returns.
The financial statements of subsidiaries are included in the consolidated
financial statements of the Group from the date that control commences
until the date that control ceases. They are prepared as of the same report-
ing date and using the Group accounting policies. Intragroup balances,
transactions, income and expenses are eliminated in full.
Associated companies
Associated companies are companies in which Van de Velde NV directly
or indirectly has a significant influence. This is assumed to be the case
when the Group holds at least 20% of the voting rights attached to the
shares. The financial statements of these companies are prepared in
accordance with the same accounting policies used for the Group. The
consolidated financial statements contain the share of the Group in the
result of associated companies in accordance with the equity method
from the day that the significant influence is acquired until the day it ends.
If the share of the Group in the losses of the associated companies is
greater than the carrying amount of the participation, the carrying amount
is set at zero and additional losses are recognized only insofar as the
Group has assumed additional obligations.
Participations in associated companies are revalued if there are indica-
tions of possible impairment or of the disappearance of the reasons for
earlier impairments.
The participations valued in the balance sheet in accordance with the
equity method also include the carrying amount of related goodwill.
Foreign currencies
Foreign currency transactions
The reporting currency of the Group is the euro. Foreign currency transac-
tions are recorded at the exchange rate on the transaction date. Monetary
assets and liabilities denominated in foreign currencies are converted at
the exchange rate on the balance sheet date. Gains and losses resulting
from the settlement of foreign currency transactions and from the con-
version of monetary assets and liabilities denominated in foreign curren-
cies are recognized in the income statement. Non- monetary assets and
liabilities denominated in foreign currencies are converted at the foreign
exchange rate on the date of the transaction.
Financial statements of foreign activities
Van de Velde’s foreign operations outside the euro zone are considered
to be foreign activities. Accordingly, assets and liabilities are converted to
euro at foreign exchange rates on the balance sheet date. Income state-
ments of foreign entities are converted to euro at the average exchange
rates of that currency over the past 12 months. The components of share-
holders’ equity are converted at historical rates. Exchange differences
arising from the conversion of shareholders’ equity to euro at year-end
exchange rates are recorded in ‘Other comprehensive income’. On sale or
disposal of a foreign operation, the deferred cumulative amount recog-
nized in equity relating to that particular foreign operation is recognized
in the income statement.
The Group treats goodwill and intangible assets with an indefinite useful
life, arising from business combinations, as a monetary item. As a result,
these assets are converted based on the exchange rate in effect on the
balance sheet date.
Intangible assets
(1)
Research and development
The nature of the development costs within the Van de Velde Group,
primarily product and process innovation, is such that they do not meet
the criteria set out in IAS 38 for recognition as intangible assets. They are
therefore expensed when incurred. Development costs within the Group
in relation to research and development of software are capitalized under
software. The depreciation begins when the intangible assets are avail-
able for use, and this by a straight-line depreciation over a period of five
years. When the activation starts, the conditions of IAS38 are fulfilled.
(2)
Acquired brands
Brands acquired as part of business combinations are deemed to be
intangible assets with an indefinite useful life. These are measured at the
value established as part of the allocation of fair value of the identifiable
assets, obligations and contingent obligations on the acquisition date,
less accumulated impairment losses. These brands are not amortized
but are tested annually for impairment (for more details, see note 3). The
correctness of classification as intangible assets with indefinite useful
life is also evaluated.
| 44 |
(3)
Other intangible assets
Other intangible assets (software and online platform) acquired by Van
de Velde are recognized at cost (purchase price plus all directly attribut-
able costs) less accumulated amortization and accumulated impairment
losses. Expenses for the registration of trade names and designs are
recorded as brands with finite useful life to the extent that this relates
to new registrations in the country of registration. Other expenditures on
internally generated goodwill and brands are recognized in the income
statement when incurred. Amortization begins when the intangible asset
is available using the straight-line method. The useful life of intangible
assets with a finite life is generally estimated at three to five years. Other
intangible assets include acquired distribution rights and similar rights,
which are amortized over a period of five years. The rules of IAS 38 are
met at the moment of activation of other intangible assets.
Goodwill
Goodwill represents the excess of the cost of an acquisition over the
fair value of the Group’s share of the net identifiable assets of the
acquired subsidiary/associate at the date of acquisition. Goodwill is
tested annually for impairment or more frequently if events or changes
in circumstances indicate that the asset might be impaired. Goodwill
is treated by the Group as an asset of the parent and is considered as
a monetary item. As a result, these assets are converted based on the
rate in force at the balance sheet date. Goodwill is recorded at cost
less accumulated impairment losses.
Tangible fixed assets
(1)
Initial expenditure
Tangible fixed assets are recognized at cost less accumulated deprecia-
tion and accumulated impairment losses. Cost is determined as being
the purchase price plus other directly attributable acquisition costs, such
as non-refundable tax and transport.
(2)
Subsequent expenditure
Subsequent expenditures are capitalized only when it increases the future
economic benefits embodied in the item of property, plant and equipment.
Otherwise, it is recognized in profit or loss when incurred.
(3)
Depreciation
The depreciable amount equals the cost of the asset less its residual
value. Depreciation starts from the date the asset is ready for use, using
the straight-line method over the estimated useful life of the asset.
Residual value and useful life are reviewed at least at each fiscal year end.
The depreciation rates used are as follows:

Buildings | 15-25 years
Production machinery and equipment | 2-10 years
Electronic office equipment (1) | 3-5 years
Furniture (1) | 5-10 years
Vehicles (1) | 3-5 years

Land is not depreciated as it is deemed to have an indefinite life.
Impairment of assets
The carrying amount of Van de Velde’s fixed assets, other than deferred
tax assets, financial assets and other non-current assets are reviewed on
each balance sheet date to determine whether there is any indication of
impairment. If any such indication exists, the asset’s recoverable amount
is estimated. An impairment test is conducted annually on intangible
assets that are not yet available for use, intangible assets with an indefinite
useful life and goodwill, regardless of whether there is any indication of
impairment. An impairment loss is recognized in profit or loss whenever
the carrying amount of an asset exceeds its recoverable amount.
(1)
Calculation of recoverable amount
The realizable value of an asset is the greater of its fair value less cost
to sell and value-in-use. In assessing value-in-use, the estimated future
cash flows are discounted to their present value using a discount rate
that reflects current market assessments of the time value of money and
the risks specific to the asset. For an asset that does not generate largely
independent cash inflows, the recoverable amount is determined for the
cash-generating unit to which the asset belongs.
(2)
Reversal of impairment
Impairment losses on goodwill and intangible fixed assets with indefinite
useful life are not reversed. For any other assets, an impairment loss is
reversed if there has been a change in the estimates used to determine
the recoverable amount. An impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortization, if
no impairment loss had been recognized.
Inventories
Raw materials, work in progress, merchandise and finished goods are
valued at the lower of cost or net realizable value. Cost of inventories
comprises all purchase costs, conversion costs and other costs incurred
in bringing the inventories to their present location and present condition.
The valuation method for the stocks is the first in first out (FIFO) method.
(1) In note 5, this is included in plant, machinery and equipment.
| 45 |
Purchasing costs include:
• Purchase price, plus
• Import duties and other taxes (if not recoverable), plus
• Transport, handling and other costs directly attributable to the acqui-
sition of the goods, less
• Trade discounts, rebates and other similar items.
Conversion costs include:
• Costs directly related to the units of production, plus
•
A systematic allocation of fixed and variable indirect production costs.
The provision for obsolescence is calculated consistently throughout the
Group based on the age and expected future sales of the items at hand.
Trade and other receivables
Trade receivables are recognized at cost less impairment losses. If there
is objective evidence that an impairment loss has been incurred on trade
receivables, the impairment loss recognized is the difference between the
carrying amount and the present value of estimated future cash flows.
All trade receivables are individually assessed for excess impairment
according to the ECL model. The excess impairment is incorporated in
the ‘general administration’ section under other expenses.
(a)
Classification and valuation
Under IFRS 9, debt instruments are subsequently valued at fair value
through profit or loss (FVTPL), amortized cost or fair value with recogni-
tion of value adjustments to unrealized results (FVTOCI). The classifica-
tion is based on two criteria: the business model of the Group for the
management of the assets; and whether the contractual cash flows of the
instruments represent ‘principal and interest payments only’ on the out-
standing principal. Trade receivables and other financial assets are held
to collect contractual cash flows and lead to cash flows that represent
only payments of principal and interest. These are classified and valued
as debt instruments at amortized cost as explained in the ‘Revenue from
contracts with customers’ section.
The Group has not designated financial obligations as FVTPL. There are
no changes in the classification and valuation of the Group’s financial
liabilities.
(b)
Impairment
IFRS 9 requires the Group to recognize a provision for expected credit
losses (ECLs) for all debt instruments that are not held at fair value
through profit or loss and contract assets. ECLs are based on the differ-
ence between the contractual cash flow that follows from the contract
and all cash flows that the Group expects to receive, discounted on the
basis of the effective interest rate. For trade receivables, the Group uses
the simplified application for the calculation of the ECLs whereby an
impairment is recognized on the basis of historical credit losses, adjusted
for economic or credit conditions that are such that the actual losses are
greater or less than suggested by historical trends.
Leases
The Group assesses at contract inception whether a contract is, or con-
tains, a lease. That is, if the contract conveys the right to control the use
of an identified asset for a period of time in exchange for consideration.
Group as a lessee
The Group applies a single recognition and measurement approach for
all leases, except for short-term leases (<12 months) and leases of low-
value assets (<€ 5,000). The Group recognizes lease liabilities to make
lease payments and right-of-use assets representing the right to use the
underlying assets.
i) Right-of-use assets
The Group recognizes right-of-use assets at the commencement date
of the lease (i.e., the date the underlying asset is available for use).
Right- of-use assets are measured at cost, less any accumulated depre-
ciation and impairment losses, and adjusted for any remeasurement of
lease liabilities. The cost of right-of-use assets is valued at the initial
value of the obligation. The cost increases with the lease payments
on or before the start of the lease, decreases with the lease benefits,
increases with the initial direct costs of the lessee and increases with
the estimate of the costs for restoring the asset to its original condi-
tion. Right-of-use assets are depreciated on a straight-line basis over
the shorter of the lease term and the estimated useful lives of the
assets, as follows:

• | Plant and machinery | maximum 10 years
• | Motor vehicles | maximum 5 years

If ownership of the leased asset transfers to the Group at the end of the
lease term or the cost reflects the exercise of a purchase option, deprecia-
tion is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment. Refer to the
accounting policies in section(s) Impairment of non-financial assets.
ii) Lease liabilities
At the commencement date of the lease, the Group recognizes lease
liabilities measured at the present value of lease payments to be made
over the lease term. The lease payments include fixed payments less
any lease incentives receivable, variable lease payments that depend
on an index or a rate, and amounts expected to be paid under residual
value guarantees.
The lease payments also include the exercise price of a purchase option
reasonably certain to be exercised by the Group and payments of penalties
for terminating the lease, if the lease term reflects the Group exercising
the option to terminate. Every six months, the management, together with
the Executive Board, evaluates the options for granting and terminating
leases based on the strategic plan. Variable lease payments that do not
depend on an index or a rate are recognized as expenses in the period in
which the event that triggers the payment occurs.
| 46 |
To determine the current value of the lease payments, the group will
discount future lease payments at the incremental interest rate on the
start date (i.e. the interest that the lessee would pay if he took out a loan
with the bank for a similar asset over a similar duration). After the com-
mencement date, the amount of lease liabilities is increased to reflect
the accretion of interest and reduced for the lease payments made. In
addition, the carrying amount of lease liabilities is remeasured if there
is a modification, a change in the lease term, a change in the lease pay-
ments (e.g. changes to future payments resulting from a change in an
index or rate used to determine such lease payments) or a change in
the assessment of an option to purchase the underlying asset.
iii) Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its
short-term leases of machinery and equipment (i.e., those leases that
have a lease term of 12 months or less from the commencement date
and do not contain a purchase option). The Group also applies the
exemption for leases for which the underlying assets have a low value
(value below € 5,000).
Derivative financial instruments
Hedges
Van de Velde applies derivative financial instruments only in order to
reduce the exposure to foreign currency risk. These financial instruments
are entered into in accordance with the aims and principles laid down by
general management, which prohibits the use of such financial instru-
ments for speculation purposes.
Derivative financial instruments are initially measured at fair value.
Although they provide effective economic hedges, they do not qualify
for hedge accounting under the specific requirements in IAS 39 (Financial
Instruments: Recognition and Measurement). As a result, at reporting
date all derivatives are measured at fair value with changes in fair value
recognized immediately in the income statement. The fair value of deriva-
tives is calculated by discounting the expected future cash flows at the
prevailing interest rates. All spot purchases and sales of financial assets
are recognized on the settlement date.
Cash and cash equivalents
Cash and cash equivalents include bank balances, available cash and
short-term deposits. Interest income is recognized based on the effective
interest rate of the asset.
Share capital
(1)
Change in capital
When there is an increase or decrease in Van de Velde’s share capital, all
directly attributable costs relating to that event are deducted from equity
and not recognized in profit or loss when incurred.
(2)
Dividends
Dividends are recognized as a liability in the period in which they are
approved by the General Meeting.
Provisions
Provisions are recognized when Van de Velde has a present legal or con-
structive obligation as a result of past events, and it is probable that an
outflow will be required to settle the obligation and a reliable estimate of
the amount of the obligation can be made. If the effect is material, provi-
sions are determined by discounting the expected future cash flows at a
rate that reflects current market assessments of the time value of money
and, where appropriate, the risks specific to the liability.
Employee benefits
(1)
Pension plan
Van de Velde has group insurance plans for its Belgian employees and
group insurance plans for its employees elsewhere. Under IAS 19 all pen-
sion plans are recognized as defined contribution plans or defined pension
plans. A defined contribution plan is a pension plan in which a company
pays fixed contributions to a separate company and has no legal or actual
obligation to pay further contributions if the pension fund has inadequate
assets to pay the benefits related to the years of service in the current or
previous periods to all employees. A defined pension plan is a pension
plan that is not a defined contribution plan.
The pension plans in foreign countries are defined contribution plans.
The costs connected with these are recognized through profit and loss
when incurred. Retirement plans in Belgium are defined retirement plans.
A liability was recognized in the balance sheet with regard to the Belgian
pension schemes equal to the sum of the cash value of the gross liabili-
ties on account of defined pension entitlements (including the tax due
on contributions relating to pension costs) as at the balance sheet date,
less the market value of the fund investments. An independent actuary
makes on an annual basis an actuarial calculation of this gross liability
using the projected unit credit method.
The interest expense is calculated by applying a discount rate to the asset
or the liability of the defined pension entitlements. This interest expense
is recognized through profit and loss. In establishing an appropriate dis-
count rate, the company bases itself on the interest rates applicable to
high-grade corporate bonds in cash, which correspond to the currency in
which the liability is expected to be paid in accordance with the expected
duration of the defined pension liability.
Revaluations, including actuarial gains and losses and the return on fund
investments (excluding net interest expense), are recognized in other
comprehensive income when they occur. Revaluations must not be reclas-
sified to profit and loss in later periods.
Past service pension cost is recognized through profit and loss when the
plan is changed or when the related restructuring or termination benefits
become payable by the company, whichever occurs first.
| 47 |
(2)
Share-based payments
The fair value of the share options awarded under the Group’s share
option plan is established on the grant date, with due consideration for
the terms and conditions under which the options are granted and using
a valuation technique corresponding to generally accepted valuation
methods for establishing the price of financial instruments and with due
consideration for all relevant factors and assumptions. The fair value of
the share options is recognized as personnel expenses for the period
until the beneficiary acquires the option unconditionally (i.e. vesting date).
This concerns equity settled option plans being incorporated into equity.
Income tax
Income tax on the profit or loss for the year comprises current and
deferred tax. Income tax is recognized in the income statement except
insofar as it relates to items included in shareholders’ equity. In that case,
income tax is included in shareholders’ equity.
Current tax is the expected tax payable on the taxable income for the year,
using applicable tax rates on the balance sheet date, and any adjustments
to tax payables with respect to previous years.
For financial reporting purposes, deferred income tax is calculated using
the liability method based on temporary differences at the balance sheet
date between the tax bases of assets and liabilities and their carrying
amounts.
Deferred income tax assets are recognized only insofar as it is probable
that taxable profit will be available against which the deductible tempo-
rary differences, the carry-forward of unused tax credits and unused tax
losses can be utilized.
Deferred income tax assets and liabilities are measured at the tax rates
that are expected to apply in the year in which the asset is realized or
the liability is settled, based on tax rates (and tax laws) that have been
implemented or substantively implemented at the balance sheet date.
Deferred tax assets and deferred tax liabilities are offset when a legally
enforceable right exists to set off current tax assets against current tax
liabilities and the deferred taxes relate to the same taxable entity and the
same taxation authority.
Trade and other payables
Trade and other payables are stated at cost, trade payables are non-
interest bearing and are normally settled on 30-day terms. Other paya-
bles are non-interest bearing and have an average term of six months.
Revenue from contracts with customers
IFRS 15 provides a five-step model for the administrative processing
of revenue from contracts with customers. Under IFRS 15, revenue is
recognized in an amount that reflects the consideration to which the
entity expects to be entitled in exchange for those goods or services.
(1)
Goods sold
The two biggest revenue streams of the Group are revenue from B2B and
revenue from D2C. Within these revenue streams, it is usually expected
that the sale of the goods represents the only performance obligation.
Furthermore, the revenue is recognized when the control over the article
is transferred to the customer, usually upon delivery of the goods.
Allowed discounts for cash payments are charged to the profit and loss
account at the moment of the collection of the claim. This discount is
included as a reduction in turnover. Van de Velde has applied the practical
expedient for allowed discounts for cash payments. That is, the promised
amount of consideration is not adjusted for the effects of a significant
financing component if the period between the transfer of the promised
good or service and the payment is one year or less.
Sales of products in the physical and digital stores are recorded when
the sale is settled. The sale is recorded in revenue excluding taxes on
sales and value added taxes and includes discounts and commercial
promotions.
The necessary provisions for returns are recognized and revised every
six months based on historical data.
(2)
Gift cards and store credits
The Group’s retail network sells gift cards and issues credits to its cus-
tomers when merchandise is returned. The cards and credits either do
not expire or have an expiry date of up to 24 months. In line with IFRS 15,
the Group recognizes sales from gift cards when they are redeemed by
the customer. The unused gift cards and credits are included in the profit
and loss account in accordance with internally determined percentages.
This recognition represents the estimate of the management of which
the probability of use by the customer is estimated to be minimal. This
profit is included in turnover.
Financial income
Financial income comprises dividend income and interest income.
Royalties arising from the use by others of the company’s resources are
recognized when it is probable that the economic benefits associated
with the transaction will flow to the company and the revenue can be
measured reliably. Dividend income is recognized in the income statement
on the date that the dividend is approved by the General Meeting. Interest
income is recognized based on the effective interest rate of the asset.
| 48 |
Government grants
A government grant is recognized when there is reasonable assurance
that it will be received and that the company will comply with the attached
conditions. Grants that compensate the company for expenses incurred
are recognized as revenue in the income statement on a systematic basis
in the same periods in which the expenses are incurred. Grants that com-
pensate the company for the cost of an asset are, spread out over the
depreciation period of the asset in question, included in the income state-
ment under other operating income.
Expenses
(1)
Interest expenses
All interest and other costs incurred in connection with borrowings and
finance lease liabilities are recognized in the income statement using the
effective interest rate method.
(2)
Research and development, advertising and promotional
costs, and system development costs
Research, advertising and promotional costs are expensed in the year in
which these costs are incurred. Development costs and system develop-
ment costs are expensed in the year in which these costs are incurred if
they do not meet the criteria for capitalization. If the development expendi-
ture meets the criteria, it will be capitalized.
New and amended standards and interpretations,
effective after year end 2023
The Group has not early-adopted any standards or interpretations issued
but not yet effective as at 31 December 2023.
Standards and interpretations issued but not yet effective up to the date
of issuance of the Group’s financial statements are listed below. Van de
Velde expects no material impact on the Group consolidated financial
statements:
•
Amendments to IAS 1 Presentation of Financial Statements –
Classification of Liabilities as Current or Non-current (the 2020 amend-
ments and 2022 amendments), effective 1 January 2024
• Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial
Instruments: Disclosures, effective 1 January 2024 (not yet endorsed
by the EU as per 20 December 2023)
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange
Rates: Lack of Exchangeability, effective 1 January 2025 (not yet
endorsed by the EU as per 20 December 2023)
•
Amendments to IFRS 16 Leases: Lease Liability in a Sale and
Leaseback, effective 1 January 2024
| 49 |
3. GOODWILL AND INTANGIBLE ASSETS WITH INDEFINITE USEFUL LIFE
(a) Goodwill
Goodwill is allocated and tested for impairment at the cash-generating unit level that is expected to benefit from synergies of the combination the
goodwill resulted from. Cash-generating units are determined based on revenue generated (digital and owned retail) in the markets in which they operate.
The carrying value of goodwill (after impairment and other adjustments) was allocated to each of the cash-generating units (in thousand euro) as follows:

000 euro | Andres Sarda | Intimacy | Rigby & Peller | Re-tail (1) | Total
Carrying value, gross |  |  |  |  |
At 01/01/2023 | 6,357 | 26,189 | 1,732 | 2,797 | 37,075
Acquisition through business combinations | 0 | 0 | 0 | 0 | 0
Exchange differences | 0 | 0 | 29 | 0 | 29
At 31/12/2023 | 6,357 | 26,189 | 1,761 | 2,797 | 37,104
Impairment and other adjustments (revaluation) |  |  |  |  |
At 01/01/2023 | 6,357 | 26,189 | 0 | 0 | 32,546
Adjustments | 0 | 0 | 0 | 0 | 0
At 31/12/2023 | 6,357 | 26,189 | 0 | 0 | 32,546
At 31/12/2023 |  |  |  |  |
Accumulated acquisitions | 6,357 | 26,189 | 1,761 | 2,797 | 37,104
Accumulated adjustments | 6,357 | 26,189 | 0 | 0 | 32,546
Goodwill, net 31/12/2023 | 0 | 0 | 1,761 | 2,797 | 4,558

(1) Re-tail refers to the former Donker stores and online store in the Netherlands, which subsequently became Lincherie stores under our own management.
(b) Brand names with indefinite useful life
The carrying value of brands with indefinite useful life (after impairment and other adjustments) was allocated to each of the cash-generating units
(in thousand euro) as follows:

000 euro | Andres Sarda | Intimacy | Rigby & Peller | Re-tail (1) | Total
Carrying value, gross |  |  |  |  |
At 01/01/2023 | 11,000 | 7,784 | 6,670 | 0 | 25,454
Acquisition through business combinations | 0 | 0 | 0 | 0 | 0
Exchange differences | 0 | 0 | 113 | 0 | 113
At 31/12/2023 | 11,000 | 7,784 | 6,783 | 0 | 25,567
Impairment and other adjustments (revaluation) |  |  |  |  |
At 01/01/2023 | 5,531 | 7,784 | 0 | 0 | 13,315
Adjustments | 0 | 0 | 0 | 0 | 0
At 31/12/2023 | 5,531 | 7,784 | 0 | 0 | 13,315
At 31/12/2023 |  |  |  |  |
Accumulated acquisitions | 11,000 | 7,784 | 6,783 | 0 | 25,567
Accumulated adjustments | 5,531 | 7,784 | 0 | 0 | 13,315
Brand names with indefinite useful life, net 31/12/2023 | 5,469 | 0 | 6,783 | 0 | 12,252

(1) Re-tail refers to the former Donker stores and online store in the Netherlands, which subsequently became Lincherie stores under our own management.
| 50 |
Brands with indefinite useful life are:
• The Andres Sarda brand acquired in 2008. In 2012 an impairment charge of 5,531 thousand euro was recognized on this brand.
• The Intimacy brand and concept acquired in 2010. This brand and concept is fully impaired in 2014 (7,784 thousand euro).
• The Rigby & Peller brand and concept acquired in 2011, the fair value of which was determined as part of a business combination.
These brands are considered to have an indefinite useful life because the Group sees them as a fully fledged extension of its existing brand portfolio.
Impairment test
In the fourth quarter of every year, the Group conducts its annual impairment test for each cash-generating unit. The following intangible assets
allocated to each of the cash-generating units were subject to an impairment test in 2023:

000 euro | Andres Sarda | Intimacy | Rigby & Peller | Re-tail | Total
Goodwill | 0 | 0 | 1,761 | 2,797 | 4,558
Brands with indefinite useful life | 5,469 | 0 | 6,783 | 0 | 12,252
Total intangible assets | 5,469 | 0 | 8,544 | 2,797 | 16,810

Result of the impairment test
In 2023 the impairment test showed that the realizable value for all cash-generating units (Andres Sarda, Rigby & Peller and Re-tail) exceeded the
carrying value and hence no impairment was required.
| 51 |
Methodology applied to the impairment test
This test aims to compare the realizable value and the carrying value of
each cash-generating unit:
•
A model-based approach determines the realizable value based on the
calculated value-in-use, being the present value of the future expected
cash flows from these cash-generating units:
☆ For the first year in the forecast period (2024), the growth plan as
approved by the Board of Directors is used as the basis.
☆
For the subsequent years (2025-2027), a cash flow projection is
drawn up based on realistic assumptions.
•
For Andres Sarda, this was based on the 2024-2028 strategic plan,
which was approved by the Board of Directors on 12 June 2023.
•
The discount rate used to calculate the present value of the future
expected cash flows is based on the market assessments and is
explained below.
The calculation of the value-in-use for all cash-generating units is most
sensitive to the following assumptions:
• Turnover assumptions for the forecast period;
• EBITDA
(1)
development and EBITDA margins applied to the turnover
forecast;
•
Growth rate used to extrapolate cash flows beyond the forecast period;
• Discount rate.
The assumptions related to turnover and EBITDA developments are based
on available internal data as well as historical percentages on the basis of
experience, which are determined for each of the cash-generating units
separately. The growth rate and discount rates are checked against exter-
nal sources insofar as possible and relevant.
Turnover assumptions for the forecast period
For the three cash-generating units, the growth plan as approved by the
Board of Directors is the starting point in the forecast period (2024).
For Andres Sarda we expect turnover growth during the period 2026-2028.
For the planning period (2024-2027) moderate turnover growth on a like-
for-like basis has been applied to the cash-generating units Rigby & Peller
and Re-tail.
Fully aligned with the segment reporting, the turnover estimates for the
cash-generating units Rigby & Peller and Re-tail include the D2C turnover
realized by the stores as well as the B2B turnover for the Van de Velde
products sold by these retail channels. Furthermore, the estimate for Rigby
& Peller also takes into account the digital sales generated in Germany
and the United States of America under the Rigby & Peller brand name.
B2B sales to franchise shops are included in Re-tail.
(1) Operating profit before depreciation and amortization.
EBITDA development and EBITDA margins applied to the
turnover forecast
In 2024 we reposition the Andres Sarda brand after a detailed and inten-
sive preparation period that began in 2022. Since its launch in 1962, the
Andres Sarda brand has been seen as visionary and lauded for its ground-
breaking designs. The new, stronger strategy allows us to express the
brand’s DNA even more. The target group is looking for easy-to-wear
lingerie that makes a fashion statement. To reinforce the repositioning,
we will change the name Andres Sarda to Sarda. Pre-sales started in
January, with the official launch scheduled for the second half of 2024.
A gradual increase in the EBITDA percentage towards the target EBITDA
percentage for a (partially) integrated retail chain is assumed for the cash-
generating units Rigby & Peller and Re-tail. This is achieved by means
of a high gross margin, limited cost increases and the target market
share of Van de Velde products. The contributions to EBITDA of digital
sales under the Rigby & Peller brand in Germany and the United States
of America were also included in the valuation. B2B sales to franchise
shops are included in Re-tail.
Growth rate used to extrapolate cash flows beyond the
forecast period
The long-term percentage applied to extrapolate cash flows beyond the
forecast period is assessed in line with the expected long-term inflation
for all cash-generating units (2%).
Discount rate
The discount rates represent the current market assessment of the risks
specific to the Van de Velde Group on the one hand and the cash- generat-
ing units on the other. The discount rates are estimated on the basis of
the weighted average cost of capital after tax and are for the three cash-
generating units in a range between 8.5% and 9.5%. This corresponds to
a cost of capital before tax of between 10.6% and 11.9%.
Sensitivity to changes in assumptions
With regard to the assessment of the value of the cash-generating unit
Andres Sarda, Rigby & Peller and Re-tail, management is of the opinion,
based on the sensitivity analysis, that a change to the basic assump-
tions would not currently lead to the book value of the unit exceeding the
realizable value. The tested sensitivities related to the following aspects:
• Lower than planned turnover growth (of -4% or -5%) during the plan-
ning period (2025-2027);
•
A reduction in the long-term percentage (from 2% to 1%) used to extra
-
polate the expected turnover;
•
An increase in the weighted average cost of capital of 8% or 9% to
12% on average.
| 52 |
4. INTANGIBLE ASSETS

|  | Brands | Brands |  |  |
|  | with finite | with indefinite | Distribution rights |  |
000 euro | Total | useful life | useful life | and similar rights | Software | Key money
Intangible assets, gross |  |  |  |  |  |
At 01/01/2022 | 61,666 | 4,743 | 25,798 | 3,734 | 27,074 | 317
Investments | 3,918 | 58 | 0 | 0 | 3,860 | 0
Disposals | 0 | 0 | 0 | 0 | 0 | 0
Other adjustments | 0 | 0 | 0 | 0 | 0 | 0
Exchange adjustments | -340 | 0 | -344 | 0 | 4 | 0
At 31/12/2022 | 65,244 | 4,801 | 25,454 | 3,734 | 30,938 | 317
Amortization and impairment |  |  |  |  |  |
At 01/01/2022 | 41,390 | 4,387 | 13,315 | 3,734 | 19,656 | 298
Amortization | 3,279 | 173 | 0 | 0 | 3,099 | 7
Impairment | 0 | 0 | 0 | 0 | 0 | 0
Disposals | 0 | 0 | 0 | 0 | 0 | 0
Exchange adjustments | 0 | 0 | 0 | 0 | 0 | 0
At 31/12/2022 | 44,669 | 4,560 | 13,315 | 3,734 | 22,755 | 305
Intangible assets, net 31/12/2022 | 20,575 | 241 | 12,139 | 0 | 8,183 | 12
Intangible assets, gross |  |  |  |  |  |
At 01/01/2023 | 65,244 | 4,801 | 25,454 | 3,734 | 30,938 | 317
Investments | 3,568 | 35 | 0 | 0 | 3,533 | 0
Disposals | 0 | 0 | 0 | 0 | 0 | 0
Other adjustments | 0 | 0 | 0 | 0 | 0 | 0
Exchange adjustments | 113 | 0 | 113 | 0 | 0 | 0
At 31/12/2023 | 68,925 | 4,836 | 25,567 | 3,734 | 34,471 | 317
Amortization and impairment |  |  |  |  |  |
At 01/01/2023 | 44,669 | 4,560 | 13,315 | 3,734 | 22,755 | 305
Amortization | 3,841 | 157 | 0 | 0 | 3,676 | 8
Impairment | 0 | 0 | 0 | 0 | 0 | 0
Disposals | 0 | 0 | 0 | 0 | 0 | 0
Exchange adjustments | 0 | 0 | 0 | 0 | 0 | 0
At 31/12/2023 | 48,510 | 4,717 | 13,315 | 3,734 | 26,431 | 313
Intangible assets, net 31/12/2023 | 20,415 | 119 | 12,252 | 0 | 8,040 | 4

The expenses of brands with a finite useful life relate among other things to registration costs of developed in-house brands.
The investments in software in 2023 concern the further development of the digital platforms as well as the implementation of our new warehouse
management system. There were also additional investments in the further expansion of the Customer Data Platform.
| 53 |
Key money relates to stores in Germany, Spain and the Netherlands. Key
money refers to the ‘droit au bail’ or the right to rent the shops in Germany,
the Netherlands and Spain and is recognized at cost.
Expenditure on research activities (789 thousand euro in 2023) undertaken
to acquire new scientific or technical knowledge and understanding, is
recognized as expense when incurred.
5. TANGIBLE FIXED ASSETS

|  | Land and | Installations, machinery | Assets under
000 euro | Total | buildings | and equipment | construction
Tangible fixed assets, gross |  |  |  |
At 01/01/2022 | 93,097 | 43,605 | 49,463 | 29
Investments | 4,156 | 526 | 904 | 2,726
Transfer | 0 | 0 | 0 | 0
Disposals | -1,000 | -450 | -550 | 0
Exchange adjustments | 0 | 0 | 0 | 0
At 31/12/2022 | 96,253 | 43,681 | 49,817 | 2,755
Depreciation and impairment |  |  |  |
At 01/01/2022 | 70,100 | 26,814 | 43,286 | 0
Depreciation | 3,506 | 1,717 | 1,789 | 0
Disposals | -984 | -446 | -538 | 0
Exchange adjustments | 0 | 0 | 0 | 0
At 31/12/2022 | 72,622 | 28,085 | 44,537 | 0
Tangible fixed assets, net 31/12/2022 | 23,631 | 15,596 | 5,280 | 2,755
Tangible fixed assets, gross |  |  |  |
At 01/01/2023 | 96,253 | 43,681 | 49,817 | 2,755
Investments | 9,558 | 3,457 | 4,940 | 1,161
Transfer | 0 | 2,564 | 107 | -2,671
Disposals | -257 | 0 | -257 | 0
Exchange adjustments | 14 | 0 | 14 | 0
At 31/12/2023 | 105,568 | 49,702 | 54,621 | 1,245
Depreciation and impairment |  |  |  |
At 01/01/2023 | 72,622 | 28,085 | 44,537 | 0
Depreciation | 3,287 | 1,456 | 1,831 | 0
Disposals | -243 | 0 | -243 | 0
Exchange adjustments | 0 | 0 | 0 | 0
At 31/12/2023 | 75,666 | 29,541 | 46,125 | 0
Tangible fixed assets, net 31/12/2023 | 29,902 | 20,161 | 8,496 | 1,245

The investments in tangible fixed assets mainly concern various investments in the improvement and maintenance of buildings and materials. The
investments in machines mostly involve investments in our distribution centre. We also initiated the expansion of our production plant in Tunisia. In
2023, 3.18% of the investments contributed to climate-change mitigation. We refer to chapter 9 of the annual brochure for the full sustainability report.
| 54 |
6. INVESTMENTS IN ASSOCIATES
Investments in associates consist of the following Group interests:
• 25,7% in Top Form International Ltd.
Top Form is a company based in Hong Kong with operations in several
Asian countries. The main activity is the production of lingerie, predo-
minantly for major European and American fashion brands. The com-
pany is listed on the Hong Kong Stock Exchange. Van de Velde invested
in Top Form in 2007 and has held 25.66% of shares since 2011.
The participation in the associated company Top Form International Ltd.
is 2.9 million euro lower than at the end of 2022.

Net carrying amount | Top Form Ltd.
000 euro |
At 01/01/2022 | 13,745
Results of the fiscal year | -697
Capital increase | 0
Dividend received | 0
Share in the revaluation reserve | 107
Share in other comprehensive income (con- |
version impact) | -438
Conversion profit and losses | 839
At 31/12/2022 | 13,556
At 01/01/2023 | 13,556
Results of the fiscal year | -2,328
Capital increase | 0
Dividend received | 0
Share in the revaluation reserve | 24
Share in other comprehensive income (con- |
version impact) | -86
Conversion profit and losses | -519
At 31/12/2023 | 10,646

Key figures per participation are as follows:

Key figures | Top Form Ltd. | Top Form Ltd.
000 euro | (31/12/2023) | (31/12/2022)
Tangible fixed assets | 17,963 | 19,804
Other fixed assets | 22,560 | 23,708
Right of use asset | 3,306 | 3,075
Current assets | 53,987 | 50,888
Non current liabilities | 4,778 | 6,210
Current liabilities | 41,927 | 31,603
Lease liabilities | 3,382 | 1,168
Total net assets | 47,723 | 58,494
Unrealized result in equity | 9,883 | 10,529
Turnover | 123,902 | 149,355
Profit/(Loss) attributable to | -8,586 | -1,255
owners of the company |  |

The figures for Top Form International Ltd. refer to the closing situation
on 31 December 2023 (first half of fiscal year 2023-2024). Turnover and
net result refer to the result over a period of 12 months.
Reconciliation with the net book value:

Reconciliation net book value | Top Form Ltd.
| (31/12/2023)
Participation percentage | 25.66%
Total equity (in 000 HKD) | 358,079
Participation in equity (in 000 HKD) | 91,883
Cumulative exchange differences (in 000 euro) | 3,293
Investment in association (book value) (in 000 euro) | 10,646

The book value of the 25.66% participation in Top Form was 10,646 thou-
sand euro at 31 December 2023 and the value of this participation based
on the share price on that date was 3,132 thousand euro. Van de Velde
maintains the book value of the participation in Top Form based on the
share in the underlying equity of Top Form rather than on the share price.
| 55 |
Falling sales volumes in the United States have had a negative impact on
Top Form’s results. Taking into account the implemented realignments
and growth expectations, we believe in the 2.5% predetermined growth.
A combination of these events, together with a very low share trade
volume and significant fluctuations in the share price, due to a limited
number of transactions, had an impact on the share price. Often, several
consecutive days went by without any trading in the share in 2023, and
no share transactions were noted on the vast majority of trading days on
the Hong Kong Stock Exchange in 2023.
The first half of Top Form’s fiscal year 2023-2024 ended on 31 December
2023 with a loss of € 1.4m, reflecting declining sales in the United States.
Customers in the United States are currently struggling with high inven-
tories and declining consumer demand. In the meantime, TopForm has
adjusted its capacity such that the current cost structure was adjusted to
current demand, but also accommodates the planned increase in demand
from the second half of fiscal year 2023-2024. Based on all available input
at the close of the year, Van de Velde remains confident that the share in
the underlying equity most accurately reflects the value of the participation
in Top Form. Neither was it necessary to recognize any impairment on 31
December 2023 based on the impairment indicators in paragraph 41 of
IAS 28. This was confirmed by an additional impairment test.
Impairment test
A test was also performed on the value of the participation in Top Form
at the same time as the impairment test on goodwill and brand names
with indefinite useful life.
Methodology for impairment tests
This test compares the value according to the equity method as included
on the balance sheet with the Van de Velde share (25.66%) in the underly-
ing recoverable amount of Top Form, with the recoverable amount deter-
mined on the basis of the present value of the future expected cash flows
from the activities of Top Form.
Budget and business plans prepared by Top Forms management for the
years 2024-2027, as also approved by Top Forms board of directors and
audit committee, were used for this test. These budgets include planned
investments and changes in working capital.
In accordance with the requirements of IFRS, confirmation was also
received that these budgets were prepared in accordance with the cur-
rent financial and operational structure of the group, without taking into
account any future reorganization or improvements or adjustments of
the asset.
The main assumptions used in the calculation, which are also the most
sensitive for determining the recoverable amount are:
• A discounting rate of 10% was used;
• Turnover estimates used a growth between 5% and 7%;
• Growth percentage used to extrapolate cash flows beyond the plan-
ning period was set at 2.5%.
The headroom in the base case scenario is 4,168 thousand euro. The
abovementioned sensitivities were subjected to various sensitivity tests.
The following changes were made to the calculation models:
• The turnover estimates used during the period to which the expecta-
tions relate were reduced by 5%. The headroom in this test is positive
at 3,225 thousand euro.
•
The growth percentage used to extrapolate cash flows beyond the
planning period was reduced to 1%. The headroom in this case is
2,684 thousand euro.
• The discounting rate was increased to 12%. The headroom is 1,598
thousand euro in this case.
The sensitivity tests described above show there is sufficient headroom.
As a result, the recoverable amount of Van de Velde’s participation in Top
Form, based on the calculations and tests, is higher than the carrying
amount included in the balance sheet as per 31 December 2023.
Based on the various valuation models used, there is currently no need
to recognize an impairment on the financial assets as included on the
balance sheet of Van de Velde NV.
The abovementioned test is conducted annually to check for indications
of an impairment on the asset, or more frequently if additional indicators
of impairment should emerge.
7. OTHER FIXED ASSETS
Other fixed assets consist of the following:

000 euro | 2023 | 2022
Security deposits for VAT | 218 | 218
Other security deposits | 814 | 945
Other participating interests | 38 | 75
Borrowings | 115 | 144
Other fixed assets, net | 1,185 | 1,382

| 56 |
8. GRANTS
A grant of 407 thousand euro was received in 2020, 2019, 2018 and
2017 in tranches from VLAIO (the Flemish Agency for Innovation and
Entrepreneurship) in relation to an ongoing research and development
project. The grant is recognized in the income statement pro rata the
depreciation of the underlying asset for which the grant was received. In
both 2022 and 2023, 81 thousand euro of the grant was recognized in
the income statement.
9. INVENTORIES
Inventories by major components are as follows:

000 euro | 2023 | 2022
Finished and merchandise goods | 34,495 | 30,009
Work in progress | 9,041 | 18,530
Raw materials | 12,451 | 14,271
Inventories, gross | 55,987 | 62,810
Less: Allowance for obsolescence | -10,037 | -8,652
Inventories, net | 45,950 | 54,158

The allowance for obsolescence in 2023 concerns finished prod-
ucts (5,447 thousand euro) and raw materials (4,591 thousand euro).
The allowance for obsolescence in 2022 concerns finished products
(5,274 thousand euro) and raw materials (3,379 thousand euro). The
higher depreciation comes as a result of a review on the classification
of our permanent collection.
The allowance for obsolescence and the additional write-downs is
recorded in the income statement under ‘Cost of materials’.
The cost of materials is as follows:

000 euro | 2023 | 2022
Purchase of raw materials | 32,314 | 45,044
Change in inventories | 6,823 | -13,946
Change in allowance for obsolescence | 1,385 | 2,993
Cost of materials | 40,522 | 34,091

The evolution in the components of the working capital was explained
in the activity report.
10. TRADE AND OTHER RECEIVABLES
Accounts receivable are as follows:

000 euro | 2023 | 2022
Trade receivables, gross | 14,642 | 14,732
Less: allowance for impairment losses on |  |
trade receivables | -669 | -385
Trade receivables, net | 13,973 | 14,347

Trade and other receivables are non-interest bearing. Standard payment
terms are country-defined. In addition to payment terms, Van de Velde also
applies customer-defined credit limits in order to assure proper follow-
up. In the event of overdue invoices, a reminder procedure is initiated.
In 2023 there was a loss of 250 thousand euro with respect to trade
receivables (145 thousand euro in 2022). This loss is recognized in the
income statement under ‘Turnover’.
Concerning the trade receivables, there are no indications that the debtors
will not fulfil their payment obligations. Neither are there any customers
that account for more than 10% of the consolidated turnover. Under IFRS
9 Van de Velde has an obligation to recognize expected losses on trade
receivables. The application of this IFRS standard was included in the
recognized impairment at an amount equal to 405 thousand euro (86
thousand euro in 2022). The total increase of impairment losses on trade
receivables, 284 thousand euro, is recognized in the income statement
under ‘Other expenses’.
The table below summarizes a global view of the allowances for impair-
ment losses on trade receivables:

000 euro | 2023 | 2022
At 1 January | -385 | -495
Applied losses | 250 | 145
Additions | -535 | -35
At 31 December | -669 | -385

The aging analysis of the trade receivables at year end is as follows:

000 euro | Total | Not past due | Past due 1- 60 days | Past due 60 - 90 days | Past due >90 days
2023 | 14,642 | 10,875 | 2,213 | 780 | 774
2022 | 14,732 | 11,242 | 2,237 | 777 | 476

The evolution in the components of the working capital was explained
in the activity report.
| 57 |
11. OTHER CURRENT ASSETS
Other current assets consist of the following:

000 euro | 2023 | 2022
Prepaid expenses (1) | 2,253 | 2,006
Tax receivables (VAT and corporate |  |
income tax) | 3,755 | 6,170
FX forward contracts (note 20) | 21 | 178
Overige vlottende activa, netto | 6,029 | 8,354

(1) Pre-paid expenses mainly concern pre-paid maintenance costs.
Tax receivables relate to corporate income tax to be recovered for the
years 2022 and 2023. This has decreased because less tax has been
overpaid in the installments.
12. CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of the following:

000 euro | 2023 | 2022
Cash at banks and in hand | 19,836 | 39,524
Marketable securities | 40,759 | 20,000
Cash and cash equivalents | 60,595 | 59,524

Marketable securities predominantly consist of saving accounts at finan-
cial institutions. A small part refers to a financial investment.
Cash and cash equivalents recognized in the cash flow statement com-
prise the same elements as presented above.
13. SHARE CAPITAL

000 euro | 2023 | 2022
Nominative shares | 7,563,892 | 7,562,672
Dematerialized shares | 5,498,525 | 5,759,808
Total number of shares | 13,062,417 | 13,322,480

On 31 December 2023 Van de Velde NV’s share capital was 1,936 thou-
sand euro (fully paid), represented by 13,062,417 shares with no nominal
value and all with the same rights insofar as they are not treasury shares,
whose rights have been suspended or cancelled. The Board of Directors
of Van de Velde NV is authorized to raise the subscribed capital one or
more times by a total amount of 1,936 thousand euro under the conditions
stated in the Articles of Association. This authorization is valid for five
years after publication in the annexes to Belgisch Staatsblad/ Moniteur
belge (10 May 2022).
The distributions from retained earnings of Van de Velde NV, the parent
company, is limited to a legal reserve, which was built up in previous
years, in accordance with Belgium’s Companies Code, to 10% of the sub-
scribed capital.
Treasury shares
On 27 April 2022, the Extraordinary General Meeting of Shareholders
authorized the Board of Directors to buy or sell its own shares. This
authorization is valid for a period of (i) three years as from 10 May 2022
if the acquisition is necessary to avoid a serious threatened disadvan-
tage and (ii) five years as from 10 May 2022 if the Board of Directors, in
accordance with Article 7:215 of the CCA, acquires the legally permitted
number of its own shares at a price equal to the price at which they are
listed on Euronext Brussels.
The Board of Directors approved a share buy-back programme of up to
15 million euro on 1 March 2023. The buy-back programme started on
2 March 2023 and has an anticipated duration of one year.
At the end of 2022 Van de Velde NV held 335,889 treasury shares.
In 2023, 173,575 of its own shares were acquired (worth 5,855 thousand
euro) and 260,063 destroyed (worth 8,927 thousand euro) by Van de
Velde NV. During 2023 no options were exercised under the option plan.
At the end of 2023 Van de Velde NV held 249,401 treasury shares with
a total value of 6,596 thousand euro. The treasury shares held by Van
de Velde NV will, on the one hand, be offered to management under an
option programme that has been running since 2010 and, on the other
hand, be used to reduce accumulated cash no longer needed for busi-
ness operations.

000 euro | 2023 | 2022
Share capital | 1,936 | 1,936
Treasury shares | -6,596 | -9,668
Share premium | 743 | 743

| 58 |
14. PROVISIONS

000 euro | Provisions
At 01/01/2022 | 463
Arising during the year | 16
Utilized | 0
Reversal | -240
Provisions 31/12/2022 | 239
At 01/01/2023 | 239
Arising during the year | 0
Utilized | 0
Reversal | -35
Provisions 31/12/2023 | 204

In 2023, there was an decrease of 35 thousand euro on the existing provi-
sion for sales agents.
15. PENSIONS
Van de Velde has seven defined pension plans in Belgium. These plans
are clarified on a cumulative basis, as they are situated in the same geo-
graphical location and have the same attributes and risk characteristics,
i.e. defined retirement plans.
As well as the Belgian pension plans, the company also has pension
plans for its staff in foreign countries. These pension plans are defined
contribution plans. In 2023, the pension provision on the balance sheet
was 24 thousand euro (24 thousand euro in 2022).
The pension plan in Belgium is subject to Belgian legislation and is a group
insurance plan with guaranteed return (Tak 21). Since 2016, an annual
actuarial valuation occurred on 31 December by an independent actuary.
The pension plan in Belgium is financed. If the fund investments are
lower than the minimum guarantee set by law, the insurer will notify the
employer. The latter can then pay an additional contribution into the plan.
| 59 |
The adjusted actuarial calculation on 31 December 2022 and 31 December 2023 shows the following results:

|  |  | (1) | (2) |  |  |
| At 01/01/2022 | Pension cost allocated to realized income | Return | Gain/(loss) as a consequence of changes to calculation method allocated to other comprehensive income | Employer contribution | Benefits paid | At 31/12/2022
Defined pension entitlement liability | -11,082 | -749 | -110 | 4,395 | 0 | 189 | -7,356
Market value of the fund investments | 9,846 | 0 | 101 | -4,405 | 747 | -189 | 6,100
Net liability in the balance sheet | -1,236 | -749 | -9 | -10 | 747 | 0 | -1,256

|  |  | (1) | (2) |  |  |
| At 01/01/2023 | Pension cost allocated to realized income | Return | Gain/(loss) as a consequence of changes to calculation method allocated to other comprehensive income | Employer contribution | Benefits paid | At 31/12/2023
Defined pension entitlement liability | -7,356 | -618 | -291 | -1,124 | 0 | 116 | -9,274
Market value of the fund investments | 6,100 | 0 | 258 | 832 | 793 | -116 | 7,867
Net liability in the balance sheet | -1,256 | -618 | -33 | -292 | 793 | 0 | -1,407

(1) The ‘Return’ column includes the interest cost to the defined pension rights and the expected return on the asset.
(2) For the 2023 financial year, the change in calculation method allocated to other comprehensive income consists of 257 thousand euro in experience adjustments and -1,381 thousand euro in
financial adjustments and there are no changes in demographic adjustments. For the 2022 financial year, the change in calculation method allocated to other comprehensive income consists
of -53 thousand euro in experience adjustments, 4,448 thousand euro in financial adjustments and there are no changes in demographic adjustments.
| 60 |
The investments primarily relate to qualifying insurance policies (99.9%
of all investments). The expected contribution by the employer for the
year ending 31 December 2023 is 793 thousand euro.
The main actuarial assumptions used in the valuation of the pension
plans are shown in the table below:

| 2023 | 2022
Annual pay rises (excluding inflation) |  |
age 20-24: | 6.00% | 6.60%
age 25-29: | 5.10% | 5.10%
age 30-34: | 2.60% | 2.60%
age 35-39: | 2.10% | 2.10%
age 40-44: | 3.10% | 3.10%
from age 45: | 1.60% | 1.60%
Annual inflation | 2.30% | 2.30%
Annual discount rate | 3.20% | 4.00%
Pension age in years | 65 | 65
Total number of members | 1,025 | 1,015
Average age in years | 44.9 | 44.7
Estimated duration in years | 16.00 | 16.82

The expected duration of the non-discounted pension payments is broken
down in the table below:

| Expected benefits
Within 12 months |
(fiscal year ending 31 December 2024) | 84
Between 2 and 5 years | 1,335
Between 5 and 10 years | 2,977
Total expected benefits | 4,396

The cash value of pension liabilities depends on a number of factors that
are determined actuarially on the basis of a number of assumptions.
The assumptions used when calculating the net pension costs (income)
include the discount rate. Changes in the assumptions impact the carrying
value of the pension liabilities.
Van de Velde determines the appropriate discount rate at the end of
each year. This is the interest rate that must be applied to determine
the cash value of the estimated future cash flows required to meet the
pension liabilities. When determining the appropriate discount rate, Van
de Velde uses the interest rate of high-value corporate bonds expressed
in the currency in which the pensions will be paid out and with a dura-
tion comparable to the duration of the corresponding pension liabilities.
Other important assumptions for pension liabilities, such as the expected
annual growth rate of salaries and expected withdrawals, are based partly
on current market conditions and partly on proprietary parameters.
The table below shows the effect of the discount rate on the defined pension entitlement liability:

| Valuation trend -0,5% | Original | Valuation trend +0,5%
Discount rate | 2.70% | 3.20% | 3.70%
Defined pension entitlement liability | 9,746 | 9,274 | 8,525
Market value of the investment funds | 8,377 | 7,867 | 7,394

The table below shows the effect of the withdrawals from the plan on the defined pension entitlement liability:

| Original | Sensitivity
Withdrawals from the plan | Employer table | 0.00%
Defined pension entitlement | 9,274 | 10,674

The sensitivity analysis in the above tables is determined on the basis of a method that shows the impact on the liability due to the defined pension
entitlements as a consequence of reasonable changes to significant assumptions occurring at the end of the period. This analysis is based on a
change to a significant assumption that keeps all other assumptions constant. The sensitivity analysis may not be representative of actual changes
in the defined pension entitlement liability because it is unlikely that changes to the assumptions could occur in isolation.
| 61 |
16. OTHER OPERATING INCOME AND OTHER
EXPENSES
Other operating income and other expenses consist of the following:

000 euro | 2023 | 2022
Income from passed on costs | 3,500 | 3,883
Income from recovered costs | 1,735 | 1,167
Other income | 818 | 386
Total other operating income | 6,053 | 5,436
Subcontracting costs | 19,195 | 27,083
Distribution costs | 11,242 | 10,786
Sales and marketing costs | 23,717 | 21,556
General administration costs | 18,961 | 18,236
Total other expenses | 73,115 | 77,661

Other operating income consists mainly of charged costs (import duties
and transport costs) and recovered costs (personnel costs and insur-
ance). The decrease in revenue from recharged costs is a result of lower
volumes. The increase in revenues from recovered costs is due to the
exceptional Covid premium received in Germany. The increase in other
income relates to re-evaluation of contracts under IFRS16.
The decrease in expenses, consisting primarily of subcontracting, distribu-
tion, sales and marketing expenses, is mainly due to the lower inventory
position at the end of 2023. The decrease in subcontracting is partially
offset by higher marketing expenses.
17. DEFERRED TAXES ASSETS AND LIABILITIES
The deferred taxes, valued at the theoretical tax rate of 25%, consist of the following:

000 euro | Deferred tax liabilities | Deferred tax assets | Deferred tax assets | Total
| on fixed assets | on assets/liabilities | on transferrable losses |
At 01/01/2022 | 4,518 | -3,811 | -227 | 480
Changes | -611 | 271 | 0 | -340
At 31/12/2022 | 3,907 | -3,540 | -227 | 140
At 01/01/2023 | 3,907 | -3,540 | -227 | 140
Changes | 283 | -772 | 150 | -339
At 31/12/2023 | 4,190 | -4,312 | -77 | -199

The net deferred tax asset of 199 thousand euro mainly concerns the following:
• With regard to the deferred tax liability on fixed assets, the depreciation amount of a tangible fixed asset must be spread over its life in a syste-
matic way. In the statutory financial statements we use the double declining depreciation method on assets purchased until 31 December 2019,
which is restated in the consolidation. The deferred tax on this at the end of 2023 was 1,810 thousand euro. Finally, a deferred tax liability was
determined on user fees in the amount of 2,380 thousand euro.
•
The deferred taxes of 1,557 thousand euro were recorded on a revaluation of stock. Deferred taxes of 295 thousand euro are also recognized under
IFRS 9 with regard to the pension liability at Van de Velde. In addition, deferred taxes related to write-downs on trade receivables for 79 thousand
euro were recognized under IFRS 9. Finally, a deferred tax asset was determined on lease obligations in the amount of 2,380 thousand euro.
•
The deferred tax assets of 77 thousand euro on transferrable losses concern our German retail division. For our division in the United States,
Intimacy Management Company LLC, it was decided not to provide for a deferred tax asset as there is no certainty that we will be able to use this
in the future against future profits. The current estimated unrecognized latency is 1,600 thousand euro.
• The decrease of 339 thousand euro was recognized in the profit and loss account at -337 thousand euro, while -2 thousand euro was recognized
in equity (see note 23).
| 62 |
18. TRADE AND OTHER PAYABLES
Trade and other payables consist of the following:

000 euro | 2023 | 2022
Trade payables | 10,281 | 11,258
Payroll, social charges | 5,512 | 5,005
Gift cards and credits issued | 204 | 190
Accrued charges(1) | 5,733 | 7,800
Deferred income | 94 | 622
FX forward contracts (note 20) | 88 | 719
Trade and other payables | 21,911 | 25,594

(1) In addition to the accrued bonuses to employees and directors as well as discounts to
customers, accrued charges also include the cost of external employees.
The evolution in the components of the working capital was explained
in the activity report.
19. OTHER CURRENT LIABILITIES AND
TAXES PAYABLE

000 euro | 2023 | 2022
Other current liabilities: taxes (VAT payable, |  |
local taxes, withholding taxes) | 1,682 | 1,763
Taxes payable: corporate income taxes | 1,340 | 1,404

Current liabilities and tax liabilities are in line with 2022. There is a limited
decrease in outstanding VAT debt and estimated tax liabilities in 2023.
The effective tax rate in 2023 is similar to the effective tax rate in 2022
(note 23).
20. FINANCIAL INSTRUMENTS
The fair value of the financial assets and liabilities (including cash, trade
receivables and trade liabilities) is essentially equal to the book value, with
the exception of the derivatives, which are valued at fair value.
The Group applies derivative financial instruments to limit the risks of
unfavourable exchange rate fluctuations originating from operations and
investments.
Derivatives that do not qualify for hedge accounting
The company concluded FX forward contracts to manage transaction
risks with a maturity date between 03/01/2024 and 03/06/2024 (maturity
for 2022 : between 03/01/2023 and 01/06/2023). As these contracts
do not meet the hedging criteria of IAS 39, they are, if applicable, valued
at fair value and recognized as trading contracts through profit or loss.
On 31 December 2023, the fair value of these FX forward contracts was
-68 thousand euro, comprising an unrealized income of 21 thousand euro
and an unrealized loss of 88 thousand euro.
In summary, the various fair values are set out in the following table:

000 euro | 2023 | 2022
Derivatives that do not qualify for hedge accounting: |  |
Other current assets | 21 | 178
Other current liabilities | -88 | -719
Real value | -68 | -541

The valuation technique used to determine the fair value is level 2-com-
pliant, with the various levels and related valuation techniques defined
as follows:
•
Level 1: quoted (and not adjusted) prices on active markets for identical
assets and liabilities;
•
Level 2: other techniques, in which all inputs that have a major impact
on the recognized fair value are observable (directly or indirectly);
•
Level 3: techniques, using inputs with a major impact on the fair value
and for which no observable market data is available.
| 63 |
21. FINANCIAL RESULT
The financial result breaks down as follows:

000 euro | 2023 | 2022
Interest income | 843 | 47
Interest costs | -24 | -107
Interest result, net | 819 | -60
Exchange gains(1) | 2,082 | 3,153
Exchange losses(1) | -2,311 | -3,687
Exchange result, net | -229 | -535
Other financial income | 88 | 0
Other financial costs | -524 | -427
Other financial costs due to IFRS 16 | -423 | -318
Financial result | -269 | -1,340

(1) Exchange rate differences (gains and losses) mainly relate to USD, CHF, NOK and GBP.
22. PERSONNEL EXPENSES
Personnel expenses are as follows:

000 euro | 2023 | 2022
Wages | 8,755 | 9,108
Salaries | 29,233 | 28,988
Social security contributions | 8,645 | 8,275
Other personnel expenses | 992 | 841
Personnel expenses | 47,625 | 47,213

Workforce at balance sheet date | 2023 | 2022
White collars | 556 | 528
Blue collars | 1,002 | 982
Total | 1,558 | 1,510

Share-based payments
The fair value of the options on the grant date is recognized for the period until the beneficiary acquires the option unconditionally in accordance
with the gradual acquisition method.
The impact of IFRS 2 on the result of the year 2023 was 272 thousand euro versus 237 thousand euro in 2022. The option plans were valued using
the Black-Scholes-Merton model for call options. The following assumptions were used to determine the weighted average fair value at grant date:

| PLAN | PLAN | PLAN | PLAN | PLAN | PLAN | PLAN | PLAN
| 2015 | 2015 | 2015 | 2020 | 2020 | 2020 | 2020 | 2020
Award date (1) | 29/09/16 | 03/10/17 | 15/10/19 | 09/10/20 | 01/10/21 | 08/03/22 | 04/10/22 | 04/10/23
Dividend right as of the grant date | no | no | no | no | no | no | no | no
Contractual term of the options | 5-10 | 5-10 | 7-10 | 5-10 | 5-10 | 10 | 5-10 | 5-10
Exercise price | 63.02 | 45.13 | 23.36 | 22.60 | 28.75 | 32.40 | 32.40 | 32.25
Expected volatility | 35.00% | 35.00% | 35.00% | 35.00% | 35.00% | 35.00% | 35.00% | 35.00%
Risk-free interest rate | -0.269% | -0.143% | -0.234% | -0.580% | -0.322% | 1.141% | 1.917% | 2.389%
| -0.242% | -0.398% | -0.415% | -0.785% | -0.580% |  | 1.888% | 2.245%
Fair value of the share in options (in euro) | 16.40 | 11.23 | 7.67 | 5.32 | 8.25 | 10.03 | 9.09 | 9.83

(1) The exchange of property will take place on the 60th day after the award date and is called the grant date.
.
| 64 |
The share option plan has changed as follows:

Number of shares and options | Option plan 2010 - 2020
Outstanding at 01/01/2022 | 121,000
Exercisable at 01/01/2022 | 36,000
Movements during the year |
Accepted | 67,000
Forfeited | 30,000
Exercised | 0
Expired | 1,000
Outstanding at 31/12/2022 | 157,000
Exercisable at 31/12/2022 | 35,000
Movements during the year |
Accepted | 25,000
Forfeited | 0
Exercised | 0
Expired | 5,000
Outstanding at 31/12/2023 | 177,000
Exercisable at 31/12/2023 | 50,000

23. INCOME TAXES
The major components of income tax expense for the years ending
31 December 2023 and 2022 are:

000 euro | 2023 | 2022
Current income tax | 9,439 | 9,560
Current income tax charge | 9,366 | 9,349
Adjustments in respect of current income |  |
tax of previous years | 73 | 210
Deferred income tax | -337 | -337
Relating to the origination and reversal of |  |
temporary differences | -337 | -337
Income tax expense reported in the |  |
consolidated income statement | 9,102 | 9,222
Taxes reported in the other comprehensive | -2 | 2
income |  |

The reconciliation of income tax expense applicable to income before
taxes at the statutory income tax rate and income tax expense at the
Group’s effective income tax rate for each of the past two years ending
31 December is as follows:

000 euro | 2023 | 2022
Profit before taxes (1) | 45,058 | 46,738
Parent's statutory tax rate of 25% | 11,265 | 11,684
Higher income tax rates in other countries | 0 | 0
Lower income tax rates in other countries | -546 | -911
Utilization tax losses and unrecognized losses | -128 | -202
Disallowed expenses | 261 | 237
Tax credits | -1,750 | -1,586
Total income taxes | 9,102 | 9,222
Effective income tax rate | 20.20% | 19.73%

(1) Profit before taxes excluding the share in the result of associates and impairment charges
on financial fixed assets.
The effective tax rate in 2023 is 20.20 % compared to 19.73 % in 2022.
24. EARNINGS PER SHARE
Basic earnings per share are calculated by dividing the net income for
the year attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year, excluding the
shares purchased by the Group and held as treasury shares (note 13).
Diluted earnings per share are calculated by dividing the net income for
the year attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year, both adjusted for
the effects of dilutive potential ordinary shares (stock options).

| 2023 | 2022
Profit attributable to shareholders (in 000 |  |
euro) | 33,628 | 36,819
Weighted average number of ordinary |  |
shares | 12,873,338 | 13,064,354
Dilutive effect of stock options | 27,024 | 30,856
Weighted average number of shares after |  |
impact of dilution | 12,900,362 | 13,095,210
Basic earnings per share (euro) | 2.61 | 2.82
Diluted earnings per share (euro) | 2.61 | 2.81

In 2023, the options awarded over the period 2019 - 2023 had a dilutive
effect. In 2022, the options awarded over the period 2019 - 2022 had a
dilutive effect.
| 65 |
25. DIVIDENDS PAID AND PROPOSED

000 euro | 2023 | 2022
Dividend paid | 29,309 | 26,645
- in 2023: |  |
-2.20 euro per share for fiscal year 2022. |  |
- in 2022: |  |
-2.00 euro per share for fiscal year 2021 |  |
Dividend proposed | 30,751 | 29,309
- 2.40 euro per dividend entitled share for fiscal year 2023. |  |
- No dividend rights are attached to treasury shares. |  |

26. LEASES
The Group has lease contracts for various assets such as vehicles and buildings used in its activities. The Group depreciates these assets on a
straight-line basis over the shorter of the following periods: lease term in the contract or estimated useful life of the assets, with a maximum of 5
years for cars and a maximum of 10 years for buildings.
There are several lease contracts that include extension and termination options and variable lease payments. The contracts with variable lease
payments are revenue-based. One variable lease payment of 26 thousand euro was applicable in 2023 compared to 184 thousand euro in 2022.
We estimate the future outflow for this contract at 118 thousand euro, spread over a period of six years. The other contracts with variable lease pay-
ments are currently expected to generate no additional outflow. There are currently no known future obligations under the extension and termination
options that are not included in the current liabilities on the balance sheet.
The Group also has certain leases of assets with short lease terms and leases of assets with low value. The Group applies the ‘short-term lease’ and
‘lease of low-value assets’ recognition exemptions for these leases. Contracts that do not relate to an identifiable asset also fall outside the scope
as well as the variable rental obligations according to turnover.
A number of renewal options exist on the current leases for which it is uncertain at present whether they would be exercised. If these renewal options
were to be exercised, this would lead to an increase in the lease liability of 3,948 thousand euro. We do not expect to exercise options to terminate
leases early.
| 66 |
Set out below are the carrying amounts of right-of-use assets recognized and the movements during the period:

000 euro | Total | Right-of-use on | Right-of-use on rental agree-
|  | rental agreements for buildings | ments for passenger vehicles
Right-of-use assets, gross |  |  |
At 01/01/2022 | 22,090 | 18,075 | 4,015
Additions | 695 | 64 | 631
Remeasurement | 463 | 463 | 0
Other adjustments | 0 | 0 | 0
Disposal | -1,711 | -1,270 | -441
Exchange rate effects | 83 | 87 | -4
At 31/12/2022 | 21,619 | 17,418 | 4,201
Depreciation and impairment |  |  |
At 01/01/2022 | 11,850 | 10,019 | 1,831
Depreciations recorded | 3,855 | 2,730 | 1,125
Impairment | -502 | -502 | 0
Other adjustments | 0 | 0 | 0
Disposal | -1,711 | -1,270 | -441
Exchange rate effects | -25 | -24 | -1
At 31/12/2022 | 13,467 | 10,953 | 2,514
Right-of-use assets, net at 31/12/2022 | 8,152 | 6,466 | 1,686
Right-of-use assets, gross |  |  |
At 01/01/2023 | 21,619 | 17,418 | 4,201
Additions | 4,576 | 2,732 | 1,845
Remeasurement | -985 | -1,030 | 45
Other adjustments | 0 | 0 | 0
Disposal | -1,518 | -674 | -844
Exchange rate effects | -98 | -99 | 1
At 31/12/2023 | 23,594 | 18,347 | 5,247
Depreciation and impairment |  |  |
At 01/01/2023 | 13,467 | 10,953 | 2,514
Depreciations recorded | 3,629 | 2,335 | 1,294
Impairment | 0 | 0 | 0
Remeasurement | -1,454 | -1,356 | -98
Disposal | -1,500 | -674 | -826
Exchange rate effects | -65 | -66 | 1
At 31/12/2023 | 14,077 | 11,191 | 2,885
Right-of-use assets, net at 31/12/2023 | 9,518 | 7,156 | 2,362

| 67 |
The investments in 2023 concern newly negotiated contracts in the United Kingdom and the Netherlands, the opening of a new store in the Netherlands,
the relocation of own stores in the Netherlands and Germany and new car lease contracts. The reassessments concern the impact of the adjustment
of the estimated end date of leases compared to 2022.
The provision for lease liabilities relates to a provision for costs necessary to restore the leased assets to their original condition upon termination
of the contract.
The table below summarizes the maturity profile of the Group’s financial liabilities:

000 euro | 3 to 12 months | 1 to 5 years | More than 5 years | Total
2023 | 3,374 | 6,453 | 1,028 | 10,855
2022 | 3,773 | 5,123 | 1,296 | 10,192

Set out below are the carrying amounts of long- and short-term lease liabilities and the movements during the period:

000 euro | 2023 | 2022
At 01/01 | 8,900 | 12,201
Additions | 4,415 | 528
Other changes (revaluations and exchange rate effect) | 68 | 579
Payments | -3,755 | -4,409
At 31/12 | 9,628 | 8,900
Current | 2,952 | 3,350
Non-current | 6,675 | 5,549

The following are the amounts of IFRS16 in profit and loss:

000 euro | 2023 | 2022
Depreciation expense of right-of-use assets | 3,629 | 3,855
Impairment lease liabilities | 0 | -502
Interest expense on lease liabilities | -423 | -318
Expense relating to short-term leases (included in 'other expenses') | 9 | 8
Expense relating to leases of low-value assets (included in 'other expenses') | 54 | 26
Rent costs related to termination fees minus realized rent reductions (included in 'other expenses') | 0 | 753
Rent costs related to reassessments (included in 'other operating income') | -346 | 0
Variable rent costs based on turnover | 26 | 184

| 68 |
27. RELATED PARTY DISCLOSURES
Full consolidation
The consolidated financial statements include the financial statements of Van de Velde NV and the subsidiaries listed in the following table.

|  |  | Change on
Name | Address | (%) Equity interest 2023 | previous year
VAN DE VELDE NV | Lageweg 4 | Parent company |
| 9260 SCHELLEBELLE, Belgium |  |
| Btw-nr. BE 0448.746.744 |  |
VAN DE VELDE GMBH & Co KG | Grabenstraße 3 | 100 | 0
| 40213 DUSSELDORF, Germany |  |
VAN DE VELDE | Grabenstraße 3 | 100 | 0
VERWALTUNGS GMBH | 40213 DUSSELDORF, Germany |  |
VAN DE VELDE TERMELO | Selyem U.4 | 100 | 0
ES KERESKEDELMI KFT | 7100 SZEKSZARD, Hungary |  |
VAN DE VELDE UK LTD (1) | Ground Floor 22/22a Conduit Street | 100 | 0
| W1S 2XT, LONDON |  |
| United Kingdom |  |
MARIE JO GMBH | Grabenstraße 3 | 100 | 0
| 40213 DUSSELDORF, Germany |  |
VAN DE VELDE IBERICA SL | Calle Santa Eulalia, 5 | 100 | 0
| 08012 BARCELONA, Spain |  |
VAN DE VELDE CONFECTION SARL | Route De Sousse BP 25 | 100 | 0
| 4020 KONDAR, Tunisia |  |
VAN DE VELDE FINLAND OY | 1 C7-8, Fashion Center, Härkähaankuja 14 | 100 | 0
| 01730 Vantaa, Finland |  |
VAN DE VELDE NORTH AMERICA INC | 1252 Madison Avenue | 100 | 0
| NY 10128, NEW YORK, |  |
| United States of America |  |
VAN DE VELDE DENMARK APS | C/O Revisionscentret Møllegade 2B, st. | 100 | 0
| 6330 PADBORG, Denmark |  |
VAN DE VELDE RETAIL INC | 1252 Madison Avenue | 100 | 0
| NY 10128, NEW YORK, |  |
| United States of America |  |
INTIMACY MANAGEMENT | 1252 Madison Avenue | 100 | 0
COMPANY LLC | NY 10128, NEW YORK, |  |
| United States of America |  |
RIGBY & PELLER LTD | Ground Floor 22/22a Conduit Street | 100 | 0
| W1S 2XT, LONDEN |  |
| United Kingdom |  |
VAN DE VELDE NEDERLAND BV | Beethovenstraat 28 | 100 | 0
| 1077 JH AMSTERDAM, the Netherlands |  |

(1) Under liquidation.
Sales of goods and services are at arm’s length between Group companies..
| 69 |
Companies to which the equity method is applied
The equity method is applied to the following companies:

Name | Address | (%) Equity interest 2023 | Change on previous year
TOP FORM INTERNATIONAL LTD | 7/F., Port 33, 33 Tseuk Luk Street, | 25.7 | 0
| San Po Kong, Kowloon, Hong Kong |  |

Top Form International Ltd. (“TFI”)
In 2023 transactions between the Group and TFI totalled 12,481 thousand US dollar. On 31 December 2023 the Group had trade payables to TFI in
the amount of 572 thousand US dollar. In 2022 transactions between the Group and TFI totalled 16,797 thousand US dollar. On 31 December 2022
the Group had trade payables to TFI in the amount of 1,503 thousand US dollar.
Relationships with shareholders
42.61% of the shares of Van de Velde NV are held by the general public.
These shares are traded on Euronext Brussels. Van de Velde Holding
NV, which groups the interests of the Laureys and Van de Velde families,
holds the remainder of the shares.
Relationship with key management personnel
See the remuneration report in chapter 3.
Director Remuneration
Herman Van de Velde NV received an annual gross remuneration of
47,500 euro for his chairmanship of the Board of Dirctors, the Nomination
and Remuneration Committee and for his membership of the Strategic
Committee. The other non-executive members (excluding the managing
director) receive an annual remuneration of 20,000 euro for their mem-
bership of the Board of Directors. All members of the Board of Directors
(excluding the managing director) receive 5,000 euro for their membership
of the Nomination and Remuneration Committee and the Audit and Risk
Committee respectively, while the chairman receives a remuneration of
7,500 euro. The total remuneration for the directors (excluding the manag-
ing director) was 255.0 thousand euro in 2023 and 230.0 thousand euro in
2022. The directors have not received any loan or advance from the Group.
Management Team Remuneration
For the year ended 31 December 2023, a total amount of 1,864 thousand
euro (2,918 thousand euro in 2022) was awarded to the members of the
Management Team, including the managing director. See the remunera-
tion report in chapter 3 for more details.
These total amounts include the following components:
• Basic remuneration: base salary earned in their position during the year
under review;
• Variable remuneration: bonus acquired in the year under review. There
are various pay-out forms, including cash, a warrant plan and a share
option plan;
• Group insurance premiums: insurance premium (invalidity, death, pen-
sion plan) paid by the Group;
• Other benefits are the private use of a company car and hospitalization
insurance;
•
Exceptional remuneration concerns a retention bonus or a severance
payment.

000 euro | 2023 | 2022
Basic remuneration | 1,590 | 1,918
Variable remuneration | 151 | 727
Group insurance premiums | 37 | 47
Other benefits | 85 | 106
Exceptional remuneration | 0 | 120
Total | 1,864 | 2,918

In addition to these cash benefits, share-based benefits were granted to
the members of the Management Team through the share option plan.
In 2023 the members of the Management Team had the opportunity to
participate in a share option plan by which they were granted 5,000 options
(same in 2022). No calculated costs are linked to the options accepted
by the members of the Management Team in 2023.
28. SEGMENT INFORMATION
Van de Velde distinguishes two operational segments based on the “man-
agement approach”: the B2B (business to business) and the D2C (direct to
consumer) distribution channel. This “management approach” stipulates
that external segment reporting is based, among other things, on internal
organization, management structure and internal financial reporting. The
management evaluates the performance of both segments at EBITDA-
level to make decisions on the allocation of resources and the evaluation
of the achievements.
The result of a segment includes the costs and revenues directly gener-
ated by the segment. Non direct costs or revenues are reasonably attrib-
uted to a segment, based on activities or volumes.
| 70 |
Assets and liabilities that can be reasonably attributed to segments
(goodwill and other fixed assets as well as stock and trade receivables)
are attributed. An important part of the assets and liabilities cannot be
attributed to segments and is managed at Group level. The valuation prin-
ciples of the operational segments are the same as the most important
policies of the Group.
Van de Velde does not have any transactions with a single customer
worth more than 10% of total turnover.
The selling price determines whether sales are attributed to the B2B or
D2C segment.
The B2B segment refers to sales realized at wholesale price. Today this
concerns the business with independent retail partners, e-tail partners,
franchisees, marketplaces and department stores.
The D2C segment refers to sales realized at retail price. Today this con-
cerns the business from our own store network, our own websites and
the concession sales in department stores.

Segment Income |  |  | 2023 |  |  |  | 2022 |
Statement |  |  |  |  |  |  |  |
000 euro | B2B | D2C | Unallocated | Total | B2B | D2C | Unallocated | Total
Segment revenues | 163,244 | 48,049 | 0 | 211,293 | 168,657 | 43,088 | 0 | 211,745
Segment costs | -115,672 | -39,537 | 0 | -155,209 | -117,806 | -35,723 | 0 | -153,529
Depreciation | 0 | 0 | -10,757 | -10,757 | 0 | 0 | -10,139 | -10,139
Segment results | 47,572 | 8,512 | -10,757 | 45,327 | 50,851 | 7,365 | -10,139 | 48,077
Net finance profit |  |  |  | -269 |  |  |  | -1,340
Result from associates |  |  |  | -2,328 |  |  |  | -697
Income taxes |  |  |  | -9,102 |  |  |  | -9,222
Net income |  |  |  | 33,628 |  |  |  | 36,819

Segment Balance Sheet |  | 2023 |  |  | 2022 |
000 euro | B2B | D2C | Total | B2B | D2C | Total
Segment assets | 52,702 | 21,403 | 74,105 | 62,568 | 18,805 | 81,373
Unallocated assets |  |  | 128,866 |  |  | 127,062
Consolidated total assets | 52,702 | 21,403 | 202,971 | 62,568 | 18,805 | 208,435
Segment liabilities | 20,815 | 14,201 | 35,016 | 23,925 | 14,256 | 38,181
Unallocated liabilities |  |  | 167,955 |  |  | 170,254
Consolidated total liabilities | 20,815 | 14,201 | 202,971 | 23,925 | 14,256 | 208,435

| 71 |

Breakdown by region - turnover |  | 2023 |  |  | 2022 |
000 euro | Eurozone | Elsewhere | Total | Eurozone | Elsewhere | Total
Turnover | 153,456 | 57,837 | 211,293 | 151,333 | 60,412 | 211,745

The most important markets accounting for more than 10% of turnover are stated below in descending order of turnover:
• Germany, Belgium and the Netherlands for the Eurozone;
• United States, United Kingdom and Switzerland for Elsewhere.

Further information about the assets of the company - location (000 euro) | Belgium | Elsewhere | Total
Tangible fixed assets | 23,232 | 6,670 | 29,902
Intangible assets | 14,320 | 10,653 | 24,973
Right-of-use assets | 1,970 | 7,548 | 9,519
Inventories | 42,785 | 3,165 | 45,950

29. EVENTS AFTER BALANCE SHEET
No events after the balance sheet date had a major impact on the situation of the company.
| 72 |
30. BUSINESS RISKS WITH RESPECT TO IFRS7
Besides the general strategic risks, Van de Velde has identified the fol-
lowing risks with respect to IFRS 7:
Currency risk
Due to its international character, the Group is confronted with various
exchange rate risks on sale and purchase transactions.
In terms of currency risk, between 25% and 30% of Group turnover is
generated in currencies other than the euro. In addition, a significant
proportion of purchases and expenses are traded in foreign currency
(e.g. purchases of raw materials and subcontractors, as well as local
expenses within the retail network).
Where possible, currency risks are managed by offsetting transactions in
the same currency or by fixing exchange rates through forward contracts.
These risks are managed at the level of the parent company. The Group
is aware that exchange risks cannot always be fully hedged.
Foreign operations increase the currency risk of the Group. Financial
instruments are not used to hedge this risk.

| Closing rate | Average rate
CAD | 1.4578 | 1.4460
CHF | 0.9416 | 0.9707
NOK | 0.8680 | 0.8682
GBP | 1.1042 | 1.0817
USD | 3.4069 | 3.3560

The Group performed a sensitivity analysis in 2023 on the outstanding
trade receivables and trade payables of the Group, at the balance sheet
date converted with a sensitivity of 10%.

000 euro | 10% | -10%
CAD | 84 | -84
CHF | 88 | -88
AUD | 53 | -53
GBP | 38 | -38
| 263 | -263

The Group performed a sensitivity analysis in 2023 on the equity com-
ponents in the foreign currency of the Group, at the balance sheet date
converted with a sensitivity of 10%.

000 euro | 10% | -10%
GBP | 312 | -312
USD | 1,541 | -1,541
TND | 1,597 | -1,597
| 3,450 | -3,450

Credit risk
As a consequence of the large diversified customer portfolio, the Group
does not have a significant concentration of credit risks. The Group has
developed strategies and additional procedures to monitor and limit credit
risk at its customers. B2B sales are generated through around 3,900
independent retailers and a small number of luxury department stores.
No single customer accounts for more than 3.1% of the annual turnover
of the Group.
Furthermore, the insolvency risk is covered by credit insurance. In accord-
ance with IFRS 9, the Group applies the ECL model to its trade receivables.
For further explanation in this regard, we refer to note 10.
With respect to eCommerce activities, the credit risk is limited by using
country-specific payment methods, and there is collaboration with an
external partner who monitors the creditworthiness of potential eCom-
merce customers.
Macro-economic risk
The impact of the macro-economic environment is monitored by
Management and action is taken as needed.
The inflation in 2023 affects supply through costs and demand through
purchasing power. Pricing takes into account both rising costs and declin-
ing purchasing power.
The macro-economic factors impact the impairment tests on goodwill,
brand names with indefinite useful lives and participations in associ-
ated companies, as well as on the calculation of the pension provision,
in particular :
•
increased interest rates and uncertainties in the market impact the
discount rates to be applied;
• current market conditions are reflected in the WACC & discount rates
applied in the impairment analyses and in the assumptions applied to
the actuarial calculation of the pension provision;
• the impact of inflation & increased interest costs was included in the
budgets used for the impairment tests and the sensitivity analyses.
| 73 |
Liquidity and cash flow risk
The liquidity and cash flow risk is rather limited thanks to the large opera-
tional cash flow and the net cash position (60.6 million euro). Credit lines
worth more than 10 million euro are also available. The Group has no
borrowings with fixed repayments.
Risk of interruptions in the supply chain
Adequate measures have been taken in several areas to minimize inter-
ruptions in the supply chain and deal with any such interruptions that do
occur. Examples of such measures are:
•
The IT department has designed a disaster recovery plan to minimize
the risk of damage from the failure of the computer infrastructure.
Additionally, investments are made to limit the risk of failure of the
computer infrastructure itself.
•
The risks of interruption in deliveries by a supplier and the possible
alternatives (if available) have been identified and are regularly moni-
tored. The creditworthiness of suppliers is also monitored.
• As far as possible, the concentration risk at suppliers is managed by
sufficient diversification. The ten leading material suppliers account for
approximately 60% of purchase costs of material. The largest supplier
accounts for approximately 27% of purchase costs, the second for
approximately 10% and the third for 5%, whereas all other suppliers
account for no more than 4%.
•
Assembly capacity is mainly spread over Tunisia, China and Thailand.
• The raw materials warehouse and the distribution centre are located
at the same site. These warehouses are in separate buildings and both
comply with high safety standards.
• Transparent chain management has been set up in which provisions
and/or any interruptions are proactively identified so that action can
be taken.
Moreover, business risks as a consequence of a potential interruption
are covered by insurance. Adequate measures have been taken in con-
sultation with insurers who also regularly inspect the various locations.
Risk of overvalued stock
Van de Velde’s business model entails risks with regard to raw materi-
als and finished products. Raw materials are ordered and production is
launched before we have full insight into the orders. As far as possible,
Van de Velde attempts to concentrate this risk at the level of raw materials
rather than finished products.
Van de Velde also applies a strict policy regarding write-downs on
inventories:
• The value of finished products for which sales are declining is written
down at the end of the season or during the following season. These
finished products are fully written off in the subsequent year.
•
If there is no further need for additional production, the related raw
materials are written off completely.
Product risk
Sales are spread over about 44,000 stock references, more than 13,000
of which are changed every season. Therefore, sales do not depend on
the success of any one model.
Compliance and regulatory risks
Van de Velde Group is subject to federal, regional and local laws and
regulations in each country in which it operates. Such laws and regulations
relate to a wide variety of matters, such as data security, privacy, product
liability, health and safety, import and export, occupational accidents,
employment practices and the relationship with associates (regarding
overtime and workplace safety among other things), tax matters, unfair
competitive practices and similar regulations.
Compliance with, or changes in, these laws could reduce the revenues and
profitability of the Group and could affect its business, financial conditions
or the results of operations.
Van de Velde Group has been subject to and may in the future be subject
to allegations of violating certain laws and/or regulations. Such allegations
or investigations or proceedings may require the Group to devote signifi-
cant management resources to defending itself. In the event that such
allegations are proven, Van de Velde may be subject to significant fines,
damages awards and other expenses, and its reputation may be harmed.
Van de Velde Group actively strives to ensure compliance with all laws
and regulations to which it is subject. A degree of insurance has been
taken out to cover some of the above-mentioned risks.
Other operational risks
The Group is also faced with other operational risks which (if possible)
are monitored and for which (if available) correcting actions are taken.
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6
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Independent auditor’s report to the general meeting of
Van de Velde NV for the year ended 31 December 2023
In the context of the statutory audit of the Consolidated Financial Statements) of Van de Velde NV (the “Company”) and its subsidiaries (together
the “Group”), we report to you as statutory auditor. This report includes our opinion on the consolidated balance sheet as at 31 December 2023, the
consolidated income statement and other comprehensive income, the consolidated statement of changes in 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 27 April 2022, in accordance with the proposition by the Board of
Directors following recommendation of the Audit Committee and following recommendation of the workers’ council. Our mandate expires at the
shareholders’ meeting that will deliberate on the Consolidated Financial Statements for the year ending 31 December 2024. We performed the audit
of the Consolidated Financial Statements of the Group during 26 consecutive years. Pursuant to the Regulation on mandatory audit firm rotation, we
must resign as statutory auditor of the Company after the audit of the financial year ending on 31 December 2023.
Report on the audit of the Consolidated Financial Statements
Unqualified opinion
We have audited the Consolidated Financial Statements of Van de Velde
NV, that comprise of the consolidated balance sheet on 31 December
2023, the consolidated income statement and other comprehensive
income, the consolidated statement of changes in equity and the con-
solidated cash flow statement of the year and the disclosures, including
material accounting policy information, which show a consolidated bal-
ance sheet total of € 202.971 thousand and of which the consolidated
income statement shows a profit for the year of € 33.628 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 applica-
ble legal and regulatory requirements in Belgium.
Basis for the unqualified opinion
We conducted our audit in accordance with International Standards 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 current year-end date and have not yet
been approved at national level. Our responsibilities under those stand-
ards are further described in the “Our responsibilities for the audit of the
Consolidated Financial Statements” section of our report.
We have complied with all ethical requirements that are relevant 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 perfor-
mance of our audit and we believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgment,
were of most significance in our audit of the Consolidated Financial
Statements of the current reporting period.
These matters were addressed in the context of our audit of the
Consolidated Financial Statements as a whole and in forming our opin-
ion thereon, and consequently we do not provide a separate opinion on
these matters.
Valuation of goodwill and brands
with an indefinite life
Description of the key audit matter
As a result of different acquisitions in the past, the Group has expressed
goodwill and brands with an indefinite life amounting to respectively € 4,6
million and € 12,3 million. The carrying value of goodwill and brands
together represent 8,3% of the consolidated balance sheet total.
The Group is required to perform an annual impairment test of the cash-
generating units to which goodwill and brands with indefinite useful life
belong.
The valuation of goodwill and brands with an indefinite life is significant
for our audit and therefore considered a key audit matter, because the
valuation process is complex and is influenced by management’s expec-
tations. More specifically regarding the expected growth, in particular
of revenues, of Earnings Before Interest Depreciation and Amortization
(“EBITDA”) and other assumptions used (growth rate and discount rate
(‘WACC’)) of the identified cash flow generating units.
Summary of the procedures performed
Our audit procedures included, among others, the following:
•
Supported by our internal valuation experts, we have analyzed the
Company’s impairment test model including the significant underly-
ing assumptions (long term growth rate beyond the projection period,
impact of the inflation and the discount rate), by comparison to market
information, the Group’s cost of capital and relevant risk factors;
• We have verified the definition of the cash generating units according
to IFRS;
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• We have evaluated management’s assumptions, and compared with
the expected revenue growth, EBITDA percentage on revenue, for all
cash generating units with the Group’s business plan as adopted and
approved by the Board of Directors;
•
We verified the sensitivity analyses prepared by management to under-
stand the impact of reasonable changes in the key assumptions;
•
We considered additional impairment triggers by reading board
minutes, and holding regular discussions with management and the
audit committee;
•
We assessed the adequacy of notes 3 and 4 of the Consolidated
Financial Statements.
Allowance for obsolete inventory
Description of the key audit matter
The total inventory value of the group amounts to € 46,0 million and rep-
resents 22,6% of the consolidated balance sheet total. This inventory value
already takes into account an allowance of € 10,0 million for inventory
items that are considered obsolete. Inventory consists of raw materials,
work in progress, finished goods and merchandise goods.
The Group values inventory at the lower of cost or net realizable value.
The allowance for obsolete inventory is calculated based on the ageing
and the expected turnover of the inventory items.
The allowance for obsolete inventory is significant for our audit, and
therefore considered a key audit matter, because of the magnitude
of the amount, and due to the uncertainties related to management’s
judgment regarding budgeted turnover as well as the applied allowance
percentages.
Summary of the procedures performed
Our audit procedures included, among others, the following:
•
We have evaluated the design of the internal control process for inven-
tory allowance.
•
We have analyzed the calculation for the allowance for obsolete inven-
tory and verified that the calculation was applied consistently;
• We have tested the accuracy of the applied ageing data of inventory
by means of a sample test of inventory items;
•
We have evaluated management’s estimates of budgeted sales on
inventory products;
• We have discussed the applied allowance percentages with manage-
ment and analyzed based on the actual sales of impaired inventory
in the past year;
•
We have compared the evolution of the allowance of the inventory
year over year relative to, on the one hand, the types of inventory
items (raw materials versus finished product) and on the other hand
relative to the fashion sensitivity of the items (stayers versus specific
summer – winter collections);
•
We have checked the completeness and adequacy of note 9 of the
Consolidated Financial Statements.
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 accord-
ance 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 misstate-
ment, 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 misstate-
ment, 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 mis-
statement 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 norma-
tive framework that applies to the audit of the Consolidated Financial
Statements in Belgium. However, a statutory audit does not provide assur-
ance about the future viability of the Company and the Group, nor about
the efficiency or effectiveness with which the board of directors has taken
or will undertake 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 professional
judgment and we maintain professional skepticism throughout the audit.
We also perform the following tasks:
• identification and assessment of the risks of material misstatement
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 appro-
priate 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, intentional 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 expres-
sing an opinion on the effectiveness of the Company’s internal control;
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•
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 opi-
nion. 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 respon-
sible for directing, supervising and performing the audits of the subsidiar-
ies. 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 state-
ment 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 the Audit Committee within the
Board of Directors, we determine those matters that were of most signifi-
cance in the audit of the Consolidated Financial Statements of the current
period and are therefore the key audit matters. We describe these matters
in our report, unless the law or regulations prohibit this.
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.
Responsibilities of the auditor
In the context of our mandate and in accordance with the additional
standard to the ISA’s applicable in Belgium, it is our responsibility to verify,
in all material respects, the Board of Directors’ report on the Consolidated
Financial Statements, the non-financial information attached to the Board
of Directors’ report, as well as to report on these matters.
Aspects relating to Board of Directors’ report
In our opinion, after carrying out specific procedures on the Board of
Directors’ report, the Board of Directors’ report is consistent 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 Statements, 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 another information included in the Board of Director’s
report, namely:
• section “Consolidated key figures 2023”
•
section “Concise version of the statutory financial statements and the
statutory annual report of Van de Velde NV”
contain any material inconsistencies or contains information that is inac-
curate or otherwise misleading. In light of the work performed, there are
no material inconsistencies to be reported.
The non–financial information required by article 3:32, § 2, of the Code of
companies and associations has been included in the Board of Directors’
report on the Consolidated Financial Statements. The Company has pre-
pared this non-financial information based on Global Reporting Initiative.
However, we do not comment on whether this non-financial information
has been prepared, in all material respects, in accordance with Global
Reporting Initiative.
Independence matters
Our audit firm and our network have not performed any services 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.
No additional services, that are compatible with the audit of the
Consolidated Financial Statements as referred to in Article 3:65 of the
Code of companies and associations and for which fees are due, have
been carried out.
European single electronic format (“ESEF”)
In accordance with the standard on the audit of the conformity of the
financial statements with the European single electronic format (here-
inafter “ESEF”), we have carried out the audit of the compliance of the
ESEF format with the regulatory technical standards set by the European
Delegated Regulation 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 (hereinafter ‘the digital
consolidated financial statements’) included in the annual financial report
available on the portal of the FSMA (https://www.fsma.be/en/data-portal).
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In our responsibility to obtain sufficient and appropriate supporting evi-
dence to conclude that the format and markup language 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
included in the annual financial report available on the portal of the FSMA
(https://www.fsma.be/en/data-portal) of Van de Velde NV per
31 December 2023 are, in all material respects, in accordance with the
ESEF requirements under the Delegated Regulation.
Due to the technical limitations inherent in the tagging of consolidated
financial statements using the ESEF format, it is possible that the content
of certain tags in the accompanying notes is not reproduced in an identical
manner as in the consolidated financial statements attached to this report.
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.
Gent, 22 March 2024
EY Bedrijfsrevisoren BV
Statutory auditor
Represented by
Francis Boelens *
Partner
* Acting on behalf of a BV/SRL
23FB0154