Corestate Capital Holding S.A.  

Annual Accounts  

For the year ended 31 December 2023  

(with the report of the Reviseur d???Entreprises agr???? thereon)  

TABLE OF CONTENTS:  

Management Report  

page 1 - 15  

Report of the R??viseur d'Enterprises agr????  

page 16 - 21  

Balance Sheet  

page 22 - 26  

Pro???t and Loss Account  

page 27 - 28  

Notes to the Annual Accounts  

page 29 - 95  

9-11, Grand-Rue  

L-1661 Luxembourg,  

Grand Duchy of Luxembourg  

R.C.S. Luxemburg: B199780  

Corestate Annual Report 2023  

Corestate Capital Holding S.A.  

MANAGEMENT REPORT  

For the year ended 31 December 2023  

MANAGEMENT REPORT  

FOUNDATIONS  

The management of Corestate Capital Holding S.A. (hereafter "CCH SA", or ???the  

Company???) presents the Company???s audited annual accounts for the year ended  

31 December 2023.  

Corestate Capital Holding S.A. is an investment manager and co-investor in the real asset  

investment management sector. The group focus on its core business real estate equity  

and real estate debt. The Company saw itself as a manager for the entire length of the real  

estate value chain.  

Based upon its fully integrated real estate platform, it was able to o???er investors a wide  

range of services, especially the opportunity to invest in large-scale societal trends such  

as urbanization, demographic shifts or sustainability ??? trends that will continue to have a  

decisive in???uence on the living and working environment in the long term.  

The consistent focus on asset classes that will be successful in the long run constituted  

a central cornerstone of the Company??s strategy. The Group o???ered clients and investors  

a full range of services and consultation from a single source, from project ???nancing and  

real estate management to sales. Corestate is listed in the General Standard segment of  

the Frankfurt Stock Exchange and operates as a business partner for institutional and  

semi-institutional investors as well as international high-net-worth private investors in 11  

countries across Europe, with o???ices in Luxembourg, Frankfurt, Munich, Zurich, Paris and  

Madrid.  

CAPITAL MARKET, DEVELOPMENT AND PERFORMANCE  

Financial restructuring  

During the year 2023, the Company has continued with the ???nancial restructuring  

program ??? initiated the year before ??? in order to solve the ???nancing and liquidity situation  

as a result of the market downturn.  

As such, in January 2023, the suspensive conditions from the bondholder resolutions of  

28 November 2022, regarding Corestate???s 2022 convertible bond and 2023 bond, were  

ful???lled.  

A creditors??? meeting was held on 14 April 2023 to address both the senior unsecured and  

convertible bonds, resulting in their extension until 31 July 2023. Interest payments were  

deferred, and certain termination rights were waived to allow Corestate additional time to  

implement critical reorganization steps necessary for ???nancial restructuring. In May  

Corestate Annual Report 2023  

1

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

approved an alternative restructuring concept. This included an increase in bridge  

???nancing from ??? 25m to ??? 37m, involving both existing and new investors.  

In June 2023, the creditors??? meetings approved, by a large majority, amendments to the  

bond terms, including a reduction of the total nominal volume from ??? 488.3m to  

approximately ??? 105.5m, modi???cations to the bond conditions, and a request to transfer  

the stock market listing from the Prime Standard to the General Standard segment.  

In August 2023, the debt restructuring and recapitalization were completed, based on the  

resolutions passed by the creditors??? meeting and General Meetings in June and July 2023.  

This included a reduction in the ???nancial liabilities from bonds by around 78% waiver by  

creditors of bond obligations for an amount of ??? 394.1m out of which ??? 382.8m is related  

to bond nominal amounts and ??? 11.6m relates to interest due and an extension of the  

term until 31 December 2026. Further, a capital reduction was executed, decreasing the  

Group??s issued share capital by ??? 2,558,497.50 to ??? 6,174.00, without any cancellation  

of shares or any payments to shareholders. Immediately thereafter, a capital increase  

was carried out, raising the share capital by ??? 23,826.00 to ??? 30,000.00 through the  

issuance of 132 million new shares to the bondholders and to the management.  

Business operations  

The Company operates a fully integrated business model covering residential and  

commercial real estate. Its primary geographic focus remains Germany, complemented  

by selective activities in key European markets including France, the United Kingdom,  

Austria, Switzerland, Poland and Spain. The Company maintains signi???cant o???ices in  

Germany, Switzerland, Spain, France and the United Kingdom.  

Activities in the ???eld of Research and Development  

As part of its business purpose, Corestate has no technological research and  

development activities and is not dependent on licenses and patents.  

Branches of the Company  

The Company did not operate any branches in 2023.  

Capital structure  

In October 2023, Corestate Capital Holding S.A. transitioned from the Prime Standard to  

the General Standard segment of the Frankfurt Stock Exchange. The Company also has  

Notes and Bonds listed on the Frankfurt Stock Exchange (FSE). There are no restrictions  

on the transfer of the Company???s traded securities.  

Company???s shares  

During the ???nancial year 2023, based upon the resolutions passed by the creditors???  

meeting and General Meetings in June and July 2023, the debt restructuring and  

Corestate Annual Report 2023  

2

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

recapitalization were completed in August 2023. This included a reduction in the ???nancial  

liabilities from bonds by around 78% and an extension of the term until 31 December  

2026. Further, a capital reduction was executed, and 132 million new shares were issued  

to the bondholders and to the management. As of 31 December 2023, the Company???s  

shares amounted to 166,159,451 ordinary shares.  

Own shares  

During the ???nancial year, the Company did not have own shares. However, as of 31  

December 2023, Corestate Capital Advisors GmbH (an a???iliated undertaking) held  

16,390,892 shares of the Company, representing 9.86% of the total shares.  

Likely future developments  

The Group???s future strategy focused not only on the successful implementation of the  

restructuring concept, but also on transition to a streamlined structure with  

concentration on its operating subsidiaries, while divesting non-core assets. In  

September 2023, the Company decided to discontinue the banking business  

consolidated under Corestate Bank GmbH and return its securities license, positioning  

itself as a management holding with distinct operating subsidiaries.  

The strategic realignment is complemented by a rigorous cost-cutting program, which  

reduces non-essential expenditures and streamlines operations. This initiative, alongside  

the company???s comprehensive restructuring, aligns operational costs with its newly  

de???ned asset management-focused strategy.  

In essence, Corestate??s strategic realignment aims to bolster liquidity and recalibrate its  

business strategy toward investment and asset management mandates.  

FINANCIAL RISK MANAGEMENT  

Risk Identi???cation  

Risk identi???cation is an ongoing process and deals with the question of what risks exist.  

The Company is exposed to the following main risks arising from its ???nancial instruments:  

???

Market risk  

???

Counterparty default risks  

???

Liquidity risk  

???

Operational risks (including compliance risks)  

The Management Board has overall responsibility for the establishment and oversight of  

the Company's risk management framework. The Company maintains an advanced  

group-wide risk management system that covers the risks of the Company as well as its  

subsidiaries.  

Corestate Annual Report 2023  

3

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

CCH SA applies the Group???s risk management framework, which is based on the ???Three  

Lines of Defense??? model. Risk management represents the second line of defense and  

ensures appropriate monitoring of risks at both the Company and Group levels. Risks  

identi???ed in the Company and in the subsidiaries are consolidated into quarterly reports  

submitted to the Management Board and the Supervisory Board. Material risks are also  

communicated on an ad-hoc basis. Local risk managers in regulated entities report  

functionally to the Group Chief Risk O???icer, who oversees all Group risks with the support  

of a dedicated IT system.  

For its stand-alone operations, CCH SA relies on these Group-wide processes to ensure  

that its ???nancial and operational risks are adequately identi???ed, assessed, and  

monitored.  

Corestate has established a risk management system at Group level which considers the  

risks of the holding company as well as the risks of the subsidiaries. For this purpose,  

Corestate has appointed a Group Chief Risk O???icer. A team is assigned to him, further he  

can also draw on dedicated persons in all subsidiaries of Corestate. In accordance with  

the ???three lines of defense??? theory, the risk management department operates within the  

second line of defense.  

The Company maintains an advanced group-wide risk management system with the  

???three lines of defense??? model. This system covers the risks of the Company as well as its  

subsidiaries. It complies with the requirements of the respective supervisory authorities.  

According to this model, Corestate???s risk management forms the second line of defense  

and meets the highest market standards. All reported risks from Corestate entities are  

consolidated into quarterly group risk reports submitted to the Management Board and  

the Supervisory Board.  

The following risk type scheme, which is based on the regulatory minimum requirements  

for the regulated subsidiaries and is therefore also applied at Group level, serves as the  

identi???cation grid. Accordingly, a distinction is made between the following types of risk,  

which are de???ned for Corestate as shown below. All identi???ed risks are meaningfully  

sorted into one of the following four risk categories.  

Market price risks  

Market price risks relate to the possibility of negative changes in value due to unexpected  

changes in the underlying market parameters. The term market price risk therefore covers  

risks that arise because investments initiated by Corestate do not develop as forecast.  

This directly a???ects investments made by a group company itself, i.e. separate investment  

funds are out of scope (see below). These investments can be used to be sold into an  

investment fund later (so-called warehousing). Risks of investments of investment funds  

do not a???ect individual companies or Corestate per se. These risks only have relevance  

beyond the investment assets if they radiate to the companies of Corestate, e.g. via  

Corestate Annual Report 2023  

4

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

damage to reputation or lost legal disputes. In these cases, the radiance to Corestate is  

usually accompanied by a previous product, system or process de???ciency or by human  

error within Corestate. Consequently, such risks are included in the category ???operational  

risk???.  

Market price risks can comprise all investment classes (i.e. real estate, other real assets,  

equities, commodities, ???xed income and credit). They therefore include interest rate risks.  

Within market price risks, general market risk must be distinguished from investment-  

speci???c risks (speci???c market risk and event risk). General market risk is the risk arising  

from the development of the market in which Corestate operates.  

Speci???c market risk and event risk relates to developments in individual companies or  

assets or sub-groups of companies or assets.  

Counterparty default risks  

Counterparty default risks are de???ned as risks that involve the danger of partial or  

complete default of contractually agreed payments. They include counterparty risk.  

As with market price risks, counterparty default risks in the investment assets (e.g. default  

of tenants in commercial properties or lessees of moveable assets) do not a???ect  

Corestate per se for the time being. Only if there are suspected spillover e???ects on  

Corestate are corresponding risks included in this category.  

Liquidity risks  

Liquidity risks are dangers that arise from the lack of su???icient ???nancial resources. On the  

one hand, this includes liquidity risk in the narrower sense, which consists of the risk that  

Corestate companies will not be able to meet their current and future payment  

obligations in full or on time (e.g. due to the loss of existing sources of ???nancing). On the  

other hand, it contains risks resulting from the increase in the cost of ???nancing sources  

(funding risk).  

Here, too, a corresponding distinction is made between risks of the investment assets  

and risks of Corestate, as already mentioned.  

Operational risks  

Operational risks (including compliance risks) are de???ned as the risk of losses caused by  

the inadequacy or failure of technology and infrastructure, employees, internal processes  

or external in???uences. The de???nition includes legal risks, because the business activities  

of Corestate are subject to the general conditions of tax, environmental, investment,  

rental and construction law, among others.  

Corestate Annual Report 2023  

5

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

Operational risk generally consists of many possible risk scenarios that are attributable  

to very di???erent failure aspects of individual risk causes, or several of those at the same  

time.  

A sub-risk is so-called compliance risk. This involves the risk of violation or infringement  

of internal or external rules. Risk consequences can be:  

???

monetary losses resulting from inadequate procedures or processes (e.g. ???nes or  

loss of licenses and approvals)  

???

damage to reputation (e.g. because companies of Corestate are subject of o???icial  

investigation proceedings).  

Geopolitical situation involving Russia and Ukraine  

Geopolitical instability and con???icts continue to overshadow the impact on the current  

business environment of Corestate (war in the Ukraine since March 2022, the sanctions  

imposed on Russia, potential countermeasures by Russia). The War has been widely  

condemned, and sanctions have been imposed by Germany, the European Union, and  

other nations against Russia, Russian companies, and individuals. The Company has no  

direct exposure to Ukraine or Russia but is a???ected indirectly. Higher energy and heating  

costs have increased operating expenses and may a???ect tenants??? ability to pay rent.  

Rising in???ation and market volatility have also increased borrowing costs and may limit  

growth. Additionally, the arrival of refugees in Germany has strained the residential real  

estate market. The full e???ects remain uncertain and will depend on the War???s duration,  

outcome, and the distribution of refugees. Further escalation could involve other  

countries, with unpredictable impact on the Company.  

DISCLOSURE PURSUANT TO ARTICLE 11 OF THE LUXEMBOURG LAW  

ON TAKEOVERS OF 19 MAY 2006  

The information required by article 10.1 of Directive 2004/25/EC of the European  

Parliament and of the Council of 21 April 2004 on takeover bids, as implemented by article  

11 of the Luxembourg law on takeovers of 19 May 2006 (as amended), is set forth below:  

(a) With regard to article 11(1)(a) and (c) of the Takeover Law (capital structure), the  

relevant information is available under Note C.10.1 and C.10.2 of the Annual  

Accounts. In addition, the Company???s shareholding structure showing each  

shareholder owning 5% or more of the Company???s share capital is available below  

and on the Company???s website, where the shareholding structure chart is updated  

as per shareholder noti???cations on a regular basis. Please refer to www.corestate-  

capital.com under ???Shareholders??? ??? ???Share??? ??? ???Shareholder Structure???, where the  

shareholding structure chart is regularly updated.  

(b) With regard to article 11(1)(b) of the Takeover Law, 34,193,808 ordinary shares of  

the Company (20.6% of total share amount) are admitted to trading on the  

regulated market of the Frankfurt Stock Exchange (Prime Standard) by September  

Corestate Annual Report 2023  

6

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

2023, and from October 2023 on the regulated market of the Frankfurt Stock  

Exchange (General Standard). They are freely transferable according to the  

Company???s articles of association (the ???Articles of Association???). The articles of  

association of the Company do not contain any restrictions on the transfer of  

shares. Certain senior management members may hold shares subject to lock-up  

periods as part of compensation packages.  

(c) In accordance with the requirements of Article 11(1)(c) of the Takeover Law, the  

following signi???cant shareholdings were reported to the Company until  

31 December 2023:  

Percentage of  

Type of shares  

Number of shares  

voting rights  

Shares admitted to trading  

34,193,808  

20.6%  

Shares issued in March and July 2023 which  

131,965,643  

79.4%  

are not admitted to trading*  

Total number of shares  

166,159,451  

100.0%  

* Of the shares not yet admitted to trading, the Company???s a???iliated undertaking, Corestate Capital  

Advisors GmbH, held 16,390,892 shares, representing 9.86% of the total shares.  

Total number of Corestate Capital Holding S.A shares as of 31 December 2023:  

166,159,451.  

(d) The articles of association contain no restrictions on voting rights.  

(e) With regard to article 11(1)(e) of the Takeover Law, Control rights of shares issued  

under employee share schemes are exercised directly by the respective  

employees. Accordingly, no speci???c control mechanisms apply to such schemes.  

The key terms and conditions in relation to the Company???s incentive share plan  

and Share-based payment agreements are described under Note E of the Annual  

Accounts.  

(f) With regard to article 11(1)(f) of the Takeover Law, the Articles of Association  

impose no voting rights limitations. However, the sanction of suspension of voting  

rights automatically applies, subject to the Transparency Law to any shareholder  

(or group of shareholders) who has (or have) crossed the thresholds set out in the  

Transparency Law but have not noti???ed the Company accordingly. In this case, the  

exercise of voting rights relating to the shares exceeding the fraction that should  

have been noti???ed is suspended. The suspension of the exercise of voting rights is  

lifted the moment the shareholder makes the noti???cation.  

(g) With regard to article 11(1)(g) of the Takeover Law, as of 31 December 2022, no  

known shareholder agreements exist that would restrict the transfer of securities  

or voting rights within the meaning of the Transparency Directive.  

(h) With regard to article 11(1)(h) of the Takeover Law, of the Articles of Association,  

the members of the Board of Directors of the Company (the ???Board???) shall be  

Corestate Annual Report 2023  

7

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

elected by the shareholders at their annual general meeting by a simple majority  

vote of the shares present or represented.  

Appointment and replacement of Management Board members and amendments to the  

articles of association remain as follows:  

???

Management Board members are appointed by the Supervisory Board or, in case  

of a vacancy, by the remaining Management Board members until the next  

Supervisory Board meeting.  

???

Terms of o???ice do not exceed three years, with eligibility for reappointment and  

reelection after such term.  

???

Management Board members may be removed or replaced at any time by  

resolution of the Supervisory Board.  

???

Amendments to the articles require a general meeting with speci???c quorum and  

voting requirements as set out by law and the articles.  

???

Further details on the rules governing the appointment and replacement of a  

member of the Board are set out in the section ???Corporate Governance??? of these  

Annual Accounts.  

???

According to article 18 of the Articles of Association, any amendment to the  

Articles of Association made by the general meeting of shareholders shall be  

adopted with a quorum and majority pursuant to article 450-3 of the law of 10  

August 1915 on commercial companies, as amended (the ???1915 Law???).  

???

According to article 14 of the Articles of Association, any amendment to the  

Articles of Association made by the general meeting of the shareholders shall be  

adopted if (i) more than one half of the share capital is present or represented and  

(ii) a majority of at least two-thirds of the votes validly cast are in favour of adopting  

the resolution. In case the ???rst condition is not reached, a second meeting may be  

convened, which may deliberate regardless of the proportion of the share capital  

represented and at which resolutions are taken at a majority of at least two-thirds  

of votes validly cast.  

???

With regard to article 11(1)(k) of the Takeover Law, no agreements exist with  

Management Board members or employees providing compensation upon  

resignation, dismissal without cause, or cessation due to a takeover bid, beyond  

mandatory severance under Luxembourg law.  

???

There are no signi???cant agreements that would be triggered or changed by a  

change of control following a takeover bid.  

Corestate Annual Report 2023  

8

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

CORPORATE GOVERNANCE STATEMENT  

Corporate Governance foundations  

The Company operates under a three-tier governance structure comprising the Annual  

General Meeting, the Supervisory Board, and the Management Board, based on  

Luxembourg corporate law and the Company???s Articles of Association.  

Shareholders exercise their rights at the Annual General Meeting, deciding on key matters  

such as pro???t allocation, capital measures, amendments to the Articles, and the  

discharge of board members. They also vote in a non-binding manner on the Company???s  

remuneration policy and report. All relevant documents and voting results are made  

publicly available on the Company???s website.  

The Management Board manages the Company independently and de???nes its corporate  

strategy in close coordination with the Supervisory Board. The Supervisory Board  

oversees and advises the Management Board but is not involved in operational decisions,  

despite from certain business transactions which, according to the Company's Articles  

of Association, require the approval of the Supervisory Board. It also appoints  

Management Board members and sets their compensation via its nomination- and  

remuneration Committee.  

The Company applies diversity policy. Diversity is an important value and integral to  

sound governance and sustainable business practices of the Company. The Company is  

engaged to foster a broad range of perspectives and competences within its leadership  

and enhance e???ective oversight.  

The Company??s diversity policy speci???cally addresses age, gender, educational and  

professional backgrounds, geographical provenance, minority/vulnerable groups, and  

disability.  

The key objectives of the diversity policy include:  

???

Enhancing decision-making: bringing diverse perspectives to facilitate  

independent opinions and constructive discussion.  

???

E???ective risk oversight: Ensuring the board is equipped to identify and manage a  

broad spectrum of risks.  

???

Talent attraction/retention: fostering an inclusive culture to attract and retain high-  

quality talent.  

???

Compliance: meeting legal and regulatory requirements for diversity disclosure.  

???

Re???ecting stakeholder diversity: ensuring the board's composition re???ects the  

company's employees, customers, and the broader society it operates in.  

The diversity policy has been well implemented in the Company during various business  

activities:  

Corestate Annual Report 2023  

9

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

???

Recruitment and selection: incorporating diversity considerations into the search  

and nomination process for new board members.  

???

Monitoring: regularly benchmarking the current diversity within the management  

bodies against set targets.  

???

Training: providing training to board members and management on diversity and  

inclusion best practices.  

???

Succession planning: ensuring a diverse pipeline of potential future leaders is  

considered.  

As of the end of the ???nancial year 2023 the Company achieved:  

???

50% of board members are women and 33% of employees are women.  

???

The average age of board members is 54 years old. The average age of employees  

is 54 years old.  

???

Board members possess professional backgrounds spanning consulting, ???nance,  

legal, technology and human resource.  

The Company is fully committed to high standards of corporate governance, transparency  

and responsible corporate management. Although not legally required to comply with a  

speci???c corporate governance code, the Company has voluntarily aligned itself  

extensively with the principles of the German Corporate Governance Code (GCGC) since  

2018 and already complies with most of its recommendations. In accordance with the  

applicable scope, the Company has declared that it does not deviate from the relevant  

GCGC recommendations. At the same time, the Company continues to enhance its  

governance framework in line with international best practices.  

Corporate governance at the Company is exercised by the Management Board and  

Supervisory Board, which includes a majority of independent directors and is supported  

by senior management with extensive industry experience. To ensure e???ective oversight,  

the Board has established key committees, including the Audit Committee, Corporate  

Governance Committee and Nomination and Remuneration Committee. These  

committees support the implementation of the Company???s long-term strategic objectives  

and help maintain the trust of shareholders, bondholders and other stakeholders.  

Compliance remains a fundamental part of the Company???s governance system. The  

compliance management framework is regularly reviewed and further developed to  

ensure adherence to applicable laws, regulatory requirements and internal policies. It  

aims to prevent risks, avoid legal violations and strengthen compliance awareness across  

the organization.  

Overall, the Company remains committed to maintaining robust governance and  

transparency standards while continuously advancing its environmental, social and  

governance (ESG) practices throughout its business activities.  

Corestate Annual Report 2023  

10  

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

Annual General Meeting  

On 15 June 2023 an extraordinary general meeting (the First Meeting) of the shareholders  

of the Company was held in Luxembourg.  

At the First Meeting, less than one half (1/2) of the share capital of the Company was  

represented. Thus, the First Meeting did not meet the requirements of article 10.2 of the  

articles of association of the Company (the Articles) and article 450-3(2) of the  

Luxembourg law of 10 August 1915 on commercial companies, as amended. Thus, the  

First Meeting could not validly deliberate on all the proposed matters on its agenda.  

Therefore, the Management Board and the Supervisory Board of the Company, in  

accordance with article 10.2 of the Articles, have reconvened all shareholders to another  

extraordinary general meeting of the shareholders of the Company, which was held on 14  

July 2023. All of the items on the agenda were carried by a majority.  

Compliance, Code of Conduct and Data Protection  

The Company follows strict Codes of Conduct and compliance learning programs.  

The internal Employee Code of Conduct forms a mandatory part of all employment  

contracts and covers key policies such as the Anti-Corruption Policy, Anti-Discrimination  

Policy, Whistleblowing Policy and Data Protection Policy. Externally, business partners are  

required to comply with the Company???s dedicated Business Partner Code of Conduct. All  

employees participate in a structured compliance training program, which includes  

video-based learning modules and regular seminars conducted by legal experts. The  

Employee Code of Conduct also de???nes clear reporting channels for potential violations  

and outlines procedures for investigations and disciplinary measures where necessary.  

All Codes of Conduct are accessible in a dedicated section of the Company???s internal  

website.  

Management Board  

Pro???le  

The Company is administered by a Management Board that is vested with the powers to  

perform and manage in the Company???s best interests.  

The Management Board represents the shareholders as a whole and makes decisions  

solely in the Company???s best interests and independently of any con???icts of interest. The  

Management Board and senior management regularly evaluate the e???ective ful???lment of  

their remit and compliance with strong corporate governance standards. This evaluation  

is also performed by the Audit Committee.  

Developments  

Based on a preceding condition under the ???nancial restructuring agreement, Stephan  

G??tschel was appointed as Chief Restructuring O???icer (CRO) with e???ect as of 1 January  

Corestate Annual Report 2023  

11  

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

2023 for the transition period meaning the time until the operational restructuring has  

been successfully implemented.  

With e???ect from 4 May 2023 Dr. Nedim Cen, previously chairman of the Supervisory  

Board, joined the Management Board of Corestate Capital Group as Chief Executive  

O???icer ("CEO"). In addition, Dr. Nedim Cen has also been responsible for the Company???s  

???nances as Chief Financial O???icer ("CFO") since 1 June 2023.  

Izabela Danner, Management Board member of Corestate Capital Group as Chief  

Operating O???icer (???COO???) since 8 March 2022 additionally took over the role as Chief  

Investment O???icer (???CIO???) of the Group???s Real Estate Equity Division as of 1 January 2023.  

On 4 May 2023, Stephan G??tschel left the Management Board.  

The members of the Management Board during the reporting period 2023 until today are  

generally appointed for a term of three years unless otherwise stated and are listed below.  

Once such term of three years has ended, the Supervisory Board and the relevant  

Management Board member shall, if desired, enter into negotiations regarding an  

extension of the term of the relevant service agreement.  

Members of the Management Board  

Name  

Position  

Dr. Nedim Cen  

Chief Executive O???icer and Chief Financial O???icer (since 4  

May 2023 (CEO) and since 1 June 2023 (CFO))  

Izabela Danner  

Chief Operating O???icer and Chief Investment O???icer (since  

7 March 2022 (COO) and since 1 January 2023 (CIO) until  

31 December 2024)  

Udo Giegerich  

Chief Financial O???icer (since 1 August 2021 until 31 May  

2023)  

Stephan G??tschel  

Chief Restructuring O???icer (since 1 January 2023 until 4 May  

2023)  

In addition to the individually agreed base salary, annual bonus payments, and long-term  

share-based incentives, under their service agreements, the Management Board  

members are entitled to ancillary bene???ts that include, among other things, continued  

payment of remuneration in case of sickness or death for a certain period, contributions  

to private health insurance as well as D&O (Directors and O???icers liability insurance) and  

E&O (Errors and Omission) insurance coverage at usual market terms. The Company also  

reimburses all travelling costs and incidental expenses.  

Corestate Annual Report 2023  

12  

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

Supervisory Board  

The Management Board has established a Supervisory Board to provide independent  

advice and support in the Company???s strategic and operational decision-making. The  

Management Board determines the composition, responsibilities and term of the  

Supervisory Board, as well as the appointment and removal of its members. While the  

Supervisory Board does not hold statutory powers under Luxembourg law or the  

Company???s articles of incorporation, it operates according to rules of procedure  

established by the Management Board. Its members serve as an important source of  

guidance, o???ering expertise and counsel to support the Management Board in its  

strategic decisions.  

Work in the Committees  

Audit Committee  

The Supervisory Board has established an Audit Committee and de???nes its composition,  

responsibilities, and term, including the appointment and removal of its members. The  

Committee consists of at least three independent non-executive members and focuses  

on the integrity of the Company???s annual and consolidated ???nancial statements. It  

monitors internal controls, ???nancial reporting processes, and accounting practices, and  

reports regularly to the Management Board on its activities.  

The Audit Committee advises the Supervisory Board on the audit of the ???nancial  

statements, ensures the independence of the external auditor, reviews additional  

services, approves the audit mandate, sets audit priorities, and oversees the auditor???s  

fees.  

In the reporting period, the Audit Committee held four ordinary meetings.  

The Supervisory Board has set up a total of three committees to ensure the e???icient  

performance of its tasks.  

In the reporting year 2023, the Audit Committee was headed as follows:  

From 1 January to 3 May ??? Chairman: Dr. Sven-Marian Berneburg  

From 4 May to year end ??? Chairman: Dr. Carlos E. Mack  

Corporate Governance Committee:  

The Supervisory Board has established a Corporate Governance Committee. The  

Corporate Governance Committee held four meetings throughout the past ???nancial year.  

Deliberations regularly covered speci???c developments of the German Corporate  

Governance Code and internal Compliance issues of the Group.  

In the reporting year 2023, the Corporate Governance Committee was headed as follows:  

From 1 January to year end ??? Chairman: Dr. Bertrand Malmendier.  

Corestate Annual Report 2023  

13  

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

Nomination and Remuneration Committee:  

The Supervisory Board has established a Nomination and Remuneration Committee. The  

Committee???s primary responsibility is to identify suitable candidates for vacant positions  

on the Management Board, with appointments ultimately decided by the Supervisory  

Board. In addition, it prepares all matters related to executive remuneration, including  

recommendations on Management Board compensation and the design and  

enhancement of the Company???s overall remuneration system.  

In the reporting year 2023, the Nomination and Remuneration Committee was headed as  

follows:  

From 1 January to 3 May ??? Chairman: Dr. Nedim Cen  

From 4 May to year end ??? Chairman: Dr. Bertrand Malmendier  

An overview of the current composition of each committee can be found on the  

Company???s website at https://www.corestate-capital.com/en/supervisory-board-  

committees/  

RISK MANAGEMENT SYSTEM  

Corestate has established a risk management system that addresses the risks of the  

Company. For this purpose, Corestate has appointed a Chief Risk O???icer, supported by a  

dedicated team. In line with the ???three lines of defense??? model, the risk management  

function operates within the second line of defense.  

Financial Risk Management  

The Company is exposed to liquidity, operating and other risks. Internal controls are  

designed with four main elements:  

???

Risk avoidance: Planned activities are not carried out if the risk-reward pro???le is  

negative.  

???

Risk reduction: Processes are automated or dual-control principles are applied.  

???

Risk transfer: Risks are transferred by taking out appropriate insurance policies.  

???

Risk diversi???cation: Risk concentrations are avoided by not being dependent on a  

few customers, markets, or assets.  

Corestate Annual Report 2023  

14  

Corestate Capital Holding S.A.  

Management Report (continued)  

For the year ended 31 December 2023  

RESPONSIBILITY STATEMENT  

The annual accounts of Corestate Capital Holding S.A., prepared in accordance with the  

applicable reporting principles for annual accounts, give a true and fair view of the assets,  

liabilities, ???nancial position and pro???t and loss of the Company and the management  

report of the Company includes a fair view of the development of the business, and  

describes the main opportunities, risks, and uncertainties associated with the Company.  

MANAGEMENT BOARD APPROVAL  

Member  

Signature  

Dr. Nedim Cen  

Luxembourg, 19 February 2026  

Corestate Annual Report 2023  

15  

KPMG Audit S.?? r.l.  

Tel: +352 22 51 51 1  

39, Avenue John F. Kennedy  

Fax: +352 22 51 71  

L-1855 Luxembourg  

E-mail: info@kpmg.lu  

Internet:www.kpmg.lu  

To the Shareholders of  

Corestate Capital Holding S.A.  

9-11, Grand Rue  

L-1661 Luxembourg  

Luxembourg  

REPORT OF THE REVISEUR D???ENTREPRISES AGREE  

Report on the audit of the annual accounts  

Qualified Opinion  

We have audited the annual accounts of Corestate Capital Holding S.A. (the "Company"),  

which comprise the balance sheet as at 31 December 2023, and the profit and loss account  

for the year then ended, and notes to the annual accounts, including a summary of significant  

accounting policies.  

In our opinion, except for the possible effects of the matters described in the ???Basis for qualified  

opinion??? section of our report, the accompanying annual accounts give a true and fair view of  

the financial position of the Company as at 31 December 2023, and of the results of its  

operations for the year then ended in accordance with Luxembourg legal and regulatory  

requirements relating to the preparation and presentation of the annual accounts.  

Basis for qualified opinion  

Pallars and Bain  

The Company???s participating interests in Pallars AIF HoldCo S.?? r.l. and Pallars HoldCo S.L.U.  

(collectively ???Pallars???) are carried for a total amount of EUR 4.8 million (EUR 3.7 million and  

EUR 1.1 million respectively) on the balance sheet under caption ???Participating interests??? as  

at 31 December 2023. Further, the Company has an investment in BCC Investments S.?? r.l.  

(???Bain???) for an amount of EUR 3.2 million on the balance sheet under caption ???Investments  

held as fixed assets??? as at 31 December 2023, classified under caption ???Participating interests???  

as at 31 December 2022, following the loss of significant influence during the year.  

We were unable to obtain sufficient appropriate audit evidence about the amounts recorded in  

the balance sheet relating to Pallars and Bain as at 31 December 2023 because we were not  

provided with nor granted access to the financial information of Pallars and Bain.  

Our opinion on the annual accounts for the year ended 31 December 2022 dated 16 December  

2025 was also qualified for the above-mentioned reasons.  

Consequently, we were unable to determine whether any adjustments were necessary to the  

opening and closing balance of the caption ???Participating Interests??? and the closing balance of  

the caption ???Investments held as fixed assets??? in the balance sheet, the caption ???Value  

adjustments in respect of financial assets and of investments held as current assets??? in the  

profit and loss account, as well as the related disclosures.  

Tempelhof Twins TopCo S.?? r.l. (???Tempelhof Twins???)  

During the year, management fully impaired the investment of EUR 0.6 million in Tempelhof  

Twins classified as ???Shares in affiliated undertakings??? and the loans granted to Tempelhof  

Twins for an amount of EUR 2.7 million classified as ???Loans to affiliated undertakings???.  

Because we were not provided with nor granted access to the financial information of  

??2026 KPMG Audit S.?? r.l., a Luxembourg entity and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private  

English company limited by guarantee. All rights reserved. R.C.S Luxembourg B 149133  

Tempelhof Twins, we were not able to determine whether the impairment recorded of EUR 3.3  

million was accurate.  

Consequently, we were unable to determine whether any adjustments were necessary to the  

captions ???Shares in affiliated undertakings??? and ???Loans to affiliated undertakings??? in the  

balance sheet as at 31 December 2023 and in the caption ???Value adjustments in respect of  

financial assets and of investments??? in the profit and loss account for the year then ended, as  

well as the related disclosures.  

We conducted our audit in accordance with the EU Regulation N?? 537/2014, the Law of  

23 July 2016 on the audit profession (the ???Law of 23 July 2016???) and with International  

Standards on Auditing (???ISAs???) as adopted for Luxembourg by the Commission de Surveillance  

du Secteur Financier (the ???CSSF???). Our responsibilities under the EU Regulation N?? 537/2014,  

the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further  

described in the ?? Responsibilities of the ???r??viseur d'entreprises agr??????? for the audit of the  

annual accounts ?? section of our report. We are also independent of the Company in  

accordance with the International Code of Ethics for Professional Accountants, including  

International Independence Standards, issued by the International Ethics Standards Board for  

Accountants (???IESBA Code???) as adopted for Luxembourg by the CSSF together with the ethical  

requirements that are relevant to our audit of the annual accounts, and have fulfilled our other  

ethical responsibilities under those ethical requirements. We believe that the audit evidence  

we have obtained is sufficient and appropriate to provide a basis for our qualified opinion.  

Material Uncertainty related to Going Concern  

We draw attention to note B.1 ???Basis of Preparation??? of the annual accounts, which indicates  

that the Company is in a net current liability position of EUR 73.6 million as at year end (2022:  

EUR 550.7 million).  

In 2023, the Company completed a debt restructuring, which included the waiver by creditors  

of note obligations for an amount of ??? 394.1 million (??? 382.5 million related to note nominal  

amounts and ??? 11.6 million related to interest due), and extended the note repayment deadline  

to 31 December 2026. In December 2025, the Company successfully restructured two  

outstanding instruments, Reinstated 2022 Senior Notes and Reinstated 2023 Senior Notes of  

EUR 40.7 million and EUR 64.8 million (nominal amount) respectively, and agreed with  

noteholders to extend their maturities to 31 December 2028. The Company plans to repay its  

remaining liabilities using mainly from the proceeds of assets expected to be disposed of in the  

future. However, if the value of these remaining assets declines, there is a risk that the  

Company may not be able to resolve its financial obligations.  

As stated in note B.1, these events or conditions, along with other matters as set forth in note  

B.1, indicate that a material uncertainty exists that may cast significant doubt on the Company???s  

ability to continue as a going concern. Our qualified opinion is not modified in respect of this  

matter.  

Key audit matters  

Key audit matters are those matters that, in our professional judgment, were of most  

significance in our audit of the annual accounts of the current period. These matters were  

addressed in the context of the audit of the annual accounts as a whole, and in forming our  

opinion thereon, and we do not provide a separate opinion on these matters.  

Except for the matters described in the Basis for Qualified Opinion and Material Uncertainty  

related to Going Concern sections, we have determined there are no other key audit matters  

to communicate in our report.  

Emphasis of matter ??? Litigation  

We draw attention to note H "Subsequent Events" of these annual accounts which indicates  

that HANSAINVEST Hanseatische Investment GmbH (???HansaInvest???) has filed a claim for  

damages of approximately EUR 550 million against HFS Helvetic Financial Services AG  

(???HFS???), a group subsidiary, subsequent to the year end.  

In November 2025, both parties entered into a settlement agreement to resolve their legal  

dispute through an out-of-court settlement. Our qualified opinion is not modified in respect of  

this matter.  

Other information  

The Management Board is responsible for the other information. The other information  

comprises the information stated in the annual report including the ???Management Report???, but  

does not include the annual accounts and our report of the ???r??viseur d'entreprises agr???????  

thereon.  

Our opinion on the annual accounts does not cover the other information and we do not  

express any form of assurance conclusion thereon.  

In connection with our audit of the annual accounts, our responsibility is to read the other  

information and, in doing so, consider whether the other information is materially inconsistent  

with the annual accounts or our knowledge obtained in the audit or otherwise appears to be  

materially misstated. If, based on the work we have performed, we conclude that there is a  

material misstatement of this other information, we are required to report this fact.  

As described in the Basis for Qualified Opinion section of our report, we were unable to obtain  

sufficient appropriate audit evidence over the Company???s participating interest in Pallars,  

investments held as fixed assets in Bain, shares in affiliated undertakings in Tempelhof Twins,  

and loans to affiliated undertakings in Tempelhof Twins. Accordingly, we were unable to  

conclude whether or not the other information is materially misstated with respect to this  

matter.  

Responsibilities of the Management Board and Those Charged with Governance for the  

annual accounts  

The Management Board is responsible for the preparation and fair presentation of the annual  

accounts in accordance with Luxembourg legal and regulatory requirements relating to the  

preparation and presentation of the annual accounts, and for such internal control as the  

Management Board determines is necessary to enable the preparation of annual accounts that  

are free from material misstatement, whether due to fraud or error.  

The Management Board is responsible for presenting the annual accounts in compliance with  

the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic  

Format (???ESEF Regulation???).  

In preparing the annual accounts, the Management Board is responsible for assessing the  

Company???s ability to continue as a going concern, disclosing, as applicable, matters related to  

going concern and using the going concern basis of accounting unless the Management Board  

either intends to liquidate the Company or to cease operations, or has no realistic alternative  

but to do so.  

Those charged with governance are responsible for overseeing the Company???s financial  

reporting process.  

Responsibilities of the ???r??viseur d???entreprises agr??????? for the audit of the annual  

accounts  

The objectives of our audit are to obtain reasonable assurance about whether the annual  

accounts as a whole are free from material misstatement, whether due to fraud or error, and  

to issue a report of the ???r??viseur d???entreprises agr??????? that includes our opinion. Reasonable  

assurance is a high level of assurance, but is not a guarantee that an audit conducted in  

accordance with the EU Regulation N?? 537/2014, the Law of 23 July 2016 and with ISAs as  

adopted for Luxembourg by the CSSF will always detect a material misstatement when it  

exists. Misstatements can arise from fraud or error and are considered material if, individually  

or in the aggregate, they could reasonably be expected to influence the economic decisions of  

users taken on the basis of these annual accounts.  

Our responsibility is to assess whether the annual accounts have been prepared in all material  

respects with the requirements laid down in the ESEF Regulation.  

As part of an audit in accordance with the EU Regulation N?? 537/2014, the Law of 23 July 2016  

and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment  

and maintain professional skepticism throughout the audit. We also:  

??? Identify and assess the risks of material misstatement of the annual accounts, whether due  

to fraud or error, design and perform audit procedures responsive to those risks, and obtain  

audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk  

of not detecting a material misstatement resulting from fraud is higher than for one resulting  

from error, as fraud may involve collusion, forgery, intentional omissions,  

misrepresentations, or the override of internal control.  

??? Obtain an understanding of internal control relevant to the audit in order to design audit  

procedures that are appropriate in the circumstances, but not for the purpose of expressing  

an opinion on the effectiveness of the Company???s internal control.  

??? Evaluate the appropriateness of accounting policies used and the reasonableness of  

accounting estimates and related disclosures made by the Management Board.  

??? Conclude on the appropriateness of the Management Board's use of the going concern  

basis of accounting and, based on the audit evidence obtained, whether a material  

uncertainty exists related to events or conditions that may cast significant doubt on the  

Company???s ability to continue as a going concern. If we conclude that a material uncertainty  

exists, we are required to draw attention in our report of the ???r??viseur d???entreprises agr???????  

to the related disclosures in the annual accounts or, if such disclosures are inadequate,  

to modify our opinion. Our conclusions are based on the audit evidence obtained up to the  

date of our report of the ???r??viseur d???entreprises agr???????. However, future events or conditions  

may cause the Company to cease to continue as a going concern.  

??? Evaluate the overall presentation, structure and content of the annual accounts, including  

the disclosures, and whether the annual accounts represent the underlying transactions  

and events in a manner that achieves fair presentation.  

We communicate with those charged with governance regarding, among other matters, the  

planned scope and timing of the audit and significant audit findings, including any significant  

deficiencies in internal control that we identify during our audit.  

We also provide those charged with governance with a statement that we have complied with  

relevant ethical requirements regarding independence, and to communicate with them all  

relationships and other matters that may reasonably be thought to bear on our independence,  

and where applicable, actions taken to eliminate threats or safeguards applied.  

From the matters communicated with those charged with governance, we determine those  

matters that were of most significance in the audit of the annual accounts of the current period  

and are therefore the key audit matters. We describe these matters in our report unless law or  

regulation precludes public disclosure about the matter.  

Report on other legal and regulatory requirements  

The signature and issuance of the present report of the ???r??viseur d???entreprises agr???????  

(the ???Report???) are conditional on our appointment by the general meeting of shareholders  

(the ???General Meeting???) of Corestate Capital Holding S.A. (the ???Condition Precedent???). Should  

the Condition Precedent not be fulfilled when the Report will be presented for approval to the  

General Meeting, the Report shall be deemed null and void and shall not produce any legal  

effect. The duration of our uninterrupted engagement, including previous renewals and  

reappointments, will be 2 years.  

Except for the matters described in the Basis for Qualified Opinion section of our report, the  

Management Report is consistent with the annual accounts and has been prepared in  

accordance with applicable legal requirements.  

The accompanying Corporate Governance Statement is included in the ???Management Report???.  

The information required by Article 68ter paragraph (1) letters c) and d) of the law of 19  

December 2002 on the commercial and companies register and on the accounting records and  

annual accounts of undertakings as amended, is consistent with the annual accounts and has  

been prepared in accordance with applicable legal requirements.  

We confirm that the audit opinion is consistent with the additional report to the audit committee  

or equivalent.  

Except for the below, we confirm that the prohibited non-audit services referred to in the  

EU Regulation N?? 537/2014 were not provided and that we remained independent of the  

Company in conducting the audit. On 28 January 2025, we identified that a KPMG member  

firm had provided tax services for the financial period ending 31 December 2023 to a controlled  

subsidiary of Corestate Capital Holding S.A., Hannover Leasing Private Invest Beteiligungs  

GmbH, which is a deviation from the local law in Germany (???Gesetz zur St??rkung der  

Finanzmarktintegrit??t (Finanzmarktintegrit??tsst??rkungsgesetz ??? FISG)???). The services, which  

were finalized before our appointment, were administrative in nature and did not involve any  

management decision-making or participation in any decision-making processes.  

Furthermore, the services did not involve advocating the Company???s interests vis-??-vis the Tax  

Authorities. The work had no direct or indirect effect on the Company???s audited annual  

accounts, and we have estimated that the fees of these services in relation to the total audit  

fees charged are below 5%. In our professional judgement, we confirm that based on our  

assessment of the breach, our objectivity and independence as r??viseur d???entreprises agr????  

has not been compromised. We have discussed the above with the Audit Committee which  

has agreed with our conclusion, given the nature and size of the above-mentioned services.  

We have checked the compliance of the annual accounts of the Company as at 31 December  

2023 with relevant statutory requirements set out in the ESEF Regulation that are applicable  

to annual accounts.  

For the Company it relates to:  

??? annual accounts prepared in a valid xHTML format.  

In our opinion, the annual accounts of Corestate Capital Holding S.A. as at 31 December 2023,  

identified as 529900GNB86RB7HRX793-2023-12-31-0-en.xHTML, have been prepared, in all  

material respects, in compliance with the requirements laid down in the ESEF Regulation.  

Our audit report only refers to the annual accounts of Corestate Capital Holding S.A. as at  

31 December 2023, identified as 529900GNB86RB7HRX793-2023-12-31-0-en.xHTML,  

prepared and presented in accordance with the requirements laid down in the ESEF  

Regulation, which is the only authoritative version.  

Luxembourg, 19 February 2026  

KPMG Audit S.?? r.l.  

Cabinet de r??vision agr????  

Michael Eichm??ller de Souza  

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RCSL Nr. : B199780  

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Annual Accounts Helpdesk :  

eCDF entry date :  

Tel.  

: (+352) 247 88 494  

Email : centralebilans@statec.etat.lu  

BALANCE SHEET  

Financial year from  

to  

01/01/2023  

31/12/2023  

EUR  

(in  

)

03  

01  

02  

Corestate Capital Holding S.A.  

9-11, Grand-Rue  

L-1661 Luxembourg  

ASSETS  

Reference(s)  

Current year  

Previous year  

A. Subscribed capital unpaid  

1101  

101  

102  

I. Subscribed capital not called  

1103  

103  

104  

II. Subscribed capital called but  

unpaid  

1105  

105  

106  

B. Formation expenses  

1107  

107  

108  

C. Fixed assets  

374.965.941,76  

423.299.289,33  

1109  

109  

110  

I. Intangible assets  

C.1  

780.333,03  

1.582.743,46  

1111  

111  

112  

1. Costs of development  

1113  

113  

114  

2. Concessions, patents, licences,  

trade marks and similar rights  

and assets, if they were  

780.333,03  

1.582.743,46  

1115  

115  

116  

a) acquired for valuable  

consideration and need not be  

shown under C.I.3  

516.252,68  

1.186.623,11  

1117  

117  

118  

b) created by the undertaking  

itself  

264.080,35  

396.120,35  

1119  

119  

120  

3. Goodwill, to the extent that it  

was acquired for valuable  

consideration  

1121  

121  

122  

4. Payments on account and  

intangible assets under  

development  

1123  

123  

124  

II. Tangible assets  

C.2  

37.714,94  

62.858,38  

1125  

125  

126  

1. Land and buildings  

1127  

127  

128  

2. Plant and machinery  

1129  

129  

130  

The notes in the annex form an integral part of the annual accounts  

22  

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Reference(s)  

Current year  

Previous year  

3. Other fixtures and fittings, tools  

and equipment  

C.2  

37.714,94  

62.858,38  

1131  

131  

132  

4. Payments on account and  

tangible assets in the course  

of construction  

1133  

133  

134  

III. Financial assets  

C.3  

374.147.893,79  

421.653.687,49  

1135  

135  

136  

1. Shares in affiliated undertakings  

C.3.1  

232.934.099,35  

244.166.407,99  

1137  

137  

138  

2. Loans to affiliated undertakings  

C.3.2  

60.445.017,95  

74.451.764,95  

1139  

139  

140  

3. Participating interests  

C.3.3  

17.815.608,73  

31.332.543,62  

1141  

141  

142  

4. Loans to undertakings with  

which the undertaking is linked  

by virtue of participating  

interests  

2.985.063,96  

8.452.973,47  

1143  

143  

144  

5. Investments held as fixed  

assets  

C.3.4  

58.247.572,41  

61.585.723,92  

1145  

145  

146  

6. Other loans  

C.3.5  

1.720.531,39  

1.664.273,54  

1147  

147  

148  

D. Current assets  

24.574.817,64  

27.015.899,75  

1151  

151  

152  

I. Stocks  

1153  

153  

154  

1. Raw materials and consumables  

1155  

155  

156  

2. Work in progress  

1157  

157  

158  

3. Finished goods and goods  

for resale  

1159  

159  

160  

4. Payments on account  

1161  

161  

162  

II. Debtors  

C.4  

21.447.256,41  

21.035.945,38  

1163  

163  

164  

1. Trade debtors  

C.4  

540.207,80  

603.318,91  

1165  

165  

166  

a) becoming due and payable  

within one year  

540.207,80  

603.318,91  

1167  

167  

168  

b) becoming due and payable  

after more than one year  

1169  

169  

170  

2. Amounts owed by affiliated  

undertakings  

C.4.1  

16.170.925,32  

11.538.977,32  

1171  

171  

172  

a) becoming due and payable  

within one year  

16.170.925,32  

11.538.977,32  

1173  

173  

174  

b) becoming due and payable  

after more than one year  

1175  

175  

176  

3. Amounts owed by undertakings  

with which the undertaking is  

linked by virtue of participating  

interests  

C.4.2  

3.534.499,22  

8.449.633,42  

1177  

177  

178  

a) becoming due and payable  

within one year  

3.534.499,22  

8.449.633,42  

1179  

179  

180  

b) becoming due and payable  

after more than one year  

1181  

181  

182  

4. Other debtors  

C.4.3  

1.201.624,07  

444.015,73  

1183  

183  

184  

a) becoming due and payable  

within one year  

1.201.624,07  

444.015,73  

1185  

185  

186  

b) becoming due and payable  

after more than one year  

1187  

187  

188  

The notes in the annex form an integral part of the annual accounts  

23  

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Reference(s)  

Current year  

Previous year  

III. Investments  

980.000,00  

1189  

189  

190  

1. Shares in affiliated undertakings  

1191  

191  

192  

2. Own shares  

1209  

209  

210  

3. Other investments  

C.5  

980.000,00  

1195  

195  

196  

IV. Cash at bank and in hand  

3.127.561,23  

4.999.954,37  

1197  

197  

198  

E. Prepayments  

C.6  

15.198.349,51  

1.070.215,62  

1199  

199  

200  

TOTAL (ASSETS)  

414.739.108,91  

451.385.404,70  

201  

202  

The notes in the annex form an integral part of the annual accounts  

24  

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CAPITAL, RESERVES AND LIABILITIES  

Reference(s)  

Current year  

Previous year  

A. Capital and reserves  

C.7  

84.004.643,23  

-204.090.874,79  

1301  

301  

302  

I. Subscribed capital  

C.7.1  

30.000,00  

2.564.536,43  

1303  

303  

304  

II. Share premium account  

C.7.3  

564.158.913,56  

561.500.551,37  

1305  

305  

306  

III. Revaluation reserve  

1307  

307  

308  

IV. Reserves  

C.8  

256.245,23  

256.245,23  

1309  

309  

310  

1. Legal reserve  

C.8.1  

256.245,23  

256.245,23  

1311  

311  

312  

2. Reserve for own shares  

1313  

313  

314  

3. Reserves provided for by the  

articles of association  

1315  

315  

316  

4. Other reserves, including the  

fair value reserve  

1429  

429  

430  

a) other available reserves  

1431  

431  

432  

b) other non available reserves  

1433  

433  

434  

V. Profit or loss brought forward  

-768.412.207,82  

98.677.141,25  

1319  

319  

320  

VI. Profit or loss for the financial year  

287.971.692,26  

-867.089.349,07  

1321  

321  

322  

VII. Interim dividends  

1323  

323  

324  

VIII. Capital investment subsidies  

1325  

325  

326  

B. Provisions  

C.9  

13.363.337,41  

16.465.067,28  

1331  

331  

332  

1. Provisions for pensions and  

similar obligations  

1333  

333  

334  

2. Provisions for taxation  

C.9.1  

64.671,23  

64.671,23  

1335  

335  

336  

3. Other provisions  

C.9.2  

13.298.666,18  

16.400.396,05  

1337  

337  

338  

C. Creditors  

C.10  

317.371.128,27  

639.011.212,21  

1435  

435  

436  

1. Debenture loans  

148.139.794,45  

502.240.585,58  

1437  

437  

438  

a) Convertible loans  

C.10.1  

189.974.405,99  

1439  

439  

440  

i) becoming due and payable  

within one year  

189.974.405,99  

1441  

441  

442  

ii) becoming due and payable  

after more than one year  

1443  

443  

444  

b) Non convertible loans  

C.10.2  

148.139.794,45  

312.266.179,59  

1445  

445  

446  

i) becoming due and payable  

within one year  

312.266.179,59  

1447  

447  

448  

ii) becoming due and payable  

after more than one year  

148.139.794,45  

1449  

449  

450  

2. Amounts owed to credit  

institutions  

6.206,08  

115,06  

1355  

355  

356  

a) becoming due and payable  

within one year  

6.206,08  

115,06  

1357  

357  

358  

b) becoming due and payable  

after more than one year  

1359  

359  

360  

The notes in the annex form an integral part of the annual accounts  

25  

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Reference(s)  

Current year  

Previous year  

3. Payments received on account  

of orders in so far as they are  

not shown separately as  

deductions from stocks  

1361  

361  

362  

a) becoming due and payable  

within one year  

1363  

363  

364  

b) becoming due and payable  

after more than one year  

1365  

365  

366  

4. Trade creditors  

C.10.3  

5.453.582,08  

7.442.506,11  

1367  

367  

368  

a) becoming due and payable  

within one year  

5.453.582,08  

7.442.506,11  

1369  

369  

370  

b) becoming due and payable  

after more than one year  

1371  

371  

372  

5. Bills of exchange payable  

1373  

373  

374  

a) becoming due and payable  

within one year  

1375  

375  

376  

b) becoming due and payable  

after more than one year  

1377  

377  

378  

6. Amounts owed to affiliated  

undertakings  

C.10.4  

163.021.268,61  

126.975.502,31  

1379  

379  

380  

a) becoming due and payable  

within one year  

139.814.633,91  

106.334.944,32  

1381  

381  

382  

b) becoming due and payable  

after more than one year  

23.206.634,70  

20.640.557,99  

1383  

383  

384  

7. Amounts owed to undertakings  

with which the undertaking is  

linked by virtue of participating  

interests  

C.10.5  

180.646,53  

134.746,42  

1385  

385  

386  

a) becoming due and payable  

within one year  

180.646,53  

134.746,42  

1387  

387  

388  

b) becoming due and payable  

after more than one year  

1389  

389  

390  

8. Other creditors  

C.10.6  

569.630,52  

2.217.756,73  

1451  

451  

452  

a) Tax authorities  

20.028,20  

1.959.768,76  

1393  

393  

394  

b) Social security authorities  

7.100,32  

3.864,84  

1395  

395  

396  

c) Other creditors  

542.502,00  

254.123,13  

1397  

397  

398  

i) becoming due and  

payable within one year  

542.502,00  

254.123,13  

1399  

399  

400  

ii) becoming due and  

payable after more than  

one year  

1401  

401  

402  

D. Deferred income  

1403  

403  

404  

TOTAL (CAPITAL, RESERVES AND LIABILITIES)  

414.739.108,91  

451.385.404,70  

405  

406  

The notes in the annex form an integral part of the annual accounts  

26  

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RCSL Nr. : B199780  

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Annual Accounts Helpdesk :  

eCDF entry date :  

Tel.  

: (+352) 247 88 494  

Email : centralebilans@statec.etat.lu  

PROFIT AND LOSS ACCOUNT  

Financial year from  

to  

01/01/2023  

31/12/2023  

EUR  

(in  

)

03  

01  

02  

Corestate Capital Holding S.A.  

9-11, Grand-Rue  

L-1661 Luxembourg  

Reference(s)  

Current year  

Previous year  

1. Net turnover  

D1  

18.105.319,68  

17.705.672,27  

1701  

701  

702  

2. Variation in stocks of finished  

goods and in work in progress  

1703  

703  

704  

3. Work performed by the undertaking  

for its own purposes and capitalised  

1705  

705  

706  

4. Other operating income  

D.2  

397.718.774,48  

12.546.761,35  

1713  

713  

714  

5. Raw materials and consumables and  

other external expenses  

-21.799.490,00  

-40.735.266,65  

1671  

671  

672  

a) Raw materials and consumables  

1601  

601  

602  

b) Other external expenses  

D.3  

-21.799.490,00  

-40.735.266,65  

1603  

603  

604  

6. Staff costs  

D.4  

-4.718.144,99  

-7.938.655,27  

1605  

605  

606  

a) Wages and salaries  

-4.702.276,12  

-7.936.173,79  

1607  

607  

608  

b) Social security costs  

-15.868,87  

-2.481,48  

1609  

609  

610  

i) relating to pensions  

1653  

653  

654  

ii) other social security costs  

-15.868,87  

-2.481,48  

1655  

655  

656  

c) Other staff costs  

1613  

613  

614  

7. Value adjustments  

-2.756.509,97  

-1.311.766,90  

1657  

657  

658  

a) in respect of formation expenses  

and of tangible and intangible  

fixed assets  

C.1, C.2  

-827.553,87  

-1.094.762,61  

1659  

659  

660  

b) in respect of current assets  

-1.928.956,10  

-217.004,29  

1661  

661  

662  

8. Other operating expenses  

D.5  

-2.039.901,25  

-8.767.612,03  

1621  

621  

622  

The notes in the annex form an integral part of the annual accounts  

27  

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Reference(s)  

Current year  

Previous year  

9. Income from participating interests  

D.6  

238.432,45  

5.314.900,23  

1715  

715  

716  

a) derived from affiliated undertakings  

238.432,45  

5.314.900,23  

1717  

717  

718  

b) other income from participating  

interests  

1719  

719  

720  

10. Income from other investments and  

loans forming part of the fixed assets  

1721  

721  

722  

a) derived from affiliated undertakings  

1723  

723  

724  

b) other income not included under a)  

1725  

725  

726  

11. Other interest receivable and similar  

income  

D.7  

3.622.983,11  

9.561.695,26  

1727  

727  

728  

a) derived from affiliated undertakings  

1.840.875,26  

7.221.383,77  

1729  

729  

730  

b) other interest and similar income  

1.782.107,85  

2.340.311,49  

1731  

731  

732  

12. Share of profit or loss of  

undertakings accounted for under  

the equity method  

1663  

663  

664  

13. Value adjustments in respect of  

financial assets and of investments  

held as current assets  

D.8  

-79.908.016,99  

-833.986.796,41  

1665  

665  

666  

14. Interest payable and similar expenses  

D.9  

-20.492.499,00  

-19.402.366,99  

1627  

627  

628  

a) concerning affiliated undertakings  

-4.947.471,74  

-3.959.179,52  

1629  

629  

630  

b) other interest and similar expenses  

-15.545.027,26  

-15.443.187,47  

1631  

631  

632  

15. Tax on profit or loss  

D.10  

6.094,74  

-50.086,18  

1635  

635  

636  

16. Profit or loss after taxation  

287.977.042,26  

-867.063.521,32  

1667  

667  

668  

17. Other taxes not shown under items  

1 to 16  

-5.350,00  

-25.827,75  

1637  

637  

638  

18. Profit or loss for the financial year  

287.971.692,26  

-867.089.349,07  

1669  

669  

670  

The notes in the annex form an integral part of the annual accounts  

28  

Corestate Capital Holding S.A.  

Notes to the annual accounts  

For the year ended 31 December 2023  

NOTES TO THE ANNUAL ACCOUNTS  

A. CORPORATE INFORMATION  

Corestate Capital Holding S.A. (hereafter "CCH SA" or "the Company") is a limited liability company (Soci??t?? Anonyme) incorporated under  

Luxembourg law, with registered o???ice at 9-11, Grand-Rue, L-1661 Luxembourg (formerly 4, Rue Jean Monnet, L-2180 Luxembourg), Grand  

Duchy of Luxembourg. The Company was registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et  

des Soci??t??s) (the ???Companies Register???) under number B 199780 on 7 September 2015. CCH SA was established on 21 August 2015 for an  

unlimited period. The Company's ???nancial year starts on 1 January and ends on 31 December of each year.  

The Company applied for the admission of its shares to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange  

(Frankfurter Wertpapierb??rse), and, simultaneously, to the sub-segment thereof with additional post-admission obligations (Prime Standard)  

on 30 October 2017. Commencement of trading (Notierungsaufnahme) of the Shares on the regulated market segment of the Frankfurt Stock  

Exchange (Frankfurter Wertpapierb??rse) took place on 2 November 2017. On 21 June 2023 the Company applied to the Frankfurt Stock  

Exchange to switch its shares, which were listed in the Prime Standard segment, to the General Standard segment. The switch took e???ect on  

29 September 2023. Trading (introduction) of the shares on the General Standard regulated market segment commenced on 2 October 2023.  

BASIC SHARE DATA  

WKN / ISIN  

A141J3 / LU1296758029  

Ticker symbol / Reuters code  

CCAP  

Common Code  

129675802  

Trading segment  

General Standard  

Stock exchange  

Frankfurt  

Type of stock  

No-par value bearer shares  

Corestate Annual Report 2023  

29  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

The Company???s shares (31 December 2023: 166,159,451, 31 December 2022: 34,193,808 ordinary shares) are quoted on a European  

regulated stock exchange (as de???ned by art. 4 paragraph (1) point 14 of the Directive 2004/39/EC of the European Parliament and of the  

Council of 21 April 2004 on markets in ???nancial instruments) which essentially increased the reporting and publishing requirements. The  

Company also prepares consolidated ???nancial statements in accordance with the International Financial Reporting Standards (???IFRS???), as  

adopted by the European Union, which are published according to the provisions of the Luxembourg Law and the exchange rules of the  

Frankfurt Stock Exchange. The Company is included in its consolidated accounts. The annual and consolidated ???nancial statements are  

published in the electronic company register of Germany. Furthermore, the consolidated ???nancial statements are available for download on  

the Company's website (https://corestate-capital.com).  

The main activity of the Company is as follows: Pursuant to article 4 of the Company???s Articles of Association, the purpose of the Company  

is (i) the acquisition, holding and disposal, in any form, by any means, whether directly or indirectly, of participations, rights and interests in,  

and obligations of, Luxembourg and foreign companies or other assets including but not limited to real estate assets, (ii) the acquisition by  

purchase, subscription, or in any other manner, as well as the transfer by sale, exchange or in any other manner of stock, bonds, debentures,  

notes and other securities or ???nancial instruments of any kind (including notes or parts or units issued by Luxembourg or foreign mutual  

funds or similar undertakings) and receivables, claims or loans or other credit facilities and agreements or contracts relating thereto, and (iii)  

the ownership, administration, development and management of a portfolio of assets (including, among other things, the assets referred to  

in (i) and (ii) above).  

The Company may borrow in any form. It may enter into any type of loan agreement, and it may issue notes, bonds, debentures, certi???cates,  

shares, bene???ciary parts, warrants and any kind of debt or equity securities including under one or more issuance programs. The Company  

may lend funds including the proceeds of any borrowings and/or issues of securities to its subsidiaries, a???iliated companies, or any other  

company. The Company may also give guarantees and grant security interests over some or all its assets including, without limitation, by way  

of pledge, transfer, or encumbrance, in favour of or for the bene???t of third parties to secure its obligations or the obligations of its subsidiaries,  

a???iliated companies or any other company.  

The Company may enter into any type of loan agreement, execute and deliver and perform any swaps, futures, forwards, derivatives, options,  

repurchase, stock lending and similar transactions. The Company may generally use any techniques and instruments relating to investments  

Corestate Annual Report 2023  

30  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

for the purpose of their e???icient management, including, but not limited to, techniques and instruments designed to protect it against credit,  

currency exchange, interest rate risks and other risks. The descriptions above are to be construed broadly and their enumeration is not  

limiting.  

The Company???s purpose shall include any transaction or agreement which is entered into by the Company, provided it is not inconsistent  

with the foregoing matters. In general, the Company may take any controlling and supervisory measures and carry out any operation or  

transaction which it considers necessary or useful in the accomplishment and development of its purpose. The Company may carry out any  

commercial, industrial, and ???nancial operations, which are directly or indirectly connected with its purpose, or which may favour its  

development.  

Corestate Annual Report 2023  

31  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  

B.1 Basis of Preparation  

The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the historical cost  

convention.  

Accounting policies and valuation rules are, besides the ones laid down by the law of 19 December 2002 (as amended), determined and  

applied by Management Board.  

The preparation of annual accounts requires the use of certain critical accounting estimates. It also requires the Management Board to  

exercise its judgment in the process of applying the accounting policies. Changes in assumptions may have a signi???cant impact on the annual  

accounts in the period in which the assumptions changed. The Management Board believes that the underlying assumptions are appropriate  

and that the annual accounts therefore present the ???nancial position and results fairly. The Company makes estimates and assumptions  

that a???ect the reported amounts of assets and liabilities in the next ???nancial year. Estimates and judgements are continually evaluated and  

are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the  

circumstances.  

The annual accounts are presented in Euros in the primary statements and in EUR millions in the notes to the annual accounts. All values in  

these notes are rounded to the nearest million Euros (??? m), except where otherwise indicated. The use of automatic data processing can lead  

to rounding di???erences in the addition of rounded amounts or percentage rates, therefore some of the total sums disclosed in the accounts  

may not add up.  

Financial information presented in parentheses denotes the negative of such number presented. In these annual accounts, a dash ("???")  

denotes a nil amount, while a zero ("0") indicates that the ???gure has been rounded to zero, as amounts in the notes to the annual accounts  

are presented to the nearest million. The ???gures in the notes tables are all automatically rounded to nearest million, so that the total amount  

might occasionally be displayed with slight rounding di???erence.  

Corestate Annual Report 2023  

32  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

Throughout 2023, the Management Board advanced a comprehensive operational and ???nancial restructuring program aimed at simplifying  

the Group???s organizational structure, streamlining business units, and signi???cantly reducing costs to enhance ???exibility and e???iciency. As  

part of these e???orts, shareholders approved the issuance of new shares and the creation of authorized capital to enable the pro rata  

conversion of bonds into equity. Building on this foundation, the Company successfully concluded negotiations with bondholders, resulting  

in a comprehensive debt restructuring plan approved and implemented in August 2023. This plan reduced ???nancial liabilities from ??? 535.0m  

to ??? 142.5m through a strategic debt-to-equity swap, substantially broadened the equity base, and, following a capital reduction, led to the  

issuance of ??? 132.0m new shares in July 2023, of which ??? 115.5m were allocated to bondholders. These measures collectively positioned the  

Group for a sustainable operational restart and a stronger, more resilient ???nancial footing.  

Going concern basis  

The Management Board is responsible for the assessment of the Company???s ability to continue as a going concern. In the evaluation, the  

Management Board considered the inherent risks to the Company???s business model, including the ongoing con???ict in Ukraine, the current  

interest rate environment and wider macroeconomic landscape. The Management Board analysed how these risks might a???ect the  

Company??s ???nancial resources or ability to continue operations in the foreseeable future.  

As at 31 December 2023, the Company reports net current liabilities of ??? 73.6m (2022: ??? 550.7m). These current liabilities include amounts  

owed to subsidiaries arising from the absorption of losses by the Company under pro???t and loss transfer agreements. During the ???nancial  

year 2024, these intragroup liabilities were o???set against existing intercompany loans and receivables in an amount of approximately ??? 37.8.  

Further o???setting is expected to be carried out in the coming ???nancial years. As Corestate Capital Holding S.A. holds all shares in these  

subsidiaries and exercises full economic control over them, a cash settlement of these balances is not considered mandatory from an  

economic perspective. The signi???cant negative net current liability position in the prior year was primarily due to bonds classi???ed as current  

???nancial liabilities, as these instruments were contractually due within twelve months at that time. During the ???nancial year 2023, the notes  

were successfully restructured, resulting in an extension of their maturities. Consequently, the new maturities are as follows:  

-

Super Senior Notes maturing on 31 December 2026 having a carrying amount of ??? 38.7m (nominal amount: ???37.0m);  

-

Reinstated 2023 Senior Notes maturing on 31 December 2026* having a carrying amount of ??? 67.2m (nominal amount: ??? 64.8m);  

Corestate Annual Report 2023  

33  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

-

Reinstated 2022 Senior Notes maturing on 31 December 2026* having a carrying amount of ??? 42.2m (nominal amount: ??? 40.7m);  

* Subsequent to the balance sheet date the two Reinstated Senior Notes??? maturities were extended to 31 December 2028.  

As a result of the completed debt restructuring, the recapitalisation measures implemented during the year, and the Company???s operating  

performance in 2023, the Company reports a positive net equity position of ??? 84.0m as at year end (2022: negative net equity of ??? 204.1m)  

and cash and cash equivalent amounted to ??? 3.1 (2022: ??? 5.0m).  

In assessing the Company???s ability to continue as a going concern, the Management Board has considered the Company??s capacities in  

generating positive future cash ???ow results. Based upon the resolutions passed by the creditors??? meeting and General Meetings in June and  

July 2023, the debt restructuring and recapitalization were completed in August 2023. This included a reduction in the ???nancial liabilities  

from bonds by around 78% through waiver by creditors of bond obligations for an amount of ??? 394.1m, out of which ??? 382.8m is related to  

bond nominal amounts and ??? 11.6m relates to interest due, and an extension of the bond repayment deadline until 31 December 2026.  

Further, a capital reduction was executed, decreasing the Company???s issued share capital by ??? 2,558,497.50 to ??? 6,174.00, without any  

cancellation of shares or any payments to shareholders. Immediately thereafter, a capital increase was carried out, raising the share capital  

by ??? 23,826.00 to ??? 30,000.00 through the issuance of 132 million new shares to the bondholders and to the management.  

On the operational side, the operational restructuring of the Company, including an extensive cost-cutting program, has been successfully  

implemented by end of 2024. With the liquidation of Corestate Debt Advisory GmbH (formerly Corestate Bank GmbH) as well as the sale of  

CRM Students Ltd. (???CRM???) and STAM EUROPE SAS (???STAM???), the Group structure will consist in the future of Corestate as a holding company  

and Hannover Leasing as operating subsidiary with a clear focus on investment and asset management.  

In November 2025, the Company reached an agreement with investment ???rms holding in excess of 75% of its two outstanding Senior Notes  

to extend their maturities by two years i.e. until 31 December 2028. Under the agreed amendment, the interest rate on the Senior Notes will  

increase from 8% to 12% in 2027 and to 15% in 2028. Supporting noteholders have executed a lock-up agreement, and two creditors??? votes  

without meeting (in writing) have formally passed the relevant resolutions in December 2025. The results of the creditors votes have been  

published in the Federal Gazette (Bundesanzeiger) and on Corestate??? s website on 24 December 2025; therefore, the period for the ???ling of  

any court actions in order to challenge the resolutions has expired on 26 January 2026. In the meantime, the competent notary has received  

Corestate Annual Report 2023  

34  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

a written con???rmation from the competent regional court (Landgericht) Frankfurt am Main that no court actions against the resolutions have  

been ???led. The notary has then initiated the necessary steps to o???icially give legal e???ect to the amended terms and conditions of the Senior  

Notes and Clearstream Europe AG has con???rmed on 12 February 2026 that the amendment has become e???ective. The extension of the  

maturity dates provides Corestate with the necessary time to continue its asset disposal program without sales pressure and to maximize  

value.  

Refer to Note H ???Subsequent Events??? for further details.  

Despite this restructuring, the circumstances that lead to a material going concern uncertainty relate primarily to the Company???s  

assumptions and liquidity forecast. The key assumptions for the going concern are the following:  

-

the full repayment of the Super Senior Notes through its remaining asset disposals by end of 2026;  

-

the repayment of the Senior Notes through the remaining asset disposals by the end of 2028.  

The Company plans to repay the notes using proceeds from assets expected to be disposed of in the future. However, uncertainty remains  

for the next twelve months from the approval of these accounts in the future fair value of the assets. Overall, considering the above, as at the  

date of the issuance of these annual accounts, the Management Board expects that the Company will have adequate resources to meet its  

cash ???ow requirements for at least the next 12 months. These annual accounts were prepared using the going concern assumption that the  

Company will continue its operations for the foreseeable future. The above circumstances, nevertheless, indicate that a material uncertainty  

exists that may cast signi???cant doubt on the Company???s ability to continue as a going concern.  

B.2 European Single Electronic Format (ESEF)  

The annual accounts of Corestate Capital Holding S.A. for the ???nancial year ended 31 December 2023 have been prepared in accordance  

with the requirements of the European Single Electronic Format (ESEF). In line with the applicable regulatory framework, the Company has  

prepared its annual accounts in valid XHTML format.  

Corestate Capital Holding S.A. has duly submitted and published the ESEF-compliant annual ???nancial report, including the XHTML  

document, in accordance with the ???ling and disclosure obligations applicable in the European Union. The Company is committed to  

Corestate Annual Report 2023  

35  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

maintaining high-quality digital reporting standards and ensuring full compliance with the ESEF Regulation for the bene???t of investors and  

other stakeholders.  

B.3 Signi???cant Accounting Policies  

B.3.1 Formation expenses  

The formation expenses and subsequent share capital issue expenses of the Company are directly charged to the pro???t and loss account of  

the period in which they incurred.  

B.3.2 Intangible assets  

Intangible assets are valued at purchase price including the expenses incidental thereto or at production costs, less cumulated depreciation  

and value adjustments. These value adjustments are not continued if the reasons for the value adjustments have ceased to apply.  

The depreciation rates and methods applied for Intangible assets are as follows:  

Type of asset  

Depreciation rate p.a.  

Depreciation method  

IT-software  

33.333%  

linear  

Licence  

20.000%  

linear  

B.3.3 Tangible assets  

Tangible assets are measured at purchase price including the expenses incidental thereto or at production costs, less cumulated  

depreciation and value adjustments. Value adjustments are not continued if the reasons for the value adjustments have ceased to apply.  

The depreciation rates and methods applied for Tangible assets are as follows:  

Type of asset  

Depreciation rate p.a.  

Depreciation method  

IT-equipment  

33.333%  

linear  

Corestate Annual Report 2023  

36  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

B.3.4 Financial assets  

Shares in a???iliated undertakings and participating interests are recorded at their acquisition price, including the expenses incidental thereto.  

They are subject to value adjustments in case of permanent impairment in value. These value adjustments are not maintained if the reasons  

for making them have ceased to exist.  

Loans to a???iliated undertakings and investments held as ???xed assets are stated at acquisition costs plus capitalised interest less  

reimbursements received to date. A value adjustment is made when the net realisable value is lower than the net book value. These value  

adjustments are not maintained if the reasons for making them have ceased to exist.  

B.3.5 Debtors  

Debtors are measured at their nominal value. They are subject to value adjustments where their recovery is compromised. These value  

adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply.  

B.3.6 Cash at bank and cash in hand  

Cash is measured at its nominal value.  

B.3.7 Foreign currency translation  

The Company maintains its postings in Euro. Transactions expressed in currencies other than Euro are translated into Euro at the exchange  

rate e???ective at the time of the transaction.  

Formation expenses and long-term assets expressed in currencies other than Euro are translated into Euro at the exchange rate e???ective at  

the time of the transaction. At the balance sheet date, these assets remain translated at historical exchange rates.  

Cash at bank is translated at the exchange rate e???ective at the balance sheet date. Exchange losses and gains are recorded in the pro???t and  

loss account of the year.  

Corestate Annual Report 2023  

37  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

Other assets and liabilities are translated separately respectively at the lower or at the higher of the value converted at the historical exchange  

rate or the value determined based on the exchange rates e???ective at the balance sheet date. Unrealised exchange losses are recorded in  

the pro???t and loss account; realised exchange gains and losses are recorded in the pro???t and loss account at the moment of their realisation.  

B.3.8 Prepayments  

Prepayments include ???nancing fees and expenditures incurred during the ???nancial year but relating to a subsequent ???nancial year.  

Financing fees are amortised on a straight-line basis over the duration of the related debt.  

B.3.9 Provisions  

Provisions are recognised to cover losses or debts, the nature of which is clearly de???ned and which, at the date of the balance sheet, are  

either likely to be incurred or certain to be incurred but uncertain as to their amount or the date on which they will arise.  

Provisions may also be recorded to cover charges which have their origin in the ???nancial year under review or in a previous ???nancial year, the  

nature of which is clearly de???ned and which, at the date of the balance sheet, are either likely to be incurred or certain to be incurred but  

uncertain as to their amount or as to the date on which they will arise.  

Provisions for taxation corresponding to the di???erence between the tax liability estimated by the Company and the advance payments for the  

???nancial years are recorded under the caption C.10.6 Other creditors.  

B.3.10 Creditors  

Debt is recorded at its reimbursement value. Where the amount repayable is greater than the amount received, the di???erence is shown as  

an asset and is written o??? over the period of the debt based on the actuarial method.  

B.3.11 Net turnover  

The net turnover comprises the amounts derived from the sale of services and the delivery of services within the Company's ordinary  

activities, after deductions of sales rebates, value added tax, and other taxes directly linked to the turnover.  

Corestate Annual Report 2023  

38  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C. NOTES TO THE BALANCE SHEET  

C.1 Intangible Assets  

The movements for the period are as follows. In the following tables, the word ???Dep???n??? stands for the abbreviation of Depreciation.  

??? million  

Gross book value  

Accumulated depreciation  

Net book value  

1 Jan 2023 Additions Transfers 31 Dec 2023 1 Jan 2023  

Dep???n 31 Dec 2023  

31 Dec 2023 31 Dec 2022  

Concessions, patents, licences,  

trademarks and similar rights and  

assets  

a) acquired for valuable  

consideration and need not be  

shown under C.I.3  

IT Software and Homepage  

4.7  

-

0.0  

4.7  

3.6  

0.6  

4.2  

0.5  

1.1  

Concessions, licences, industrial and  

0.4  

-

0,0  

0.4  

0.4  

0.0  

0.4  

0.0  

0.1  

similar rights and assets  

Subtotal  

5.1  

0.0  

0.0  

5.1  

4.0  

0.6  

4.6  

0.5  

1.2  

b) created by the undertaking itself  

Internally generated intangible fixed  

0.7  

-

-

0.7  

0.2  

0.0  

0.4  

0.3  

0.4  

assets  

Subtotal  

0.7  

-

-

0.7  

0.2  

0.1  

0.4  

0.3  

0.4  

Subtotal  

5.8  

0.0  

0.0  

5.8  

4.2  

0.8  

5.0  

0.8  

1.6  

Payments on account and assets  

under development  

Payments on account  

-

-

-

-

-

-

-

-

-

Total  

5.8  

0.0  

0.0  

5.8  

4.2  

0.8  

5.0  

0.8  

1.6  

Corestate Annual Report 2023  

39  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.2 Tangible Assets  

The movements for the period are as follows:  

??? million  

Gross book value  

Accumulated depreciation  

Net book value  

1 Jan 2023 Additions 31 Dec 2023  

1 Jan 2023  

Dep???n 31 Dec 2023  

31 Dec 2023 31 Dec 2022  

Other fixtures and fittings, tools and  

equipment  

IT Equipment  

0.2  

-

0.2  

0.1  

0.1  

0.2  

0.0  

0.1  

Total  

0.2  

-

0.2  

0.1  

0.1  

0.2  

0.0  

0.1  

Corestate Annual Report 2023  

40  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3 Financial Assets  

Movements and undertakings  

The movements for the period are as follows:  

Loans to  

Shares in  

Loans to  

undertakings  

Investments  

Participating  

??????million  

affiliated  

affiliated  

with  

held as  

Other loans  

Total  

interests  

undertakings  

undertakings  

participating  

fixed assets  

interests  

Gross book value  

Opening balance as of 1 January 2023  

1,014.9  

109.1  

35.7  

8.5  

71.5  

1.7  

1,241.3  

Additions for the period  

11.8  

11.5  

-

1.5  

0.3  

0.1  

25.3  

Disposals for the period  

(15.8)  

(19.1)  

(0.8)  

-

0.0  

(0.0)  

(35.7)  

Transfers for the period  

7.7  

(2.8)  

(12.6)  

-

4.9  

2.8  

-

Closing balance as of  

1,018.7  

98.7  

22.3  

10.0  

76.7  

4.5  

1,230.9  

31 December 2023  

Accumulated depreciation  

Opening balance as of 1 January 2023  

770.8  

34.6  

4.4  

-

9.9  

-

819.7  

Depreciation for the year  

15.7  

6.3  

1.6  

7.0  

7.2  

0.1  

37.9  

Transfers/Disposals for the year  

(0.7)  

(2.7)  

(1.5)  

-

1.4  

2.7  

(0.8)  

Closing balance as of  

785.8  

38.3  

4.4  

7.0  

18.5  

2.8  

856.8  

31 December 2023  

Net book value - closing balance  

232.9  

60.4  

17.8  

3.0  

58.2  

1.7  

374.1  

Net book value - opening balance  

244.2  

74.5  

31.3  

8.5  

61.6  

1.7  

421.7  

Corestate Annual Report 2023  

41  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

Undertakings in which the Company holds directly and indirectly at least 20% of the share capital are as follows:  

31 Dec 2023  

2023  

Registered o???ice and  

Owner-  

Net equity at the  

Pro???t or (loss) for the  

Last balance  

Name of the undertaking  

Country of  

ship  

balance sheet date  

current ???nancial year  

sheet date  

incorporation  

(in %)  

(in ??? million)  

(in ??? million)  

Frankfurt am  

AF ATHENA GmbH  

100.00  

31 Dec 2023  

0.2  

0.2  

Main/Germany  

Aggregate Debt Fund S.C.A. SICAV-RAIF  

Luxembourg  

100.00  

31 Dec 2023  

0.1  

0.0  

Aggregate Debt GP S. ?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

0.0  

0.0  

Annapurna AIF S.?? r.l. in Liquidation  

Luxembourg  

79.81  

31 Dec 2023  

0.1  

0.1  

Bego HoldCo I S.L.U.  

Madrid/Spain  

100.00  

31 Dec 2023  

0.8  

0.6  

Bego HoldCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

0.7  

0.5  

BER REV HoldCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

0.1  

(10.0)  

Cisnes e Silhuettas, Unipessoal Lda.  

Lisbon/Portugal  

100.00  

31 Dec 2023  

0.4  

(0.0)  

CORESTATE Debt Advisory GmbH (formerly  

Frankfurt am  

100.00  

31 Dec 2023  

6.0  

(6.2)  

CORESTATE Bank GmbH)  

Main/Germany  

Frankfurt am  

Corestate Ben HoldCo GmbH & Co. KG  

100.00  

31 Dec 2023  

(1.7)  

(0.1)  

Main/Germany  

Frankfurt am  

CORESTATE Capital Advisors GmbH  

100.00  

31 Dec 2023  

(4.3)  

0.0  

Main/Germany  

CORESTATE CAPITAL AG  

Baar/Switzerland  

100.00  

31 Dec 2023  

52.9  

3.0  

CORESTATE Capital Beteiligungs Verwaltungs  

Frankfurt am  

100.00  

31 Dec 2023  

0.0  

0.0  

GmbH  

Main/Germany  

Frankfurt am  

Corestate Capital Foundation gGmbH  

100.00  

31 Dec 2023  

0.0  

0.0  

Main/Germany  

Corestate Capital France HoldCo SAS  

Paris/France  

100.00  

31 Dec 2023  

(31.5)  

(20.1)  

CORESTATE CAPITAL Fund Management S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

(1.0)  

(3.4)  

Corestate Annual Report 2023  

42  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

31 Dec 2023  

2023  

Registered o???ice and  

Owner-  

Net equity at the  

Pro???t or (loss) for the  

Last balance  

Name of the undertaking (continued)  

Country of  

ship  

balance sheet date  

current ???nancial year  

sheet date  

incorporation  

(in %)  

(in ??? million)  

(in ??? million)  

Frankfurt am  

CORESTATE Capital Group GmbH  

100.00  

31 Dec 2023  

99.6  

-

Main/Germany  

CORESTATE Capital Partners GmbH (in  

Pf?????ikon/Switzerland  

100.00  

31 Dec 2023  

0.0  

0.1  

Liquidation)  

Corestate Capital Services GmbH  

Wollerau/Switzerland  

100.00  

31 Dec 2023  

(26.2)  

(7.9)  

Frankfurt am  

CORESTATE CIV GmbH  

100.00  

31 Dec 2023  

0.1  

0.0  

Main/Germany  

Corestate FIF I Portfolio Verwaltungs GmbH  

Hamburg/Germany  

100.00  

31 Dec 2023  

0.0  

(0.0)  

Frankfurt am  

CORESTATE MCIF GmbH & Co. KG  

100.00  

31 Dec 2023  

0.2  

0.1  

Main/Germany  

Frankfurt am  

CORESTATE MCIF Germany GmbH & Co. KG  

100.00  

31 Dec 2023  

(0.1)  

(0.0)  

Main/Germany  

Corestate Student Home Holding S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

0.6  

0.3  

Frankfurt am  

Court HoldCo GmbH  

100.00  

31 Dec 2023  

0.1  

0.0  

Main/Germany  

CRM Micro Living Services Italy S.R.L.  

Milan/Italy  

100.00  

31 Dec 2023  

(0.1)  

0.1  

Oxford/United  

CRM Students Ltd  

100.00  

31 Dec 2023  

(1.0)  

(0.6)  

Kingdom  

DONALD HoldCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

4.1  

0.1  

Echo HoldCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

2.8  

0.3  

Echo HoldCo 2 AIF S.?? r.l.  

Luxembourg  

30.60  

31 Dec 2023  

2.5  

14.3  

EXPERTUS Verwaltungsgesellschaft mbH  

Pullach/Germany  

100.00  

31 Dec 2023  

0.0  

(0.0)  

Corestate Annual Report 2023  

43  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

31 Dec 2023  

2023  

Registered o???ice and  

Owner-  

Net equity at the  

Pro???t or (loss) for the  

Last balance  

Name of the undertaking (continued)  

Country of  

ship  

balance sheet date  

current ???nancial year  

sheet date  

incorporation  

(in %)  

(in ??? million)  

(in ??? million)  

Gabriela HoldCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

0.3  

(0.7)  

Gabriela HoldCo S.L.U.  

Madrid/Spain  

100.00  

31 Dec 2023  

0.3  

(0.7)  

Ginova HoldCo S.?? r.l. (formerly Ginova AIF  

Luxembourg  

100.00  

31 Dec 2023  

41.6  

(0.0)  

S.?? r.l.)  

Ginova PropCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

29.7  

(11.9)  

Hannover Leasing Verwaltungsgesellschaft  

Pullach/Germany  

100.00  

31 Dec 2023  

0.1  

0.0  

mbH  

Hartly Invest S.L.U.  

Madrid/Spain  

100.00  

31 Dec 2023  

(0.0)  

(0.0)  

HFS Helvetic Financial Services AG  

Wollerau/Switzerland  

100.00  

31 Dec 2023  

12.6  

1.2  

Iberian HoldCo II S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

0.1  

0.1  

Iberian Investments II HoldCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

1.7  

0.0  

Monet S.?? r.l.  

Luxembourg  

88.35  

31 Dec 2023  

0.4  

(0.0)  

NIGELLA Verwaltungsgesellschaft mbH  

Pullach/Germany  

100.00  

31 Dec 2023  

0.0  

(0.0)  

NIGELLA Verwaltungsgesellschaft mbH & Co.  

Pullach/Germany  

100.00  

31 Dec 2023  

(0.9)  

(0.4)  

Vermietungs KG  

Pallars AIF HoldCo S.?? r.l.  

Luxembourg  

42.38  

31 Dec 2023  

8.8  

(0.2)  

PALMYRA Verwaltungs GmbH & Co. Verm. KG  

Luxembourg  

84.92  

31 Dec 2023  

0.2  

0.3  

S.e.n.c  

PALMYRA Verwaltungs GmbH & Co.  

Pullach/Germany  

89.58  

31 Dec 2023  

0.3  

0.4  

Vermietungs KG i.L.  

Plutos HoldCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

1.9  

(0.1)  

SCORE S.?? r.l.  

Luxembourg  

50.00  

31 Dec 2023  

0.1  

(0.0)  

Corestate Annual Report 2023  

44  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

31 Dec 2023  

2023  

Registered o???ice  

Owner-  

Net equity at the  

Pro???t or (loss) for the  

Last balance  

Name of the undertaking (continued)  

and Country of  

ship  

balance sheet date  

current ???nancial year  

sheet date  

incorporation  

(in %)  

(in ??? million)  

(in ??? million)  

Stadttor D??sseldorf AcquiCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

0.7  

0.8  

Stam Co-Invest  

Luxembourg  

88.35  

31 Dec 2023  

0.3  

(0.0)  

STAM Europe SAS  

Paris/France  

100.00  

31 Dec 2023  

(0.7)  

(0.5)  

STAM France Investment Managers SAS  

Paris/France  

100.00  

31 Dec 2023  

0.9  

0.1  

STAM Property Management SAS  

Paris/France  

100.00  

31 Dec 2023  

0.4  

0.1  

Tablas HoldCo AIF S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

3.6  

(0.1)  

Tablas HoldCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

1.3  

(0.3)  

Tablas HoldCo S.L  

Madrid/Spain  

100.00  

31 Dec 2023  

1.4  

(0.3)  

Tablas Microliving PropCo S.L  

Madrid/Spain  

100.00  

31 Dec 2023  

1.4  

(0.8)  

Tempelhof Twins HoldCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

(1.0)  

(0.5)  

Tempelhof Twins TopCo S.?? r.l.  

Luxembourg  

100.00  

31 Dec 2023  

(2.7)  

(3.0)  

UPARTMENTS Real Estate GmbH  

Leipzig/Germany  

100.00  

31 Dec 2023  

2.0  

0.0  

Urban Micro Estate Immobilienverwaltungs  

Vienna/Austria  

100.00  

31 Dec 2023  

0.7  

0.4  

GmbH  

Urban Micro Estate Poland Sp. Z o. o.  

Warsaw/Poland  

100.00  

31 Dec 2023  

0.6  

0.3  

Urban Micro Estate Spain, S.L.U.  

Madrid/Spain  

100.00  

31 Dec 2023  

0.3  

0.1  

Urban Micro Estate Swiss  

Zug/Switzerland  

100.00  

31 Dec 2023  

0.5  

0.2  

Immobilienverwaltungs GmbH  

Corestate Annual Report 2023  

45  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.1 Shares in a???iliated undertakings  

A detailed composition of shares in a???iliated undertakings and a statement of changes refer to Note C.3.6.  

The movement in the net book value from ??? 244.2m as of 31 December 2022 to ??? 232.9m as of 31 December 2023 is mainly due to the transfer  

from ???Participating interests??? caption to ???Shares in a???iliated undertakings??? caption of Tablas HoldCo AIF S.?? r.l. and Tablas HoldCo S.L.U.  

amounting to ??? 6.1m and ??? 1.6m respectively (following the increase in ownership to 100% during 2023), and the impairment of the shares of  

CORESTATE Debt Advisory GmbH (formerly CORESTATE Bank GmbH) by ??? 4.9m, BER REV HoldCo S.?? r.l. by ??? 3.1m, Corestate Capital France  

HoldCo S.A.S. by ??? 3.0m, and CORESTATE Capital Fund Management S.?? r.l. by ??? 2.4m (for further information refer to Note D.8).  

Depreciation and amortization essentially tie to impairment and depreciation of intangible assets, property, plant and equipment, and right-  

of-use assets from lease contracts where the Group acts as lessee.  

C.3.2 Loans to a???iliated undertakings  

A detailed composition of loans to a???iliated undertakings and a statement of changes are disclosed in Note C.3.6.  

During 2023 the Loans to a???iliated undertakings is reduced from the previous year amount of ??? 74.5m to ??? 60.4m as at 31 December 2023.  

The reduction is mainly due to:  

???

the addition of loan payment to CORESTATE Capital Group GmbH of ??? 4.3m and to Corestate Capital France HoldCo S.A.S. of ??? 2.9m;  

???

the repayment of ??? 14.2m from CORESTATE Capital Group GmbH to the Company; and  

???

the impairment of the loan to Corestate Capital France HoldCo S.A.S. by ??? 2.9m and to Tempelhof Twins TopCo S.?? r.l. by an amount  

of ??? 2.7m during the ???nancial year.  

Corestate Annual Report 2023  

46  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.2 Loans to a???iliated undertakings (continued)  

Maturity  

interest  

??? million  

Start date  

collateral  

31 Dec 2023  

31 Dec 2022  

(years)  

rate  

Loans to a???iliated undertakings  

CORESTATE Capital Group GmbH  

20 Jul 2018  

5*  

1.00%  

unsecured  

44.8  

54.8  

CORESTATE Capital Advisors GmbH  

4 Oct 2021  

5

2.26%  

unsecured  

7.9  

11.4  

Corestate Capital France HoldCo S.A.S.  

15 Jan 2021  

5

2.49%  

unsecured  

0.0  

0.0  

Tempelhof Twins TopCo S.?? r.l.  

23 Sep 2019  

10  

4.75%  

unsecured  

0.4  

3.0  

Ginova PropCo S.?? r.l.  

26 Jan 2022  

3

1.36%  

unsecured  

2.0  

2.0  

Ginova PropCo S.?? r.l.  

7 Aug 2023  

3

0.00%  

unsecured  

0.7  

-

STAM Co-Invest S.?? r.l.  

1 Jul 2020  

10  

1.00%  

unsecured  

1.5  

1.0  

STAM Co-Invest S.?? r.l.  

1 Jul 2020  

10  

0.00%  

unsecured  

0.3  

0.2  

HFS Helvetic Financial Services AG  

27 Oct 2023  

2

11.03%  

unsecured  

1.4  

-

BER REV HoldCo S.?? r.l.  

28 Jun 2022  

2.5  

9.26%  

unsecured  

0.0  

0.3  

Urban Micro Estate Poland Sp. z o.o  

31 Dec 2020  

5

2.49%  

unsecured  

-

0.2  

Monet S.?? r.l.  

11 Mar 2021  

10  

1.00%  

unsecured  

0.1  

0.1  

Monet S.?? r.l.  

11 Mar 2021  

10  

0.00%  

unsecured  

0.0  

0.0  

Corestate Annual Report 2023  

47  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.2 Loans to a???iliated undertakings (continued)  

Maturity  

interest  

??? million  

Start date  

collateral  

31 Dec 2023  

31 Dec 2022  

(years)  

rate  

Loans to a???iliated undertakings (continued)  

Nigella Verwaltungsgesellschaft mbH &  

14 Feb 2022  

3.9**  

11.03%  

unsecured  

0.0  

0.0  

Co. Vermietungs KG  

Corestate Capital Partners GmbH in  

1 Jan 2020  

5

3.25%  

unsecured  

-

0.1  

Liquidation  

King PropCo S.?? r.l.  

30 Jul 2018  

5

0.00%  

unsecured  

-

0.0  

CRM Students Ltd.  

overnight  

1.36%  

unsecured  

1.2  

1.2  

Corestate Capital France HoldCo S.A.S.  

19 Sep 2023  

1

11.03%  

unsecured  

0.0  

-

King AIF 2 S.?? r.l.  

overnight  

3.41%  

unsecured  

-

0.1  

King AIF 1 S.?? r.l.  

overnight  

3.41%  

unsecured  

-

0.0  

Total of Loans to a???iliated  

60.4  

74.5  

undertakings  

*The loan to CORESTATE Capital Group GmbH, which was originally signed on 20 July 2018, had a retrospectively applicable second amendment of maturity date to 31 December 2025.  

** The loan to Nigella Verwaltungsgesellschaft mbH & Co. Vermietungs KG. which was originally signed on 14 February 2022, had its first amendment of maturity date to 31 December  

2023 made on 31 December 2022, and had its second amendment of maturity date to 31 December 2025 made on 31 December 2023.  

Corestate Annual Report 2023  

48  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.3 Participating interests  

A detailed composition of participating interests and a statement of changes refer to Note C.3.6.  

The Company typically invests between 1% and 10% in its investment products structured for its semi-institutional and private clients as  

alignment capital investment. In individual cases, higher participation quotas may also result if not all of the shares designated for placement  

are acquired by clients. Since CCH SA provides comprehensive real estate investment management services to and is acting as asset  

manager for such investment structures (also referred to as "Projects???), these investment structures qualify as a participating interest under  

Lux GAAP.  

C.3.4 Investments held as ???xed assets  

A detailed composition of Investments held as ???xed assets and a statement of changes refer to Note C.3.6.  

With the investment agreement dated 23 April 2018, CCH SA advised HANSAINVEST Hanseatische Investment GmbH, Hamburg, to  

implement the real estate Alternative Investment Funds ???Corestate Opportunity Deutschland I Fonds (Luxembourg)???. The change in carrying  

amount to ??? 37.9m as of year-end 2023 in comparison to ??? 45.0m as of year-end 2022 was mainly due to a further depreciation of ??? 7.1m.  

In 2023, the net book value of ??? 3.2m of BCC Investments S.?? r.l. is reclassi???ed from ???Participating interests??? to ???Investments held as ???xed  

assets???. Since the Company was no longer the asset manager, it therefore did not have signi???cant in???uence any longer. Based upon this fact,  

BCC Investments S.?? r.l. (Project BAIN) was reclassi???ed to ???Investments held as ???xed assets???.  

C.3.5 Other loans  

A detailed composition of other loans and a statement of changes refer to Note C.3.6.  

In 2023, due to the sale of some subsidiaries there was a need to reclass respective loans from ???Loans to a???iliated undertakings??? to ???Other  

loans???. However, the total net book value has not changed much and remains at ??? 1.7m as of year-end 2023.  

Furthermore, the transfer of loan to King AIF 2 S.?? r.l. from ???Loans to a???iliated undertakings??? to ???Other loans??? during year 2023 had limited  

impact as it had already been impaired in previous years.  

Corestate Annual Report 2023  

49  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.6 Movement in the ???nancial assets  

The below tables show the movement in the ???nancial assets of the Company during the ???nancial year 2023.  

Gross book value  

Accumulated value adjustments  

Net book value  

Owner-  

1 Jan  

31 Dec  

1 Jan  

Transfers/  

31 Dec  

31 Dec  

31 Dec  

??? million  

Additions Transfers Disposals  

Dep???n  

ship %  

2023  

2023  

2023  

Disposals  

2023  

2023  

2022  

1

Shares in affiliated  

undertakings  

CORESTATE Debt Advisory  

100.00%  

GmbH (formerly  

166.4  

-

-

-

166.4  

155.5  

4.9  

-

160.4  

6.0  

10.9  

CORESTATE Bank GmbH)  

HFS Helve???c Financial  

100.00%  

576.6  

-

-

-

576.6  

538.9  

-

-

538.9  

37.7  

37.7  

Services AG  

CORESTATE Capital Group  

100.00%  

127.5  

0.6  

-

-

128.1  

28.5  

-

-

28.5  

99.6  

99.0  

GmbH  

Ginova HoldCo S.?? r.l  

100.00%  

(formerly Ginova AIF  

45.9  

8.4  

-

-

54.3  

12.6  

-

-

12.6  

41.7  

33.3  

S.?? r.l)  

100.00%  

29.6  

-

-

-

29.6  

-

-

-

-

29.6  

29.6  

CORESTATE CAPITAL AG  

100.00%  

21.6  

-

-

-

21.6  

14.1  

-

-

14.1  

7.5  

7.5  

CRM Students Ltd.  

Corestate Capital France  

100.00%  

8.6  

-

-

-

8.6  

2.7  

3.0  

-

5.8  

2.8  

5.9  

HoldCo S.A.S.  

Stad???or D??sseldorf  

100.00%  

7.0  

-

-

-

7.0  

6.3  

0.7  

-

7.0  

0.0  

0.7  

AcquiCo S.?? r.l.  

100.00%  

6.4  

-

-

(3.7)  

2.7  

2.5  

-

-

2.5  

0.2  

3.8  

Bego HoldCo S.?? r.l.  

100.00%  

5.1  

-

-

(1.7)  

3.4  

2.4  

0.7  

-

3.1  

0.3  

2.8  

Gabriela HoldCo S.??. r.l.  

100.00%  

4.6  

-

-

(4.6)  

-

0.1  

-

(0.1)  

-

-

4.5  

Wallhalla HoldCo S.?? r.l.  

100.00%  

-

1.8  

6.1  

(4.1)  

3.8  

-

-

-

-

3.8  

-

Tablas HoldCo AIF S.?? r.l.  

100.00%  

3.1  

-

-

-

3.1  

-

3.1  

-

3.1  

0.0  

3.1  

BER REV HoldCo S.?? r.l.  

Iberian Investments II  

100.00%  

2.2  

-

-

-

2.2  

2.2  

-

-

2.2  

0.0  

0.0  

HoldCo S.?? r.l.  

Corestate Annual Report 2023  

50  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.6 Movement in the ???nancial assets (continued)  

Gross book value  

Accumulated value adjustments  

Net book value  

Owner-  

1 Jan  

31 Dec  

1 Jan  

Transfers/  

31 Dec  

31 Dec 31 Dec  

??? million  

Additions  

Transfers Disposals  

Dep???n  

ship %  

2023  

2023  

2023  

Disposals  

2023  

2023  

2022  

1

Shares in affiliated  

undertakings  

(continued)  

Echo HoldCo S.?? r.l.  

100.00%  

1.7  

-

-

-

1.7  

-

-

-

-

1.7  

1.7  

Tablas HoldCo S.L.U.  

100.00%  

-

-

1.6  

(1.1)  

0.5  

-

-

0.0  

0.0  

0.5  

-

Plutos HoldCo S.?? r.l.  

100.00%  

1.0  

-

-

-

1.0  

-

-

-

-

1.0  

1.0  

Projekt AcquiCo III S.?? r.l.  

0.00%  

0.4  

-

-

(0.4)  

-

0.4  

-

(0.4)  

-

-

0.0  

Iberian HoldCo II S.?? r.l.  

100.00%  

0.1  

-

-

-

0.1  

0.1  

-

-

0.1  

0.0  

0.0  

Tempelhof Twins TopCo  

100.00%  

0.6  

-

-

-

0.6  

-

0.6  

-

0.6  

0.0  

0.6  

S.?? r.l  

CORESTATE Capital Fund  

100.00%  

3.6  

1.0  

-

-

4.6  

2.2  

2.4  

-

4.6  

-

1.4  

Management S.?? r.l.  

Corestate Student Home  

100.00%  

0.5  

-

-

-

0.5  

-

-

-

-

0.5  

0.5  

Holding S.?? r.l.  

Court HoldCo GmbH  

100.00%  

2.4  

0.0  

-

-

2.4  

2.1  

0.3  

-

2.4  

0.0  

0.2  

CORESTATE SHELF 15  

0.00%  

0.1  

0.0  

-

(0.1)  

-

0.1  

-

(0.1)  

-

-

0.0  

S.?? r.l.  

CORESTATE Capital  

Partners GmbH (in  

100.00%  

0.0  

-

-

-

0.0  

-

-

-

-

0.0  

0.0  

Liquida???on)  

Annapurna AIF S.?? r.l. (in  

79.81%  

-

0.0  

-

-

0.0  

-

-

-

-

0.0  

-

Liquida???on)  

King AIF 1 S.?? r.l.  

0.00%  

0.0  

-

-

(0.0)  

-

-

-

-

-

-

0.0  

King AIF 2 S.?? r.l.  

0.00%  

0.0  

-

-

(0.0)  

-

-

-

-

-

-

0.0  

1

Total Shares in  

1,014.9  

11.8  

7.7  

(15.8)  

1,018.7  

770.8  

15.7  

(0.7)  

785.8  

232.9  

244.2  

affiliated undertakings  

Corestate Annual Report 2023  

51  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.6 Movement in the ???nancial assets (continued)  

Gross book value  

Accumulated value adjustments  

Net book value  

1 Jan  

31 Dec  

1 Jan  

Transfers/  

31 Dec  

31 Dec  

31 Dec  

??? million  

Additions  

Transfers  

Disposals  

Dep???n  

2023  

2023  

2023  

Disposals  

2023  

2023  

2022  

2

Loans to affiliated undertakings  

CORESTATE Capital Group GmbH  

54.8  

4.3  

-

(14.2)  

44.8  

-

-

-

-

44.8  

54.8  

Corestate Capital France HoldCo  

31.4  

2.9  

-

-

34.3  

31.4  

2.9  

-

34.3  

0.0  

0.0  

S.A.S.  

CORESTATE Capital Advisors GmbH  

11.4  

0.9  

-

(4.5)  

7.9  

-

-

-

-

7.9  

11.4  

Tempelhof Twins TopCo S.?? r.l.  

3.0  

0.1  

-

-

3.1  

-

2.7  

-

2.7  

0.4  

3.0  

HFS Helve???c Financial Services AG  

-

1.5  

-

(0.1)  

1.4  

-

-

-

-

1.4  

-

STAM Co-Invest S.?? r.l.  

1.2  

0.5  

-

-

1.8  

-

-

-

-

1.8  

1.2  

Monet S.?? r.l.  

0.1  

0.0  

-

-

0.1  

-

-

-

-

0.1  

0.1  

Urban Micro Estate Poland Sp. z o.o  

0.2  

-

-

(0.2)  

-

-

-

-

-

-

0.2  

King AIF 2 S.?? r.l.  

1.9  

0.0  

(1.9)  

-

-

1.8  

-

(1.8)  

-

-

0.1  

BER REV HoldCo S. ?? r.l.  

0.3  

0.0  

-

-

0.3  

-

0.3  

-

0.3  

0.0  

0.3  

King AIF 1 S.?? r.l.  

0.3  

0.0  

(0.3)  

-

-

0.3  

-

(0.3)  

-

-

0.0  

King PropCo S.?? r.l.  

0.6  

0.0  

(0.6)  

-

-

0.6  

-

(0.6)  

-

-

0.0  

Corestate Capital Partners GmbH (in  

-

-

-

-

-

0.1  

0.1  

0.0  

-

(0.1)  

-

Liquida???on)  

-

-

-

-

1.2  

1.2  

CRM Students Ltd.  

1.2  

0.0  

-

-

1.2  

Ginova PropCo S.?? r.l.  

2.0  

0.7  

-

-

2.7  

-

-

-

-

2.7  

2.0  

Nigella Verwaltungsges. mbH & Co.  

0.5  

0.4  

-

-

0.9  

0.5  

0.4  

-

0.9  

0.0  

0.0  

Vermietungs KG  

2

Total Loans to affiliated  

109.1  

11.5  

(2.8)  

(19.1)  

98.7  

34.6  

6.3  

(2.7)  

38.3  

60.4  

74.5  

undertakings  

Corestate Annual Report 2023  

52  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.6 Movement in the ???nancial assets (continued)  

Gross book value  

Accumulated value adjustments  

Net book value  

Owner-  

1 Jan  

31 Dec  

1 Jan  

Transfers/  

31 Dec  

31 Dec  

31 Dec  

??? million  

Additions  

Transfers  

Disposals  

Dep???n  

ship %  

2023  

2023  

2023  

Disposals  

2023  

2023  

2022  

3

Participating interests  

7.3  

-

-

-

7.3  

2.0  

0.3  

-

2.3  

5.0  

5.2  

Echo HoldCo 2 AIF S.?? r.l.  

31.30%  

6.1  

-

(6.1)  

-

-

-

-

-

-

-

6.1  

Tablas HoldCo AIF S.?? r.l.  

100.00%  

4.5  

-

-

-

4.5  

0.6  

0.1  

-

0.7  

3.7  

3.8  

Pallars AIF HoldCo S.?? r.l.  

42.38%  

2.7  

-

-

-

2.7  

-

-

-

-

2.7  

2.7  

TURICUM AIF S.?? r.l.  

5.48%  

3.4  

-

(3.4)  

-

-

0.2  

-

(0.2)  

-

-

3.2  

BCC Investments S.?? r.l.  

10.00%  

2.1  

-

-

-

2.0  

-

-

-

-

2.0  

2.1  

Olympic AIF 2 S.?? r.l.  

10.00%  

1.6  

-

(1.6)  

-

-

0.0  

-

(0.0)  

-

-

1.6  

Tablas HoldCo S.L.U.  

100.00%  

1.6  

-

-

-

1.6  

-

-

-

-

1.6  

1.6  

Con 2 AIF S.?? r.l.  

10.00%  

1.3  

-

(1.3)  

-

-

1.1  

-

(1.1)  

-

-

0.3  

Venloer4711 AIF 2 S.?? r.l.  

10.05%  

1.2  

-

-

-

1.2  

0.1  

-

-

0.1  

1.1  

1.1  

Pallars HoldCo S.L.U.  

10.77%  

1.4  

-

-

(0.6)  

0.7  

0.0  

0.5  

-

0.5  

0.2  

1.3  

Cassandra HoldCo S.L.U.  

10.47%  

1.3  

-

-

-

1.3  

-

0.7  

-

0.7  

0.5  

1.3  

Bochum PropCo S.?? r.l.  

10.10%  

Corestate Capital  

0.7  

-

-

-

0.7  

-

-

-

-

0.7  

0.7  

Investments Solu???ons  

6.77%  

0.2  

-

-

-

0.2  

-

-

-

-

0.2  

0.2  

Olympic AIF 1 S.?? r.l.  

10.00%  

0.1  

-

(0.1)  

-

-

0.1  

-

(0.1)  

-

-

0.0  

Venloer4711 AIF 1 S.?? r.l.  

10.05%  

Corestate Annual Report 2023  

53  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.6 Movement in the ???nancial assets (continued)  

Gross book value  

Accumulated value adjustments  

Net book value  

Owner-  

1 Jan  

31 Dec  

1 Jan  

Transfers/  

31 Dec  

31 Dec  

31 Dec  

??? million  

Additions  

Transfers  

Disposals  

Dep???n  

ship %  

2023  

2023  

2023  

Disposals  

2023  

2023  

2022  

3 Participating interests  

(continued)  

0.1  

-

-

(0.1)  

-

0.1  

-

(0.1)  

-

-

0.0  

Iberian HoldCo III S.L.U.  

0.00%  

Tempelhof Twins TopCo AIF  

1.00%  

0.0  

-

-

(0.0)  

-

-

-

-

-

-

-

S.?? r.l.  

0.0  

-

-

(0.0)  

-

-

-

-

-

-

0.0  

Plutos HoldCo AIF S.?? r.l.  

1.00%  

0.0  

-

-

-

0.0  

-

-

-

-

0.0  

0.0  

SCORE S.?? r.l.  

50.00%  

3 Total Participating  

35.7  

-

(12.6)  

(0.8)  

22.3  

4.4  

1.6  

(1.5)  

4.4  

17.8  

31.3  

interests  

Corestate Annual Report 2023  

54  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.6 Movement in the ???nancial assets (continued)  

Gross book value  

Accumulated value adjustments  

Net book value  

Owner-  

1 Jan  

31 Dec  

1 Jan  

Transfers/  

31 Dec  

31 Dec  

31 Dec  

??? million  

Additions  

Transfers  

Disposals  

Dep???n  

ship %  

2023  

2023  

2023  

Disposals  

2023  

2023  

2022  

4

Loans to undertakings with  

which the undertaking is  

linked by virtue of  

participating interests  

1.9  

0.2  

-

-

2.1  

-

-

-

-

2.1  

1.9  

Pallars AIF HoldCo S.?? r.l.  

0.1  

-

-

-

0.1  

-

-

-

-

0.1  

0.1  

Con 2 AIF S.?? r.l.  

3.3  

0.5  

-

-

3.8  

-

3.8  

-

3.8  

0.0  

3.3  

Raw-Ost HC S.?? r.l.  

3.2  

0.8  

-

-

4.0  

-

3.2  

-

3.2  

0.8  

3.2  

Venloer 4711 FinCo S.?? r.l.  

4

Total Loans to undertakings  

with which the undertaking  

8.5  

1.5  

-

-

10.0  

-

7.0  

-

7.0  

3.0  

8.5  

is linked by virtue of  

participating interests  

Corestate Annual Report 2023  

55  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.6 Movement in the ???nancial assets (continued)  

Gross book value  

Accumulated value adjustments  

Net book value  

Owner-  

1 Jan  

31 Dec  

1 Jan  

Transfers/  

31 Dec  

31 Dec  

31 Dec  

??? million  

Additions  

Transfers  

Disposals  

Dep???n  

ship %  

2023  

2023  

2023  

Disposals  

2023  

2023  

2022  

5

Investments held as fixed  

assets  

Corestate Opportunity  

Deutschland I Fonds  

20.00%  

54.9  

-

-

-

54.9  

9.9  

7.1  

-

17.0  

37.9  

45.0  

(Luxembourg)  

RAW-Ost HC S.?? r.l. (Senior  

33.01%  

16.6  

0.2  

-

-

16.7  

-

-

-

-

16.7  

16.6  

Notes; ISIN: DE000A3K0AQ5)  

BCC Investments S.?? r.l.  

10.00%  

-

-

3.5  

-

3.5  

-

-

0.2  

0.2  

3.2  

-

Venloer4711 AIF 2 S.?? r.l.  

10.05%  

-

-

1.3  

-

1.3  

-

-

1.1  

1.1  

0.3  

-

Isabela HoldCo AIF 1 S.?? r.l.  

18.61%  

-

0.2  

-

-

0.2  

-

0.1  

-

0.1  

0.0  

-

Venloer4711 AIF 1 S.?? r.l.  

10.05%  

-

-

0.1  

-

0.1  

-

-

0.1  

0.1  

0.0  

0.0  

Tempelhof Twins TopCo AIF S.??  

1.00%  

-

-

-

0.0  

0.0  

-

-

-

-

0.0  

-

r.l.  

Plutos HoldCo AIF S.?? r.l.  

1.00%  

-

-

-

0.0  

0.0  

-

-

-

-

0.0  

-

Corestate Residen???al Germany  

0.0  

-

-

-

0.0  

-

-

-

-

0.0  

0.0  

Fund III  

5

Total Investments held as  

71.5  

0.3  

4.9  

0.0  

76.7  

9.9  

7.2  

1.4  

18.5  

58.2  

61.6  

fixed assets  

Corestate Annual Report 2023  

56  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.3.6 Movement in the ???nancial assets (continued)  

Gross book value  

Accumulated value adjustments  

Net book value  

Owner-  

1 Jan  

31 Dec  

1 Jan  

Transfers/  

31 Dec  

31 Dec  

31 Dec  

??? million  

Additions Transfers Disposals  

Dep???n  

ship %  

2023  

2023  

2023  

Disposals  

2023  

2023  

2022  

6

Other loans  

WGS Private Equity  

1.1  

-

-

-

1.1  

-

-

-

-

1.1  

1.1  

Beteiligungs GmbH  

ECP LUX Holding S.A.  

0.1  

0.1  

-

-

0.2  

-

-

-

-

0.2  

0.1  

Corestate Capital Investment  

0.1  

0.0  

-

-

0.1  

-

-

-

-

0.1  

0.1  

Solu???ons  

King AIF 2 S.?? r.l.  

-

0.0  

1.9  

-

1.9  

-

0.1  

1.8  

1.9  

-

-

King AIF 1 S.?? r.l.  

-

0.0  

0.3  

(0.0)  

0.3  

-

-

0.3  

0.3  

-

-

King PropCo S.?? r.l.  

-

-

0.6  

(0.0)  

0.6  

-

-

0.6  

0.6  

-

-

DIANTHUS  

0.4  

0.0  

-

(0.0)  

0.4  

-

-

-

-

0.4  

0.4  

Verwaltungsgesellscha???  

6

Total Other loans  

1.7  

0.1  

2.8  

(0.0)  

4.5  

-

0.1  

2.7  

2.8  

1.7  

1.7  

Overall total  

1,241.3  

25.3  

-

(35.7)  

1,230.9  

819.7  

37.9  

(0.8)  

856.8  

374.1  

421.7  

Financial fixed assets  

Corestate Annual Report 2023  

57  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.4 Debtors  

Debtors are mainly composed of:  

??? million  

31 Dec 2023  

31 Dec 2022  

Trade debtors  

0.5  

0.6  

Amounts owed by a???iliated undertakings  

16.2  

11.5  

Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests  

3.5  

8.4  

Other debtors  

1.2  

0.4  

Total  

21.4  

20.9  

C.4.1 Amounts owed by a???iliated undertakings  

Amounts becoming due and payable within one year:  

??? million  

31 Dec 2023  

31 Dec 2022  

Receivables from delivery and service relations  

16.2  

11.5  

Others  

-

-

Total  

16.2  

11.5  

As of 31 December 2023, amounts owed by a???iliated undertakings amounted to ??? 16.2m (31 December 2022: ??? 11.5m), primarily re???ecting  

holding cost allocations. Holding cost allocations relate to internal cost allocations (such as management, accounting, and other overhead  

costs) that the Company charges to its subsidiaries or pays on their behalf.  

Receivables from a???iliated undertakings in connection with the 2023 holding cost allocations mainly relate to: CORESTATE Capital Advisors  

GmbH (??? 3.0m), HANNOVER LEASING GmbH & Co. KG (??? 2.5m), CORESTATE Capital Group GmbH (??? 2.0m), Corestate Capital Fund  

Corestate Annual Report 2023  

58  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

Management (??? 1.6m), Corestate Debt Advisory GmbH (??? 1.0m), and Upartments Real Estate GmbH (??? 0.7m), HFS Helvetic Financial  

Services AG (??? 0.6???m).  

C.4.2 Amounts owed by undertakings with which the undertaking is linked by virtue of participating interests  

The balance consists of the following receivables:  

??? million  

31 Dec 2023  

31 Dec 2022  

Receivables from Project BCC  

1.0  

1.0  

Receivables from Project HIGHSTREET VIII  

2.1  

0.7  

Receivables from Project Olympic  

0.5  

0.4  

Receivables from Project Tempelhof  

0.1  

0.4  

Receivables from Project Echo  

1.9  

0.2  

Receivables from Project Nostrum  

0.2  

0.2  

Receivables from Project HIGHSTREET VI  

0.0  

0.2  

Receivables from Project Pallars  

0.1  

0.1  

Receivables from Project Plutos  

-

0.1  

Receivables from Project Cassandra  

-

0.1  

Receivables from Project LIVER  

0.0  

0.1  

Receivables from Project HIGHSTREET Premium II  

1.5  

0.1  

Receivables from Project Castell  

-

0.0  

Receivables from Project Time Square  

-

0.0  

Receivables from Project 4711  

0.6  

0.0  

Receivables from Project Tablas  

0.4  

-

Total  

3.5  

8.4  

The main deviation from the previous year results from the need to depreciate some project-related receivables for an amount of ??? 4.8m.  

Corestate Annual Report 2023  

59  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.4.3 Other debtors  

??? million  

31 Dec 2023  

31 Dec 2022  

VAT receivables  

1.0  

0.1  

Prepayments  

0.2  

0.2  

Deposits  

-

0.0  

others  

-

0.1  

Total  

1.2  

0.4  

Value added tax (VAT) receivables mainly result from transactions of the Company with parties located in the EU zone. In consequence, CCH  

SA has got claims from input VAT against di???erent tax authorities. The input VAT and output VAT against the tax authority in Luxembourg were  

netted and resulted in a receivable amount as of 31 December 2023 in comparison to a payable amount as of year-end 2022. The  

prepayments consist of an advance payment of ??? 0.2m to a contractual partner made on the ???nancial year 2022 and will be o???set against  

the next incoming invoice.  

C.5 Other investments  

??? million  

31 Dec 2023  

31 Dec 2022  

Lietzenburger Stra??e PropCo S.?? r.l.  

-

1.0  

Total  

-

1.0  

The F??rst project (related to Litzenburger Stra??e PropCo S.?? r.l.) is a project development in Berlin, for which completion was originally  

scheduled for June 2023. The project was ???nanced through a multi-tiered structure consisting of senior, mezzanine, and junior components.  

Corestate Annual Report 2023  

60  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

In December 2021, the Company participated in a real estate investment in Berlin through purchase of securities. The nominal investment  

amounted of ??? 8m. Of this amount, ???6m was sold later that same month. A further ??? 1m was sold in August 2022, and the remaining ??? 1m  

was disposed of in December 2023 and was fully written o??? (refer to Note D.8.).  

This is a complex project structure that has run into di???iculties due to economic developments and the market situation. The various  

investors were unable to agree on a restructuring, which is why the sponsor/borrower then initiated judicial restructuring proceedings. As  

part of these proceedings, the ???nancing structure was restructured and, among other things, the tranche in which CCH SA had participated  

was written o???.  

C.6 Prepayments  

??? million  

31 Dec 2023  

31 Dec 2022  

Transaction costs bonds  

14.3  

0.5  

Prepayments  

0.2  

0.3  

Insurance costs  

0.5  

0.1  

others  

0.2  

0.2  

Total  

15.2  

1.1  

The notes-related transaction costs result from the two non-convertible bonds with the ISIN DE000A19SPK4 and DE000A19YDA9 (please  

refer to Notes C.10.2). These fees comprise mainly bank and advisory fees, commissions as well as registration costs. At issuance, these  

costs were capitalized as deferred charges and amortized over the bonds??? respective terms.  

Corestate Annual Report 2023  

61  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.7 Capital and Share Premium  

The composition and development of the changes in equity are as follows:  

Subscribed  

Share  

Reserves for  

Pro???t or Loss  

Pro???t or Loss  

??? million  

Reserves  

Total  

Capital  

Premium  

own Shares  

carried forward  

current year  

As of 31 December 2021  

2.5  

561.5  

0.0  

0.3  

187.7  

(89.0)  

663.0  

Allocation of pro???t or loss  

-

-

-

-

(89.0)  

89.0  

0.0  

Capital reserves  

-

-

-

-

-

-

-

Additions  

-

-

-

-

-

-

-

Pro???t/(loss) for the period  

-

-

-

-

-

(867.1)  

(867.1)  

As of 31 December 2022  

2.5  

561.5  

0.0  

0.3  

98.7  

(867.1)  

(204.1)  

Allocation of pro???t or loss  

-

-

-

-

(867.1)  

867.1  

0.0  

Reduction  

(2.5)  

.

-

-

-

-

(2.5)  

Addition  

0.0  

2.6  

-

-

-

-

2.6  

Pro???t/(loss) for the period  

-

-

-

-

-

288.0  

288.0  

As of 31 December 2023  

0.0  

564.1  

-

0.3  

(768.4)  

288.0  

84.0  

C.7.1 Subscribed capital  

In March 2023 a holder of one unit of the convertible bonds issued a conversion notice to the Company in order to request the conversion of  

??? 100,000 (nominal value) into 1,807 new shares. This resulted in the Company's share capital increasing by ??? 135.53 and totaling to  

??? 2,564,671.50 which is represented by 34,195,615 shares.  

Corestate Annual Report 2023  

62  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

In July 2023 at the extraordinary general meeting of the shareholders, the shareholders approved the reduction of the issued share capital of  

the Company by an amount of ??? 2,558,497.50, to bring the share capital from its current ??? 2,564,671.50 to ??? 6,174.00 without cancellation  

of shares or reimbursement to the shareholders of the Company.  

Immediately following and subject to the capital reduction, a subsequent increase of the issued Share Capital of the Company by an amount  

of ??? 23,826.00 to bring it to an amount of ??? 30,000.00 by the issuance of a total amount of 131,963,836 shares, without nominal value, for a  

total subscription price of ??? 23,826.00 by way of contribution in cash by the subscribers of such shares was undergone.  

The Company???s Share Capital as of 31 December 2023 is therefore set at ??? 30,000 (2022: ??? 2,562,452) represented by 166,159,451 (2022:  

34,193,808) shares.  

The Company has only one class of shares, which are fully paid up. All shares are dematerialized shares without a par value (dematerialized  

shares are only represented by a record in a securities account; ownership in the shares is established by such inscription in a securities  

account). The shares, except the 131,965,643 new shares issued in 2023, are freely transferable in accordance with the legal requirements  

for shares in dematerialized form, that is, through book-entry transfers. There are no prohibitions on disposals or restrictions with respect to  

the transferability of the previous shares. The newly issued 131,965,643 shares (79.4% of total capital) are not yet admitted to trading as at  

31 December 2023.  

All shares are subject to and governed by Luxembourg law.  

Each share carries one vote at the Company???s shareholders??? meeting. There are no restrictions on voting rights. All shares carry the same  

dividend rights. In the event of the Company???s liquidation, any proceeds will be distributed to the holders of the shares in proportion to their  

interest in the Company???s share capital.  

Corestate Annual Report 2023  

63  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.7.2 Authorised capital  

The Management Board may withdraw or limit the preferential subscription rights of the shareholders under the authorized capital in  

accordance with the Articles of Association.  

According to the extraordinary general meeting of the shareholders held on 14 July 2023, the authorization for the Management Board to  

increase the share capital under article 5.5 of the Articles of Association was cancelled.  

The Management Board is authorized to issue convertible bonds, or any other convertible debt instruments, bonds carrying subscription  

rights or any other instruments entitling their holders to subscribe for or be allocated with shares, such as, without limitation, warrants, under  

the authorized capital.  

The Management Board may withdraw or limit the preferential subscription rights of the shareholders under the authorized capital in  

accordance with the Articles of Association.  

C.7.3 Share premium and similar premiums  

Due to the conversion of one-unit convertible bonds into shares in March 2023, the Company???s share premium increased by ??? 99,864.69 and  

due to the reduction of the Company???s share capital without cancellation of shares or reimbursement to the shareholders of the Company  

the share premium increased by ??? 2,558,497.50. As at 31 December 2023 the accumulated Share premium amounts to ??? 564,158,913.56  

(2022: ??? 561,500,551.37).  

In addition, the Company proposed to its annual general meeting of shareholders, not to make a distribution of the pro???t with respect to the  

???nancial year 2023.  

Corestate Annual Report 2023  

64  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.8 Reserves  

C.8.1 Legal reserve  

The Company is required to allocate a minimum of 5% of its annual net income to a legal reserve, until this reserve equals 10% of the  

subscribed share capital. This reserve may not be distributed. The legal reserves amount to ??? 0.3m as of 31 December 2023. In year 2023  

there are no changes of legal reserves.  

C.9 Provisions  

Provisions are made up as follows:  

??????million  

31 Dec2023  

31 Dec 2022  

Provisions for taxation  

0.1  

0.1  

Other provisions  

13.3  

16.4  

Total  

13.4  

16.5  

For further information on the increase in other provisions, please refer to Notes C.9.1 and C.9.2.  

C.9.1 Provision for taxation  

??????million  

31 Dec 2023  

31 Dec 2022  

As of 01 January  

0.1  

-

Additions  

-

0.1  

As of 31 December  

0.1  

0.1  

In year 2023, there were no changes of provision for taxation. As of 31 December 2023, the provision for taxation amounted ??? 0.1m. It arose  

from the merger with subsidiaries of Dedan AIF S.A.R.L. and Corestate Capital Sales Holding S.A.R.L., which took place in 2022.  

Corestate Annual Report 2023  

65  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.9.2 Other provisions  

Other provisions are made up as follows:  

??????million  

31 Dec 2023  

31 Dec 2022  

Utilisation from guarantee  

7.6  

7.6  

Bonus payments to Management Board  

2.9  

3.1  

Audit and audit-related fees  

2.0  

1.0  

Remuneration of the Supervisory Board  

0.5  

0.3  

Preparation of tax declaration  

0.1  

0.1  

Annual report and annual general meeting  

0.1  

0.1  

Vacation  

0.1  

0.0  

Other provisions  

0.0  

0.1  

Preparation of Financial Statements  

0.0  

0.0  

Ancillary costs from share-based payments  

-

2.5  

Additional personnel costs  

-

1.6  

Total  

13.3  

16.4  

The reduction of other provisions is mainly as a result of the Company???s restructuring measures. The accruals for the share-based program  

were not utilised as calculated and in 2023 the respective accruals were released for an amount of ??? 2.5m.  

Corestate Annual Report 2023  

66  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C. 10 Creditors  

Amounts due and payable for the accounts shown as Creditors as of 31 December 2023 are as follows:  

After one year and  

After more than ???ve  

??????million  

Within one year  

31 Dec 2023  

within ???ve years  

years  

Debenture Loans (convertible loans)  

-

-

-

-

Debenture Loans (non-convertible loans)  

-

148.1  

-

148.1  

Amounts owed to Credit Institutions  

0.0  

-

-

0.0  

Trade Creditors  

5.5  

-

-

5.5  

Amounts owed to A???iliated Undertakings  

139.8  

23.2  

0.0  

163.0  

Amounts owed to Undertakings with which the Undertaking is  

0.2  

-

-

0.2  

linked by Virtue of Participating Interests  

Other Creditors  

0.6  

-

-

0.6  

Total  

146.1  

171.3  

0.0  

317.4  

Corestate Annual Report 2023  

67  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

Amounts due and payable for the accounts shown as Creditors as of 31 December 2022 are as follows:  

After one year and  

After more than ???ve  

??????million  

Within one year  

31 Dec 2022  

within ???ve years  

years  

Debenture Loans (convertible loans)  

190.0  

-

-

190.0  

Debenture Loans (non-convertible loans)  

312.3  

-

-

312.3  

Amounts owed to Credit Institutions  

0.0  

-

-

0.0  

Trade Creditors  

7.4  

-

-

7.4  

Amounts owed to A???iliated Undertakings  

106.3  

20.7  

-

127.0  

Amounts owed to Undertakings with which the Undertaking is  

0.1  

-

-

0.1  

linked by Virtue of Participating Interests  

Other Creditors  

2.2  

-

-

2.2  

Total  

618.3  

20.7  

-

639.0  

C.10.1 Debenture loans (convertible loans)  

??????million  

31 Dec2023  

31 Dec 2022  

Convertible Bonds  

-

188.4  

Interests from convertible Bonds  

-

1.6  

Total  

-

190.0  

Corestate Annual Report 2023  

68  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.10.2 Debenture loans (non-convertible loans)  

Non-convertible bonds  

??????million  

31 Dec 2023  

31 Dec 2022  

Non-convertible Bonds  

148.1  

300.0  

Interests from non-convertible Bonds  

-

2.2  

Total  

148.1  

302.2  

Senior secured bond  

??????million  

31 Dec 2023  

31 Dec 2022  

Senior secured bonds  

-

10.0  

Interests from senior secured bonds  

-

0.1  

Total  

-

10.1  

Overview of transactions of Debenture Loans: convertible loans (Note C.10.1) and non-convertible loans (Note C.10.2)  

At year-end 2023, there are in total three non-convertible notes with the ISIN DE000A19SPK4, DE000A19YDA9 and DE000A3LJQY6:  

???

Reinstated 2022 Senior Notes, original Issue volume ??? 200.0m, ISIN DE000A19SPK4, maturity 31 December 2026,  

???

Reinstated 2023 Senior Notes, original Issue volume ??? 300.0m, ISIN DE000A19YDA9, maturity 31 December 2026,  

???

Super Senior Notes, original Issue volume ??? 37.0m, ISIN DE000A3LJQY6, maturity 31 December 2026.  

Corestate Annual Report 2023  

69  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

Documents and details can be found on the Company???s website: https://corestate-capital.com/de/# under category ???Investor Relations??? ???  

???Bonds???. The key facts of these three Notes and new aggregate principal amounts of each note are presented and shown in the following  

table.  

ISIN  

DE000A19SPK4  

DE000A19YDA9  

DE000A3LJQY6  

WKN  

A19SPK  

A19YDA  

A3LJQY  

Original Issue volume (in ???)  

200,000,000.00  

300,000,000.00  

37,000,000.00  

Date of Issuance  

21 Nov 2017  

23 Mar 2018  

31 Jul 2023  

Aggregate principal amount (in ???)  

40,683,288.31  

64,816,710.00  

37,000,000.00  

First trading day  

31 Aug 2023  

31 Aug 2023  

29 Aug 2023  

Maturity  

31 Dec 2026  

31 Dec 2026  

31 Dec 2026  

Coupon  

8.00%  

8.00%  

10.00%  

Next interest payment day  

30 Jun 2024  

30 Jun 2024  

30 Jun 2024  

Denomination (in ???)  

100.000  

100.000  

100.000  

Clearing house  

Clearstream Frankfurt  

Clearstream Frankfurt  

Clearstream Frankfurt  

In June 2023, the creditors??? meetings approved, by a large majority, amendments to the terms for ISIN DE000A19SPK4 and ISIN  

DE000A19YDA9, including a reduction of the total nominal volume from ??? 488.4m (as of 31 December 2022) to approximately ??? 105.5m,  

modi???cations to the bond conditions, and a request to transfer the stock market listing from the Prime Standard to the General Standard  

segment.  

In July 2023, the creditors??? meeting and General Meetings have been held. Based upon the resolutions passed by the creditors??? meeting and  

General Meetings, the debt restructuring and recapitalization was completed in August 2023. This included a substantial reduction in the  

???nancial liabilities from bonds and an extension of the bond repayment deadline until 31 December 2026.  

Corestate Annual Report 2023  

70  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

In August 2023, the Company successfully completed the Group???s debt restructuring and recapitalization based on the resolutions of the  

creditors??? meetings on 21 June 2023 and the Extraordinary General Meeting on 14 July 2023. Nominal bond amounts were reduced, and the  

Senior secured bridge loan from May 2023 was converted into new notes (???Super Senior Notes???) with ISIN DE000A3LJQY6.  

After the creditors??? meetings and subsequent completion of debt restructuring and recapitalization and as of 31 December 2023, the  

convertible loans amounted to ??? nil (2022: ??? 190.0m) whereas non-convertible loans amounted to ??? 148.1m (2022: ??? 312.2m).  

At the year-to-date accrued interests for the three notes in amount of ??? 5.6m were capitalized and added to the aggregate principal amount.  

The overall debenture loans fell from total incoming funds of ??? 502.2m to ??? 148.1m, for which their maturities were also extended to 31  

December 2026.  

Reinstated 2022 Senior Notes (formerly ???2017 Convertible Bonds???)  

In 2017, the Company issued unsubordinated and unsecured convertible bonds in the aggregate principal amount of ??? 200.0m.  

Until the date of the restructuring, the Company, as the issuer, could, upon giving not less than 30 nor more than 60 days??? prior notice to the  

bondholders, redeem all, but not some only, of the outstanding bonds with e???ect from the redemption date (which could be no earlier than  

19 December 2020). Such notice, however, could only be given if the share price on each of not less than 20 trading days during an observation  

period of 30 consecutive trading days was equal to or exceeded 130% of the conversion price in e???ect on each such trading day.  

The issuer granted each bondholder the right (the ???conversion right???) to convert each bond in whole, but not in part, at the conversion price  

into settlement shares on any business day during the conversion period. The conversion period ran from 8 January 2018 to the earlier of the  

following dates: the 35th Business Day prior to the maturity date, or, if the bonds were redeemed by the issuer, the 10th Business Day prior  

to the redemption date.  

The bonds bore interest on their principal amount at a rate of 1.375% p.a. as from 28 November 2017. Each bond ceased to bear interest  

when the bondholder exercised the conversion right in respect of that bond or when the bond was redeemed.  

In March 2023 there was one noteholder who requested to convert its bonds into shares. Please refer to note C.7.1.  

Corestate Annual Report 2023  

71  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

As part of the restructuring, the maturity of the original convertible bonds which was replaced by the Reinstated 2022 Senior Notes was  

extended to 31 December 2026 and no longer convertible. As at 31 December 2023, the aggregate principal amount of all notes is ??? 40.7m  

(2022: ??? 188.4m) with accrued interests of ??? 1.5m (2022: ??? 1.6m). Accordingly, these notes were reclassifed from ???Convertible loans  

(becoming due and payable within one year)??? to ???Non convertible loans (becoming due and payable after more than one year)???.  

Reinstated 2023 Senior Notes (formerly ???2018 Senior Unsecured Bonds???)  

The Company issued Senior Unsecured bonds in 2018 in the aggregate principal amount of ??? 300m. As part of the restructuring, the original  

??? 300.0m Senior unsecured bonds which was replaced by the Reinstated 2023 Senior Notes were extended until 31 December 2026 with the  

consent of the creditors. As at 31 December 2023, the aggregate principal amount of all notes is ??? 64.8m (2022: ??? 300.0m) and accrued  

interests of ??? 2.4m (2022: ??? 2.2m). Accordingly, these notes were reclassi???ed from ???Non convertible loans (becoming due and payable within  

one year)??? to ???Non convertible loans (becoming due and payable after more than one year)???.  

Super Senior Notes (formerly ???Senior Secured Bridge Loan???)  

At the end of 2022, the Company has issued senior secured bonds in an aggregate principal amount of ??? 10.0m. The senior secured bonds  

were provided by a group of bond holders to bridge the immediate cash needs of the Group by end of 2022. The secured bonds had an initial  

maturity until 15 April 2023.  

As an additional part of the restructuring in 2023, the bridge ???nancing was increased to ??? 37m nominal and transferred into new notes (???New  

Super Senior Notes???), maturing on 31 December 2026. As at 31 December 2023, the aggregate principal amount of all notes is ??? 37m (2022:  

??? 10.0m) with accrued interest of ??? 1.7m (2022: ??? 0.1m). Accordingly, they were reclassi???ed from ???Non convertible loans (becoming due and  

payable within one year)??? to ???Non convertible loans (becoming due and payable after more than one year)???.  

C.10.3 Trade creditors  

??????million  

31 Dec 2023  

31 Dec 2022  

External Service Provider  

5.5  

7.4  

Total  

5.5  

7.4  

The trade payables in amount of ??? 5.5m are due within one year.  

Corestate Annual Report 2023  

72  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.10.4 Amounts owed to a???iliated undertakings  

The amounts owed to a???iliated undertakings break down as follows:  

Maturity  

interest  

??? million  

Start date  

collateral  

31 Dec 2023  

31 Dec 2022  

(years)  

rate  

Becoming due and payable  

after more than one year  

CORESTATE Capital AG  

26 Apr 2019  

5

1.00%  

unsecured  

15.9  

16.0  

Donald HoldCo S.?? r.l.  

27 Jun 2021  

3

3.00%  

unsecured  

4.8  

4.7  

Corestate Debt Advisory GmbH  

10 Nov 2023  

2

11.03%  

unsecured  

2.5  

-

Subtotal  

23.2  

20.7  

Becoming due and payable  

within one year  

Liabilities from delivery and services relations  

unsecured  

9.6  

12.4  

Iberian Investments II HoldCo S.?? r.l.  

27 Jun 2017  

7.5*  

11.03%  

unsecured  

1.7  

2.2  

Corestate Student Home Holding S.?? r.l.  

4 Apr 2023  

0.4  

9.26%  

unsecured  

0.8  

-

Iberian HoldCo II S.?? r.l.  

1 Feb 2023  

0.9  

2.14%  

unsecured  

0.1  

-

Loss absorption from a???iliated undertakings  

127.6  

91.7  

Subtotal  

139.8  

106.3  

Total  

163.0  

127.0  

*The loan owed to Iberian Investments II Hold Co. S.??.r.l. which was originally signed on 27 June 2017 had its second amendment of maturity date to 31 December 2024.  

The liabilities from delivery and services relations result mainly from cost recharges and the transfer pricing agreements.  

The terms of the intercompany loans from subsidiaries are determined similar to what would be o???ered to an independent, unrelated party.  

Based on the loss assumption agreements between the Company and CORESTATE Capital Group GmbH, CORESTATE Capital AG and Court  

HoldCo GmbH, an additional liability for loss absorptions of ??? 35.9m for the ???nancial year 2023 was recognized.  

Corestate Annual Report 2023  

73  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

As at 31 December 2023, the total liability for loss absorptions amounts to ??? 127.6m (31 December 2022: ??? 91.7m). This amount is mainly  

related to the loss absorptions for the ???nancial years 2020, 2021, 2022 and 2023 as follows:  

??? million  

31 Dec 2023  

31 Dec 2022  

Liabilities due to loss absorption from CORESTATE Capital Group GmbH  

122.3  

91.7  

Liabilities due to loss absorption from CORESTATE Capital AG  

5.2  

-

Liabilities due to loss absorption from Court HoldCo GmbH  

0.1  

-

Total Liabilities due to loss absorption from a???iliated undertakings  

127.6  

91.7  

C.10.5 Amounts owed to undertakings with which the undertaking is linked by virtue of participating interests  

The amounts owed to undertakings with which the undertaking is linked by virtue of participating interests consist of the following items:  

??????million  

31 Dec 2023  

31 Dec 2022  

Becoming due and payable within one year  

Iberian HoldCo I S.?? r.l.  

0.2  

-

Tempelhof Twins TopCo AIF S.?? r.l.  

0.0  

0.0  

Iberian HoldCo III S.?? r.l.  

-

0.0  

Liabilities owed to Project HIGHSTREET VI  

-

0.0  

Liabilities owed to Project TURICUM  

-

0.1  

Total  

0.2  

0.1  

Corestate Annual Report 2023  

74  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

C.10.6 Other creditors  

Other payables consist of the following items:  

??????million  

31 Dec 2023  

31 Dec 2022  

Tax authorities  

VAT liabilities  

-

1.9  

Liabilities from wage and church taxes  

0.0  

0.0  

Subtotal  

0.0  

1.9  

Social security authorities  

0.0  

0.0  

Other creditors  

Liabilities due to third parties  

0.5  

-

Liabilities due to employees  

-

0.3  

Others  

-

0.0  

Subtotal  

0.5  

0.3  

Total  

0.5  

2.2  

As of year-end 2023, the VAT result against the tax authority in Luxembourg, which originates from input VAT and output VAT, presents VAT  

receivables and therefore it is disclosed under C.4.3 Other debtors. As at 31 December 2022, the VAT result of input VAT and output VAT  

amounted to a payable of ??? 1.9m.  

Corestate Annual Report 2023  

75  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

D. NOTES TO THE PROFIT AND LOSS ACCOUNT  

D.1 Net Turnover  

Net turnover is broken down by category of activity and geographical markets as follows:  

??????million  

2023  

2022  

Categories of activity  

Revenue from delivery of services intra-group  

12.7  

10.6  

Revenue from Asset Management Fee  

4.4  

5.3  

Revenue from Development Fee  

0.5  

0.9  

Other revenues  

1.1  

0.9  

Adjustment of Development Fee in relation to prior years  

(0.6)  

0.0  

Total  

18.1  

17.7  

Geographical markets  

Germany  

9.8  

7.7  

Luxembourg  

4.9  

5.6  

Switzerland  

1.5  

1.9  

Spain  

0.2  

0.5  

Guernsey  

0.4  

0.6  

Poland  

0.1  

0.5  

Austria  

0.2  

0.2  

France  

0.6  

0.4  

United Kingdom  

0.4  

0.3  

Total  

18.1  

17.7  

Corestate Annual Report 2023  

76  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

The revenues generated with a???iliated undertakings and undertakings with which the undertaking is linked by virtue of participating interests  

(see notes C.4.1 and C.4.2) are based on market-standard Joint-Venture and Co-Investments Agreements (???JVCIA???) as well as Asset  

Management Agreements (???AMA???) and are entered into with and approved by its clients. The revenue is mainly classi???ed into following  

categories: Delivery of services intra-group, acquisition related fee, onboarding fee, developing fee, asset management fee, termination fee  

and others.  

D.2 Other Operating Income  

??????million  

2023  

2022  

Income from derecognition of outstanding Notes  

394.1  

0.1  

Reversal of provisions and sta??? costs  

2.8  

5.4  

Currency translation adjustments  

0.1  

2.2  

Other / miscellaneous / sundry income  

0.7  

4.8  

Total  

397.7  

12.5  

The derecognition of the issued notes resulted in other operating income for an amount of ??? 394.1m. The nominal amounts of the two bonds  

from 2017 and 2018 were reduced by 78.83% (from ??? 498.4m in 2022 to ??? 105.5m in 2023; refer to Note C.10.1 and C.10.2). And the term was  

extended to 31 December 2026 in each case. The bridge ???nancing from December 2022 and May 2023 was replaced by Super Senior Notes  

of ??? 37.0m with a term until 31 December 2026.  

As a result of the restructuring measures the accruals for the share-based program were not utilised as calculated and in 2023 the respective  

accruals were released for an amount of ??? 2.5m.  

Positive and negative impacts of the currency translation were mutually o???set and resulted in an overall income for an amount of ??? 0.1m in  

the ???scal year 2023 (2022: ??? 2.2m).  

Corestate Annual Report 2023  

77  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

D.3 Other External Expenses  

The other external expenses are composed as follows:  

??????million  

2023  

2022  

Recharges intra-group costs  

(8.9)  

(10.9)  

Legal and consultancy fees  

(3.6)  

(18.8)  

O???ices supplies and IT expenses  

(2.8)  

(3.8)  

Financing fees  

(2.0)  

(0.1)  

Insurance costs  

(1.9)  

(1.7)  

Audit and accounting related advisory fee  

(1.0)  

(1.6)  

Other miscellaneous expenses  

(0.7)  

(2.4)  

Tax advisory and other professional fees  

(0.3)  

(0.3)  

Public relation and stock exchange  

(0.3)  

(0.2)  

Personnel recruitment  

(0.1)  

(0.2)  

Travelling expenses  

(0.1)  

(0.2)  

Accounting and ???nancial statement preparation  

(0.1)  

(0.2)  

Contribution fees  

(0.0)  

(0.3)  

Capital raising and up-listing related expenses  

(0.0)  

-

Total  

(21.8)  

(40.7)  

Corestate Annual Report 2023  

78  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

D.4 Sta??? Costs  

The Company employed an average of 3.8 persons during the ???nancial year 2023 (2022: 4.3 persons), broken down by category as follows:  

??????million  

2023  

2022  

Salaries and wages  

Management Board's Bonus  

(3.7)  

(2.0)  

Salaries paid to Management Board  

(1.0)  

(0.8)  

Severance  

-

(4.0)  

Share-based remunerations  

-

(1.1)  

Subtotal  

(4.7)  

(7.9)  

Social security on salaries and wages  

(0.0)  

(0.0)  

Total  

(4.7)  

(7.9)  

The sta??? costs comprise the remunerations of the members of the Management Board and for one employee.  

During 2023, the main reduction of salaries and wages expenses arose from severance, which dropped from ??? 4.0m in the previous year to  

??? nil in this ???nancial year. The reason is, on 5 May 2023 it was announced that the Management Board would be reduced to two members  

only as outlined in Note E.1. The reduction in members of Management Board resulted in lower expenses for salaries and bonuses in 2023.  

D.5 Other Operating Expenses  

??????million  

2023  

2022  

Licence fees  

(0.6)  

(0.6)  

Remuneration of the Supervisory Board  

(0.4)  

(0.5)  

Utilization from guarantee  

-

(7.6)  

Other miscellaneouse expenses  

(1.0)  

(0.1)  

Total  

(2.0)  

(8.8)  

Corestate Annual Report 2023  

79  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

D.6 Income from Participating Interests  

??????million  

2023  

2022  

Dividend payments received  

Dividend payment received from Corestate Opportunity Deutschland I Fonds  

0.2  

0.3  

Dividend payment received from CORESTATE Debt Advisory GmbH (formerly CORESTATE Bank GmbH)  

-

5.0  

Total  

0.2  

5.3  

D.7 Other Interest Receivable and Similar Income  

??????million  

2023  

2022  

a) Derived from A???iliated Undertakings  

Corestate Capital France HoldCo SAS  

0.8  

0.7  

CORESTATE Capital Group GmbH  

0.5  

0.6  

CORESTATE Capital Advisors GmbH  

0.2  

0.2  

NIGELLA Verwaltungsgesellschaft mbH & Co. Vermietungs KG  

0.1  

-

King AIF 2 S.?? r.l.  

0.1  

-

Tempelhof Twins TopCo S.?? r.l.  

0.1  

0.1  

HFS Helvetic Financial Services AG  

0.0  

0.0  

CORESTATE Capital Sales Holding S.?? r.l.  

-

4.5  

CORESTATE Capital Partners UK Ltd.  

-

0.3  

Dedan AIF S.?? r.l.  

-

0.2  

UPARTMENTS Real Estate GmbH  

-

0.2  

Corestate Annual Report 2023  

80  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

??????million (continued)  

2023  

2022  

Corestate Capital International S.?? r.l.  

-

0.2  

HL Private Invest Beteiligungs GmbH  

-

0.1  

Interest received from other a???iliated undertakings  

0.1  

0.1  

Subtotal  

1.8  

7.2  

b) Other Interest and similar Financial Income  

Venloer 4711 FinCo S.?? r.l.  

0.7  

0.3  

Raw-Ost HC S.?? r.l. - Loan  

0.4  

0.2  

Raw-Ost HC S.?? r.l. - Bond  

0.3  

0.3  

Pallars AIF HoldCo S.?? r.l.  

0.2  

-

Debt securities - Bond  

0.1  

1.0  

King AIF 2 S.?? r.l.  

-

0.1  

PRIME Capital AG  

-

0.4  

Other interest and similar ???nancial income  

0.1  

0.1  

Subtotal  

1.8  

2.4  

Total  

3.6  

9.6  

Corestate Annual Report 2023  

81  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

D.8 Value Adjustments in Respect of Financial Assets and of Investments Held as Current Assets  

The impairment of signi???cant companies where CCH SA is able, directly or indirectly, to signi???cantly in???uence ???nancial and operating policy  

decisions (associates), or that are directly or indirectly jointly controlled (joint ventures), are accounted at their acquisition costs, considering  

any impairments of ???nancial assets and investments.  

The total value adjustments amount to ??? 79.9m in 2023 (2022: ??? 834.0m). They consist mainly of following positions:  

??? million  

2023  

2022  

Impairments of the ???nancial assets  

37.9  

718.6  

Loss absorption expenses  

35.9  

91.7  

Impairment of trade receivables and other receivables  

5.0  

0.3  

Impairment of other investments  

1.0  

-

Bad debt losses and write-o???s of receivables  

-

22.8  

Impairments of shares due to merger  

0.0  

0.5  

Other  

0.1  

0.1  

Total of value adjustments in respect of ???nancial assets and of investments held as current assets  

79.9  

834.0  

Corestate Annual Report 2023  

82  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

Impairments of the ???nancial assets  

The impairment on ???nancial assets mainly comprises the value adjustment of shares and loans (refer to Note C.3.6). In summary, it includes  

the following impairments:  

2022  

??? million  

Note  

2023  

Impairments of the shares in a???iliated undertakings  

C.3.6.1  

15.7  

738.1  

Impairments of the loans to a???iliated undertakings  

C.3.6.2  

6.3  

31.9  

Reversal of impairments of the loans to a???iliated undertakings  

C.3.6.2  

-

(58.5)  

Impairments of the participating interests  

C.3.6.3  

1.6  

3.4  

Impairments of the Loans to undertakings with participating interests  

C.3.6.4  

7.0  

-

Impairment of investments held as ???xed assets  

C.3.6.5  

7.2  

3.6  

Impairment of other loans  

C.3.6.6  

0.1  

-

Total of impairments on financial assets  

37.9  

718.6  

Loss absorption expenses  

In addition, the pro???t and loss account for the ???nancial year 2023 includes an expense from loss absorption amounting to ??? 35.9m (2022:  

??? 91.7m). It is mainly related to loss absorption from following three a???iliated undertakings: Corestate Capital Group GmbH (??? 30.6m; 2022:  

??? 91.7m), Corestate Capital AG (??? 5.2m; 2022: ??? nil), and Court HoldCo GmbH (??? 0.1m; 2022: ??? nil), refer to Note C.10.4. Based on the loss  

assumption agreements between the Company and these three a???iliated undertakings, the loss at the level of these three a???iliated  

undertakings was absorbed by the Company at year-end 2023.  

Impairment of trade receivables and other receivables  

During the year 2023, the impairment of trade receivables and other receivables amounted to ??? 5.0m (2022: ??? 0.3m). It includes mainly the  

value adjustment to account receivables related to asset management fees from undertakings with which the undertaking is linked by virtue  

of participating interests.  

Corestate Annual Report 2023  

83  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

Impairment of other investments  

Other investments are related to the F??rst project (Litzenburger Stra??e PropCo S.?? r.l.) which initially amounted to ??? 1.0m (refer to Note C.5)  

and subsequently written o??? during the year 2023.  

Regarding to F??rst project, the factors such as complex project structure, increased costs and interest rates, combined with construction  

delays, have resulted to a delay in the planned completion and cost overruns. Due to this foregoing circumstance, restructuring proceedings  

have been decided and a new appraisal for the project was prepared by BNP Paribas in the third quarter of 2023 which rendered the other  

investments amounting to ??? 1.0m fully impaired.  

The adequacy of the impairment is reviewed regularly.  

Bad debt losses and write-o???s of receivables  

Bad debt losses and write-o???s of receivables record mainly the losses of receivables due to equity merge, equity liquidation or waiver of loan  

receivables. During year 2023, this amount dropped from ??? 22.8m in the previous year to ??? nil in this ???nancial year.  

Corestate Annual Report 2023  

84  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

D.9 Interest Payable and Similar Expenses  

??????million  

2023  

2022  

Concerning a???iliated undertakings  

(5.0)  

(4.0)  

Book value of a???iliated undertakings sold  

(4.5)  

(2.4)  

Interest from loan of CORESTATE CAPITAL AG  

(0.2)  

(0.2)  

Interest from loan of CORESTATE Student Home Holding S.?? r.l.  

(0.1)  

-

Interest from loan of DONALD HoldCo S.?? r.l.  

(0.1)  

(0.1)  

Interest from loan of Iberian Investments II HoldCo S.?? r.l.  

(0.1)  

(0.1)  

Interest from loan of CORESATE Debt Advisory GmbH (formerly CORESTATE Bank GmbH)  

(0.0)  

(0.0)  

Interest from loan of HFS Helvetic Financial Services AG  

-

(0.0)  

Book value of participating interests sold  

-

(1.1)  

Interest from loan of CORESTATE Capital Sales Holding S.?? r.l.  

-

(0.1)  

Interest from loan of CORESTATE CAPITAL Fund Management S.?? r.l.  

-

(0.0)  

Interest from loan of Rose HoldCo S.?? r.l.  

-

(0.0)  

Others  

-

(0.0)  

Other interest and similar expenses  

(15.5)  

(15.4)  

Interest from debenture loans  

(15.5)  

(15.4)  

Interest from entities linked by virtue of participating interests  

(0.0)  

-

Others  

(0.0)  

(0.0)  

Total  

(20.5)  

(19.4)  

Corestate Annual Report 2023  

85  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

D.10 Taxes on Pro???t and Loss  

??????million  

2023  

2022  

Current Income Tax  

Capital gains tax - Germany  

0.0  

0.0  

Capital gains tax - Spain  

-

(0.1)  

Total  

0.0  

(0.1)  

Corestate Annual Report 2023  

86  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

E. RELATED PARTY TRANSACTIONS  

Parties are generally considered to be related if one party has the ability to control the other party or exercise signi???cant in???uence over the  

other party in making ???nancial or operational decisions.  

Related Parties  

The Company has identi???ed the following related parties:  

Related parties as at 31 Dec 2023  

Related to/as  

Supervisory Board (until 3 May 2023)  

Dr. Nedim Cen  

Management Board (since 4 May 2023)  

Dr. Bertrand Malmendier  

Supervisory Board (since 4 May 2023 until 31 December 2024)  

Dr. Sven-Marian Berneburg  

Supervisory Board  

Dr. Carlos Mack  

Supervisory Board (since 4 May 2023 until 31 December 2024)  

Wolfgang Rudi Bauer  

Supervisory Board (since 1 January 2025)  

Andreas Paul Uelhoff  

Supervisory Board (since 1 January 2025)  

Izabela Danner  

Management Board (until 31 December 2024)  

Udo Giegerich  

Management Board (until 31 May 2023)  

Stephan G??tschel  

Management Board (since 1 January 2023 until 4 May 2023)  

i-Management GmbH  

Management Board (Stephan G??tschel) (since 1 January 2023 until 4 May 2023)  

CCI GmbH  

Supervisory Board (Dr. Nedim Cen))  

Malcon GmbH & Co. KG  

Supervisory Board (Dr. Bertrand Malmendier) (until 31 December 2024)  

GEPLABAU. Gesellschaft f??r Planungs- und  

Supervisory Board (Dr. Bertrand Malmendier) (until 31 December 2024)  

Baugenehmigungsberatung mbH  

BAB Immobilien  

Supervisory Board (Dr. Bertrand Malmendier) (until 31 December 2024)  

Omonia Office  

Supervisory Board (Dr. Bertrand Malmendier) (until 31 December 2024)  

Corestate Annual Report 2023  

87  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

Related Parties as at 31 Dec 2023 (continued)  

Related to/as  

CAML Endeavors UG  

Supervisory Board (Berneburg)  

Wohnungsbau und Treuhand AG  

Supervisory Board (Berneburg)  

Caledonian Management Consultants Ltd  

Supervisory Board (Dr. Carlos Mack) (since 4 May 2023 until 31 December 2024)  

Sievert SE  

Supervisory Board (Wolfgang Rudi Bauer) (since 1 January 2025)  

SCHNIGGE Capital Markets SE  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Quell Eule Management GmbH  

Supervisory Board (Wolfgang Rudi Bauer) (since 1 January 2025)  

Quell Real Estate Verwaltungs- und Management  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

GmbH  

Petroton Service GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Nexure Service GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Kratos Beteiligung GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Jakobina Service GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Hansa Service GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Gaia Service und Beteiligungs GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Eule Beteiligung GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

EULE Corporate Capital GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Elbe Marina GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Comeritas Service GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Avexon Service GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Setec gGmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Quell Real Estate Wohnbau SH GmbH  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

RIPAG AG  

Supervisory Board (Andreas Paul Uelhoff) (since 1 January 2025)  

Corestate Annual Report 2023  

88  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

The Supervisory Board must be composed of at least three individuals, and consists during the ???nancial year 2023 until today of the  

following members:  

Name  

Position  

Dr. Nedim Cen  

Chairman until 3 May 2023  

Dr. Sven-Marian Berneburg  

Member until 3 May 2023; Chairman since 4 May 2023  

Dr. Bertrand Malmendier  

Deputy Chairman until 31 December 2024  

Dr. Carlos Mack  

Member since 4 May 2023 until 31 December 2024  

Wolfgang Rudi Bauer  

Member since 1 January 2025  

Andreas Paul Uelhoff  

Deputy Chaiman since 1 January 2025  

Dr. Berneburg headed the audit committee and was considered the independent ???nancial expert (until 3 May 2023). Since 4 May 2023, Dr.  

Carlos Mack headed the audit committee as the independent ???nancial expert until 31 December 2024. Since 1 January 2025, Wolfgang Rudi  

Bauer heads the audit committee and is considered as the independent ???nancial expert.  

Transactions with Key Management Personnel  

Management???s remuneration  

The total remuneration of the Management Board consists of the basic remuneration as well as a short-term incentive and a long-term  

incentive component.  

The basic remuneration relates to the annual base salary agreed under the service agreements with each member of the Group's  

Management Board.  

The short-term incentive (STI) is a cash bonus component that depends on certain Group-related and individually agreed targets as described  

in the entities remuneration policy.  

Corestate Annual Report 2023  

89  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

The long-term incentive (LTI) is a share-based program that either grants or give the option of equity-settled shares or phantom shares, which  

are settled in cash.  

In addition to the individually agreed base salary, annual bonus payments, and long-term share-based incentives, under their service  

agreements, the Management Board members are entitled to ancillary bene???ts that include. among other things. continued payment of  

remuneration in case of sickness or death for a certain period. contributions to private health insurance as well as D&O (Directors and  

O???icers liability insurance) and E&O (Errors and Omission) insurance coverage at usual market terms. The Company also reimburses all  

travelling costs and incidental expenses.  

See below the remuneration of the Management Board granted in 2023.  

??? million  

2023  

2022  

Basic remuneration  

(1.2)  

(2.4)  

Fixed remuneration  

(1.2)  

(2.4)  

STI  

-

(0.2)  

Variable remuneration  

-

(0.2)  

Compensation/termination payments  

(5.2)  

(1.2)  

Contractual one-o??? payments (irregular)  

(0.9)  

-

Total remuneration  

(7.3)  

(3.8)  

Fixed remuneration  

The Company paid Udo Giegerich's ???xed remuneration until his o???icial termination date on 15 June 2023. With the reorganization of the  

Executive Board and the additional appointment as CIO, Mrs. Danner's ???xed remuneration was adjusted accordingly in 2023.  

Variable Remuneration  

In 2023 no STI or LTI was granted to the members of the Management Board.  

Corestate Annual Report 2023  

90  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

Termination / one-o??? payments  

The mandate for Udo Giegerich (CFO) was terminated by mutual agreement. In this context the Company granted payments in the amount  

of ??? 1,531,500 to cover claims resulting from his early termination (??? 750,000) as well as potentially claims to variable payments (??? 465,000).  

Moreover, he received Shares in the equivalent value of ??? 316,500.  

Mrs. Danner was granted a special bonus in the amount of ??? 417,500 and Shares of the Company in the equivalent amount of ??? 167,000.  

As part of his appointment as CEO, the Company paid Dr. Nedim Cen a signing bonus of ??? 200,000.  

Sebastian Ernst und Johannes M??rklin were removed from the Management Board of the Company on 7 February 2022. According to the  

settlement agreement of 2023, both parties received a severance payment of ??? 1,620,000. Continued salary payment in the amount of  

???427,550 was granted in 2023 for Stavros Efremidis until 30 June 2023.  

The total remuneration of the Supervisory Board members amounted to ??? 0.4m in 2023 (2022: ??? 0.5m).  

Transactions with Shareholders and Shareholder-Related Entities  

Same as in 2022 but unlike years before, also in 2023 no payments have been made to shareholders and/or shareholders??? related entities by  

the Group in the period 1 January through 31 December 2023.  

Corestate Annual Report 2023  

91  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

F. AUDITOR??S FEES  

On 29 August 2024, with the consent of the Supervisory Board, the Management Board of Corestate Capital Holding S.A. has accepted the  

commercial o???er to mandate the auditing ???rm KPMG Audit S.?? r.l. in Luxembourg as auditor for the consolidated ???nancial statements and  

standalone annual accounts of CCH SA for the ???nancial years 2022, 2023 and 2024.  

KPMG will be recommended to the Company's shareholders for election at the upcoming annual general meeting. At this Annual General  

Meeting, it is also intended to submit the audited consolidated ???nancial statements and standalone annual accounts for the 2022 and 2023  

???nancial years for approval.  

The total fees for the ???nancial year 2023 are presented as follows:  

??????million  

2023  

2022  

Predecessor auditor - Ernst & Young Luxembourg*  

Audit fees  

-

(0.6)  

KPMG Audit S.?? r.l.  

Audit fees  

(1.0)  

(1.0)  

other Audit-related fees  

-

(0.0)  

Total  

(1.0)  

(1.6)  

*The audit fees expensed in 2022 in relation to the predecessor auditor related to the year ended 31 December 2021.  

Corestate Annual Report 2023  

92  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

G. OFF-BALANCE SHEET COMMITMENTS  

As at 31 December 2023 the Company holds the following ???nancial commitments:  

Issuer: Corestate Capital Holding S.A.  

Maximum Risk of a potential Claim  

31 Dec 2023  

31 Dec 2022  

Type  

Warrantee  

Bene???ciary  

??????million  

??????million  

Letter of comfort  

CLEMITA Verwaltungsgesellschaft mbH  

HeWiPP II GmbH & Co. KG  

-

40.3  

(unrestricted)  

& Co. Vermietungs KG  

Letter of comfort  

NIGELLA Verwaltungsgesellschaft mbH  

GERCHGROUP K??ln Laurenz Carre 1 -  

17.0  

17.0  

(unrestricted)  

& Co. Vermietungs KG  

7 UG  

Projektgesellschaft Marienins GmbH &  

Guarantee  

CORESTATE Capital Advisors GmbH  

0.0  

0.0  

Co. KG  

Total  

17.0  

57.3  

On the basis of termination agreement in September 2023 between CLEMITA Verwaltungsgesellschaft mbH & Co. Vermietungs KG and  

HeWiPP II GmbH & Co. KG, the letter of comfort (unrestricted) for CLEMITA with bene???ciary to HeWiPP, which was reported in ???nancial year  

2022, was no longer valid at year-end 2023.  

As at 31 December 2023 and 31 December 2022 the Company has not entered into pension obligations for its sta???.  

Corestate Annual Report 2023  

93  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

H. SUBSEQUENT EVENTS  

The following disclosure is related to transactions subsequent to 2023.  

At the Company???s Supervisory Board meeting held on 29 August 2024, the Management Board of CCH SA has accepted the commercial o???er  

of KPMG Audit S.?? r.l. in Luxembourg to mandate KPMG as sole auditor for the consolidated ???nancial statement and standalone annual  

accounts of Corestate for the ???nancial year 2023.  

Throughout 2024, CCH SA completed asset sales worth about ??? 39m including the sale of CRM/Upartments for about ??? 12m.  

In January 2025, HANSAINVEST Hanseatische Investment GmbH (???HANSAINVEST???) ???led a claim for damages against HFS Helvetic Financial  

Services AG (???HFS???) at the Hamburg Regional Court (Landgericht), accusing HFS of breaching its obligations (i) under consulting agreements  

between (among others) HFS and HANSAINVEST, and (ii) under trust agreements (indirectly) in favour of HANSAINVEST in relation to 18 bond  

issues for real estate project developments, which were subscribed by the special-AIF (Alternative Investment Fund) Stratos  

Immobilienanleihefonds II and the special AIF Stratos Immobilienanleihefonds IV in the period from 2017 to 2021.  

HFS has assessed the aforementioned claims internally as well as together with two renowned law ???rms and concluded the prospects of  

success of such claim to be around a maximum of 20%. In order to avoid lengthy legal proceedings, the associated costs and expenses, and  

to eliminate any ???nancial risks despite the low prospects of success, both parties have agreed to settle the legal dispute amicably by way of  

an out-of-court settlement in November 2025.  

In the settlement agreement, HFS has agreed to assign certain assets to HansaInvest with a value of ??? 28.7m as of 31 December 2022,  

??? 20.2m as of 31 December 2023 and ??? 16.0m as of 31 December 2024 in the consolidated statement of ???nancial position. Such settlement  

agreement is subject to the condition precedent that these assets, which are currently pledged as part of the security package in relation to  

the ???nancial liabilities of CCH SA under its outstanding bonds, shall be released and free of any encumbrances. The Company has received  

written instructions by the necessary 75% majority of noteholders in each of their outstanding bonds to release the relevant assets. Therefore,  

ful???llment of the condition precedent and closing of the transaction is expected to occur by end of December 2025.  

Corestate Annual Report 2023  

94  

Corestate Capital Holding S.A.  

Notes to the annual accounts (continued)  

For the year ended 31 December 2023  

In April 2025, CCH SA signed an exclusive agreement with the French investment Group Atland for the sale of STAM Europe SAS (Paris) and  

subsidiaries, including AIFM STAM France Investment Managers.  

In July 2025 CCH SA successfully sold its approximately 35% stake in the investment vehicle Liver Building Co, which owns the Royal Liver  

Building in Liverpool, United Kingdom, through its subsidiary Hannover Leasing to the Princes Group, one of the leading food and beverage  

companies in the United Kingdom. The sale price is around GBP 57m. After deducting all bank liabilities, including a shareholder loan, CCH  

SA received a net amount of approximately ??? 16m.  

In September 2025, CCH SA closed its sale of STAM Europe SAS (Paris) and subsidiaries, including AIFM STAM France Investment Managers  

to the French investment Group Atland. Following the closing of the STAM Europe sale, the Company resolved to make an early repayment of  

???17.5m on the Super Senior Note (ISIN DE000A3LJQY6) e???ective 14 October 2025.  

In November 2025, the Company reached an agreement with investment ???rms holding in excess of 75% of its two outstanding Senior Notes  

to extend their maturities by two years i.e. until 31 December 2028. Under the agreed amendment, the interest rate on the Senior Notes will  

increase from 8% to 12% in 2027 and to 15% in 2028. Supporting noteholders have executed a lock-up agreement, and two creditors??? votes  

without meeting (in writing) have formally passed the relevant resolutions in December 2025. The results of the creditors votes have been  

published in the Federal Gazette (Bundesanzeiger) and on Corestate??? s website on 24 December 2025; therefore, the period for the ???ling of  

any court actions in order to challenge the resolutions has expired on 26 January 2026. In the meantime, the competent notary has received  

a written con???rmation from the competent regional court (Landgericht) Frankfurt am Main that no court actions against the resolutions have  

been ???led. The notary has then initiated the necessary steps to o???icially give legal e???ect to the amended terms and conditions of the Senior  

Notes and Clearstream Europe AG has con???rmed on 12 February 2026 that the amendment has become e???ective. The extension of the  

maturity dates provides Corestate with the necessary time to continue its asset disposal program without sales pressure and to maximize  

value.  

Further in November 2025, the Group signed share purchase agreements with various investors to acquire all outstanding shares of  

Cassandra HoldCo AIF2 S??rl, Luxembourg for the subsequent liquidation of this entity. The transactions became e???ective in 2025 and led to  

the consolidation of Cassandra HoldCo AIF2 S??rl, Luxembourg in the group ???nancial statements 2025.  

Corestate Annual Report 2023  

95