ATENOR : Financial Annual Report 2023

2023 FINANCIAL ANNUAL REPORT

CONTENT

LETTER TO THE SHAREHOLDERS	4
MISSION & VALUES	8
STRATEGY		9
ARCHILAB		10
SUSTAINABILITY REPORT	16
• Non-financial information
• ESRS 1 - Introduction	18
• ESRS 2 - General disclosures	18
•	2.1	Governance (GOV)	18
•	2.2	Basis for preparation	21
•	2.3	Strategy - SBM	22
•	2.4 Impact, risk and opportunity management (IRO)	29
•	2.5	Metrics and targets (MT)	33
• ESRS - Specific	39
•	3.1	ESRS E1_Climate change	39
•	3.2	ESRS E2_Pollution	51
•	3.3	ESRS E3_Water and marine resources	55
•	3.4 ESRS E4_Biodiversity and ecosystems	60
•	3.5	ESRS E5_Resource use and circular economy	62
•	3.6	ESRS S1_Own workforce	66
•	3.7	ESRS S2_Workers in the value chain	71
•	3.8	ESRS S3_Affected communities	71
•	3.9 ESRS S4_Consumers and end-users	75
•	3.10 EESRS G1_Business conduct	77
• KPI- EU Taxonomy disclosures accompanying the KPIs of non-financial undertakings	78
ADMINISTRATION	98
INFORMATION TO SHAREHOLDERS AND INVESTORS	102
CORPORATE GOVERNANCE STATEMENT	106
THE HUMAN RESOURCES POLICY	131
THE EVOLUTION OF THE PORTFOLIO OVER THE YEAR	138
REPORT OF ACTIVITIES AND PROJECTS	144
2023 AUDITED FINANCIAL STATEMENTS	191

ATENOR has chosen French as its official language so that only the annual report in French has legal value.

The activity report presents all projects in the portfolio [i.e. owned by Atenor and either under development (sold or not sold) or completed but not yet sold].

The surface areas mentioned in this report are the gross surface areas above ground, taking into account only Atenor share as of 31.12.2023 and subject to the urban development of the various projects.

The m2 indicated for each sheet of the activity and project report (pages 144 to 190) represent the total gross surface area of the project (Atenor + any partner) and are subject to the urban planning developments of the project.

The versions in Dutch and English are translations of the French version.

Dit jaarverslag is ook verkrijgbaar in het Nederlands.

Ce rapport est également disponible en français.

ATENOR SA	E-mail: [e-mail]
Avenue Reine Astrid, 92	Website: www.atenor.eu
1310 La Hulpe	Enterprise number: 0403 209 303
Belgium	VAT: BE 0403 209 303
Tel.: [phone]	LEI number: 549300ZIL1V7DF3YH40

KEY CONSOLIDATED FIGURES

ON 31.12.2023

Key figures Atenor (in millions of €)

IFRS	2019	2020	2021	2022	2023
Net results (group share)	37.78	24.13	38.07	-0.84	-107.13
Current cash Flow(1)	38.49	30.24	38.51	-11.58	-48.10
Capital and reserves	187.05	261.21	301.04	273.62	344.31
Market capitalization	406.56	401.21	399.81	340.68	325.42

1. Net profits + depreciation, provisions and reductions in value.
   The 2023 consolidated financial statements were drawn up in accordance with the IFRS standards as adopted in the European Union.

Figures per share (in €)

	2019	2020	2021	2022	2023
Capital and reserves	33.22	37.11	42.77	38.87		7.87
Current cash flow	6.84	4.30	5.47	-1.65		-1.10
Net consolidated results (group share)	6.71	3.43	5.41	-0.12	-2.45
Dividend
Gross dividend	2.31	2.42	2.54	2.67		-
Net ordinary dividend	1.62	1.70	1.78	1.87		-
Number of shares	5 631 076	7 038 845	7 038 845	7 038 845		43 739 703

Stock market ratios

	2019	2020	2021	2022	2023
List price/book value	2.17	1.54	1.33	1.25	0.95
List price on 31 December (€)	72.20	57.00	56.80	48.40	7.44
Gross return for 1 year	45.88%	-17.85%	3.90%	-10.32%	-79.11%
Gross return	3.20%	4.26%	4.47%	5.52%	-
Net ordinary dividend/list price	2.24%	2.98%	3.13%	3.86%	-

Glossary :

Gross return for 1 year: (last closing price + adjusted dividends paid during the last 12 months - last list price of the previous period) / last list price of the previous period

Return:dividend for the last full financial year / last list price

Capitalisation: number of shares x last list price of the financial year concerned.

Evolution of Atenor share

Compared with the belgian All shares

(taking into account the reinvestment of dividends)

250

200

150

100

50

0

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

ATENOR		BELGIAN ALL SHARES

Net consolidated results

(in millions €)

40

0

-40

-80

-120

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Consolidated capital and reserves

(in millions €)

350
280
210
140
70
0
2014	2015	2016	2017	2018	2019	2020	2021	2022	2023

ATENOR I LETTER TO THE SHAREHOLDERS

3

U P G R A D E

Evolution of Atenor share	T H E F U T U R E
Compared with the EPRA Europe

(taking into account the reinvestment of dividends)

250

200

150

100

50

0

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

ATENOR		EPRA EUROPE

Current cash flow

(in millions €)

50
30
10
-10
-30
-50
2014	2015	2016	2017	2018	2019	2020	2021	2022	2023

Net results and gross dividend per share

(in €)
10
8
6
4
2
0
2014	2015	2016	2017	2018	2019	2020	2021	2022	2023

Net result per share

Gross dividend per share

4 I ATENOR I FINANCIAL ANNUAL REPORT

ATENOR I LETTER TO THE SHAREHOLDERS

5

Letter to the shareholders

6 I ATENOR I FINANCIAL ANNUAL REPORT

ATENOR I LETTER TO THE SHAREHOLDERS

7

LETTER TO THE SHAREHOLDERS

Dear Shareholders,

It makes no doubt that the real estate sector is going through a significant crisis. The geopolitical events of February 2022 led, among other things, to a rapid rise in interest rates: the steady decline observed since 2011 was reversed in just 18 months. This development gradually affected the real estate sector, turning into a crisis starting from March 2023.

The increase in the cost of credit was accompanied by a tightening of financing conditions, while

investors maintained a wait-and-see stance, especially as alternative investments to real estate multiplied. This economic downturn was compounded by particularly difficult years for the real estate development sector since 2020 due to Covid-19.

Faced with this sharp slowdown in real estate investments, Atenor witnessed its balance sheet structure weakened. With the support of its shareholders and main bankers, Atenor successfully restructured its balance sheet, overcoming the financial challenges it encountered.

The capital increase carried out in November raised over 182 million euros. The company wished, from the outset, for this operation to be carried out within the framework of a capital increase with subscription rights, allowing all shareholders who wished to participate, or to negotiate their rights on the market. On this occasion, new shareholders expressed their interest and entered Atenor's capital. On their side, Atenor's main bankers played their role fully, providing solid and demanding support at the same time.

We are convinced that Atenor's positioning and business model have been decisive factors. The shift towards sustainable living is irreversible. Urban resilience is now the norm, and existing buildings, whether office, residential, or retail, which have become obsolete, must be redeveloped in a mixed

and compact vision, in compliance with environmental standards and targeted at an improvement in quality of life (private, professional, and recreational). This is where Atenor's expertise lies, embodied in a unique international dimension

We remain confident in Atenor's ability to generate value for shareholders and to secure a market share in the promising field of sustainable urban real estate redevelopment. However, 2024 will still be a year marked by the unpredictability of geopolitical developments, thereby affecting interest rates and investor confidence.

As announced during the capital increase, Atenor will propose to the General Meeting of Shareholders not to pay a dividend. In the future, we plan to set the dividend amount based on the results of the fiscal year.

We would like to thank all collaborators who maintained a high level of performance under adverse circumstances.

We also extend special thanks to the three Board Members - who have chosen not to renew their mandates - namely Michèle Grégoire, Nadine Lemaitre, and Mr. Philippe Vastapane, for their valuable contributions during their tenure.

Stéphan SONNEVILLE SA	Frank DONCK
Chief Executive Officer	Chairman of the
	Board of Directors

8 I ATENOR I FINANCIAL ANNUAL REPORT

MISSION & VALUES

Atenor is a leading real estate development company in sustainability and urbanism. Recognized for its commitment to urban resilience, Atenor adopts an innovative approach in its mixed-use developments, including offices, residential, and retail, leveraging its Research and Development department, Archilab. With

ATENOR I MISSION & VALUES

9

STRATEGY

Given its international expertise and the evolution of the real estate sector, Atenor focuses on the aforementioned sustainable and international components, placing them at the core of its strategy and identity.

an international presence and a diverse project portfolio, Atenor aims to generate returns for investors through a value creation cycle starting from obsolete buildings. Listed on the continuous market of Euronext Brussels, Atenor stands as one of the key players in the real estate development sector.

Considering prevailing geopolitical uncertainties and their macro-economic consequences, Atenor will continue to enhance its expertise in sustainability and internationalism in the coming years. Atenor will strive to enhance the value of its project portfolio while

Strengthened by its European roots, Atenor aims to contribute to the essential transformation of urban fabric to make cities welcoming places for living and exchange where sustainability is integrated in all its dimensions. In doing so, Atenor aims to be a key

Atenor defines its identity around the following four components:

Atenor's values are defined as follows :

pursuing opportunities for growth.

player in the real estate market, positioning itself at the forefront of sustainable development..

• Developer : Atenor's core activity is real estate development. Atenor acquires industrial wastelands or obsolete buildings and, with its expertise, designs, constructs, or renovates buildings to meet market expectations and future occupants' requirements.
• Urban : Cities are where changes, developments, and challenges crystallize. The city is precisely Atenor's field of action. Atenor offers a forward-looking approach to city planning: a lively, constantly evolving city that provides multiple functions, vibrant public spaces, innovative and inclusive services, as well as coordinated mobility.
• Sustainable : Atenor strengthens its commitment to sustainable urban development prioritizing quality of life. Atenor actively positions itself among evolving environmental benchmarks. For each project, Atenor invests in implementing solutions and technologies aimed at environmental improvement.
• International : Present in 10 European countries, Atenor chooses dynamic markets supported by strong growth. Atenor aims to apply its cross-disciplinary expertise to each of them, leveraging local teams. This geographical diversification represents one of the pillars of the company's economic resilience.

• Excellence and creativity : Atenor constantly aims for excellence, believing that boldness and openness to diversity foster innovation and value creation.
• European commitment : Atenor believes in the future of cities and Europe. It aspires to contribute to the necessary transition of the urban environment and the improvement of its citizens' lives.
• Communication and transparency : Atenor's way of acting is supported by a policy of clear and transparent communication.
• Integrity and ethics : Atenor's ethical principles shape
  its culture and reputation: integrity in management, respect for the environment, and a sustainable approach to activities are fundamental rules.

KYKLOS

Central Square

Belval,

Grand Duchy of Luxembourg

10 I ATENOR I FINANCIAL ANNUAL REPORT

ATENOR I ARCHILAB

11

Where Vision

Meets

Innovation,

Shaping the

Future of Real

Estate.

Atenor's strategic turn towards sustainability is supported by its ambitious objectives and driven by Atenor's Research and Development department: Archilab. Gathering and developing Atenor's expertise, Archilab is a dynamic space where the sustainability strategy and the future of our projects take shape.

Unleashing Creativity in an Open and Daring Atmosphere

Archilab is not a typical R&D department-it's an open and daring laboratory in which budgets and time are devoted to fostering creativity. This is where Atenor draws on internal expertise and collaborate with external partners to analyse dominant trends, study international developments, and engage experts, industrial groups, and thought leaders. Archilab challenges our mindsets, reshapes our reactions, transforms beliefs, and catalyzes technical evolution.

Maximizing Opportunities

As the demand for sustainable buildings surpasses the supply of new constructions and renovations, capital values, marked by the coveted 'green premium,' are on the ascent due to scarcity. Atenor is strategically positioned to respond to this challenge by proactively anticipating regulations and seamlessly integrating sustainable

Embracing Change in a Shifting Landscape

The current era demands a holistic approach. Atenor recognizes the global responsibility posed by the climate emergency and the evolving expectations of citizens. We contribute to develop cities with workplaces and residences in harmony with the climate and environment. While technology is seen as a crucial component, the primary focus should be on improving the physical performance of buildings. Achieving low energy consumption and minimizing greenhouse gas production relies not only on advanced technologies but also on the overall environmental efficiency of buildings and the quality of activities conducted within them. In this regard, Archilab plays a key role in shaping a comprehensive approach and strategy.

Atenor's strategic turn towards sustainability is supported by its ambitious objectives and driven by Atenor's Research and Development department: Archilab. Gathering and developing Atenor's expertise, Archilab is a dynamic space where the sustainability strategy and the future of our projects take shape.

As Atenor ESG think tank, Archilab touches the highest level of decision-making in the daily life of the Company. Archilab includes the ESG task force responsible for the elaboration and monitoring of the sustainability policy. It is composed of the CEO, the members of the Executive Committee, the Archilab Director, the Development Directors/Managers, the Sustainability Manager, the ESG Analyst, the Corporate Communication and Investor Relation Manager and the HR Manager. This high level decision-making is where the economic, environmental and social performance of the is constantly assessed against

the most stringent objectives. The Archilab Director reports directly to the CEO. Her role is to support Atenor strategy and to ensure the coordination between the decision-making and operational levels.

At operational level, Archilab's mission is to improve the environmental, economic and social performance of the project portfolio but also to support the implementation of the decisions and action at Company or project level.

practices into our project designs, capitalizing on the burgeoning market trend. Furthermore, showcasing the sustainability of our activities enhances the real estate sector's allure, making it an even more compelling investment choice for investors.

12 I ATENOR I FINANCIAL ANNUAL REPORT

Innovative Partnerships for Architectural Excellence

Architectural quality is paramount in crafting harmonious and productive living and working spaces. By organizing architectural competitions, we engage with top international architectural firms to ensure the excellence of our projects. Technological innovation is at the core of Archilab's mission. We have forged structural partnerships with leading companies in the

sector, including Proptech lab, One Click LCA, Well Institute, Faast, Sureal, dnergy, Coliseum. Atenor is also a member of the Taxonomy Commission of UPSI. These partnerships propel Atenor to the forefront of technological developments, ensuring that our projects not only meet but exceed the demands of the future.

Adapting to Regulatory Changes

In the ever evolving landscape of regulatory frameworks, European directives play a pivotal role in shaping the rules governing member states.

Under the impulse of Archilab, Atenor has strategically decided, starting in 2021, to align all new developments with the criteria of the European Taxonomy. These include the EU Taxonomy Technical Screening Criteria (including Climate Change Mitigation and Adaptation, Biodiversity, Circular economy, Water preservation, Waste and Pollution reduction) and Minimum Social Safeguards requirements. This strategic alignment not only reflects Atenor dedication to environmental stewardship but also positions the company as a leader in sustainable practices. It also paves the way for achieving the carbon neutrality objective outlined in the European Green Deal.

Looking forward, Archilab ambitions to guide Atenor towards the complete alignment of its entire portfolio for 2024. This objective will also position projects as 'dark green' under Article 9 of the Sustainable Finance Reporting Directive (SFRD).

Further pushed by Archilab, Atenor has decided to embrace the Corporate Responsibility Reporting Directive (CRSD) and align its 2023 Annual Report to its requirements. The CSRD will have significant effects on the real estate industry and real estate actors. It requires real estate companies that fall within its scope to report on a range of ESG issues, such as energy efficiency,

ATENOR I ARCHILAB

13

carbon emissions, social responsibility, diversity and inclusion. As a real estate developer, Atenor will disclose its ESG policy, targets, and performance, and provide assurance on its sustainability reports. Although it poses significant compliance and reporting challenges, at Atenor, we view the CSRD as an opportunity. It will increase transparency and comparability of sustainability information across the real estate industry, allowing investors, regulators, and other stakeholders to assess the sustainability risks and opportunities of different companies and assets.

By anticipating and aligning with these regulations, we've not only minimized potential financial risks but also ensured the long-term compliance of our real estate projects. Our commitment to forward-thinking strategies not only mitigates risks but transforms regulatory challenges into opportunities for innovation and sustainable development.

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A Full-Fledged R&D Department

Archilab transcends every level and every collaborator within the company. This dynamic sense of ownership not only enriches practices but also elevates the quality of projects. Another key to Archilab's success lies in its diverse forms that seamlessly complement each other.

Conclusion

Prioritizing sustainable and innovative real estate development practices, Atenor not only mitigates commercial risks but also stays agile in the face of evolving regulations and market demands (residents, office occupants, investors). This strategic and

ATENOR I ARCHILAB

15

rather bold approach opens doors to financing opportunities and positions the company to meet the surging demand for sustainable properties in a rapidly changing market.

Archilab'Sessions

Atenor's highest decision-making level (CEO, Executive Committee, Development Directors, Corporate Communication & Investor Relation Manager, ESG Manager, HR Manager) meets approximately six times a year. The Archilab sessions are powerful tools for brainstorming and decision-ma- king. External experts are regularly invited to share their visions during these sessions. In 2023, the Archilab sessions covered a wide range of topics, each time followed by concrete actions or major decisions for Atenor. In 2023, the sessions focussed among others on climate change adap- tation, innovative smart control software by dnergy, life cycle assessment, corporate carbon footprint, ESRS.

Archilab Research

Alongside the sessions, cross- disciplinary research is carried out on specific topics or through Atenor projects. All research is developed by topic-specific units. For example: renovation,

proptechs, active ground floors, the implementation of the European Taxonomy, new

commercialisation strategies, green deals etc. This research enables Atenor to take the best decisions and policy directions for its developments.

Archilab'Community

Archilab Community unites and leverages the collective expertise of Atenor's 10 dynamic local teams. It serves as a powerhouse for sharing cutting-edge best practices, staying ahead of trends, and embracing the latest technological and social innovations. Playing a pivotal role in sensitizing and training Atenor's collaborators, Archilab Community ensures a vibrant exchange. To maximize outreach and collaboration, the sessions come in diverse formats, ranging from focused training sessions and engaging mini-labs for all employees to ESG updates tailored by country and impactful country directors meetings. In 2023, the minilabs dived into topics such as carbon neutral, embodied carbon and EU Taxonomy.

KYKLOS

Central Square, Belval Grand Duchy of Luxembourg

16 I ATENOR I FINANCIAL ANNUAL REPORT

ATENOR I SUSTAINABILITY REPORT

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Sustainability Report

I.	ESRS 1 - INTRODUCTION	18
II.	ESRS 2 - GENERAL DISCLOSURES	18
	2.1	Governance - GOV	18
	2.2	Basis for preparation	21
	2.3	Strategy - SBM	22
	2.4	Impact, risk and opportunity management (IRO)	29
	2.5	Metrics and targets (MT)	33
III.	ESRS - SPECIFIC	39
	3.1	ESRS E1_Climate change	39
	3.2	ESRS E2_Pollution	51
	3.3	ESRS E3_Water and marine resources	55
	3.4	ESRS E4_Biodiversity and ecosystems	60
	3.5	ESRS E5_Resource use and circular economy	62
	3.6	ESRS S1_Own workforce	66
	3.7	ESRS S2_Workers in the value chain	71
	3.8	ESRS S3_Affected communities	71
	3.9	ESRS S4_Consumers and end-users	75
	3.10	ESRS G1_Business conduct	77
KPI- EU TAXONOMY DISCLOSURES ACCOMPANYING
THE KPIS OF NON-FINANCIAL UNDERTAKINGS	78

18 I ATENOR I FINANCIAL ANNUAL REPORT

1. ESRS 1 - INTRODUCTION

At the operational level, the task of Archilab is to

ATENOR I SUSTAINABILITY REPORT

19

environmentally friendly development;

In a rapidly changing world, where sustainability is a necessity but also a driver of progress and performance, Atenor is positioned as a pioneer. Conscious of environmental, social and governance (ESG) matters, Atenor has now proactively chosen to integrate future sustainability disclosure requirements. With this in mind, this non-financial report is loosely based on the European Sustainability Reporting Standards (ESRS).

The voluntary adoption of this approach underlines our focus on adopting, or even exceeding, the highest standards in this area. Our sustainability report is therefore directly based on the structure and procedures set out in the European directives published

in July 2023. Our goal is to provide a transparent and rigorous framework, reflecting our willingness to report our environmental, social and economic impact in a comprehensive and accurate manner.

This initiative is part of a long-term vision to strengthen the confidence of our stakeholders through open and comprehensive communication about our actions and the performance of our development projects.

Through this report, we hope, firstly, to meet the expectations of our stakeholders and, secondly, to underline the importance of sustainability for the long-term success of our activities.

improve the environmental, economic and social performance of the project portfolio. Archilab includes the ESG working group responsible for developing and monitoring the sustainable development policy. Archilab supports and initiates decisions and actions, as well as their implementation within projects or Atenor. The Archilab manager reports directly to the Managing Director.

Archilab's organic and multi-form structure makes it possible to fully integrate sustainable development into Atenor's daily business at all levels and locations of Atenor.

Archilab also acts as a catalyst to reinforce employee awareness and skills in the field of environmental management. Through thoughtful and comprehensive training programmes, Archilab meets an essential

• ESG principles: raise employee awareness of environmental, social and governance (ESG) principles and their integration into daily operations;
• Innovation in environmental technologies: inform employees about innovative technologies and methodologies that contribute to more sustainable project outcomes;
• Case studies and best practices: share case studies and real best practices, both within Atenor and in a wider sector to inspire and guide employees in their tasks.

These training initiatives orchestrated by Archilab are informative as well as interactive, fostering a culture of continuous learning and environmental awareness. Drawing on Archilab's expertise, Atenor ensures that these programmes are tailored to meet the specific

2. ESRS 2 - GENERAL DISCLOSURES

need so that Atenor employees remain informed and qualified on sustainability matters and environmental best practices.

needs and challenges encountered in its projects.

Through these training programmes, Atenor aims

2.1 GOVERNANCE - GOV

GOV-1 - THE ROLE OF THE ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES

Atenor is committed to integrating sustainability into its strategy and activities. To this end, it has administrative, management and supervisory bodies that regularly assess the skills and expertise necessary to manage sustainability matters and, more specifically, the associated impacts, risks and opportunities. These bodies are based on criteria such as knowledge of environmental, social and governance standards, the ability to identify the risks and opportunities associated with sustainability, and awareness of stakeholders' expectations. To strengthen these skills and this expertise, Atenor regularly organises Archilab sessions with external experts, who provide their insights and recommendations on sustainability topics. Atenor also provides internal training for its

are detailed in the Corporate Governance and Sustainability Charter, available on the atenor.eu website. Details are also provided in the sections of the annual financial report entitled "Administration", page 106 "Corporate Governance Statement", and "Board of Directors and its Committees" (see pages 100 to 101).

Archilab is Atenor's internal Research and Development laboratory. The task of Archilab is to define best practices to be implemented among projects, as well as Atenor's objectives in terms of quality, sustainability and feasibility. Archilab creates a momentum within the Company for which work and time are allocated. Archilab is always open to external collaborations with recognised experts.

Archilab's scope includes sustainability, at all stages of the development of Atenor's projects and strategies.

These training programmes are designed to cover a range of topics, including:

• Environmental regulations and compliance: ensure that employees are familiar with the latest environmental regulations and compliance standards relevant to Atenor's activities;
• Sustainable building practices: provide information on sustainable architectural and building practices that align with Atenor's commitment to

to provide its employees with the right knowledge and skills to be able to easily build environmental considerations into their duties. This proactive approach therefore raises awareness, but also contributes to a collective ethic of sustainability, aligning each individual within Atenor with the company's overall commitment to environmental management.

employees, in particular through online sessions, workshops or conferences.

The composition of the administrative, management and supervisory bodies, as well as their responsibilities,

In addition, Archilab, as Atenor's ESG think tank, reaches the highest level of the decision-making process in Atenor's daily life.

Archilab and

Innovation :

PropTech Lab Pitch

Day at Atenor