D'Ieteren : Financial and Directors Report (consolidated)

Financial and Directors' Report 2022

Financial and Directors'

Report 2022

Content

1. DECLARATION BY RESPONSIBLE PERSONS
2. 2022 FULL-YEAR RESULTS

1. CONSOLIDATED FINANCIAL STATEMENTS 2022
2. Consolidated Statement of Profit or Loss
3. Consolidated Statement of Comprehensive Income
4. Consolidated Statement of Financial Position
5. Consolidated Statement of Changes in Equity
6. Consolidated Statement of Cash Flows

1. Notes to the Consolidated Financial Statements

1. Statutory Auditor's Report

1. Summarized Statutory Financial Statements 2022

113 CORPORATE GOVERNANCE STATEMENT

113 Composition and functioning of the Board, executive management and control bodies

1. Diversity
2. Remuneration Report

1. Internal controls and risk management systems

1. Capital information

1. DISCLOSURE OF NON-FINANCIAL INFORMATION
2. D'Ieteren Group

150	- EU taxonomy
153	- TCFD
157	D'Ieteren Automotive

1. Belron

1. Moleskine

1. TVH

1. D'Ieteren Immo

1. Additional notes and methodology

1. Independent limited assurance report

1. GRI Content Index

246 SHARE INFORMATION

Content of the Consolidated Directors' Report *

3 EVOLUTION OF THE SITUATION, ACTIVITIES AND RESULTS OF THE COMPANY

113 CORPORATE GOVERNANCE STATEMENT

1. Composition and Functioning of the Board and Executive Management Bodies

1. Derogations to the 2022 Corporate Governance Code

1. Diversity policy
   50, 118 Remuneration Report

1. Internal controls and risk management systems

1. Capital information

140	• Disclosure of significant shareholdings
140	• Elements that can have an influence in case of a takeover bid
72	• Equity

1. DISCLOSURE OF NON-FINANCIAL INFORMATION

1. FINANCIAL RISK MANAGEMENT

1. SERVICES PROVIDED BY THE STATUTORY AUDITOR

1. SUBSEQUENT EVENTS

• The topics of Article 3:32 of the company code, defining the content of the management report, that are not applicable for D'Ieteren Group, have not been included in this summary.

Financial and Directors' Report 2022 I

1

2022 Full-Year Results

Declaration by Responsible Persons

Statement on the true and fair view of the consolidated financial statements and the fair overview of the management report.

Nicolas D'Ieteren, Chairman of the of the Board of Directors, and Olivier Périer, Deputy Chairman of the Board of Directors, certify, on behalf and for the account of D'Ieteren Group SA/NV, that, to the best of their knowledge, the consolidated financial statements which have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union, give a true and fair view of the equity, financial position and financial performance of D'Ieteren Group SA/NV and the entities included in the consolidation as a whole, and the management report includes a fair overview of the development and performance of the business and the position of D'Ieteren Group SA/NV, and the entities included in the consolidation, together with a description of the principal risks and uncertainties which they are exposed to.

2	I Financial and Directors' Report 2022

2022 Full-Year Results

2022 Full-Year results

All businesses drive strong performance

1. D'Ieteren Group

Full-year 2022 highlights

D'Ieteren Group continued on its growth trajectory in 2022 thanks to all businesses, the full-year contribution from TVH and the first time contribution from PHE for five months. The Group's key performance indicator (KPI) - the adjusted consolidated profit before tax, Group's share1 - came in at €733.4m, up 50.9% compared to 2021 including PHE and 42.9% excluding PHE. On a like-for-like basis, excluding PHE and TVH for both periods, the KPI grew by 27.6% YoY.

• Belron's adjusted profit before tax, Group's share1 improved by 23.6% YoY to €433.3m, reflecting solid top-line trends and a slightly better adjusted operating margin1 of 18.2% despite the additional costs related to the transformation programme and an environment of inflationary pressures and supply chain issues.
• D'Ieteren Automotive posted a 33.2% growth in adjusted profit before tax, Group's share1 to €147.1m in a market severely impacted by production shortages. The Belgian new car market2 was down by 2.0% YoY and D'Ieteren Automotive's revenues gained 11.4% YoY thanks to a positive price / mix effect and new mobility initiatives.

- PHE contributed for the first time for the 5-month period August - December and its adjusted profit before tax, Group's share1 came in at €38.8m.

• TVH was included for the full-year (versus only the fourth quarter in 2021), and recorded an adjusted profit before tax, Group's share1 of

€98.0m, reflecting an outstanding top-line development and an adjusted operating profit of €257.6m, representing a margin1 of 15.9%.

• Moleskine, still impacted by Covid-19 disruptions in Asia, grew its revenues by 17.8% and its adjusted operating profit1 of €21.2m was 72.4% above last year's. Adjusted profit before tax, Group's share1 for 2022 was at €10.2m versus €1.8m in 2021.
• Corporate & Unallocated (including corporate and real estate activities) reported an adjusted profit before tax, Group's share1 of €6.0m compared to €4.7m in 2021. The net cash position3 of D'Ieteren Group at the end of 2022 stands at €634.9m (or €322.0m excluding €312.9m of inter-segment loans).
• Free cash flow6 Group's share reached €48.4m and was overall impacted by the sudden increase of car deliveries from VW Group to D'Ieteren Automotive in the last month of 2022 and by the conscious decisions to increase inventories to ensure availability in a period of supply chain issues, which was for all businesses partly compensated by improved operational results. Cash generation remained strong at Belron, at €298.8m, and improved at Moleskine (€17.3m versus €15.9m in 2021), while D'Ieteren Automotive and TVH had negative free cash flows due to inventory levels and PHE (in the last five months of 2022) invested in inventories and in acquisitions.
• D'Ieteren Group's businesses made progress in the measurement of D'Ieteren Group non-financialKPIs7, namely customer satisfaction, employee engagement and CO2 emissions.
• The Board of Directors proposes a gross ordinary dividend of €3.00 per share related to the financial year 2022 (versus €2.10 in 2021).

Note that 2021 figures have been restated at TVH to improve the consistency of accounting policies across all affiliates, to reflect the purchase price allocation of TVH finalized by the Group in the second half of 2022 and at Belron to reflect a reclassification of -€21.0m of fees from system integrators in relation to the business transformation programme from adjusted result to adjusting items in the Belron segment. Refer to note 1 p.32 for more information on the restatement of comparative information.

Outlook 2023

For 2023, assuming no further escalation in geopolitical tensions nor other major unforeseen events and in a macroeconomic environment characterised by limited demand growth and continued inflation, D'Ieteren Group expects its adjusted profit before tax, Group's share1 to be around €900m. This improvement is expected to be driven by the continued growth from the businesses and the full-year contribution from PHE (versus only the last five months in 2022).

It assumes average foreign exchange rates that are in line with the rates that prevailed at the end of 2022.

Financial and Directors' Report 2022 I

3