Atenor S.a.EURONEXT: ATEB

Financial annual report 2024

· Issued by Atenor S.a.

Content

Atenor at a glance 3

Key Figures 4

Letter to the shareholders 7

Who we are 9

Vision 10

Values 10

Mission 11

Archilab 11

Projects overview 13

Administration 49

Information for shareholders and investors 57

Corporate governance statement 60

Audited financial statements 2024 88

Sustainability report 164

General information 303

In view of the location of Atenor's registered office, the official language of its corporate documents is French. Consequently, the Dutch and English versions are re- garded as unofficial translations.

The activity report presents all the projects in the port- folio, under development, or completed (sold or unsold).

The surface areas mentioned in this report are the gross above-ground surface areas, taking into account only Atenor's share as of December 31, 2024, and are sub- ject to the urban planning developments of the various projects.

Dit jaarverslag is ook verkrijgbaar in het Nederlands.

Ce rapport annuel est également disponible en français.

Atenor at a glance

International and sustainable real estate developer

Atenor is a leading real estate developer, listed on Eu- ronext Brussels (ATEB). Committed to sustainable de- velopment, Atenor applies an innovative approach to mixed-use projects (offices, housing, retail, amenities) that contribute to essential urban resilience. Each proj- ect benefits, from its inception, from the expertise of the company's Research and Development department, Archilab. With an international presence and a diversi- fied portfolio, Atenor transforms obsolete buildings and brownfields into dynamic spaces, through a complete value creation cycle.

Key figures

IFRS (IN MILLIONS OF €)

Net results (group share) Current cash Flow(1) Capital and reserves Market capitalization

(1) Net profits + depreciation, provisions and reductions in value.

2020

2021

24.13 30.24 261.21 401.21

38.07 38.51 301.04 399.81

2022

-0.84 -11.58 273.62 340.68

2023

-107.13 -48.10 344.31 325.42

2024

The 2024 consolidated financial statements were drawn up in accordance with the IFRS standards as adopted in the European Union.

Comparative evolution of Atenor stock with the Belgian All Shares

(taking into account the reinvestment of dividends)

250 250

200 200

150 150

100100

50

Belgian All Shares

Atenor 50

0 0

2015

2016

2017

2018

2019 2020 2021 2022 2023 2024

Comparative evolution of Atenor stock with the EPRA Europe

(taking into account the reinvestment of dividends)

2015

2016

2017

2018

2019 2020 2021 2022 2023 2024

FIGURES PER SHARE (IN €)

Capital and reserves

Current cash flow

Net consolidated results (group share) Dividend

Gross dividend

Net ordinary dividend Number of shares

2020

37.11 4.30 3.43

2.42 1.70 7,038,845

2021

42.77 5.47 5.41

2.54 1.78 7,038,845

2022

- 7,038,845 43,739,703 43,739,703

38.87 -1.65 -0.12

2.67 1.87

2023

7.87 -1.10 -2.45

-

2024

Net consolidated results

(in millions of €)

40

0

-120

-40

-80

2015

2015

2016

2017

2018

2019 2020 2021 2022 2023 2024

STOCK MARKET RATIOS

List price/book value

List price on 31 December (€) Gross return for 1 year Gross return

Net ordinary dividend/list price

Glossary:

2020

1.54

57.00

-17.85%

4.26%

2.98%

2021

1.33

56.80

3.90%

4.47%

3.13%

2022

1.25

48.40

-10.32%

5.52%

3.86%

2023

0.95 7.44 -79.11%

- -

2024

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

Consolidated capital and reserves

(in millions of €)

350

Current cash flow

(in millions of €)

50

30

10

-10

-30

-50

2016

2017

2018

2019 2020 2021 2022 2023 2024

Net results and gross dividend per share

(in €)

2015

280

210

140

70

0

2016

2017

2018

2019 2020 2021 2022 2023 2024

8

7

6

5

4

3

2

1

0 -1 -2 -3

EPRA Europe

Atenor

Gross dividend per share

Net result per share

Breakdown of

PROJECTS UNDER DEVELOPMENT

Breakdown by country

Belgium

287,655m²

Hungary

228,316m²

Poland

207,745m²

Netherlands

95,886m²

France

72,847m²

Portugal

42,571m²

Romania

91,066m²

Luxembourg

66,118m²

United Kingdom

25,143m²

Germany

15,189m²

Breakdown by function

Esch-sur-Alzette

Others

2%

Retail

3%

Amenities

3%

Offices

36%

Residential

56%

Belval

1.4%

Düsseldorf

2.7%

1.3%

1,131,536m2

Total gross surface area (1)

(1) Atenor's share

Letter to the shareholders

Dear shareholders,

For the real estate sector, 2024 was a continuation of 2023. Although interest rates began to fall, capital remained very reluctant to invest in real estate. Office rents rose, driven by inflation and a lack of qual- ity space, but number of investment transactions was fairly limited. Investment in Central Europe continued to suffer from the war in Ukraine and the uncertainty hanging over the region. As for the resi- dential market, transactions were lower than expected by the sector.

Against this backdrop, we continued to implement the priority choice we had announced: reducing our consolidated net debt. And we did better than announced, since our debt was reduced by € 153 million! What's more, we ended the year with € 59.5 million in cash on our balance sheet. We have therefore improved our solvency ratio despite difficult market conditions. This reduction in consolidated net debt is all the more remarkable given that we spent more than € 188 million on developing projects in our port- folio. We have therefore continued to prepare for the future.

The decision to sell quality projects to opportunistic buyers forced us to accept prices below our expectations, resulting in write-downs on some projects. Nevertheless, as we wish to continue reducing our exposure to the Central European office market in 2025 - a market which is profitable in the long term, but which does not offer sufficient liquidity for a real estate developer like Atenor in the short term - we have taken further write-downs on targeted projects in our portfolio.

Financial markets will not be the same in the future as they have been in the past. Over the past 15 years, Atenor has benefited from a source of low-cost financing through bond issues. In two years, we will have repaid over 32% of the bonds that were issued by December 31, 2022. Our operations will now be financed by alternative financing and partnerships, or other co-developments, particularly in the residential market. In this respect, we would like to point out that at December 31, 2024, 56% of our portfolio made up residential projects, following the sale of office space and the ongoing conversion of office space into residential units.

In this context, on March 2, 2025, the company recorded a cap- ital increase by its reference shareholders of €45.3 million. This liquidity injection puts Atenor in a better position to achieve the objectives set out above.

In favor of our balance sheet structure, we will not be proposing the payment of a dividend this year.

We would like to conclude by thanking our shareholders for their support, and all our employees for their hard work in difficult cir- cumstances.

The Group's net results should not overshadow the excellent op- erating results, underpinned by the judicious strategic choices of geographic diversification and positioning in the sustainable economy. These are some 50% higher than in the pre-Covid peri- od, despite the health and political events of the past five years. Our leadership in sustainable development has once again been validated by the award and a five-star GRESB score.

These high operating results were impacted by record financial expenses, all the more justifying in hindsight our decision to give priority to debt reduction.

We are confident that the markets will perceive the company's earn- ings power more frankly if we can, as we hope, return to an era of new projects to develop. Whether for sustainable offices or afford- able housing, demand is strong, and our international, sustainable positioning in urban areas holds great potential for new growth.

Over the next 3 years, we will implement a plan focusing on the following areas:

1. Implementation of the residential portfolio through targeted partnerships;

  • 2. Continued development of our office projects in Western Europe;

  • 3. Reduced exposure to offices in Central Europe.

Stéphan Sonneville SA Chief Executive Officer Frank Donck Chairman of the Board of Directors

WHO WE ARE

Who we are

Who we are

Vision

Firmly anchored in our European roots, Atenor aims to play a key role in the necessary transformation of the urban fabric. Our ambi- tion in the medium and long term is to turn cities into resilient liv- ing spaces. The architectural quality we offer and the integration of sustainability into all phases of our projects enable us to tackle environmental, economic, and social challenges with confidence.

Values

  • • Excellence : We strive for excellence. Our teams' rigor, bold- ness, and open-mindedness enable us to innovate and create value for our stakeholders.

  • • European commitment : Atenor believes in a prosperous future for European cities. We aspire to participate in the necessary transition of the urban environment and to improve the lives of citizens.

  • • Transparency : Atenor acts through a clear and transparent communication policy. We engage in dialogue with our stake- holders.

  • • Integrity : Atenor's ethical principles shape its culture and reputation. Integrity in management, respect for the envi- ronment, and a sustainable approach to business are the fundamental rules.

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