QSR Platform Holding

Luxembourg

Konzernabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.12.2022

Table of contents

Consolidated Management report

Independent auditor's report

Consolidated financial statements

Consolidated statement of financial position

Consolidated statement of comprehensive income

Consolidated statement of changes in equity

Consolidated statement of cash flows

Notes to the consolidated financial statements

Consolidated management report

Dear Shareholders,

In accordance with the statutory and legal measures in force in Luxembourg, we hereby present to you the management report of the Board of Managers of the General Partner for the financial year ended on 31 December 2022, and we are pleased to submit to you the consolidated annual accounts of QSR Platform Holding S.C.A. (hereinafter the "Company" or "Group" if taken together with its subsidiaries) for the financial year ended on 31 December 2022, which are attached to the report.

1. Information concerning operations

Incorporated as a partnership limited by shares on 17 July 2018 under the previous name KC North Sea S.C.A., the Group operates a chain of quick service restaurants ("QSR") in Europe, either directly with own restaurants or through franchisees. The Group acquired certain rights pertaining to the Nordsee brand (hereafter referred to also as "Seafood"), in a range of European countries and derives income from the exercise of contracts in relation with these rights.

In 2020 the Company changed its name to QSR Platform Holding S.C.A. to reflect the structure as result of the contributions that occurred on February 12th 2020 when the entity acquired the control of Gripinvest Sarl (Burger business with Quick and Burger King as brands) and KC Next QSR S.C.A. (O'Tacos brand (hereafter referred to also as "French tacos")). This contribution was made with the intention to constitute one of the largest independent quick service restaurants group in Europe with more than 1,000 operating selling points. The brands of the new platform are as such Quick, Burger King, Nordsee, Go!Fish, O'Tacos and Chick&Cheez which are primarily operated in Belgium, Luxembourg, France, Germany, Austria and Italy. With the sale of BKSEE Poland (hereafter referred to as "BK Poland") in August 2022 the Group was no longer active in Poland during the last 4 months of 2022 with a consequential closure of 20 restaurants ¹.

As at 31 December 2022, the Group reached a total of 1,043 restaurants (of which 302 Company-Owned) with 55 openings and 29 closures during 2022. As at 31 December 2022 the Group had opened a total of 224 virtual kitchens ("VKs"), reaching a total of 1.267 points of sale. As at 31 December 2022, the Group employed 5.196 staff (2021: 5.088), of which 4 827 (2021: 4.717) are active in restaurants.

2. Existence of branches and subsidiaries

As at 31 December 2022, the Company holds 100% of the share capital of QSR Platform S.à.r.l. incorporated and existing under the laws of Luxembourg.

As further detailed in the other sections of the consolidated management report the Group operates through various subsidiaries and branches that are located in several countries across Europe.

The Group owns the Nordsee and Go!Fish brands, both mainly operated in Germany and Austria, the O'Tacos and Chick&Cheez brands mainly operated in France and Belgium and the Quick brand operated in Belgium and Luxembourg. The Group has also the right to use the Burger King brand and operate Burger King restaurants in Belgium, Luxembourg and Italy through a master franchise agreement with Burger King Europe. Until the end of August 2022, the Group also operated Burger King Company-Owned restaurants in Poland through a franchise agreement with Burger King Europe. The latter business was sold, further information regarding the divestment in Poland is in note 34.

¹ the following figures are presented excluding BKSEE Poland for comparability.

3. Results of the year end position

3.1. Significant changes in the year

During the year an updated assessment by the Board of Managers of the General Partner resulted in a change to the accounting of leasing and deferred income taxes, which has been applied retrospectively in these financial statements by restating balances that were previously reported. Further details on the adjustments are set out in note 2.28 of the Financial Statement.

FY22 was characterized by Covid restrictions during the first months of the year across all countries. In the course of Q2 of 2022 all these restrictions were lifted, however across all businesses the dine-in share has remained considerably below pre-covid levels. An adverse international context, on the back of the Russo-Ukrainian war, characterized the second half of the year, marked by high inflation amongst other on cost of food and energy. Even though this context softened consumer confidence, our activity remained resilient.

•	FY22 EBITDA stood at KEUR 80 926 (vs. KEUR 80 241 in FY21) including KEUR 9 594 subsidy for Nordsee.
•	Group System Wide Sales ("SWS") of KEUR 1.213.109 in FY22, ahead of FY21 (+32%). SWS refers to the aggregated sales achieved by both our Franchised restaurants and Company-Owned restaurants.
•	KEUR 124 843 of cash and cash equivalents as of 31 December 2022.

Development

•	Opened 55 restaurants in FY22
•	Opened 146 virtual kitchens in FY22 for a total of 224 VKs in FY22 (119 Go!Fish & 105 O'Tacos)
•	Including virtual kitchens, the Group has reached 1,267 points of sale as of 31 December 2022
•	Divestment in BK Poland with closure of 20 restaurants

High inflation

Throughout FY22 raw material prices increased meaningfully:

•	Full year total blended cost increase of -30% driving FY22 COGS up by c.9 pp before pricing adjustments
•	We have conducted several projects to mitigate cost of food price increase such as change in product mix, revaluation of our offering specification, waste management and optimal use of temporary staff (a.o. more students)
•	We have carefully adapted our prices over the year, in line with the QSR sector and without material loss in traffic

Continued progress on long term strategic value creation drivers (Innovation & Development, Digital & ESG)

•	We continued our journey towards our ESG 2030 plan with the issuance of our first ESG report
•	We strategically divested BK Poland
•	We invested further in digital channel with our core CRM and data analytics processes
•	We explored new countries (O'Tacos in Italy and Spain) and continued to innovate in different concepts (virtual kitchen, shop-in-shop) and menu offering

Furthermore, we pursued our development strategy and as of December 31, 2022, we operate:

•	300 restaurants under the Burger King brand
•	79 restaurants under the Quick brand
•	340 restaurants under the Nordsee brand
•	119 virtual kitchens under the Go!Fish brand
•	319 restaurants and 105 virtual kitchens under the O'Tacos brand
•	5 restaurants under the Chick&Cheez brand.

Our results of operations have been, and will continue to be, affected by a number of factors, many of which are beyond our control. See "Financial risk factors." There are several key items that have impacted, and we expect will continue to impact, our results of operations on a consolidated basis. These items are described below.

3.2. Factors that impact the results of operations

3.2.1. Impact of the COVID-19 pandemic

The QSR industry has been impacted by the Covid-19 pandemic especially during the first months of 2022. The effects have been a decrease in dine-in customers and a shift towards online and delivery options compared to pre-covid levels.

3.2.2. Impact of Russo-Ukrainian war

The Russian invasion of Ukraine in late February 2022 has led to increased market volatility and economic uncertainty. Although the war between Russia and Ukraine remains localized, it has broad implications for economies around the world, as the two countries account for a large share of global energy exports, as well as exports of a range of metals, food commodities, and agricultural inputs. As a result, the main consequences of the conflict for economies are: inflation, due to rising energy and nonenergy commodity prices.

3.3. Segment and revenue information

We summarize below the key consolidated financial and other operational data for the years ended 2021 and 2022.

Please note that during the period some segments have been renamed in the management reporting. 'Fish' was renamed to 'Seafood' and 'Tacos' to 'French tacos' and the presentation is reflected in these financial statements. The scope of the segments remains unchanged. The non-material segment Chicken, comprising Chick&Cheez, is included under 'Other'.

3.3.1. Points of Sale

In number of restaurants

	2022	2021	Change	% Change
By operating model
Franchise Restaurants	741	714	27	4%
Company Restaurants	302	303	-1	0%
By segment
Burger	379	358	21	6%
Seafood	340	356	-16	-4%
French tacos	319	301	18	6%
Chicken	5	2	3	150%
Total Restaurants	1043	1017	26	3%

In number of virtual kitchen

	2022	2021	Change	% Change
By operating model
Franchise Restaurants	0	0	0	-
Company Restaurants	224	81	143	177%
By segment
Burger	0	0	0	-
Seafood	119	50	69	138%
French tacos	105	31	74	239%
Other	0	0	0	-
Total Restaurants	224	81	143	177%

During the periods under review, the main trends in our restaurant and virtual kitchen network have been: (i) an expansion of O'Tacos and GolFish; (ii) an increasing number of Franchised Restaurants over Company-Owned restaurants; (iii) closures of certain loss-making restaurants, in particular in the Nordsee brand, and a limited contraction of the Quick network resulting from conversions into Burger King restaurants; (iv) steady growth in all our segments and (v) expansion beyond France, Belgium, Germany and Italy.

3.3.2. System Wide Sales

In KEUR

	2022	2021	Change	% Change
By operating model
Franchise Restaurants	866,095	660,769	205,326	31%
Company Restaurants	347,014	259,468	87,546	34%
By segment
Burger	687,496	547,460	140,036	26%
Seafood	220,540	142,587	77,953	55%
French tacos	304,040	229,851	74,189	32%
Other	1,033	339	694	205%
Total SWS	1.213,109	920,237	292,872	32%

Our revenue generation is largely driven by System Wide Sales to consumers.

SWS increased by KEUR 292.872 or 32% to KEUR 1.213.109 for the twelve-month period ended December 31, 2022, from KEUR 930.237 for the twelve-month period ended December 31, 2021.

The increase in SWS for the twelve-month period ended December 31, 2022, as compared to the previous year for the same period, was mainly driven by (i) the removal of Covid-19 restrictions during 2022 while these were still implemented in most of 2021, (ii) opening of 55 new restaurants and 146 virtual kitchens in addition to the full year effect of openings in 2021 (iii) the development of new offers, (iv) record sales in the Burger and French tacos segment driven by strong same store sales performance helped by consumer price increases.

These effects were partly offset by (i) the adverse international context in 2022, impacting consumer confidence (ii) the definitive closing or disposal of 31 restaurants (of which 3 Burger, 19 Seafood, 8 French tacos and 1 Chicken). Apart from the above 20 restaurants were sold in August 2022 due to divestment of BK Poland.

3.3.3. Revenue

in KEUR	2022	2021	Change	% Change
Total Revenue	473,448	351,417	122,032	35%
Sales by Company-operated restaurants	345,333	260,605	84,728	33%
Revenue from contract with Franchised restaurants	89,875	62,382	27,492	44%
Rental income from Franchised restaurants	38,240	28,429	9,811	35%

The Group derives revenues from services over time and at a point in time in the following major business lines and geographical regions. Those major business lines and geographical regions have also been identified as segments.

3.3.3.1. Company-Owned restaurants revenue:

Company-Owned restaurants revenue increased by KEUR 84.728 or 33% to KEUR 345.333 for the twelve-month period ended December 31, 2022, from KEUR 260.605 for the twelve-month period ended December 31, 2021.

During the last twelve months ended December 31, 2022, the net increase in Company-Owned restaurant revenue was mainly due to the following effects:

•	Lower impact from Covid-restrictions which have all been lifted during Q2 2022
•	The full year effect of the increase of 4 Company-Owned restaurants in 2021
•	Our ability to recover and maintain a strong average restaurant sales (ARS) across our Burger and French tacos segments
•	Strong same store sales performance helped by several consumer price increases to mitigate unprecedented cost inflation

The overall number of restaurants operated as Company-Owned restaurants during the last twelve-month period ended December 31 2022 is 302 (95 operated under the Burger segment, 205 Seafood segment and 2 French tacos segment), following:

•	5 new Company-Owned openings (under the Burger segment) and 50 new Franchised openings
•	The conversion of 2 Company-Owned restaurants into 2 Franchised restaurants
•	The conversion of 4 Franchised restaurants in 4 Company-Owned restaurants
•	Closing of 8 Company-owned restaurants (7 Seafood and 1 French tacos)

The above-mentioned positive effects were however partly offset by the challenging international context as already explained.

3.3.3.2. Franchised restaurants revenue:

Franchised revenue increased by KEUR 27,492 or 44% to KEUR 89,875 for the twelve-month period ended December 31, 2022, from KEUR 62,382 for the twelve-month period ended December 31, 2021. The increase was mainly driven by:

•	Lower impact from Covid-restrictions which have all been lifted during Q2 2022
•	The full year effect of the net increase of 58 Franchised restaurants in 2021
•	Strong same store sales performance helped by several recommended consumer price increases in order to help franchises to mitigate unprecedented cost inflation.

The net increase in the overall number of Franchised restaurants by 27 to 741 Franchised restaurants at the end of December 2022 (of which 284 operated under the Burger segment, 135 under the Seafood segment, 317 under the French tacos segment and 5 Chicken under the other segment), from 714 Franchised restaurants at the end of December 2021 (of which 267 operated under the Burger segment, 148 under the Seafood segment, 297 under the French tacos segment and 2 Chicken operated under the other segment), following:

•	50 new Franchised openings (17 Burger segments, 26 French tacos, 3 Seafood and 4 Chicken)
•	The conversion of 6 Company-Owned restaurants to Franchised restaurants (5 operated under the Burger segment and 1 operated under French tacos segment)

The above-mentioned positive effects were however partly offset by (i) the disposal or definitive closing of 23 restaurants (3 Burger, 12 Seafood and 7 French tacos and 1 Chicken) (ii) the adverse international context affecting consumer confidence as explained above.

3.3.3.3. By segment

	2022	2021	Change	% Change
Revenue by segment
Burger	258,105	208,472	49,633	24%
Seafood	182,063	119,323	62,740	53%
French Tacos	33,176	23,556	9,620	41%
Other	104	66	38	58%
Total revenue	473,448	351,417	122,031	35%

Revenue increased from KEUR 351.417 in FY21 to KEUR 473.448 in FY22. The increase (35%) was driven by the factors explained above.

3.3.3.4. Result of operations

The following table sets forth the consolidated results of operations of QSR Platform Holding for the twelve-month audited period ended 31 December 2021 and 2022, prepared in accordance with IFRS:

	2022	2021 restated	% Change
Total Revenue	473,448	351,417	35%
Cost of sales	381,046	295,724	29%
GROSS PROFIT	92,403	55,693	66%
Other operating income	10,094	31,863	-68%
Selling, General & administrative expenses ^(*)	83,699	68,104	23%
Other operating expenses	597	235	154%
PROFIT (LOSS) FROM OPERATIONS	18,201	19,217	-5%

Total cost of sales increased by KEUR 85,322, or 29% to KEUR 381,046 for the twelve-month period ended December, 2022, form KEUR 295,724 for the twelve-month period ended December 2021. Gross margin improved from 15.8% in 2021 to 19.5% in 2022 on the back of higher revenue as explained above.

The higher cost of sales is driven by (i) the increase in Company-Owned restaurants labour costs by KEUR 12,547, or 13% to KEUR 106,830 For the twelve-month period ended December, 2022, from KEUR 94,283 for the twelve-month period ended December 2021 (ii) the increase in Company-Owned restaurants' food costs by KEUR 36,636, or 49% to KEUR 111,264 for the twelve-month period ended December, 2022, from KEUR 74,628 for the twelve-month period ended December 2021 (iii) the increase in Company-Owned restaurants' Occupancy and other operating expenses by KEUK 21,436, or 53% to KEUR 61,736 for the twelve-month period ended December, 2022, from KEUR 40,300 for the twelve-month period ended December 2021.

The higher cost of sales was mainly attributable to (i) increased revenue as explained above (ii) higher raw material costs driven by higher inflation in FY22 (ii) higher Company-Owned restaurant labour cost due the salary adjustment and an increase in total worked hours.

The Group recognised an operating profit of KEUR 18.201 in FY22 compared to an operating profit of KEUR 19.217 in FY21. The decrease was mainly driven by (i) less covid related government subsidies received from the local authorities, mainly in Germany, presented with other operating income for a total amount of KEUR 5.703 in FY22 and KEUR 31.638 in FY21 (ii) an increase in Selling, General & Administrative expenses of KEUR 15.320 related to Employee benefits expenses (KEUR 9.883) and Service & other goods (14.988)

Further details on the Government subsidies are included in note 32 and 33 of the consolidated financial statements.

3.3.3.5. By geographical breakdown

The geographical breakdown of the Group's revenue is as follows:

Revenue by region	2022	2021
Revenue from Germany	154,954	100,318
Revenue from Italy	107,838	82.832
Revenue from France	28,314	19,863
Revenue from Belgium	129,310	107,381
Revenue from Luxembourg	26,236	22,338
Revenue from Austria	26,796	18,683
Total revenue	473,448	351,417

For further details on the breakdown of revenue by nature and by geography, we refer to note 24 of the financial statements.

3.3.4. EBITDA

Management EBITDA pre IFRS 15 & IFRS 16	80,926
Reconciling items
- Effect of IFRS 16	53,215
- Effect of IFRS 15	(2,055)
Management EBITDA	132,086
- Non recurring income and expenses	(5,194)
- Management equity plan	(11,054)
- Management fees PE	(4,200)
- Interest charges	(60,518)
- Income taxes	(15,776)
- Depreciation, Amortisation and impairment	(151,696)
- Effect of group scope differences (entities accounted under the equity method)	227
- Recycling of CTA as result of sale of Poland	1,772
- Gain on hedge instruments	4,081
- Fair value changes on financial assets	8,941
- Valuation of convertible bond overall impact	(10,325)
Profit or loss of the period:	(111,656)

KEUR

	2022	2021
EBITDA by Segment
Burger	65,320	51,785
Seafood	1,276	17,574
French tacos	14,498	11,132
Group	(168)	(250)
Total Management EBITDA	80,926	80,241

4. Future perspective and recent developments

The Company plans to continue with the execution of its operational development plan focused on the organic expansion of its existing network by opening of new restaurants and virtual kitchens. In addition, the Company keeps on exploring any relevant and interesting M&A opportunities.

5. Research and development

Research and development is essentially focused on food offering, food and customer experience quality.

6. Risks and uncertainties

The principal risks and uncertainties identified by the Board of Managers of the General Partner are as follows:

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group's market risks arise from open positions in (a) foreign currencies and (b) interest-bearing liabilities, to the extent that these are exposed to general and specific market movements. In practice, this is unlikely to occur, and changes in some of the factors may be correlated - for example, changes in interest rate and changes in foreign currency rates. Management at the level of each of the Group's entities is in charge of risk management and reviews financial positions periodically.

Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its obligations when they fall due. The investments made by the Group are illiquid in nature. The ability of the Group to liquidate its investments at attractive prices or appropriate times will depend on a number of factors that may be outside of the control of management. Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents, the availability of funding through an adequate amount of committed credit facilities and the ability to close market positions. Excluding the cash from a financing of KEUR 85,000 for long term acquisition the Group structural negative working capital is due to the capex investments in restaurants and the longer credit facilities with the suppliers. Due to the dynamic nature of the underlying businesses, management aims to maintain flexibility in funding by keeping sufficient cash available.

The Group uses financial instruments for hedging against interest rate fluctuations. The fair value of these instruments amounted to KEUR 5.108 (2021: KEUR 63).

For additional financial risks affecting the Group, please refer to note 4 of the financial statement.

Operational risk

The activities of the Group are highly labour intensive. The Group's profitability is affected by its ability to manage labour costs and its impact on profit margins. Attracting and retaining qualified managers and employees remains challenging and the inability to meet these challenges could require the Group to pay higher wages and/or incur additional costs associated with high employee turnover. In addition, increases in the minimum wage or labour regulations in the countries in which the Group operates could increase labour costs. Additional labour costs could adversely affect profit margins. The Group seeks to minimize the long-term trend toward higher wages through increases in labour efficiencies.

Food is the primary product of the Group therefore food safety is a top priority. The Group's reliance on third-party food suppliers and distributors increases the risk that food-borne illness incidents could be caused by factors outside its control and that multiple locations would be affected rather than a single restaurant. Any report or publicity linking the Group's brands in instances of food-borne illness or other food safety issues, including food tampering or contamination, could adversely affect its brands and reputation as well as the revenues and profits. The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, which could result in disruptions in supply chain, significantly increase costs and/or lower margins.

7. Subsequent events that have occurred since 31 December 2022

The Group needs to comply with certain financial covenants as outlined in the Term and Revolving Facilities Agreement with Ares Management Limited. These covenants primarily relate to the Group's (i) senior adjusted leverage, the ratio of Net senior debt to Adjusted EBITDA, and (II) minimum EBITDA cover.

On 31 March 2023, the Group agreed a covenant reset with Ares. This amendment provides for a less aggressive stepdown in the senior adjusted leverage ratio as of 31 March 2023.

The Group has complied with all financial covenants in 2021, 2022 and 2023 so far.

8. Sustainability

The Company has developed in the course of 2021 a comprehensive ESG 2030 plan, focused on 4 key pillars (Planet, Food, Engagement and People). In 2022 the Group has continued to execute according to this plan as outlined in the second ESG report which is to be published on the Group website.

9. Authorization of the financial statements

The financial statements included herein were authorized for issuance by the Board of Managers of the General Partner on 12 May 2023.

Manuel Roumain

Daniel Grossmann

Smaine Bouchareb

Representatives of the Board of Managers of the General Partner

Audit report

To the Shareholders of

QSR Platform Holding

Report on the audit of the consolidated financial statements

Our opinion

In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of QSR Platform Holding (the "Company") and its subsidiaries (the "Group") as at 31 December 2022, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.

What we have audited

The Group's consolidated financial statements comprise:

•	the consolidated statement of financial position as at 31 December 2022;
•	the consolidated statement of comprehensive income for the year then ended;
•	the consolidated statement of changes in equity for the year then ended;
•	the consolidated statement of cash flows for the year then ended; and
•	the notes to the consolidated financial statements, which include a summary of significant accounting policies.

Basis for opinion

We conducted our audit in accordance with the Law of 23 July 2016 on the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as adopted for Luxembourg by the "Commission de Surveillance du Secteur Financier" (CSSF). Our responsibilities under the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further described in the "Responsibilities of the "Réviseur d'entreprises agréé" for the audit of the consolidated financial statements" section of our report.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

We are independent of the Group 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 consolidated financial statements. We have fulfilled our other ethical responsibilities under those ethical requirements.

Other information

The General Partner is responsible for the other information. The other information comprises the information stated in the consolidated management report but does not include the consolidated financial statements and our audit report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements 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 that fact. We have nothing to report in this regard.

Responsibilities of the General Partner for the consolidated financial statements

The General Partner is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRSs as adopted by the European Union, and for such internal control as the General Partner determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the General Partner is responsible for assessing the Group'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 General Partner either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.

Responsibilities of the "Réviseur d'entreprises agréé" for the audit of the consolidated financial statements

The objectives of our audit are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report 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 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 consolidated financial statements.

As part of an audit in accordance with the Law of 23 July 2016 and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

•	identify and assess the risks of material misstatement of the consolidated financial statements, 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 Group's internal control;
•	evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the General Partner;
•	conclude on the appropriateness of the General Partner'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 Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our audit report to the related disclosures in the consolidated financial statements 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 audit report. However, future events or conditions may cause the Group to cease to continue as a going concern;
•	evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
•	obtain sufficient appropriate audit evidence regarding the financial information of the entities and business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

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.

Report on other legal and regulatory requirements

The consolidated management report is consistent with the consolidated financial statements and has been prepared in accordance with applicable legal requirements.

Luxembourg, 25 May 2023

PricewaterhouseCoopers, Société coopérative

Represented by Electronically signed by: Patrick Schon

Consolidated statement of financial position as at 31 December 2022

	Note	2022	2021 restated
Assets
NON-CURRENT ASSETS Total		1,276,172	1,391,679
Goodwill	6	381,527	442,810
Intangible assets	7	375,306	376,745
Property, plant and equipment	8	95,165	109,618
Right-of-use assets ^(*)	2.28,9	356,227	390,335
Deferred tax assets ^(*)	2.28,22	35,997	48,214
Interest in a joint venture and interest in associates	10	1,193	966
Other non-current financial assets	12	30,758	22,992
CURRENT ASSETS Total		209,281	221,701
Inventories	13	4,601	3,789
Trade and other receivables	14	62,506	70,537
Prepayments		1,546	2,687
Derivative assets	11	5,108	63
Other current financial assets ^(*)	12	10,676	7,446
Cash and cash equivalents		124,843	137,179
TOTAL ASSETS		1,485,453	1,613,380
Equity and liabilities
TOTAL EQUITY		160,227	260,454
Issued Capital	15	62	62
Share premium		389,897	389,897
Retained earnings ^(*)	2.28	(235,192)	(137,077)
Currency translation adjustment		225	1,706
NON CONTROLLING INTERESTS	16	5,235	5,867
NON CURRENT LIABILITIES Total		1,147,200	1,178,007
Borrowings	17,18	577,221	573,841
Lease liabilities ^(*)	2.28, 17,18	362,267	393,253
Deferred income tax liabilities ^(*)	2.28,22	106,809	105,158
Provisions	19	8,075	8,940
Employee benefits	20	79,005	92,432
Derivative liabilities	11	13,487	2,982
Other non-current liabilities		336	1,400
CURRENT LIABILITIES Total		178,025	174,919
Loans & borrowings	17,18	20,471	30,594
Lease liabilties	18	46,568	43,982
Provisions	19	4,638	3,666
Employee benefits	20	14,109	18,186
Trades and Other payables ^(*)	2.28,21	66,329	55,802
Current income tax	22	8,691	6,464
Deferred income and accruals	23	17,216	16,225
TOTAL LIABILITIES & EQUITY		1,485,453	1,613,380

The accompanying notes form an integral part of these consolidated financial statements.

^(*) Individual line items and relevant note restated for 2021. See note 2.28 for further details

Consolidated statement of comprehensive income for the year ended 31 December 2022

Consolidated statement of comprehensive income	Note	2022	2021 restated
Continuing operations
Total Revenue	24	473,448	351,417
Sales by Company-operated restaurants		345,333	260,605
Revenue from contract with Franchised restaurants		89,875	62,382
Rental income from Franchised restaurants		38,240	28,429
Cost of sales		381,046	295,724
Companyoperated restaurant expenses	25	344,306	265,991
Franchised		-	1,028
Franchised rastaurants expense		36,239	28,706
GROSS PROFIT		92,403	55,693
Other operating income	32	10,094	31,863
Selling General & administrative expenses ^(*)	26	83,699	66,104
Other operating expenses		597	235
PROFIT (LOSS) FROM OPERATIONS		18,201	19,217
Finance income	28	13510	1,548
France expences ^(*)	29	70,843	61,296
of which income (loss) from derivative instrument	29	10.505	-
Other non operating income	33	5,703	19,012
Other non operating expenses	31	65,907	7,709
In come loss from investments	10	227	(91)
PROFIT /(LOSS) BEFORE TAX		(99.109)	(29,318)
Income tax expense ^(*)	30	15,776	3,214
PROFIT /(LOSS) AFTER TAX FROM CONTINUING OPERATIONS		(114,885)	(32,532)
Result from discounted operations	34	3,229	(989)
PROFIT /(LOSS) OF THE PERIOD		(111,656)	(33,522)
CONSOLIDATED PROFIT / (LOSS)		(111,656)	(33,522)
Continued operations		(114,885)	(32,532)
Discontinued operations		3,229	(989)
Net result attributable to:
Profit/(Loss) on equity holders of the parent		(111,152)	(33,264)
Profit/(Loss) on non controlling interests		(503)	(258)
Other comprehensive income
terms that may be subsequently potass tied to profit or loss
CTA on Continued operations		291	(416)
CTA on Ds continued operations		(1,772)	-
Items that will not be reclassifed to profit or loss
Remeasurement loss on defined benefit plans		19,647	1,904
Income tax relating to these items		(6,738)	(710)
Net other comprehensive income/ (loss) that will not be reclassified to profit or less in subsequent period		12,909	1,194
Other comprehensive less for the year, net of taxes		11,428	778
Total comprehensive income for the year profit / (loss)		(100,228)	(32,744)
Total comprehensive income for the year is attributable to:
Owners		(99,596)	(32,447)
Non-controlling interests		(631)	(296)
Total comprehensive income for the year is attributable to owners arise is from:
Continued operations
Discontinued operations		1,297	(880)

The accompanying notes form an integral part of these consolidated financial statements.

^(*) Individual line items and relevant note restated for 2021. See note 2.28 for further details

Consolidated statement of changes in equity for the year ended 31 December 2022

	Ordinary shares	Share premium	Retained deficit
	KEUR	KEUR	KEUR
Balance sheet as at 31 December 2020 before restatement	59	352,679	(105,002)
Corrections from prior year error (see note 2.28)			(44)
Balance sheet as at 31 December 2020 after corrections	59	352,679	(105,046)
Conversion of shareholder bond	3	37,218	-
Total transactions with owners, recognized directly in equity	3	37,218	-
Profits(Loss) for the year ^(*)	-	-	(33,263)
Translation differences	-	-	-
Other comprehensive income	-	-	1,232
Total comprehensive (loss)/profit	-	-	(32,030)
Balance sheet as at 31 December 2021 restated	62	389,897	(137,077)
Balance sheet as at 31 December 2021 as presented last year	62	389,897	(132,584)
Corrections from prior year error (see note 2.28)			(4,493)
Balance sheet as at 31 December 2021 after corrections	62	389,897	(137,077)
Profit/(Loss) for the year ^(*)			(111,152)
Translation differences	-	-
Other comprehensive income	-	-	13,037
Total comprehensive (loss)/profit	-	-	(98,115)
Balance sheet as at 31 December 2022	62	389,897	(235,192)

	Currency translation adjustments	TOTAL	Non-controlling interests	Total equity
	KEUR	KEUR	KEUR	KEUR
Balance sheet as at 31 December 2020 before restatement	2,122	249,857	6,163	256,020
Corrections from prior year error (see note 2.28)		(44)		(44)
Balance sheet as at 31 December 2020 after corrections	2,122	249,813	6,163	255,976
Conversion of shareholder bond	-	37,221	-	37,221
Total transactions with owners, recognized directly in equity	-	37,221	-	37,221
Profits(Loss) for the year ^(*)	-	(33,263)	(258)	(33,521)
Translation differences	(416)	(416)	-	(416)
Other comprehensive income	-	1,232	(38)	1,194
Total comprehensive (loss)/profit	(416)	(32,446)	(296)	(32,743)
Balance sheet as at 31 December 2021 restated	1,706	254,588	5,867	260,455
Balance sheet as at 31 December 2021 as presented last year	1,706	259,080	5,867	264,947
Corrections from prior year error (see note 2.28)		(4,493)		(4,493)
Balance sheet as at 31 December 2021 after corrections	1,706	254,587	5,867	260,454
Profit/(Loss) for the year ^(*)		(111,152)	(503)	(111,656)
Translation differences	(1,481)	(1,481)	-	(1,481)
Other comprehensive income	-	13,037	(128)	12,909
Total comprehensive (loss)/profit	(1,481)	(99,596)	(631)	(100,227)
Balance sheet as at 31 December 2022	225	154,992	5,236	160,227

The accompanying notes form an integral part of these consolidated financial statements.

^(*) Individual line items and relevant note restated for 2021. See note 2.28 for further details

Consolidated statement of cash flows for the year ended 31 December 2022

	Note	31/12/2022	31/12/2021 restated
I. CASH FLOWS FROM OPERATING ACTIVITIES
CONSOLIDATED PROFIT / (LOSS)		(111,656)	(32,532)
Adjustments of non cash items
Depreciation, amortization and impairment on fixed assets	7, 8, 9	140,698	82,951
Deferred income tax charge	30	15,776	3,211
Movement in accruals and provisions through P&L		4,515	2,553
Net result on disposal of fixed assets & discontinued operations	8, 34	1,825	(987)
Financial result	28, 29	50,910	60,565
Others		(1,627)	(272)
Unrealized Exchange (Gain)/Loss		(9)	611
Changes in fair value on derivative financial instruments	11, 28, 29	6,423	134
Change in working capital
Inventories	13	(812)	(220)
Trade and other amounts receivable	14	8,031	(29,849)
Prepayments		1,141	(57)
Other current assets		(3,211)	1,816
Trade and other payables		9,466	10,283
Other current liabilities		-	1,989
Deferred income and accruals	23	990	(10,048)
Increase/(Decrease) in working capital		15,605	(26,086)
Total Cash generated fom operations		122,460	91,137
Income tax paid		(7,276)	(9,665)
TOTAL I. NET CASH FLOWS FROM OPERATING ACTIVITIES		115,183	80,483
II. CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property, plant & equipment	8	(23,994)	(11,453)
Acquisition of intangible assets	7	(3,005)	(3,259)
Investment in affiliates		-	(8,389)
Loans to investment subsequently converted		(2,200)	-
Proceeds from sale of discontinued operations	34	6,200	-
Movements in long term financial assets other than equity		201	400
TOTAL II. INVESTING ACTIVITIES		(22,798)	(22,701)
III. CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings	17, 18	-	94,696
Repayments of borrowings	17, 18	(12,000)	(14,250)
Collections from finance leases	17, 18	13	1,958
Payment of interest	17, 18	(44,860)	(38,429)
Repayment of lease liabilities	17, 18	(47,875)	(42,743)
TOTAL III. FINANCING ACTIVITIES		(104,722)	1,232
Net cash variation		(12,336)	59,014
IV. VARIATION OF CASH ACCOUNTS
Cash and cash equivalent at the beginning of the year		137,179	77,794
Cash variation in cash and cash equivalent		(12,336)	59,014
Net Foreign exchange difference		419	372
Cash and cash equivalent at end of the year		124,843	137,179

Following a change in accounting policy, the Consolidated Statement of Cash Flows method has been changed retrospectively and starts now with the Consolidated Profit / (Loss) (after tax). The accompanying notes form an integral part of these consolidated financial statements.

^(*) Individual line items and relevant note restated for 2021. See note 2.28 for further details

Notes to the consolidated financial statements for the year ended 31 December 2022

1. GENERAL INFORMATION

QSR Platform Holding S.C.A.. (hereinafter the "Company" or "Group" if taken together with its subsidiaries) was incorporated as a partnership limited by shares (Société en commandite par actions or "S.C.A.") formerly named KC North Sea on 17 July 2018 for an unlimited period of time. The Company is governed by the law of 10 August 1915 on commercial companies, as amended. The registered office of the Company is located at 412F Route d'Esch, 1471 Luxembourg. The Company is registered with the "Registre de Commerce et des Sociétés" in Luxembourg under the number B226204.

The Group operates a chain of fast food restaurants in Europe, either directly with own restaurants or through franchisees. The Group acquired certain rights pertaining to the Nordsee, Burger King, Quick, O'Tacos, Go! Fish and Chick&Cheez brands in a range of European countries and derives income from the exercise of contracts in relation with these rights.

These consolidated financial statements present the results for the Group for the year ended 31 December 2022 and the comparison to the year ended 31 December 2021. Amounts are presented in thousands of Euro's ("KEUR") and values are rounded to the nearest thousands, except when otherwise indicated.

These consolidated financial statements have been prepared under the responsibility of the Board of Managers of the General Partner and were authorised for issuance on 12 May 2023. Under Luxembourg Law, the financial statements are approved by the Shareholders at the Annual General Meeting.

These consolidated financial statements meet the requirements of exemption rule § 264 (3) of the German commercial law for the following entities: Go! Fish GmbH, KC QSR Germany 2 GmbH, KC QSR Germany GmbH, Nordsee Energie GmbH, Nordsee GmbH, Nordsee Holding GmbH.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.

2.1. Basis of preparation

2.1.1. Basis of measurement

The Group's consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards as adopted by the European Union ("IFRS"), as well as the interpretations issued by the IFRS Interpretations Committee ("IFRS IC") applicable to companies reporting under IFRS, and in accordance with Luxembourg laws and regulations.

The consolidated financial statements have been prepared under the historical cost convention, except for certain items which are measured at fair value, as disclosed in the accounting policies below. These accounting policies have been consistently applied to all years presented, unless otherwise stated.

These consolidated financial statements are presented in thousands of Euro ("KEUR") and all values are rounded to the nearest thousands ("KEUR"), except when otherwise indicated.

2.1.2. Going concern

Management has considered the Group's ability to continue as a going concern in the foreseeable future although that the operations were impacted by Covid 19 as from the second quarter of 2020. More information on the impact and measures taken as result of Covid 19 are disclosed in note 32 and 33.

It has been established that the Group's subsidiaries have sufficient equity and cash to withstand some initial losses. Based on the perspective there is high potential in terms of cash generation at the level of the subsidiaries and an additional financing before year-end 2021 has guaranteed considerable reserves of cash.

Covid 19 did not have any impact on the expected credit losses (note 4.2.2.) given the group worked on a sustainable repayment scheme together with the franchisees that were impacted. The Russian invasion of Ukraine in late February 2022 has led to increased market volatility and economic uncertainty. Although the war between Russia and Ukraine remains localized, it has broad implications for economies around the world, as the two countries account for a large share of global energy exports, as well as exports of a range of metals, food commodities, and agricultural inputs. As a result, the main consequences of the conflict for economies are: inflation, due to rising energy and non-energy commodity prices.

Negative working capital is inherent to the nature of the business the Group is active in, partly due to restaurant customers paying directly and long payment terms with our principal food suppliers. As a result, management continues to adopt the going concern basis in preparing the consolidated financial statements.

2.2. Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries.

Subsidiaries are all entities (including structured entities) over which the Group has control as at the reporting date. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. Accordingly, the consolidated statement of comprehensive income and the consolidated statement of cash flows include the results and cash flows for the period of control.

Control is achieved when the Company:

•	has power over the investee;
•	is exposed, or has rights, to variable returns from its involvement with the investee; and
•	has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

•	the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
•	potential voting rights held by the Company, other vote holders or other parties;
•	rights arising from other contractual arrangements; and
•	any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the noncontrolling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the noncontrolling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

Franchised restaurants are excluded from the consolidation given the Company has no control over the franchisees.

2.2.1. Changes in the Group's ownership interest in existing subsidiaries

Changes in the Group's ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group's interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to owners of the Company.

When the Group loses control of a subsidiary, a gain or loss is recognized in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognized in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS9 Financial instruments when applicable, the cost on initial recognition of an investment in an associate or a joint venture.

2.3. Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participant would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, leasing transaction that are within the scope of IFRS 16, and measurement that have some similarities to fair value but are not at fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are categorised into level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

•	level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
•	level 2 inputs are inputs, than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
•	level 3 inputs are unobservable inputs for the asset or liability.

The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. Changes in assumptions may have a significant impact on the consolidated financial statements in the period the assumptions changed. Management believes that the underlying assumptions are appropriate.

Judgements made by management in the application of IFRSs have significant effect on the financial statements and estimates with a significant risk of material adjustment in subsequent years which are discussed in each note whenever it is relevant.

The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 5.

2.4. Current versus non-current classification

The Group presents assets and liabilities in the statement of financial position based on current/non-current classification. An asset is current when it is:

•	expected to be realized or intended to be sold or consumed in the normal operating cycle
•	held primarily for the purpose of trading
•	expected to be realized within twelve months after the reporting period or
•	cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.

A liability is current when:

•	it is expected to be settled in the normal operating cycle
•	it is held primarily for the purpose of trading
•	it is due to be settled within twelve months after the reporting period or,
•	there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

The Group classifies all other liabilities as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

2.5. Business combination

The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognized amounts of acquiree's identifiable net assets.

Acquisition-related costs are expensed as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value, except that:

•	deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements are recognized and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
•	liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 at the acquisition date; and
•	assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Any contingent consideration to be transferred by the Group is recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized in the income statement. Contingent consideration that is classified as equity is not re-measured, and its subsequent settlement is accounted for within equity.

The excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the acquisition-date fair value of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired is recorded as goodwill. If the total of consideration transferred, non-controlling interest recognized and previously held interest measured is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the difference is recognized directly in the income statement.

For acquisitions of subsidiaries not meeting the definition of a business, the Group allocates the cost between the individual identifiable assets and liabilities in the Group based on their relative fair values at the date of acquisition. Such transactions or events do not give rise to goodwill.

All the Group companies have 31 December as their year-end. Consolidated financial statements are prepared using uniform accounting policies for similar transactions. Accounting policies of subsidiaries have been changed when necessary to ensure consistency with the policies adopted by the Group.

Inter-company transactions, balances and unrealized gains on transactions between Group companies are eliminated. Unrealized losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the Group's accounting policies.

If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities, non-controlling interest and other components of equity, while any resultant gain or loss is recognised in profit or loss.

Associates

An associate is an entity in which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but without the possibility to exert control or joint control over those policies.

The Group accounts for investments in associates in the consolidated financial statements using the equity method.

Joint ventures

Interests in joint ventures are accounted for using the equity method.

Under the equity method, the investment in an associate & joint ventures is initially recognised at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the associate since the acquisition date. Goodwill relating to the associate is included in the carrying amount of the investment and is not shown as a separate asset therefore goodwill is not tested for impairment separately.

Disposal of subsidiaries

When the Group ceases to have control any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognized in the income statement. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognized in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognized in other comprehensive income are reclassified to the income statement.

2.6. Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business less accumulated impairment losses, if any.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash generating units ("CGUs"), or groups of CGUs, that is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognized immediately as an expense and is not subsequently reversed.

2.7. Foreign currency translation

These consolidated financial statements are presented in Euro ("EUR") which is the functional currency of the Company. Reasons include the fact that:

•	EUR is the currency that mainly influences sales prices for its goods and services, as they are mostly denominated and settled in EUR due to restaurants in Germany, France, Belgium, Luxembourg and Italy making up the bulk of the revenue.
•	EUR is the currency that mainly influences labour, material and other costs of providing goods and services.
•	EUR is the currency in which nearly all borrowings have been incurred

Items included in the consolidated financial statements are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). For each entity, the Group determines the functional currency and items included in the financial statements of each entity are measured using that functional currency. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented net in the income statement with finance costs and finance income respectively unless they are capitalised. All other foreign exchange gains and losses are presented net in the statement of comprehensive income.

The assets and liabilities of subsidiaries are determined according to the accounting policies of the Group. When the measurement currency is different from the reporting currency of the Group those assets and liabilities, including goodwill, are translated at the rate of exchange ruling at the balance sheet date. The statement of comprehensive income of such subsidiaries is translated at the average exchange rate for the period since movements during the period were not considered material. Exchange differences arising on monetary items, which in substance form part of the Group's net investment in a foreign entity, are recorded as a separate component of other comprehensive income under the heading of "Currency translation adjustments". On the disposal of such a subsidiary, accumulated exchange differences are recognized in the consolidated statement of comprehensive income as a component of the gain or loss on disposal, including any tax effects.

2.8. Intangible assets

Separately acquired trademarks and licenses are measured at historical cost. Tradenames and licenses acquired in a business combination (see note 7) are initially recognized at fair value at the acquisition date. Licenses have a finite useful life and are carried at cost less accumulated amortization and accumulated impairment losses if any. No re-evaluation is performed in the consolidated accounts. Amortization is calculated using the straight-line method to allocate the cost of licenses over their estimated useful lives as follows:

―	developed and purchased software: 3 to 5 years depending on the assessment of estimated life of the development
―	patents, licenses and other intangible assets (e.g., acquisition and development fees, opening fees and broker fees): finite life based on the duration of franchise contract (maximum of 10 years)
―	customer contracts: up to 30 years

Key money and doorsteps are intangible assets acquired from third parties. Key money with indefinite lives are not amortized, but are assessed for impairment annually, either individually or at the cash-generating unit level. Key money with a defined useful life are amortized over their useful lives. Other intangible assets (including brands) which have an indefinite life are not amortized and are assessed for impairment annually. Amortization periods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

Pre-opening costs such as rent, recruitment and other training costs, are not recognized as assets, but are recorded directly through the statement of comprehensive income as incurred.

Trade names are considered to have an indefinite lifecycle and are tested yearly for impairment.

2.9. Property, plant and equipment

Property, plant and equipment ("PPE") are stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the asset, its purchase price and any directly attributable costs, the cost of replacing part of an existing PPE at the time that cost is incurred if the recognition criteria are met; and excludes the costs of day-to-day servicing of that item.

Subsequent costs are included in the asset's carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of those parts that are replaced is derecognized. All other repairs and maintenance are charged to the income statement during the period in which these are incurred.

Depreciation, based on a component approach, is calculated using the straight-line method to allocate the cost over the assets' estimated useful lives, as follows:

―	furniture, equipment and vehicles: 5 to 7 years
―	leasehold improvements: maximum 10 years
―	remodelling costs: 7 years or depending on the estimated life of the individual items

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at least at each financial year-end. An asset's carrying amount is written down immediately to its recoverable amount if its carrying amount is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in the statement of comprehensive income.

2.10. Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

Group as a lessee

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low- value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.

i)

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets, as follows:

•	Restaurants 45 years;
•	Motor vehicles and other equipment 4 to 7 years.

If ownership of the leased asset transfers to the Group at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.

The right-of-use assets are also subject to impairment. Refer to the accounting policies in section (s) Impairment of non-financial assets.

ii)

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred to produce inventories) in the period in which the event or condition that triggers the payment occurs. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or a change in the assessment of an option to purchase the underlying asset. The Group's lease liabilities are included in Interest-bearing loans and borrowings.

iii)

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to its short-term leases of equipment (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value. Lease payments on short-term leases and leases of low value assets are recognised as expense on a straight-line basis over the lease term.

iv)

Extension and termination option

Extension and termination options are included in a number of property and equipment leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group's operations. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

Group as a lessor

Leases in which the Group does not transfer substantially all the risks and rewards incidental to ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms and is included in revenue in the statement of profit or loss due to its operating nature. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.

In respect of leases with transfer of substantially all the risk and rewards, at commencement of the lease term a receivable, at an amount equal to the net investment in the lease is recognized. During the lease term a finance income based on a pattern reflecting a constant periodic rate of return in the net investment outstanding in respect of the finance lease is recognized.

2.11. Impairment of non-financial assets

Assets that have an indefinite useful life, such as goodwill, are not subject to amortization and are tested annually for impairment. Assets that are subject to depreciation or amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (i.e. CGU). For the Company each restaurant constitutes one CGU. Non-financial assets other than goodwill that suffered impairment are reviewed for possible reversal of the impairment at each reporting date. Tangible assets that can be moved from one point of sales to another are not subject to an impairment charge. Impairment losses on goodwill are not reversed.

An impairment loss is recognized in the statement of comprehensive income in 'Cost of sales' if the impairment is related to Property Plant and Equipment or Right-of-Use. Impairments related to goodwill are recognized under the caption Other nonoperating expenses.

2.12. Financial instruments

Financial assets

Initial recognition and measurement

Classification of financial assets starts with determining whether the financial asset shall be considered as a debt or equity instrument from the issuer's perspective. Equity instruments are normally measured at FVTPL unless the Group chooses, on an instrument-by-instrument basis on initial recognition, to present fair value changes in other comprehensive income. This option is irrevocable and applies only to equity instruments, which are neither held for trading nor are contingent consideration in a business combination.

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the Group's business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient, the Group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which the Group has applied the practical expedient are measured at the transaction price determined under IFRS 15.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

•	Financial assets at amortised cost (debt instruments)
•	Financial assets at fair value through OCI with recycling of cumulative gains and losses (debt instruments)
•	Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
•	Financial assets at fair value through profit or loss

Financial assets at amortised cost (debt instruments)

This category is the most relevant to the Group. The Group measures financial assets at amortised cost if both of the following conditions are met:

•	The financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows, and
•	The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

Financial assets at fair value through OCI (debt instruments)

The Group measures debt instruments at fair value through OCI if both of the following conditions are met:

•	The financial asset is held within a business model with the objective of both holding to collect contractual cash flows and selling, and
•	The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the statement of profit or loss and computed in the same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Upon derecognition, the cumulative fair value change recognised in OCI is recycled to profit or loss.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets held for trading, financial assets designated upon initial recognition at fair value through profit or loss, or financial assets mandatorily required to be measured at fair value. Financial assets are classified as held for trading if they are acquired for the purpose of selling or repurchasing in the near term. Derivatives, including separated embedded derivatives, are also classified as held for trading unless they are designated as effective hedging instruments. Financial assets with cash flows that are not solely payments of principal and interest are classified and measured at fair value through profit or loss, irrespective of the business model. Notwithstanding the criteria for debt instruments to be classified at amortised cost or at fair value through OCI, as described above, debt instruments may be designated at fair value through profit or loss on initial recognition if doing so eliminates, or significantly reduces, an accounting mismatch.

Financial assets at fair value through profit or loss are carried in the statement of financial position at fair value with net changes in fair value recognised in the statement of profit or loss.

Derecognition

A financial asset is primarily derecognised when:

•

The rights to receive cash flows from the asset have expired or

•

The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a 'pass-through' arrangement; and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

When the Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the Group continues to recognise the transferred asset to the extent of its continuing involvement. In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay.

Financial liabilities

Initial recognition and measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. The Group's financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, and derivative financial instruments.

Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss.

Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the Group that are not designated as hedging instruments in hedge relationships as defined by IFRS 9. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the statement of profit or loss. Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in IFRS 9 are satisfied. The Group has not designated any financial liability as at fair value through profit or loss.

Loans and borrowings

This is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.

Derivative financial instruments

Derivative financial instruments are initially recognized at fair value on the date a derivative is entered into and are subsequently remeasured at fair value through Profit and Loss. The method of recognizing the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and if so the nature of the item being hedged. Changes in fair value of derivative financial instruments, where they are not designated as hedging instruments, are recognized through Profit and Loss because the requirements that permit hedge accounting in certain circumstances were not satisfied. Transaction costs are included directly as finance costs in the income statement.

The Group's derivative financial assets and liabilities comprise interest rate swaps for hedging purposes. The Group uses interestrate swaps to hedge its exposure to interest rate risks in forecasted transactions and firm commitments.

Impairment of financial assets

The Group recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that the Group expects to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in three stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Offsetting financial instruments

Financial assets and liabilities are offset, and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

2.13. Cash and cash equivalents

For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities in the balance sheet.

2.14. Inventories

Inventories are stated at the lower of cost and net realizable value in accordance with IAS 2. Cost is determined using the first-in, first-out ("FIFO") method. Group inventories are composed of supplies and food products. Cost of inventories comprises the purchase price, import duties and other taxes (other than those subsequently recoverable by the entity from the taxing authorities), and transport, handling and other costs directly attributable to the acquisition of these goods. Net realizable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

2.15. Prepayments

Prepayments are carried at cost less any accumulated impairment losses. Prepayments relate to items of expenditure that were already paid but of which a part or the entirety relate to a future year. These items are written off to the statement of comprehensive income as incurred on an accrual basis.

2.16. Current income tax

Current income tax

Tax is recognized in the income statement except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized in other comprehensive income or equity, respectively.

Current income tax assets and liabilities are measured at the amount expected to be recovered from or paid to tax authorities using the tax rates and tax laws enacted or substantially enacted at the reporting date where the consolidated entity is domiciled. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate.

The Company is subject to the tax regulations applicable in Luxembourg. Other Group entities are subject to income tax on their respective tax jurisdiction (e.g. in Germany, Austria, France, Belgium, Switzerland, Italy).

2.17. Deferred tax

Deferred tax is provided in full using the liability method on temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax is determined using tax rates (and laws) that have been enacted or substantially enacted at the balance sheet date and are expected to apply when the related deferred income tax is realized, or the deferred income tax liability is settled.

Deferred tax liabilities are recognized for all taxable temporary differences, except:

―	where the deferred income tax liability arises from the initial recognition of goodwill;
―	where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss. Subsequently, such initial recognition exemption shall be adjusted when the tax base of those assetsand liabilities increases; or the carrying amount of those assets and liabilities decreases below the amount at the date of the initial recognition; and
―	in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilized, except:

―	where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss; and
―	in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred income tax assets are recognized only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilized.

Deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. The carrying amount of the deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilized. Unrecognized deferred tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be recovered.

Deferred tax assets and liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority.

2.18. Borrowings

Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortized cost using the effective interest method. Any difference between the proceeds (net of transaction costs) and the redemption value is recognized as finance cost over the period of the borrowings. Borrowing cost paid on the establishment of loan facilities is recognized as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the borrowing cost is deferred until the drawdown occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the borrowing cost is capitalized as a prepayment for liquidity services and amortized over the period of the facility to which it relates.

Convertible bonds are hybrid instruments including a debt instrument and an embedded derivative liability. The embedded derivative is accounted for separately from the host debt contract and measured at fair value through profit and loss. The host debt contract is subsequently measured at amortised cost.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the date of the statement of financial position.

Preference shares with a put option are classified as liabilities given the contractual obligation to deliver cash.

Dividends on redeemable preference shares are presented under the caption Loans & borrowings and are recognised in profit or loss as finance expenses.

2.19. Provisions

A provision is recognized when, and only when, the Group has a present obligation (legal or constructive) as a result of a past event and it is probable (i.e. more likely than not) that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation.

The Group regularly reviews the operating performance of its restaurants and assesses the Group's plans for certain restaurant closures. The closure of restaurants results in a number of appraisals in order to appropriately reflect the value of assets and liabilities and related restaurant closing costs, such as a review of net realizable asset of inventory or impairment of non-current assets. In addition, the Group recognizes 'closed restaurant provisions' which primarily consist of provisions of onerous contracts and severance costs. Judgement is required in determining if a present obligation exists. Costs recognized as part of a restaurant closure are included in 'other operating expenses' in the statement of comprehensive income, except for inventory write-downs which are classified in 'cost of sales'.

Onerous contracts: a provision is recognized for a present obligation arising under an onerous contract, which is defined as a contract in which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be derived from it. Judgement is required in determining if a present obligation exists.

Once a present obligation has been established to exist, the Group recognizes a provision for the present value of the amount by which the unavoidable costs of fulfilling the contracts exceed the expected benefits of the contract, which includes the estimated non-cancellable lease payments, contractually required real estate taxes, common area maintenance and insurance costs, net of anticipated subtenant income.

2.20. Employee benefits

Employee benefits consist of short-term employee benefits and post-employment benefits. Post-employment benefits depend on local and legal obligations in this field. The Group operates various post-employment schemes, including both defined benefit and defined contribution pension plans.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity that is responsible for the plan's administrative and financial management as well as for the payment of benefits, such that the Group has no obligation to pay further contributions if the plan assets are insufficient. Contributions to the defined contribution fund are recognized as an expense as they become payable.

A defined benefit plan is a pension plan that is not a defined contribution plan. The liability recognized in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension obligation.

2.21. Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable, and represents amounts receivable for goods supplied, stated net of discounts, returns and value added taxes. Revenue from contracts with customers is recognized when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

Recurrent operational revenues are as follows:

•	Revenue derived from direct sales to customers in the restaurants owned by the Group. This revenue excludes VAT and other taxes and is recognized at the point in time when control of the asset is transferred to the customer, generally on the delivery of the meal;
•	Revenue derived from franchising agreements consists in royalties received from franchisees and recognized on an accruals basis; Royalty arrangements that are based on sales and other measures are recognized by reference to the underlying arrangement;
•	Opening fees received from new franchisees are recognized in the income statement on a straight-line basis over the term of the initial franchise agreement;
•	Revenue derived from advertising contribution from franchisees for company owned brands are based on sales and other measures are recognized by reference to the underlying arrangement.

2.22. Deferred income

Opening fees are invoices to franchisees when a new franchise agreement is executed. Revenues from the opening fees are recognized over the period of the franchise agreement.

Loyalty program. The Group records a liability for the relative fair value of providing free food or cash vouchers that can be used to purchase meals under its loyalty program for all points earned from sales of food that are expected to be redeemed for sales. The loyalty liability represents performance obligations that will be satisfied when a loyalty member redeems points for food or cash vouchers, or upon spoilage of the points. Points earned from activity are valued at their relative standalone selling price by applying fair value based on historical redemption patterns. For points that are expected to expire unused, the Group recognizes spoilage in proportion to the pattern of points used by the Customer, which approximates the average period over which the population redeem their points. The Group records revenue when the service/food is delivered.

Marketing fund income is recognized on an accrual basis and is recorded as the difference between the gross marketing fund income charged to restaurants and franchisees on a monthly basis and the associated costs.

As at the reporting date, contributions received to the marketing fund may not equal advertising and promotional expenditure for the period due to the timing of advertising promotions. As a result, any contributions in excess of advertising and promotional expenditure are recorded as deferred income and any shortfall is recorded as a receivable.

In the event the Company is unable to collect receivables relating to marketing fund income, a write off is recorded based on management judgement.

2.23. Interest income and expense

Interest income and expense are recognized within 'finance income' and 'finance costs' in the income statement using the effective interest rate method, except for borrowing costs relating to qualifying assets, which are capitalized as part of the cost of that asset.

The effective interest rate method is a method of calculating the amortized cost of a financial asset or financial liability and of allocating the interest income or interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts throughout the expected life of the financial instrument, or a shorter period where appropriate, to the net carrying amount of the financial asset or financial liability. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument (for example, prepayment options) but does not consider future credit losses. The calculation includes all fees and points paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs and all other premiums or discounts.

2.24. Other expenses

Expenses include legal, accounting, auditing and other transaction costs. They are recognized in the income statement in the period in which they are incurred.

2.25. Government grants

Government s are recognized in profit or loss on a systematic basis over the period in which the entity recognises as expenses the related costs for which the grants are intended to compensate. Grants reduce the related expenses in statutory reporting. Grants related to income that are recovered to compensate a loss of income are presented as other non-operating income. Further information can be found in note 33.

2.26. Cash Settled share-based payment transactions

Employees working in the business development group are granted share appreciation rights, which are settled in cash (cash- settled transactions).

A liability is recognised for the fair value of cash-settled transactions. The fair value is measured initially and at each reporting date up to and including the settlement date, with changes in fair value recognised in employee benefits expense. The fair value is expensed over the period until the vesting date with recognition of a corresponding liability. The fair value is determined using a Black & Scholes model, further details of which are given in Note 35. The cost is recognised in employee benefits expense, over the period in which the service and, where applicable, the performance conditions are fulfilled (the vesting period).

2.27. Changes in accounting policy and disclosures

Several amendments and interpretations apply for the first time in 2022, but do not have an impact on the financial statements of the Company:

•	Amendments to IAS 16 Property, Plant and Equipment Proceeds before intended use
•	Amendments to IFRS 3 Business Combinations
•	Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent assets
•	Annual improvements 2018-2020

Standards issued but not yet effective

The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Company's financial statements are disclosed below. The Company intends to adopt these new and amended standards and interpretations, if applicable, when they become effective.

•	IFRS 17 Insurance Contracts effective for reporting periods beginning on or after 1 January 2021, with comparative figures required. Early application is permitted, provided the entity also applies IFRS 9 and IFRS 15 on or before the date it first applies IFRS 17. This standard is not applicable to the Company.
•	Amendments to IAS 1 Presentation of Financial statements: Classification of Liabilities as Current or Non-Current
•	Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies
•	Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates
•	Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction.
•	Amendments to IAS 1 Non-current Liabilities with Covenants
•	Amendments to IFRS 10 and IAS 28 Sale or contribution of assets between an investor and its associate or joint venture.
•	Amendments to IFRS 16 - Lease liability in a sale and leaseback

2.28. Prior-year restatements

Following an updated assessment performed during the year 2022, we concluded that the below adjustments, applied retrospectively in these financial statements by restating balances that were previously reported, had to be reflected. The accumulated impact as of 31 December 2021 and 31 December 2020 on the retained deficit are respectively of KEUR 4.493 and KEUR 44.

An in depth review of the leasing process indicated that the Right-of-Use and lease liabilities related to rent were underestimated by respectively KEUR 40,313 and KEUR 42,992 for 2021 and were underestimated by KEUR 7,157 and overestimated by KEUR 341 in 2020. The amortization charges were therefore also underestimated for KEUR 2,647 in 2021 and KEUR 1,207 in 2020 while the interest expense was underestimated in 2021 for KEUR 1,185 and overestimated in 2020 for KEUR 94. In addition, a correction on the subleases receivables for an amount of KEUR (643) and trade payables for KEUR 4,410 has been identified as well due to timing differences between contractual lease payment date and effective payment as result of Covid rent negotiations. The impact on deferred taxes was KEUR 3,240 on deferred tax asset and KEUR 617 on deferred tax charges in 2021 and KEUR 1,069 deferred tax income in 2020. The context of the above corrections on Right-of-Use was related to an understatement of yearly rental costs due to errors in the periodicity of payments KEUR 2021: 56,620 and KEUR 2020: 56 702 in Burger Brands Belgium and errors in the periodicity of payments and missing contract extensions KEUR (6,555) and duplicate entries KEUR (9,752) in Nordsee Gmbh 2021: KEUR (16 307) and 2020: KEUR 1,069.

Please fine below the correction on the consolidated balance sheet, statement of comprehensive income and cash flow statement.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		2022	2021 restated	Correction
Assets
NON-CURRENT ASSETS Total				43,553
Right-of-use assets ^(*)	9,34	356,227	390,335	40,313
Deferred tax assets	22	35,997	48,214	3,240
CURRENT ASSETS Total				(643)
Other current financial assets ^(*)	12	10,676	7,446	(643)
ASSETS HELD FOR SALE
TOTAL ASSETS				42,910
Equity and liabilities
TOTAL EQUITY				(4,493)
Retained earnings ^(*)	2,28	(235,192)	(137,077)	(4,493)
NON CURRENT LIABILITIES Total				42,992
Lease liabilities ^(*)	18,34	362,267	393,253	42,992
Deferred income tax liabilities ^(*)	22	106,809	105,158
CURRENT LIABILITIES Total				4,410
Trade and other payables	21,34	66,329	55,802	4,410
TOTAL LIABILITIES & EQUITY				42,910

	2021	2020 restated	Correction	2020
Assets
NON-CURRENT ASSETS Total			7,157
Right-of-use assets ^(*)	350,022	339,366	7,157	332,209
Deferred tax assets	44,974	42,194	-	42,194
CURRENT ASSETS Total
Other current financial assets ^(*)	8,089	7,842	-	7,841
ASSETS HELD FOR SALE
TOTAL ASSETS			7,157
Equity and liabilities
TOTAL EQUITY			3,708
Retained earnings ^(*)	(132,585)	(105,002)	3,708	(108,710)
NON CURRENT LIABILITIES Total			2,292
Lease liabilities ^(*)	350,261	326,885	(341)	327,226
Deferred income tax liabilities ^(*)	105,158	109,000	2,633	106,367
CURRENT LIABILITIES Total
Trade and other payables	51,392	61,675	-	61,675
TOTAL LIABILITIES & EQUITY			6,000

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Consolidated statement of comprehensive income	Note	2022	2021 restated	Correction in view of restatement 2021	2021 restated after discontinued activities
Sales by Company-operated restaurants	34	345,333	260,605	-	260,605
Company operated restaurant expenses	34	344,806	265,991	-	265,991
Selling, General & administrative expenses	26	83,699	68,104	2,647	65,457
PROFIT (LOSS) FROM OPERATIONS		18,201	19,217	(2,647)	21,865
Finance expenses ^(*)	29	70.843	61.296	1.185	60.111
Other non operating income	33	5,703	19,012	-	19,012
Other non operating expenses	31	65,907	7,709	-	7,709
PROFIT (LOSS) BEFORE TAX		(99,109)	(29,318)	(3,832)	(25,486)
Income tax expense (income) (-) ^(*)	30	15,776	3,214	617	2,597
PROFIT (LOSS) AFTER TAX		(114,885)	(32,532)	(4,449)	(28,083)
Result from discontinued operations	34	3,229	(989)	-	(989)
PROFIT (LOSS) OF THE PERIOD		(111,656)	(33,522)	(4,449)	(28,083)
CONSOLIDATED PROFIT (LOSS)		(111,656)	(33,522)	(4,449)	(29,073)
Total comprehensive income for the year		(100,228)	(32,744)	(4,449)	(28,295)

Consolidated statement of comprehensive income	Correction in view of discontinued activities 2021 (note 34)	2021	2020 restated	Corrections	2020
Sales by Company-operated restaurants	10,100	270,705	219,985		219,985
Company operated restaurant expenses	9,886	275,877	234,999		234,999
Selling, General & administrative expenses	682	66,139	63,034	1,207	61,827
PROFIT (LOSS) FROM OPERATIONS	(469)	21,396	(39,444)	(1,207)	(38,237)
Finance expenses ^(*)	336	60.447	48.129	(94)	48.223
Other non operating income	1,784	20,796	997		997
Other non operating expenses	1,972	9,681	4,155		4,155
PROFIT (LOSS) BEFORE TAX	(993)	(26,479)	(89,451)	(1,113)	(88,338)
Income tax expense (income) (-) ^(*)	(3)	2,594	(9,943)	(1,069)	(8,874)
PROFIT (LOSS) AFTER TAX	(989)	(29,073)	(79,508)	(44)	(79,464)
Result from discontinued operations	989	-		-	-
PROFIT (LOSS) OF THE PERIOD	0	(29,073)	(79,508)	(44)	(79,464)
CONSOLIDATED PROFIT (LOSS)	0	(29,073)	(79,508)	(44)	(79,464)
Total comprehensive income for the year	0	(28,295)	(83,036)	(44)	(82,992)

CONSOLIDATED STATEMENT OF CASH FLOWS

Consolidated statement of cash flows
	Note	2021 restated	Correction in view of restatement 2021	2021 restated after discontinued activities
Loss before income taxes	34	(29,318)	3,832	(25,486)
Profit (loss) after tax	34	(32,532)	(4,449)	(28,083)
Adjustement on non cash items
Amortization & impairment charges of intangible assets and Right-of-Use		82,951	2,647
Financial result		60,699	1,185

Consolidated statement of cash flows
	Correction in view of discontinued activities 2021	2021	2020 Restated	Correction	2020
Loss before income taxes	(992)	(26,479)	(89,451)	(1,113)	(88,338)
Profit (loss) after tax	(989)	(29,073)	(79,508)	(44)	(79,464)
Adjustement on non cash items
Amortization & impairment charges of intangible assets and Right-of-Use		80,304	77,918	1,207	76,711
Financial result		59,514	46,383	94	46,289

Following a change in accounting policy, the Consolidated Statement of Cash Flows method has been changed retrospectively and starts now with the Consolidated Profit / (Loss) (after tax).

3. CONSOLIDATION SCOPE

The consolidated financial statement of the Group include:


County	Type	Consolidation method	Note
Austria
Nordsee GesmbH	Operating	Full consolidation
Belgium
Burger Brands Belgium S.A.	Operating	Full consolidation
Burger King SEE S.A.	Holding	Full consolidation
Caresquick S.A.	Operating	Equity method
Chick&Cheez S.R.L.	Operating	Full consolidation
Go! Fish Benelux S.R.L.	Operating	Full consolidation
O'Tacos Benelux S.R.L.	Operating	Full consolidation
QSR Belgium S.A.	Holding	Full consolidation
QSR Real Estate S.A.	Operating	Full consolidation
France
O'Tacos Bordeaux Victoire SASU	Operating	Full consolidation
O'Tacos Asnieres EURL	Operating	Full consolidation
O'Tacos Corporation SASU	Operating	Full consolidation
O'Tacos Holding International SASU	Holding	Full consolidation
O'Tacos Holding SAS	Holding	Full consolidation
O'Tacos Services SASU	Operating	Full consolidation
Germany
Go! Fish GmbH	Holding	Full consolidation
KC QSR Germany 2 GmbH	Holding	Full consolidation
KC QSR Germany GmbH	Holding	Full consolidation
Nordsee Energie GmbH	Operating	Full consolidation
Nordsee GmbH	Operating	Full consolidation
Nordsee Holding GmbH	Holding	Full consolidation
Italy
BK Venezia S.R.L.	Operating	Full consolidation
Burger King Restaurant Italia SpA.	Operating	Full consolidation
Go!Fish Italy S.R.L	Operating	Full consolidation
Luxembourg
Burger Brands Luxembourg S.A.	Operating	Full consolidation
QSR Finco S.à.r.l.	Holding	Full consolidation
QSR Platform Holding S.C.A.	Holding	Full consolidation
QSR Platform S.a.r.l.	Holding	Full consolidation
The Netherlands
Novish B.V.	Operating	Equity method
Poland
BK SEE Poland S.A.	Operating	Full consolidation	34
Switzerland
Burger King SEE S.A. Zug branch	Holding	Full consolidation
Burger King Switzerland AG	Holding	Full consolidation
Nordsee AG	Operating	Full consolidation
QSR Belgium Zug Branch	Holding	Full consolidation

	Equity ownership
County	2022	2021	Controlling entity	Comment
Austria
Nordsee GesmbH	100%	100%	Nordsee Holding GmbH
Belgium
Burger Brands Belgium S.A.	100%	100%	QSR Belgium S.A.
Burger King SEE S.A.	89.34%	89.34%	Burger Brands Belgium S.A.
Caresquick S.A.	50%	50%	Burger Brands Belgium S.A.
Chick&Cheez S.R.L.	100%	100%	QSR Finco S.à.r.l.
Go! Fish Benelux S.R.L.	100%	100%	Go! Fish GmbH
O'Tacos Benelux S.R.L.	100%	100%	O'Tacos Holding International SASU
QSR Belgium S.A.	100%	100%	QSR Finco S.à.r.1.
QSR Real Estate S.A.	100%	100%	QSR Belgium S.A.
France
O'Tacos Bordeaux Victoire SASU	100%	100%	O'Tacos Corporation SASU
O'Tacos Asnieres EURL	100%	100%	O'Tacos Corporation SASU
O'Tacos Corporation SASU	100%	100%	O'Tacos Holding SAS
O'Tacos Holding International SASU	100%	100%	O'Tacos Holding SAS
O'Tacos Holding SAS	100%	100%	Burger Brands Belgium S.A.
O'Tacos Services SASU	100%	100%	O'Tacos Corporation SASU
Germany
Go! Fish GmbH	100%	100%	KC QSR Germany 2 GmbH
KC QSR Germany 2 GmbH	100%	100%	KC QSR Germany GmbH
KC QSR Germany GmbH	100%	100%	QSR Finco S.à.r.l.
Nordsee Energie GmbH	100%	100%	Nordsee Holding GmbH
Nordsee GmbH	100%	100%	Nordsee Holding GmbH
Nordsee Holding GmbH	100%	100%	KC QSR Germany 2 GmbH
Italy
BK Venezia S.R.L.	0.00%	89.34%	Burger Kin Restaurant Italia SpA.	¹
Burger King Restaurant Italia SpA.	89.34%	89.34%	Burger King SEE S.A.
Go!Fish Italy S.R.L	100%	100%	Go! Fish GmbH
Luxembourg
Burger Brands Luxembourg S.A.	100%	100%	Burger Brands Belgium S.A.
QSR Finco S.à.r.l.	100%	100%	QSR Platform S.à.r.l.	³
QSR Platform Holding S.C.A.	100%	100%
QSR Platform S.a.r.l.	100%	100%	QSR Platform Holding S.C.A.
The Netherlands
Novish B.V.	25.26%	25.26%	QSR Finco S.à.r.l.
Poland
BK SEE Poland S.A.	0.00%	89.34%	Burger King SEE S.A.	²
Switzerland
Burger King SEE S.A. Zug branch	89.34%	89.34%	Burger Brands Belgium S.A.
Burger King Switzerland AG	89.34%	89.34%	Burger King SEE S.A.
Nordsee AG	100%	100%	Nordsee Holding GmbH
QSR Belgium Zug Branch	100%	100%	QSR Finco S.à.r.l.

^1. Merged with Burger King Restaurant Italia as per January 1st 2022
^2. Sold as per August 31st 2022. Presented as discontinued operations
^3. Name change from KC North Sea 2 S.à.r.l. per February 9th 2022

Investment in joint venture

As at 31 December 2022 and as at 31 December 2021, the Group further has a 50% shareholding in Caresquick S.A. which is accounted for in accordance with the equity method. The entity is jointly controlled by Burger Brands Belgium S.A. and Autogrill België S.A.

4. FINANCIAL RISK MANAGEMENT

4.1. Capital management

The Group's objectives for managing capital is to safeguard the Group's ability to continue as a going concern and to maximize shareholder value while maintaining investment grade credit rating. The Group aims to keep sufficient flexibility to execute strategic projects and reduce the cost of capital.

4.2. Financial risk factors

The risk management function within the Group is carried out in respect of financial risks. Financial risks are risks arising from financial instruments to which the Group is exposed during or at the end of the reporting period. Financial risk comprises market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

4.2.1. Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. The Group's market risks arise from open positions in (a) foreign currencies and (b) interest-bearing liabilities, to the extent that these are exposed to general and specific market movements. Sensitivities to market risks included below are based on a change in one factor while holding all other factors constant. In practice, this is unlikely to occur, and changes in some of the factors may be correlated - for example, changes in interest rate and changes in foreign currency rates. Management at the level of each of the Group's entities is in charge of risk management and reviews financial positions periodically.

4.2.2. Currency risk

The Group operates in different markets and is mainly exposed to fluctuations in the Swiss Franc ("CHF") and until August 2022 in the Polish Zloty ("PLN"). Since the Group's functional currency is EUR, it is exposed to currency risk.

Until August 2022 the Group was exposed to currency risks on sales in Poland which are expressed in PLN, but at this stage of business development, cash flow expressed in PLN was not subject to material fluctuation in foreign exchange.

Through its Zug Branches Burger King SEE (Switzerland) A.G and Nordsee A.G., the Group operates in CHF.

Foreign exchange exposures have their origins in EUR transactions and EUR cash balances is foreign subsidiaries located in Switzerland and Poland. The EUR transactions in Poland were mainly with Group entities.

Management periodically reviews the exposure of its operations to foreign exchange risk and determines the appropriate level of risk and coverage where applicable.

The following table demonstrates the sensitivity in KEUR to a reasonably possible change in the relevant exchange rates, with all other variables held constant.

2022			2021
	EUR/CHF	EUR/PLN		EUR/CHF	EUR/PLN
Exposure	16.432	135	Exposure	8.834	234
Reasonable shift	10%	10%	Reasonable shift	10%	10%
Sensitivity	1.643	14	Sensitivity	884	23

The overall impact to the consolidated statement of comprehensive income is not deemed material.

4.2.3. Cash flow and fair value interest rate risk

The Group's interest rate risk principally arises from long-term financing facility. The facility is issued at variable interest rates and exposes the Group to cash flow interest rate risk. Within the Group the total amount of loans with variable interest amounts KEUR 488.508 (note 4.2.3.) as at 31 December 2022 (2021: KEUR 491.086).

As at 31 December 2022, the Group has with the acquisition of the French tacos and Burger business the long-term facility agreement with Ares Management Limited with a variable interest increased to EUR million 465 (note 17) resulting in borrowings totalling EUR 478 222K (see note 17) which bear variable interest rates. The variable interest (EURIBOR 6 Month) is floored at 0.5%.

In December 2021 the Group obtained an additional financing from JP Morgan for an additional 85 million bearing an interest of 11.5%. The instrument is composed of a Host Debt which basically corresponds to a value which is "Value of the pure bond": The value of the pure bond is valued at amortized cost KEUR 82.017 (2021: KEUR 82.017) by discounting the capitalized 11.5% coupons and the redemption amount at the discount rate of a comparable loan without the convertible elements included in the current agreement over 4 years (being 12.5%). If the Host Debt, including capitalized interests, would have been valued at fair market value the sensitivity of the Host Debt would be as follows:

14.5% (-2%)	KEUR 87.519
15.5% (-1%)	KEUR 85.265
16.5%	KEUR 83.088
17.5% (+1%)	KEUR 80.985
18.5% (+2%)	KEUR 78.952

4.2.4. Price risk

The Group's exposure to equity price risk arises from investments held by the Group and classified in the balance sheet either as at fair value through other comprehensive income or at fair value through profit or loss in Not So Dark, the details of which are disclosed in Note 4.4.1 and more information can also be found in Note 28. The valuation of the investment was performed by an external agency based on actual transaction data from June 2022 and by a careful analysis of available information regarding comparable transactions. In order to confirm that the transaction provided a good reference point for fair value, the external valuation agency analysed the market value of invested capital development of partly comparable listed companies and compared the data published for non-listed competitors of Not So Dark. The table below summarises the impact of the increases / decreases of the impact on profit and loss if the assumptions regarding the share price increased or decreased respectively by 2% with all other variables held constant. As the valuation base is determined by the share price of an investment that is not publicly traded and the capitalization of the market was concluded by the external agency as constant, the impact of +/- 2% was considered as a sufficient variable to be used in order to present the sensitivity of the fair value impact on the profit and loss of the Group.

Valuation Base change		Fair Value	P&L Impact	Equity Impact
(-2.00%)	KEUR	18.734	(382)	(287)
(-1.00%)	KEUR	18,925	(191)	(143)
0.00%	KEUR	19,116	0	0
+1.00%	KEUR	19,307	191	143
+2.00%	KEUR	19,498	382	287

Additionally, the Group recognises exposure to equity price risk resulting from the Shadow Equity Plan the details of which are disclosed in Note 35.

Average option price		Pay-out at the end of the vesting period	P&L Impact	Equity Impact
(-2.00%)	KEUR	20,671	(6)	(4)
(-1.00%)	KEUR	20,674	(3)	(2)
0.00%	KEUR	20,677	-	-
+1.00%	KEUR	20,680	3	2
+2.00%	KEUR	20,684	6	4

The Group entered in 2022 in an additional Interest-Rate Cap arrangement in order to hedge the main portion of its cash flow interest-rate risks with an additional coverage of KEUR 380.000 to end up to a total coverage of KEUR 465.000 notional amount (2021: KEUR 85.000) of its borrowings (see note 11), or the amount of main long term Group financing facility with variable interest rates. The risk on the unhedged portion of the credit facility is considered as low given the limited amount that is not covered. Any change in the EURIBOR 6M rate will hence be partially compensated with the instruments. At year end EURIBOR 6M was at 2.732% meaning that the interest caps compensate the increase of the EURIBOR 6M. Therefore, a change of 0.5% will only have impact on the unhedged part of the variable debt instruments. An additional 1% increase in EURIBOR 6M in the short term would result in an additional interest charge of EUR 2.066K on yearly basis. The Group has considered the change of EURIBOR of 0.5% and 1% on the unhedged part of the variable debt instrument in 2021 as immaterial.

4.2.5. Credit risk

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. Credit risk arises from cash and cash equivalents held at banks, trade receivables, rental guarantees and derivatives.

Credit risk, or the risk of counter-parties defaulting, is inexistent on sales generated by restaurants, as payments are made in cash or by credit card. Revenue from franchisees is subject to credit risk, but franchise fee invoicing is closely monitored by management. Suspension of operating licenses is a possibility in case of debt default. Credit risk also includes guarantees given to landlords for rented restaurants and placed with financial institutions.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables.

To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The group has therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.

The Group's credit exposure is represented by the aggregate balance of the trade and other receivables. See note 14 for more details. The aging of the trade receivables presented in the table hereunder.

2022	Trade receivables
	Days past due
	< 30 days	30 - 60 days	60 - 90 days
Expected credit loss rate	-1.1%	-4.2%	-11.5%
Gross carrying amount trade receivables	34,277	2,557	2,103
Gross carrying amount lease receivables	14,606
Credit loss allowance	(543)	(106)	(242)

2022	Trade receivables
	Days past due
	90 -120 days	> 120 days	Total
Expected credit loss rate	-1.2%	-55.7%
Gross carrying amount trade receivables	888	8,974	48,799
Gross carrying amount lease receivables
Credit loss allowance	(11)	(4,995)	(5,897)

2021	Trade receivables
	Days past due
	< 30 days	30 - 60 days	60 - 90 days
Expected credit loss rate	-0.5%	0.8%	-2.5%
Gross carrying amount trade receivables	23,567	(648)	360
Gross carrying amount lease receivables	16,967
Credit loss allowance	(190)	(5)	(9)

2021	Trade receivables
	Days past due
	90 -120 days	> 120 days	Total
Expected credit loss rate	-1.8%	-36.7%
Gross carrying amount trade receivables	495	11,094	34,869
Gross carrying amount lease receivables
Credit loss allowance	(9)	(4,076)	(4,288)

Receivables from franchisees are examined by the Group on an individual basis and an expected credit loss has been recorded as at 31 December 2022 amounting to KEUR 5.898 (2021: KEUR 4.288). The concentration of credit risk is limited to the fact that the customer base is large and unrelated. The decrease in loss allowance is related to one franchisee. The Group considers the VAT receivables as fully recoverable.

No expected credit loss were calculated on other receivables given those are mainly related to grants from the German authorities to support businesses during the COVID 19 period.

The Group also has a credit exposure represented by cash and cash equivalents in the amount of KEUR 124.843 (2021: KEUR 137.179). The Group's cash and cash equivalents are with banks with investment grade rating.

Credit risk with respect to bank balances is considered limited due to the following credit ratings:

Long term credit rating	% of balance exposed
AA	9.1%
AA-	0.4%
A+	3.5%
A-	53.1%
BBB +	9.5%
BBB	14.0%
BB+	10.4%
	100.0%

Liquidity risk

The investments made by the Group are illiquid in nature. The ability of the Group to liquidate its investments at attractive prices or appropriate times will depend on a number of factors that may be outside of the control of management. Management reviews the liquidity of the assets held within the Group to the current market conditions on a regular basis.

Prudent liquidity risk management implies maintaining sufficient cash and cash equivalents, the availability of funding through an adequate amount of committed credit facilities and the ability to close market positions. Due to the dynamic nature of the underlying businesses, management aims to maintain flexibility in funding by keeping sufficient cash available.

The table below provides a maturity of the Group's financial liabilities as at 31 December 2022 and 2021. The amounts disclosed in the table are the contracted undiscounted cash-flows including estimated interest payments. The difference with the primary statement is also due to the fact that in the primary statements the borrowings are measured at amortized cost and that lease liabilities presented as discounted values using the incremental borrowing rate as discount factor. The capitalized amortization cost amounts KEUR 5.207 as per 31 December 2022 (2021: KEUR 7.095) related to floating rate borrowings.

2022	Up to 1 year	1 to 5 years	Over 6 years	Total
Fixed rate borrowings	-	124,154	5,000	129,154
Floating rate borrowings	45,467	593,736	-	639,203
Lease liabilities	51,501	164,206	273,633	489,340
Trade and other payables	66,329	516	-	66,845
Total	163,297	882,611	278,633	1,324,541

2021	Up to 1 year ^(*)	1 to 5 years	Over 5 years	Total ^(*)
Fixed rate borrowings	-	- 124,154	- 5,500	- 129,654
Floating rate borrowings	38,373	- 639,752	- -	- 678,125
Lease liabilities	51,379	147,845	265,418	464,642
Trade and other payables	55.802	- 1.400	- -	- 57.202
Total	145,554	913,150	270,918	1,329,622

The floating rate borrowings for an amount of KEUR 639.203 are all linked to EURIBOR that can continue to be as reference rate. Therefore, the Group is not impacted by the IBOR reform.

4.3. Operational risks

The activities of the Group are highly labour intensive. The Group's profitability is affected by its ability to manage labour costs and its impact on profit margins. Attracting and retaining qualified managers and employees remains challenging and the inability to meet these challenges could require the Group to pay higher wages and/or incur additional costs associated with high employee turnover. In addition, increases in the minimum wage or labour regulations in the countries in which the Group operates could increase labour costs. Additional labour costs could adversely affect profit margins. The Group seeks to minimize the long-term trend toward higher wages through increases in labour efficiencies.

Food is the primary product of the Group therefore food safety is a top priority. The Group's reliance on third-party food suppliers and distributors increases the risk that food-borne illness incidents could be caused by factors outside its control and that multiple locations would be affected rather than a single restaurant. Any report or publicity linking the Group's brands in instances of food- borne illness or other food safety issues, including food tampering or contamination, could adversely affect its brands and reputation as well as the revenues and profits. The occurrence of food-borne illnesses or food safety issues could also adversely affect the price and availability of affected ingredients, which could result in disruptions in supply chain, significantly increase costs and/or lower margins.

The Group's revenues are heavily influenced by brand marketing and advertising. Poor marketing and advertising programs may lead to fail to attract new guests and to retain existing guests. The Group's results of operations could be materially and adversely affected.

The Group's franchise revenues are dependent on the Group's ability to maintain the Master Franchise Development Agreements ("MFDA") in the countries where it operates by opening restaurants, which, among others, allows the Group to charge a fee to franchisees. A potential loss of MFDA could result in a significant reduction of operating profits to the Group.

The Group's operations are dependent on well-functioning information systems, and an adequate information technology ("IT") infrastructure. Any IT deficiency could cause disruption in the financial reporting process and the collection and settlement process. It could also have a significant impact on the supply chain and result in suboptimal inventory management. As a result, IT deficiencies could dent profits.

4.4. Fair value hierarchy and valuation process

Some of the Group's assets and liabilities are measured at fair value for financial reporting purposes. The Board of Managers of the Company has set up a valuation committee to determine the appropriate valuation techniques and inputs for fair value measurements. The Group further adopted the amendment to IFRS 7 for financial instruments that are measured in the balance sheet at fair value. This required the disclosure of fair value measurements by level in the hierarchy as follows:

―	Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities
―	Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices)
―	Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)

In estimating the fair value of an asset or a liability, the Group uses market-observable data to the extent it is available. Where Level 1 inputs are not available, the Group engages third party qualified valuers to perform the valuation. The valuation committee works closely with the qualified external valuers to establish the appropriate valuation techniques and inputs to the model.

The Group enters into derivative financial instruments with various counterparties, principally financial institutions with investment grade credit ratings. Interest rate swaps are valued using valuation techniques, which employ the use of market observable inputs. The most frequently applied valuation techniques include forward pricing and swap models using present value calculations. The models incorporate various inputs including the credit quality of counterparties, foreign exchange spot and forward rates, yield curves of the respective currencies, currency basis spreads between the respective currencies, interest rate curves and forward rate curves of the underlying commodity. Some derivative contracts are fully cash collateralised, thereby eliminating both counterparty risk and the Group's own non-performance risk. As per balance sheet date, the mark-to-market value of other derivative asset positions is net of a credit valuation adjustment attributable to derivative counterparty default risk.

The fair values of the Group's interest-bearing loans and borrowings are determined by using the DCF method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting period. The own non-performance risk as at 31 December 2022 was assessed to be insignificant.

Fair level 3 valuation derivates are measured in accordance to the valuation report received from the financial institution which are based on Black & Scholes valuation methodology, further information in note 4.4.1.

Fair value measurements hierarchy as at 31 December 2022		Fair value measurement using
	Date of valuation	Total	Level I	Level II	Level III
Assets measured at fair value
Derivative financial assets	31/12/2022	5,108		5,108
Not listed equity investments		19,100			19,100
Liabilities measured at fair value
Derivative financial liabilities	31/12/2022	13,487			13,487
Of which early redemption option (Asset)	31/12/2022	500			500
Of which convertion feature (Liability)	31/12/2022	13,987			13,987
Liabilities for which the fair value are disclosed
Floating rate borrowings		497,802		497,802
Fixed rate borrowings		100,465		17,377	83,088
Of which host debt to an embedded derivative	31/12/2022	100,465		17,377	83,088

Fair value measurements hierarchy as at 31 December 2021		Fair value measurement using
	Date of valuation	Total	Level I	Level II	Level III
Assets measured at fair value
Derivative financial assets	31/12/2021	63		63
Not listed equity investments		8,499			8,499
Liabilities measured at fair value
Derivative financial liabilities	31/12/2021	2,982			2,982
Of which early redemption option (Asset)	31/12/2021	6,750			6,750
Of which convertion feature (Liability)	31/12/2021	9,732			9,732
Liabilities for which the fair value are disclosed
Floating rate borrowings		491,086		491,086
Fixed rate borrowings		120,445		38,427	82,018
Of which host debt to an embedded derivative	31/12/2021	120,445		38,427	82,018

The main difference in borrowings with the primary statements are the capitalized financing expenses that are in debit of the liability (2022: KEUR 5.207; 2021 KEUR 7.095).

Movements of level 3 instruments have been presented below:

Level III Fair Value Measurements

	Derivative	Not So Dark
Fair value measurements hierarchy as at 31 December 2021	(2,982)	8,499
Total gains (losses) recognized in profit and loss	(10,505)	8,401
Capitalized interests
Loans to investments subsequently converted		2,200
Fair value measurements hierarchy as at 31 December 2022	(13,487)	19,100

Fair level 3 valuation derivates are measured in accordance to the valuation report received from the financial institution which are based on Black & Scholes valuation methodology.

The Fair Value of Not So Dark was performed by an external agency based on actual transaction data from June 2022 and by a careful analysis of available information regarding comparable transactions. In order to confirm that the transaction provided a good reference point for fair value, the external valuation agency analysed the market value of invested capital development of partly comparable listed companies and compared the data published for non-listed competitors of Not So Dark. The measurement of Fair Value is based on the number of shares and their price. The valuation is therefore subject only to the price risk which is described in Note 4.2.4.

Changes between Level 2 and Level 3 are analysed by the Group on a yearly basis.

4.4.1. VALUATION INPUT AND RELATIONSHIPS TO THE FAIR VALUE:

	Fair value at
Description	31/12/2022	31/12/2021	unobservable input
JP Morgan Loan Host debt	83,088	82,018	4 year risk free rate

			Market interest rate
Embedded derivative	13,487	2.982
Convertible option	13,987	9,732	Volatility of underlying shares

			Share price

Early redemption option	500	6,750	Convertible option

	Range of probable input
Description	2022	2021	Fair values 31/12/2022
JP Morgan Loan Host debt	2.00% - 3.00%	(0.60%) - 0.40%	2.00%	2.25%
			KEUR 13.698	KEUR 13.842
	14.5% - 18.5%	10.5% - 14.5%	14.5%	15.5%
Embedded derivative			KEUR 87.519	KEUR 85.265
Convertible option	40.0% - 60%	30.0% - 50%	40%	45%
			KEUR 8.992	KEUR 11.455
	149.66 - 182.92	137.66 - 168.25	142.18	150.08
			KEUR 10.829	KEUR 12.363
Early redemption option		KEUR 7.291 -	KEUR 12.514


Description
JP Morgan Loan Host debt	2.50%	2.75%	3.00%
	KEUR 13.987	KEUR 14.132	KEUR 14.278
	16.5%	17.5%	18.5%
Embedded derivative	KEUR 83.088	KEUR 80.985	KEUR 78.952
Convertible option	50%	55%	60%
	KEUR 13.987	KEUR 16.554	KEUR 19.130
	157,97	165.87	173.77
	KEUR 13.987	KEUR 15.695	KEUR 17.485
Early redemption option


Description	Fair values 31/12/2021
JP Morgan Loan Host debt	(0.60%)	(0.35%)	(0.10%)	0.15%	0.40%
	KEUR 9.407	KEUR 9.572	KEUR 9.732	KEUR 9.898	KEUR 10.063
	10.5%	11.5%	12.5%	13.5%	14.5%
Embedded derivative	KEUR 88.119	KEUR 85.000	KEUR 82.018	KEUR 79.165	KEUR 76.436
Convertible option	30%	35%	40%	45%	50%
	KEUR 4.708	KEUR 7.107	KEUR 9.732	KEUR 12.500	KEUR 15.342
	137.66	145.30	152.95	160.60	16825
	KEUR 7.291	KEUR 8.467	KEUR 9.732	KEUR 11.083	KEUR 12.514
Early redemption option	KEUR 7.291	KEUR 8.467	KEUR 9.732	KEUR 11.083	KEUR 12.514
	KEUR 4.309	KEUR 5.485	KEUR 6.750	KEUR 8.101	KEUR 9.532

5. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In making estimates and assumptions, actual outcomes could differ from those assumption and estimates. The critical judgements that have been made in arriving at the amounts recognized in the Group's financial statements, and the key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying values of assets and liabilities within the next financial year are discussed below:

Critical accounting estimates and assumptions

5.1. Income taxes

The Group is subject to income taxes in Germany, Austria, France, Luxembourg, Switzerland, Italy, Belgium and Poland. Significant judgement is required in determining the total provisions for income and deferred taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognizes liabilities for anticipated tax exposure based on estimates of whether additional taxes will be due and the tax rate applicable to timing differences. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income and deferred tax provisions in the period in which the determination is made.

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits, together with future tax planning strategies. A time horizon between 3 and 5 years is used during the assessment.

5.2. Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires Management to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate present value. Where the actual future cash flows are lower than expected, a material impairment loss may arise. See note 7.1.

5.3. Employee benefits

The Group estimates the present value of defined benefit obligations based on a range of assumptions which may or may not be adjusted as market conditions or actual events develop.

5.4. Estimate of fair value

If a quoted market price is available for an instrument, the fair value is calculated based on the market price. When valuation parameters are not observable in the market or cannot be derived from observable market prices, the fair value is derived through analysis of other observable market data appropriate for each product and pricing models which use a mathematical methodology based on accepted financial theories.

The Group considers that the accounting estimates and assumptions related to valuation of financial instruments where quoted markets prices are not available is a key source of estimation uncertainty because: (a) they are highly susceptible to change from period to period because they require that Management make assumptions about interest rates, volatility, exchange rates, the credit rating of the counterpart, valuation adjustments and specific feature of the transactions and (b) the impact that recognising a change in the valuations would have on the assets reported in the consolidated statement of financial position as well as its income/(expense) could be material. Had Management used different assumptions regarding interest rates, volatility, exchange rates, credit rating of a counterparty, offer date and valuation adjustments, a larger or smaller change in the valuation of financial instruments where quoted market prices are not available would have resulted in a material impact on the Group's comprehensive income, for details please refer to note 4.4.1.

Critical judgements in applying the entity's accounting policies

5.5. Provision for impairment of franchisees and trade receivables

The Group uses a provision matrix to calculate ECLs for trade receivables. The provision rates are based on days past due.

The provision matrix is initially based on the Group's historical observed default rates. The Group will calibrate the matrix to adjust the historical credit loss experience with forward-looking information.

The assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group's historical credit loss experience and forecast of economic conditions may also not be representative of customer's actual default in the future.

5.6. Depreciation and amortisation rates and residual values

The Group depreciates or amortises its assets over their estimated useful lives, as more fully described in the accounting policies for property, plant and equipment and intangible assets. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires a significant degree of judgement to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes.

Significant judgement is applied by management when determining the residual values for property, plant and equipment and intangible assets.

5.7. Determining whether the loyalty points provide material rights to customers

The Group operates several loyalty points programmes, MyQuick, BK Coins and Be King which allows customers to accumulate points when they purchase products in the Group's restaurants. The points can be redeemed for free products, subject to a minimum number of points obtained. The Group assessed whether the loyalty points provide a material right to the customer that needs to be accounted for as a separate performance obligation.

The Group determined that the loyalty points provide a material right that the customer would not receive without entering into the contract. The free products the customer would receive by exercising the loyalty points do not reflect the stand-alone selling price that a customer without an existing relationship with the Group would pay for those products. The customers' right also accumulates as they purchase additional products.

5.8. Estimating the incremental borrowing rate

The Group cannot readily determine the interest rate implicit in the lease, therefore, it uses its incremental borrowing rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR therefore reflects what the Group 'would have to pay', which requires estimation when no observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary's functional currency). The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make certain entity-specific estimates (such as the subsidiary's stand-alone credit rating).

5.9. Judgements in determining the lease term

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).

For leases of restaurants if the restaurant is profitable or has a significant marketing value due to the location the Group is typically reasonably certain to extend (or not terminate).

If any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably certain to extend (or not terminate).

6. GOODWILL

As at 31 December 2022, the carrying value of the goodwill amounted to KEUR 381.527 (2021: KEUR 442.810) and is composed of two different business combinations. A goodwill of KEUR 172 376 is related to the acquisition of the Seafood business in 2018. An additional goodwill of KEUR 270.434 is related to the goodwill recognized in 2020, of which KEUR 228 831 is allocated to the Burger business and KEUR 41.604 to the French tacos business which are considered as cash generating units 'CGU'. An impairment on goodwill on the Seafood business has been recognised as per 31 December 2022 for an amount of KEUR 59.422 (see disclosure 7.1). In addition with the sale of Burger King Poland in August 2022 the goodwill allocated to the Polish restaurants has been derecognised (KEUR 1.861).

Goodwill is monitored by management at the level of the 3 operational segments.

7. INTANGIBLE ASSETS

2022	Tradenames	Customer relations	Software and others	Total intangible assets
Cost at the beginning of the period	248,394	134,551	5,032	387,977
Additions from separate acquisitions	-	-	3,005	3,005
Additions internally generated	-	-	500	500
Disposals	-	-	(406)	(406)
Reclassifications	-	23	3,447	3,470
Effect of foreign exchange	-	-	(18)	(18)
Cost at the end of the period	248,394	134,574	11,561	394,529
Accumulated amortization at the beginning of the period
	-	(10,797)	(364)	(11,161)
Amortization charges	-	(5,431)	(1,717)	(7,148)
Disposals	-	-	489	489
Reclassifications	-	-	(1,080)	(1,080)
Effect of foreign exchange	-	-	(19)	(19)
Accumulated amortization at the end of the period	-	(16,229)	(2,691)	(18,920)
Accumulated impairment at the beginning of the period
	-	(71)	-	(71)
Impairment charges	-	-	(92)	(92)
Disposals	-	-	40	40
Reclassifications	-	71	(250)	(179)
Effect of foreign exchange	-	-	-	-
Accumulated impairment at the end of the period	-	-	(302)	(302)
Carrying value at the beginning of the period	248,394	123,684	4,668	376,745
Carrying value at the end of the period	248,394	118,345	8,566	375,305

2021	Tradenames	Customer relations	Software and others	Total intangible assets
Cost at the beginning of the period	248.384	134.551	4.268	387.203
Additions from separate acquisitions	10	-	3.249	3.259
Additions internally generated	-	-	-	-
Disposals	-	-	(2.785)	(2.785)
Reclassifications	-	-	284	284
Effect of foreign exchange	-	-	16	16
Cost at the end of the period	248.394	134.551	5.032	387.977
Accumulated amortization at the beginning of the period	-	(5.482)	(323)	(5.805)
Amortization charges	-	(5.315)	(315)	(5.630)
Disposals	-	-	-	-
Reclassifications	-	-	284	284
Effect of foreign exchange	-	-	(10)	(10)
Accumulated amortization at the end of the period	-	(10.797)	(364)	(11.161)
Accumulated impairment at the beginning of the period	-	(71)	-	(71)
Impairment charges	-	-	-	-
Disposals	-	-	-	-
Reclassifications	-	-	-	-
Effect of foreign exchange	-	-	-	-
Accumulated impairment at the end of the period	-	(71)	-	(71)
Carrying value at the beginning of the period	248.384	128.999	3.945	381.327
Carrying value at the end of the period	248.394	123.683	4.668	376.745

During the year the Group rolled out a new ERP system to replace the different accounting systems previously used. As result classification of some assets have been reviewed and harmonised resulting in reclassifications between intangible assets, between intangible assets and property, plant and equipment or within property, plant and equipment. In case of a reclassification, the carrying amount of the asset has been transferred.

Prior year addition of KEUR 10 of trade names relates to the legal fees to register Chick&Cheez brand.

7.1. Impairment testing on goodwill and other intangible assets

In accordance with IAS 36, the value of indefinite assets is subject to an annual impairment test. Based on the Group's business plan for the restaurants, including detailed sales and cost assumptions by individual restaurant, an impairment of KEUR 59.422 related to the Seafood business has been recognised in 2022, reflecting a recoverable amount of the Seafood segment of KEUR 238.276. Management assesses that the related risks and sensitivities are limited.

The carrying amount of goodwill and tradenames are allocated as follows:

	Seafood		Burger
	2022	2021	2022	2021
Goodwill	112,954	172,376	226,970	228,831
Tradenames	93,831	93,831	108,423	108,423
	206,785	266,207	335,393	337,254

	French Tacos		Total
	2022	2021	2022	2021
Goodwill	41,604	41,604	381,527	442,810
Tradenames	46,140	46,140	248,394	248,394
	87,744	87,744	629,921	691,204

During the year the Group rolled out a new ERP system to replace the different accounting systems previously used. As result classification of some assets have been reviewed and harmonised resulting in reclassifications between intangible assets, between intangible assets and property, plant and equipment or within property, plant and equipment. In case of a reclassification, the carrying amount of the asset has been transferred.

The Group performed an impairment test on (i) the goodwill resulting from the acquisition of the Burger, the French tacos and the Seafood business, (ii) the perpetual brand license and (iii) the value of the franchise agreements recognized as part of the purchase price allocation based on a detailed business plan.

For impairment testing, the goodwill, the tradenames and the value of the acquired franchise agreements (customer relations) are allocated to the respective brand network.

The business plan, covering the 4 years period from 2023 to 2026 has been prepared bottom up by restaurant and contains detailed assumptions on sales and costs by individual restaurant and for the overhead.

No reasonably possible change in a key assumption will trigger an impairment of the Burger and Tacos Segment.

Key assumptions 2022:

	Burger	French Tacos	Seafood
Key assumptions used for the determination of the value are:
	Applicable	Applicable	Applicable
Annual revenue growth in % over the FY23-FY26 period;	16,2%	16,4%	(2.67%) ^(*)
EBITDA margin	30.0%	71.7%	16,0%
Tax rate	25.0% for Belgium, 27.9% for Italy	25.0% for France	30.0% for Germany
Pure maintenance CAPEX equals 2% of the long-term revenues, refurbishment CAPEX is foreseen every 7 years for all restaurants while kitchens are replaced every 20 years.	Applicable	Applicable	Applicable
Pre-tax discount rate	11.5%/12.5%	13.5%	12.5%
Growth rate used in the terminal cash flow	2.0%	2.0%	1.5%

^(*) : The decrease in Seafood is due to the conversion impact from company operated restaurant into franchisee restaurants

Management has determined the values assigned to each of the above key assumptions as follows:

Assumption	Approach used to determining values
Revenue	Average annual growth rate over the five-year forecast period; based on past performance and management's expectations of market development.
EBITDA margin	Based on past performance and management's expectations of market development
Long-term growth rate	This is the weighted average growth rate used to extrapolate cash flows beyond the budget period. The rates are consistent with forecasts included in industry reports.
Pre-tax discount rates	Reflect specific risks relating to the relevant segments and the countries in which they operate based on weighted average.

Sensitivity of the impairment model on the enterprise value:

A change in long term growth rate of 0,5% has MEUR 6, MEUR 18 and MEUR 6.5 impacton respectively the French tacos, Burger and Seafood.

A change in discount factor of 0,5% has MEUR 9.5, MEUR 41 and MEUR 9.5 impact on respectively the French tacos, Burger and Seafood.

A change in terminal EBITDA margin of 5% has MEUR 7.5, MEUR 95.5 and MEUR 27 impact on respectively the French tacos, Burger and Seafood.

Key assumptions 2021:

	Burger	French Tacos	Seafood
Key assumptions used for the determination of the value are:
	Applicable	Applicable	Applicable
Revenue growth in 2022 to remain at pre COVID 19 levels in 2022	12,5%	26,8%	13,2% ^(*)
Annual revenue growth in % over the FY22-FY25 period; EBITDA margin	29,9%	65,2%	20,8%
Tax rate	25.0% for Belgium, 27.9% for Italy & Poland	25.0% for France	30.0% for Germany
Pure maintenance CAPEX equals 2% of the long-term revenues, refurbishment CAPEX is foreseen every 7 years for all restaurants while kitchens are replaced every 20 years.	Applicable	Applicable	Applicable
Pre-tax discount rate	11.7%	16.5%	11.4%
Growth rate used in the terminal cash flow	1,0%	1,0%	1,0%

^(*) : The decrease in Seafood is due to the conversion impact from company operated restaurant into franchisee restaurants

Based on the forecasted free cash flows generated by the three business CGU's over the period from 2023 to 2026 and the estimated value of the CGU's as at 31 December 2026 the Board of Managers of the General Partner considers that no impairment is needed to the goodwill and intangible assets resulting allocated to the CGU's Burger and French tacos however an impairment of KEUR 59.422 was required on the Seafood CGU.

Management, supported by reports from external tier one valuation experts, have considered and assessed reasonably possible changes for other key assumptions and have not identified any instances that could cause the carrying amount of the various segments to exceed their recoverable amount.

8. PROPERTY, PLANT AND EQUIPMENT

2022	Land & buildings	Plant & equipment	Leasehold improvement
Cost at the beginning of the period	60,327	71,608	24,372
Additions from separate acquisitions	4,865	4,373	2,193
Additions internally generated	-	-	-
Disposals	(2,144)	(4,784)	(4,222)
Reclassifications	441	(38.213)	33.807
Effect of foreign exchange	-	-	-
Cost at the and of the period	63,489	32,984	56,150
Accumulated depreciation at the beginning of the period	(21,803)	(34,148)	(7,379)
Depreciation charges	(4,325)	(6,373)	(5,976)
Disposals	714	2,282	2,438
Reclassifications	(344)	25.723	(23.371)
Effect of foreign exchange	(2)	(11)	(4)
Accumulated depreciation at the end of the period	(25.760)	(12.527)	(34,292)
Accumulated Impairment at the beginning of the period	297	(795)	(3,382)
Impairment charges	-	(134)	255
Disposals	49	290	280
Reclassifications	(672)	30	990
Effect of foreign exchange	-	-	-
Accumulated impairment at the end of the period	(326)	(609)	(1.857)
Carrying value at the beginning of the period	38,821	36,665	13,611
Carrying value at the end of the period	37,402	19,849	20,001

2022	Furniture & equipment	Asset under construction	Others	Total
Cost at the beginning of the period	34,408	1,247	-	191,980
Additions from separate acquisitions	5,022	2,816	-	19,269
Additions internally generated	-	-	-	-
Disposals	(10,729)	(27)	-	(21.906)
Reclassifications	1,332	(836)	-	(3.469)
Effect of foreign exchange	-	-	-	-
Cost at the and of the period	30,031	3,200	-	185,854
Accumulated depreciation at the beginning of the period	(5,445)			(68,775)
Depreciation charges	(9,225)	-	-	(25,899)
Disposals	10,066	-	-	15,500
Reclassifications	(928)		-	1,080
Effect of foreign exchange	(2)	-	-	(19)
Accumulated depreciation at the end of the period	(5.534)	-	-	(78.113)
Accumulated Impairment at the beginning of the period	(9,686)	-	-	(13,566)
Impairment charges	(586)	-	-	(465)
Disposals	518	-	-	1,137
Reclassifications	(30)	-	-	317
Effect of foreign exchange	-	-	-	-
Accumulated impairment at the end of the period	(9.784)	-	-	(12,576)
Carrying value at the beginning of the period	19,275	1,247		109,619
Carrying value at the end of the period	14,713	3,200	-	95,165

2021 restated	Land & buildings	Plant & equipment	Leasehold improvement
Cost at the beginning of the period	48,512	66,453	27,989
Opening connection	-	(314)	(501)
Additions from separate acquisitions	386	3,693	1,818
Additions internally generated	200	-	-
Disposals	(1,022)	(85)	(137)
Reclassifcations	12,243	1,832	(4,806)
Effect of foreign exchange	8	28	9
Restatements	1.178
Cost at the end of the period	60,327	71,608	24,372
Accumulated depreciation at the beginning of the period	(16.743)	(25.411)	(4.411)
Opening connection	-	490	123
Depreciation charges
Additions from business combinations	(2,518)	(8.423)	(2,661)
Disposals	-	-	-
Reclassifications	(2,541)	(798)	(409)
Effect of foreign exchange	(7)	(6)	(1)
Restatements
Accumulated depreciation at the end of the period	(21,803)	(34,148)	(7,379)
Accumulated impairment at the beginning of the period	-	(1,525)	(795)
Opening correction	-	13301	(1.460)
impairment charges	107	(58)	694
Additions from business combinations
Disposals	-	-	-
Reclassifications	191	1121	(1.820)
Effect of foreign exchange	(2)	(3)	(1)
Restatements
Accumulated impairement at the end of the period	297	(795)	(3,382)
Carrying value at the beginning of the period	31.768	39,518	22,783
Carrying value at the end of the period	38,821	36,665	13,610

2021 restated	Furniture & equipment	Asset under construction	Others	Total
Cost at the beginning of the period	31,583	2,221	(41,029)	135,729
Opening connection	-	47	47,613	46,846
Additions from separate acquisitions	2,598	1,928	1,006	11,428
Additions internally generated	-	-	-	200
Disposals	(558)	-	(668)	(2,469)
Reclassifcations	780	(2,949)	(6,925)	175
Effect of foreign exchange	3	-	2	51
Restatements
Cost at the end of the period	34.406	1,247	-	191,960
Accumulated depreciation at the beginning of the period	(2.246)	-	44.212	(4.599)
Opening connection	6,194	-	(46,829)	(40,022)
Depreciation charges
Additions from business combinations	(9,424)	-	(1,272)	(24.317)
Disposals	-	-	-	-
Reclassifications	31	-	3,889	173
Effect of foreign exchange	(7)	-	-	191
Restatements
Accumulated depreciation at the end of the period	(5,445)	-	-	(68,775)
Accumulated impairment at the beginning of the period	(3.605)	-	-	(5,925)
Opening correction	(6.190)	-	-	(7,981)
impairment charges	120	-	(17)	846
Additions from business combinations
Disposals	-	-	-	-
Reclassifications	(10)	-	17	(501)
Effect of foreign exchange	-	-	-	(6)
Restatements
Accumulated impairement at the end of the period	(9.686)	-	-	(13,566)
Carrying value at the beginning of the period	25.732	2,221	3,183	125,205
Carrying value at the end of the period	19,275	1,247	-	109,618

During the year the Group rolled out a new ERP system to replace the different accounting systems previously used. As a result the classification of some assets have been reviewed and harmonised resulting in reclassifications between intangible assets, between intangible assets and property, plant and equipment or within property, plant and equipment. In case of a reclassification, the carrying amount of the asset has been transferred.

As at 31 December 2022, the Group considered additional impairments on a number of restaurants for an amount of KEUR 1.458 and impairments were reversed for KEUR 993 resulting in a net additional impairment charge of KEUR 465. As at 31 December 2021, the Group considered a reversal of impairment on a number of restaurants for an amount of KEUR 846.

Management performed a sensitivity analysis and considered changes in assumptions underpinning the valuation, including the growth and discount rates. On the basis of the present value of the future cash flows expected to be derived from the continuing use of the assets of these sites, management concluded that an impairment loss should be recorded. The net present value was based on a weighted average of a pre-IFRS 16 tax discount rate of 7-10% (depending of the entity) and the incremental borrowing rate of 2.55 p.p. and the cash flow projections covered the period up to end of 2026.

As at 31 December 2022, 35 restaurants (2021: 29) were impaired mainly in Germany (15), Austria (3), Belgium (13), Luxembourg (2), Italy (2) for an aggregate amount of KEUR 12,460 (2021: KEUR 13,566).

	2022	2021
Cost of sales
Depreciation charges on tangible assets (note 8)	16,680	18,580
Impairment charges on tangibles assets (note 8)	1,580	(846)
Amortization & impairment charges of intangible assets and Right-of-Use (note 7 & 9) ^*	53,096	51,579
Depreciation & impairment charges related to assets used franchise restaurants (note 8)	7,657	5,737
Administrative expenses
Amortization expenses intangible assets and Right-of-Use used (note 7 & 9)	2,253	7,900
Other non-operating expenses
Impairment goodwill	59,422	-
	140,688	82,951
^(*) Restated
From continuing operations	139,062	80,691
From discontinued operations	1,626	2,260

Amortization charges on customer relations (note 7) are presented under head office expenses.

The amount of capital commitments as per 31 December 2022 is KEUR 3,486 and 31 December 2021 is KEUR 1,368.

9. RIGHT OF USE

In 2022 an impairment charge of KEUR 6,408 (2021: 10,899) has been recognised on the right of use assets related to restaurant rent contracts in Germany and Austria. An impairment has been reversed for KEUR 929 (2021: 1,228) mainly in Belgium.

2022	Land & buildings	Restaurant equipment	Motor vehicles
Right of Use at the beginning of the period before restatement	448,303	390	2,086
Restatement of prior year (note 2.28)	49,547	-	(44)
Right of Use at the beginning of the period after restatement	497,850	390	2,042
Right of use additions	22,010	-	847
Adjustments related to remeasurements	16,034	-	4
Right of use disposals	(37,647)	-	(1,179)
Right of Use at the end of the period	507,634	390	2,140
Acc. Am. at the beginning of the period before restatement	(88,579)	(74)	(1,025)
Restatement of prior year (note 2.28)	(9,189)	-	(1)
Acc- Am. at the beginning of the period after restatement	(97,768)	(74)	(1,026)
Amortization of the period	(40,600)	(113)	(701)
Amortization disposal	2,455	-	470
Accumulated amortization at the end of the period	(135,913)	(187)	(1,256)
Accumulated Impairment at the beginning of the period	(13,291)	-	-
Impairment of the period	(6,408)	-	-
Impairment disposal	-	-	-
Impairment reversal	929	-	-
Accumulated impairment at the end of the period	(18,769)	-	-
Right of Use net carrying value at the beginning of the period	346,433	316	1.061
Restatement of prior year (note 2.28)	40,358	-	(45)
Restated RoU net carrying value at the beginning of the period	386,791	316	1,016
Right of use net carrylng value at the and of the period	352,951	203	884

2022	Office equipment	Office rental	Total
Right of Use at the beginning of the period before restatement	(91)	9,009	459,696
Restatement of prior year (note 2.28)	-	-	49,503
Right of Use at the beginning of the period after restatement	(91)	9,009	509,199
Right of use additions	-	-	22,857
Adjustments related to remeasurements	-	-	16,038
Right of use disposals	-	-	(38,826)
Right of Use at the end of the period	(91)	9,009	519,082
Acc. Am. at the beginning of the period before restatement	91	(6,797)	(96,383)
Restatement of prior year (note 2.28)	.	-	(9,190)
Acc- Am. at the beginning of the period after restatement	91	(6,797)	(105,573)
Amortization of the period	.	(24)	(41,437)
Amortization disposal	-	-	2,925
Accumulated amortization at the end of the period	91	(6,821)	(144,085)
Accumulated Impairment at the beginning of the period	-	-	(13,291)
Impairment of the period	-	-	(6,408)
Impairment disposal	-	-	-
Impairment reversal	-	-	929
Accumulated impairment at the end of the period	-	-	(18,769)
Right of Use net carrying value at the beginning of the period	(0)	2.212	350,022
Restatement of prior year (note 2.28)	-	.	40,313
Restated RoU net carrying value at the beginning of the period	(0)	2,212	390,335
Right of use net carrylng value at the and of the period	-	2,188	356.227

2021	Land & buildings	Restaurant equipment	Motor vehicles
Right of Use at the beginning of the period	392,933	680	1,688
Restatement of prior year (note 2.28)	62,297	-	(195)
Right of Use at the beginning of the period after restatement	455,230	680	1,493
Right of use additions	49,608	-	535
Adjustments related to remeasurements	878	-	-
Right of use disposals	(2,791)	-	151
Right of use disposals	(5,076)	(291)	(137)
Right of Use at the end of the period	497,850	390	2,042
Acc, Am. at the beginning of the period before restatement	(54,379)	(76)	(638)
Restatement of prior year (note 2.28)	(4,331)	-	(1)
Acc. Am. at the beginning of the period after restatement	(58.710)	(76)	(640)
Amortization of the period ^(*)	(40,273)	(288)	(703)
Amortization disposal	4,866	291	317
Accumulated amortization at the end of the period	(94.117)	(74)	(1,026)
Accumulated impairment at the beginning of the period	(3,620)	-	-
Impairment of the period	(14,549)	-	-
Impairment disposal	-	-	-
Impairment reversal	1,228	-	-
Accumulated impairment at the end of the period	(16,942)	-	-
Right of Use net carrying value at the beginning of the period	334,934	604	1,049
	57,966	-	(196)
Restated RoU net carrying value at the beginning of the period after restatement	392,900	604	853
Right of use net carrying value at the and of the period	386,791	316	1,016

2021	Office equipment	Office rental	Total
Right of Use at the beginning of the period	(34)	8,101	403,368
Restatement of prior year (note 2.28)	-	-	62,102
Right of Use at the beginning of the period after restatement	(34)	8,101	465,470
Right of use additions	-	935	61,038
Adjustments related to remeasurements	-	(27)	851
Right of use disposals	-	-
Right of use disposals	(57)	-	(5,560)
Right of Use at the end of the period	(91)	9,009	509,199
Acc, Am. at the beginning of the period before restatement	47	(5,335)	(60,382)
Restatement of prior year (note 2.28)	-	-	(4,332)
Acc. Am. at the beginning of the period after restatement	47	(5,335)	(64,714)
Amortization of the period ^(*)	(13)	(1,462)	(42,739)
Amortization disposal	57		5,531
Accumulated amortization at the end of the period	91	(6,797)	(101,923)
Accumulated impairment at the beginning of the period	-	-	(3,620)
Impairment of the period	-	-	(14,549)
Impairment disposal	-	-	-
Impairment reversal	-	-	1,228
Accumulated impairment at the end of the period	-	-	(16,942)
Right of Use net carrying value at the beginning of the period	13	2,765	339,366
	-	-	57,770
Restated RoU net carrying value at the beginning of the period after restatement	13	2,765	397,136
Right of use net carrying value at the and of the period	-	2,212	390,335

10. INTEREST IN A JOINT VENTURE AND INTEREST IN ASSOCIATES

As at 31 December 2022, entities accounted for in accordance with the equity method relate to :

(i)	Caresquick S.A., an entity that is jointly controlled by Burger Brands Belgium SA and Autogrill België S.A., each holding a 50% shareholding.
(ii)	Novish B.V. 25.26% (associate)

As at 31 December 2022, the share in net equity value of these investments amounts to KEUR 1.193 (2021: KEUR 967).

The figures indicated below are local GAAP however the variance with IFRS is immaterial on the equity value.

Summarized financial information for joint ventures

	Caresquick		Novish
	2022	2021	2022	2021
Summarized balance sheet
Current asset	3,306	2,327	634	515
Non current asset	397	494	8	20
Current liabilities	1,248	1,002	76	161
Non current liabilities	-	-	705	150
Net assets	2,455	1,819	(139)	224
Reconciliation to the carrying amounts:
Opening net assets 1 January	1,819	1,642	224	937
Acquisition during the year	-	-	-	-
Result for the period	636	177	(363)	(713)
Other comprehensive income
Dividends paid
Closing net assets	2,455	1,819	(139)	224
Group's share in %	50%	50%	25%	25%
Group's share in CU	1,228	910	(35)	57
Goodwill
Carrying amount	1,228	910	(35)	57

11. DERIVATIVE FINANCIAL INSTRUMENTS

Rabobank interest caps

The fair value of derivatives is derived from unobservable market data (level 3). These forecasts incorporate the expected EURIBOR 3M and EURIBOR 6M rate at different points in time. The net present value of the derivatives was thus derived from the expected (fixed) cash flows on the interest cap. The term sheets provide for periodic payments on the interest cap.

As at 31 December 2022, the Group has the following derivatives. The total fair value is KEUR 5,108 (2021: KEUR 62):

2022
Hedging instrument	Notional amount	Maturity	Fair value	Line item in the statement of financial position
RaboBank Interest cap 1.00% EURIBOR 3M	85,000	30 November 2023	1,725	Derivative
RaboBank Interest cap 1.50% EURIBOR 6M	380,000	02 September 2023	3,383	Derivative
Total	465,000		5,108

2021
Hedging instrument	Notional amount	Maturity	Fair value	Line item in the statement of financial position
RaboBank Interest cap 1.00% EURIBOR 3M	85,000	30 November 2023	62	Derivative
ING - exotic				Derivative
Total	85,000		62

The difference between the gain on derivatives of KEUR 5,046 (movement between KEUR 62 in 2021 and KEUR 5,108 in 2022) and the net gain on derivatives (4,082) disclosed under Note 28 is due to the fixed amount payment of the IRS for KEUR 964.

Embedded derivative

With the issuance of a convertible bond (see further in note 17 under the caption JP Morgan) of EUR 85 million a net derivative liability for an estimated amount of KEUR 13 487 (2021: KEUR 2,982) was recognized by the Group. The amount is composed of a conversion option for KEUR 13,987 (liability derivative) and an early redemption option for KEUR 500 (asset derivative) combined in one embedded derivative.

12. OTHER NON-CURRENT FINANCIAL ASSETS AND OTHER CURRENT ASSETS

Other non-current assets KEUR 30.758 (2021 : KEUR 22.992) are composed of long-term lease receivables for restaurants for an amount of KEUR 10.700 (2021: KEUR 13.031), for investments in non-consolidated companies measured at fair value (Not So Dark for KEUR 19.100 (2021 : KEUR 8.499) ; French Chips KEUR 26 (2021: 26)) and cash deposits and guarantees (predominantly related to land lease arrangements) of KEUR 930 (2021: 1.463). The decrease of the latter is mainly due to the carve out of Polish operations.

The change in fair value of Not So Dark is presented under financial income (note 28). The valuation was performed by an external agency. Additional details are presented in notes 4 and 11.

The current portion of lease receivables presented under current financial assets amounts to KEUR 3.200 (2021 : KEUR 3.845)

13. INVENTORIES

	2022	2021
Raw material and finished goods	897	1,687
Goods purchased for resale	3,708	2,102
Inventory write down	(4)	-
Total inventories	4,601	3,789

An impairment loss had to be recognized for inventories during the year ended 31 December 2022 for KEUR 4 (2021: nihil) as result of the closure of a restaurant.

14. TRADE AND OTHER RECEIVABLES

Trade and other receivables are all current. Given the short-term maturity of trade and other receivables, their carrying amounts approximate fair value as the impact of discounting is not significant. Government grants are related to Austrian and German authorities as support measure related to COVID-19.

	2022	2021
Trade receivables	48,799	34,869
Bad debt allowance	(5,897)	(4,288)
Trade receivables net	42,902	30,581
VAT and other tax receivables	4,678	1,823
Grants	4,494	27,962
Adfund balance	9,640	7,410
Other receivables	793	2,761
Trade and other receivables	62,506	70,537

15. SHARE CAPITAL

The Company has been incorporated with a subscribed share capital of EUR 30.000,20 represented by 10 common voting Class B shares, 10 common voting Class C shares, each with a nominal value of EUR 0,01 and one management share, having a nominal value of EUR 30.000,00, all fully paid up. Each share Class has the same characteristics and rights except those described in the articles of association of the Company, and especially those related to the maximum amount of authorized capital and the distribution of net income between investors. The articles of association also include clauses on lock-up period of 5 years, drag- along, tag-along and pre-emption rights on the shares issued by the Company.

On 5 November 2018, the General Partner decided to increase the share capital of the Company by an amount of EUR 12.983,11 so as to raise the share capital from an amount of EUR 30.000,20 to an amount of EUR 42.983,31 by the issuance without the reservation of any preferential rights of 472.311 Class A1 shares and 826.000 Class A2 shares having a nominal value of EUR 0,01 each, together with a share premium in an aggregate amount of EUR 125.198.915,31.

As at 31 December 2019, the subscribed and issued share capital amounted to EUR 42 983,31 and was divided into 472.311 Class A1 shares, 826.000 Class A2 shares, 10 Class B common voting shares, 10 Class C common voting shares, each having a nominal value of EUR 0,01, and 1 Management Share with a nominal value of EUR 30 000,00, having the same characteristics and rights save as to those differences outlined in the Articles of Association and each being fully paid up.

Following the extraordinary general meeting dated 11 February 2020, the existing common voting class B shares and the class C shares of EUR 0,01 each has been converted into 1.000.000 common class B shares and common class C shares with a nominal value of EUR 1/10.000.000 each.

On the same date the capital of the Company was increased for a total amount of KEUR 439.462 being allocated to share capital account the amount of EUR 31.710,74 representing 3.171.074 Class A1 shares with a nominal value of EUR 0,01 and to the share premium account the amount of KEUR 439.431. This capital contribution was paid in kind by transfer of shares in Gripinvest S.a.r.l., KC Next QSR S.C.A. and O'Tacos Holding SAS. The difference between the consolidated share premium and the share premium reported in the statutory financial statements is due to the fact that in the statutory financial statements the share premium is based on the contribution in kind report where for consolidation the fair value of the contribution has been used in accordance to IFRS 3.

On the same date 939.165 class A1 shares and 718.000 class A2 shares were converted into A3 shares for a total of 1.657.165 class A3 shares. Simultaneously 1.530.445 class A3 shares were repurchased for a total amount of EUR 211.966.632,50 (which includes the repurchase of 217.744 class D shares) which left a total of 126.720 class A3 shares in the share capital. As a consequence, the share capital has been reduced by EUR 15.304,47 to the final amount as at year-end of EUR 59.389,58 and the share premium account has been reduced by an amount of EUR 211.951.328,03. Furthermore, 217.744 class B shares were converted into class D shares at a total price of EUR 0,02 and were repurchased leaving a total of 782.256 class B shares.

As at 31 December 2020, the subscribed and issued share capital amounts to EUR 59 389,58 fully paid up.

On 24 December 2021, the capital of the Company was increased for a total amount of EUR 37,220,905.50 by way of issuance of 268,743 class A3 shares having a nominal value of EUR 0,01 and a subscription price of EUR 138.5 per share. This capital contribution was paid in kind by conversion of convertible bonds issued in 2020 and in 2021 and their accrued and unpaid interest as at conversion date.

As a result, the share capital has been increased by EUR 2.687,43 to the final amount as at year end of EUR 62.077,01 and the share premium account has been increased by an amount of EUR 37.218.218,07.

The equity shares of the Company as at 31 December are as follows:

2022		Ordinary shares A
Number of shares	Management share	Al	A2	A3
At the begining of the period	1	2,704,220	108,000	395,463
Increase / converted
Decrease / converted
At the end of the period	1	2,704,220	108,000	395,463
In EUR
Nominal value per share	30,000	0.01	0.01	0.01
Share capital
At the begining of the period	30,000	27,042	1,080	3,955
Increase/converted		-		-
Decrease/converted		-	-	-
At the end of the period	30,000	27,042	1,080	3.955
in KEUR	Management shares	Class A	Class B	Class C
Share premium
At the begining of the period	-	389,897	-	-
Increase
Decrease
At the end of the period	-	389,897	-	-

2022
Number of shares	Class B	Class C	Class D
At the begining of the period	782,256	1,000,000
Increase / converted
Decrease / converted
At the end of the period	782,256	1,000,000
In EUR
Nominal value per share	0.00	0.00	-	Total
Share capital
At the begining of the period	0	0		62,077
Increase/converted	-	-	-	-
Decrease/converted			-	-
At the end of the period	0	0		62,077
in KEUR	Class D
Share premium
At the begining of the period	-
Increase
Decrease
At the end of the period	-

2021		Ordinary shares A
Number of shares	Management share	A1	A2	A3
At the begining of the period	1	2.704.220	108.000	126.720
Increase / converted				268.743
Decrease / converted
At the end of the period	1	2.704.220	108.000	395.463
In EUR
Nominal value per share	30.000	0,01	0,01	0,01
Share capital
At the begining of the period	30.000	27.042	1.080	1.267
Increase/converted		-		2.687
Decrease/converted		-	-	-
At the end of the period	30.000	27.042	1.080	3.955
in KEUR	Management shares	Class A	Class B	Class C
Share premium
At the begining of the period	-	352.679	-	-
Increase		37.218
Decrease
At the end of the period	--	389.897	-	-

2021
Number of shares	Class B	Class C	Class D
At the begining of the period	782.256	1.000.000
Increase / converted
Decrease / converted
At the end of the period	782.256	1.000.000
In EUR
Nominal value per share	0,00	0,00	-	Total
Share capital
At the begining of the period	0	0		59.390
Increase/converted	-	-	-	2.687
Decrease/converted			-	-
At the end of the period	0	0		62.077
in KEUR	Class D
Share premium
At the begining of the period	-
Increase
Decrease
At the end of the period	-

16. NON-CONTROLLING INTERESTS

During the financial year ended 31 December 2022, the non-controlling interests were allocated a total comprehensive loss in the amount of KEUR (631) (2021: EUR (296)).

Set out below is summarized financial information for each subsidiary that have non-controlling interests that are material to the Group. The amounts disclosed below are before inter-company eliminations. Amounts in KEUR.

	Burger King SEE subconsolidation
	Holding
	Belgium
	2022	2021
Group ownership at year-end	89.32%	89.32%
Accumulated balance of NCI	5,235	5,867
Current Assets	71,281	58,451
Non Current Assets	107,673	118,885
Current Liabilities	(57,126)	(47,732)
Non Current Liabilities	(72,695)	(74,426)
Net assets	49,132	55,179
Revenue	107,651	92,785
Profit of the period	(4,490)	(2,310)
Other Comprehensive Income	(40)	(463)
Total comprehensive income	(4,530)	(2,772)
Share NCI in sale of Burger King Poland	(1,115)
Total comprehensive income allocated to NCI	(631)	(296)
Dividends paid to NCI	-	-

17. BORROWINGS

Facility Loans

With the repayment of the COVID 19 loan during 2021 by BKSEE AG there is no unused credit facility as at 31 December 2022 nor as at 31 December 2021.

In February 2020, QSR Finco S.a r.l. and its new sole shareholder entered into a new external financing agreement with Ares Management Limited for an amount of EUR 465 million. The facility, with a maturity of 6 years, is bearing an interest rate of EURIBOR 6M with a floor at 0.5% plus a variable margin based on leverage level which is currently at 7.00% per annum to refinance the debt structure of the Group. The refinance was used to repay the current loan of Burger Brands Belgium SA, to refinance the 'Bismark loan' at the KC North Sea II level and to finance the acguisition of the non-controlling interest of O'Tacos Holding SAS. Due to debt leverage ratio the interest rate increased to be 7.50% at the end of 2020. Interest on the loan were paid for the maturity dates of September 2021, March 2022, September 2022 and March 2023.

Precedent to the utilisation of the facility the shares of QSR Platform S.à.r.l. have been pledge for the entire amount of issued share capital. In addition, company's shares and trade receivables of QSR Platform S.à.r.l., QSR Finco S.a.r.l. (previously KC North Sea II S.à.r.l.) and of the significant of the operational entities (see note 3 for the list of operational entities) have been pledged. The bank account for those companies are secured however not restricted for the facility. The off-balance sheet pledge has been increased to the amount of the new facility.

The carrying amounts of the receivable pledged as security amounts KEUR 16.070 (2021: KEUR 20 972), the carrying amount of the pledged bank accounts was KEUR 112.104 (2021: KEUR 126 250).

The Group has compliance requirements at each quarter end in respect of senior adjusted leverage, minimum EBITDA cover and minimal cash level of EUR 30 million. On November 17th 2020 a waiver from Ares was obtained to cope with the extraordinary COVID 19 situation for the periods ending 30 September 2020, 31 December 2020, 31 March 2021 and 30 June 2021. In addition, the senior adjusted leverage that shall not be exceeded for the periods 30 September 2021, 31 December 2021, 31 March 2022 and 30 June 2022 have been increased. On March 31s1, 2023 the Group has agreed with Ares for all quarter end periods in 2023, 2024 and thereafter a senior adjusted leverage covenant reset which reflects a less aggressive stepdown in covenant than agreed on November 17th, 2020.

The Group complied with all financial covenants in 2021, 2022 and 2023 so far.

The current portion being the accrued interest amounts KEUR 16.571 (2021: KEUR 16.278), the non-current portion amounts is nihil (2021 : nihil). The difference on the long term with the notional amount of EUR 465 million are the unamortized financing expenses (KEUR 5.207 ) and capitalized PIK interest KEUR 5.944.

Banca Popolare Loan

The facilities located in Italy are related to facilities that were part of the acquired balance sheet. On 12 December 2016, the acquired Burger segment as Borrower entered a first bank loan agreement with Banca Popolare di Milano as Lender (the "BPM First Loan") whereby it was granted an amount of KEUR 2 600. The BPM First Loan is repayable within 7 years and bears interest of EURIBOR 3M + 210 bps with a floor of nil for EURIBOR. The loan is guaranteed by the underlying asset which was given to the bank as security.

On 23 May 2017, the acquired Burger segment as Borrower entered a second bank loan agreement with Banca Popolare di Milano as Lender (the "BPM Second Loan") whereby it was granted an amount of KEUR 2.150. The BPM Second Loan is repayable within 7 years and bears interest of EURIBOR 3M + 195 bps with a floor of nil for EURIBOR. The loan is guaranteed by the underlying asset which was given to the bank as security.

The outstanding notional amount as per 31 December 2022 is KEUR 1.779 (2021: KEUR 2.518)

The breakdown of the bank borrowings based on maturity is disclosed in 4.2.3.

On 27 November 2020 the Group entered into a Servizi Assicurativi del Commercio Estero (SACE) supported loan of KEUR 5.000 with maturity on 30 December 2025, EURIBOR 3M + 190 bps with a floor of nil for EURIBOR. The outstanding amount as per 31 December 2022 is KEUR 3 649 (2021 : KEUR 4.648)

The carrying amount of bank borrowings approximates its discounted value and fair value due to its marked to market floating interest rate (EURIBOR).

-Previous shareholders OTacos

O'Tacos Holding SAS had a redeemable preference shares with some of the founders of the brand of for an amount of EUR 20 million. The loan is bearing with a return of 10%, payable on a semi-annual basis conditional to the French dividend distribution limitation. The instrument is embedded with a call/put option than can be exercised by both parties to be repaid in cash during the second quarter of 2021 or in case of an event of default to specific financial and/or non-financial conditions. In 2021 several founder shareholders of O'Tacos exercised the put option on their loans for an amount of EUR 15 million. An amount of EUR 6.75 million and EUR 8.25 million has been acquired by Burger Brands Belgium respectively in 2021 and 2022. EUR 5 million is still owned by QSRP Holding.

Shareholder loan

In December 2020 the Company Board approved the issuance of up to EUR 50 million of convertible bonds with a maturity of 6 years. The loan is bearing with an interest rate of 10%. At 31st December 2020 an amount of KEUR 31 100 was subscribed by the shareholders of which KEUR 23 500 were collected in 2020. The remaining amount was collected shortly after year-end. During the year 2021 an additional subscription of KEUR 2 800 was issued and collected. On 12th December 2021 the bonds were converted in equity (see note 15 above) including an amount of KEUR 3 321 of accrued interest.

JP Morgan

On 10th December 2021 the General Partner approved the issuance of upto EUR 85 million of convertible bonds due in 2025. The loan is bearing an interest rate of 11.5% and includes an embedded derivative composed of two elements with a combined value at KEUR 13 487 (2021 : KEUR 2 982), being (i) the option to convert the bond into equity valued at KEUR 13 987 (2021 : KEUR 9 732) (liability derivative) and (ii) the early redemption option (asset derivative) for an amount of KEUR 500 (2021 : KEUR 6 570). Therefore the value of the host debt is KEUR 82 018 (2021 : KEUR 82 018). The valuation took into account a volatility of the underlying equity of 50%. As per year-end 2022 the accrued interest amounts to KEUR 10 364 (2021 : KEUR 589). The transaction expenses related to the issuance of the bond were immaterial.

2022	Borrowings	Leases	Derivatives	Total
Amount at the beginning of the period	604,435	394,243	2,982	1,001,660
Restatement of prior year	-	42,992	-	42,992
Restated amount at the beginning of the period	604,435	437,236	2,982	1,044,652
Increase of the period
New lease contracts		22,565		22,565
Decrease of the period	(56.860)	(47.875)		(104,735)
Accrued interest	50.117	10.646		60.763
Disposal of lease contract	-	(29,773)	-	(29,773)
Remeasurment	-	16,037	10,325	26,362
Amount at the end of the period	597,692	408,835	13,307	1,019,835

2021	Borrowings	Leases	Derivatives	Total
Amount at the beginning of the period	552,999	368,258	71	921,329
Restatement of prior year		67,637		67,637
Restated amount at the beginning of the period after restatement	552,999	435,895	71	988,966
Increase of the period	91,714	-	2,982	94,696
New lease contracts		34,792		34,792
Decrease of the period	(52.679)	(42,743)		(95,422)
Convention to equity	(37,221)	-	-	(37,221)
Accrued interest	49.622	9,646		59.268
Disposal of lease contract		(1,233)		(1,233)
Remeasurment	-	878	(71)	807
Amount at the end of the period	604,435	437,235	2,982	1,044,652

18. LEASES LIABILITIES

2022	Restaurant renting	Restaurant equipment	Motor vehicles
Maturity analysis of lease liabilities (Undiscounted)
No later than one year	50,960	52	392
Later than 1 year and not later than 5 years	163,407	23	477
Later than 5 years	273,633	-	-
Total	488,000	74	869
Amounts recognized in cash flow statements
Total cash outflows for the leases	47,065	89	610
Amounts recognized in profit or loss
Depreciation expenses for the year	40,593	83	609
Interest expense on lease liabilities	9,530	6	111
Income from operating subleases	8,749	-	-
Income from finance subleases	(3,117)	-	-
Potential exposure
Potential future cash outflows that are not reflected in the measurement of lease liabilities	(8,919)	-	-

2022	Office equipment	Office rental	Total
Maturity analysis of lease liabilities (Undiscounted)
No later than one year	-	97	51,501
Later than 1 year and not later than 5 years	-	299	164,206
Later than 5 years	-	-	273,633
Total	-	396	489,340
Amounts recognized in cash flow statements
Total cash outflows for the leases	25	86	47,875
Amounts recognized in profit or loss
Depreciation expenses for the year	30	122	41,437
Interest expense on lease liabilities	-	-	9,646
Income from operating subleases	-	-	8,749
Income from finance subleases	-	-	(3,117)
Potential exposure
Potential future cash outflows that are not reflected in the measurement of lease liabilities	-	(394)	(9,313)

2021	Restaurant renting	Restaurant equipment	Motor vehicles
Maturity analysis of lease liabilities (Undiscounted)
No later than one year	50,662	89	510
Later than 1 year and not later than 5 years	146,986	74	493
Later than 5 years	265,348	-	-
Total	462,996	164	1,002
Amounts recognized in cash flow statements
Total cash outflows for the leases	44,178	369	795
Amounts recognized in profit or loss
Depreciation expenses for the year ^(*)	40,037	343	772
Interest expense on lease liabilities ^(*)	9,983	14	23
Income from operating subleases	8,324	-	-
Income from finance subleases	(4,864)	-	-
Potential exposure
Potential future cash outflows that are not reflected in the measurement of lease liabilities	(4,712)	-	-

2021	Office equipment	Office rental	Total
Maturity analysis of lease liabilities (Undiscounted)
No later than one year	25	93	51,379
Later than 1 year and not later than 5 years	-	292	147,845
Later than 5 years	-	70	265,418
Total	25	455	464,642
Amounts recognized in cash flow statements		-
Total cash outflows for the leases	92	79	45,513
Amounts recognized in profit or loss
Depreciation expenses for the year ^(*)	86	112	41,350
Interest expense on lease liabilities ^(*)	0	-	10,020
Income from operating subleases	-	-	8,324
Income from finance subleases	-	-	(4,864)
Potential exposure
Potential future cash outflows that are not reflected in the measurement of lease liabilities	(9)	(394)	(5,115)

Some property leases contain variable payment terms that are linked to sales generated from a restaurant.

	2022	2021
Additional lease information recognized in the income statement
Lease incentive related to COVID 19	-	5,638
Low value and short lease expenses	690	475
Variable lease charges not linked to an index	342	327
Sensitivity of increase by 10% of revenue on variable leases
On lease expenses	29	205
On lease receivables	4,555	4,477

19. PROVISIONS

2022	Litigations	Restructuring	Onerous contracts	Ancillary lease cost	Total
Amount at the beginning of the period long term	1,647	55	-	7,239	8,940
New provision	774	-	-	-	774
Increase Provisions	-	-	176	749	925
Use Of Provisions				(463)	(463)
Value of time Reclassification	(605)	-	-	605	-
Decrease to Existing Provisions	(1,009)	(55)	-	(1,040)	(2,103)
Amount at the end of the period long term	807	-	176	7,090	8,073
Amount at the beginning of the period short term	367	591	3	2,705	3,666
New provision	-	-	-	-	-
Increase Provisions	642	749	310	1,586	3,287
Use Of Provisions	(65)	(529)	(3)	(126)	(723)
Decrease to Existing Provisions	(243)	(249)	-	(764)	(1.256)
Reclassification	-	-	-	(336)	(336)
Amount at the end of the period short term	701	562	310	3,065	4,638

2021	Litigations	Restructuring	Onerous contracts	Ancillary lease cost	Total
Amount at the beginning of the period long term	90	83	-	5.201	5.374
New provision	734	-	-	152	886
Increase Provisions	838	-	-	865	1.703
Use Of Provisions				(886)	(886)
Value of time	-	-	-	(147)	(147)
Reclassification				3.309	3.309
Decrease to Existing Provisions	(15)	(28)	-	(1.256)	(1.299)
Amount at the end of the period long term	1.647	55	-	7.239	8.940
Amount at the beginning of the period short term	449	515	2	4.290	5.256
New provision	-	-	-	-	-
Increase Provisions	245	953	3	1.843	3.044
Use Of Provisions	(96)	(854)	(2)	(221)	(1.174)
Decrease to Existing Provisions	(231)	(23)	-	(641)	(895)
Reclassification	-	-	-	(2.566)	(2.566)
Amount at the end of the period short term	367	591	3	2.705	3.666

Provisions for litigations

Provisions for litigations mainly relate to legal fees and similar expenses incurred in collection disputes as well as a dispute concerning a possible increase in rent. They reflect the best estimate of the amount the Group expects to disburse and are based on external assessments.

Others

Other long-term provisions mainly relate to the dismantling obligation of stores at the end of the lease contract KEUR 7,092 which remains stable compared to 2021 (KEUR 7,238).

Other short-term provision regard the ancillary lease costs of the stores KEUR 3,065 (2021: KEUR 2,705).

The payments for the short terms provision will most probably be executed gradually over the next 12 months.

20. EMPLOYEE BENEFITS

As at 31 December 2022, the Group employed 5,196 staff (2021: 5,088), of which 4,827 (2021: 4,717) are active in restaurants.

The long-term employee benefits amount to KEUR 79,005 at year-end 2022 (2021: KEUR 92,432) and predominantly relate to defined benefit plans in Germany (2022: KEUR 59,576; 2021: KEUR 82,597) and a long-term incentive plan, also referred to as Shadow Equity Plan (note 35), in the BKSEE Zug branch in Switzerland.

The significant decrease of the liability in Germany is predominantly driven by the increase in interest rates. The increase in the long term benefits in Switzerland is mainly driven by the vesting of existing phantom shares and new phantom shares being granted to senior executives who joined the Group in the course of 2022.

The details of the main defined benefit plans are further disclosed below.

Long term benefits per country:

	2022	2021
Germany	59,576	82,597
Austria	920	1,330
Switzerland	14,285	5,989
Belgium	3,356	1,930
Italy	247	294
France	621	292
Total	79,005	92,432

Seafood

Nordsee has set up a defined benefit plan with several insurance companies for employees in the event of retirement for employees that were part of the payroll before March 31, 2002. The retirement plan provides for a pension entitlement based on final salary, on which the pension fund benefits are calculated. Furthermore, there are employees who have a pension entitlement due to individual commitments.

The defined benefit plan includes the affiliation of the employee, with no distinction between the age of exit for men and women. Salary increases are also part of the computation. In the event of the death of the beneficiary, payments are made to the surviving dependents.

The Austrian subsidiary has a defined benefit pension commitment for a limited group of people, the amount regarding retirement is fixed. This obligation is usually covered by the VBV pension fund.

Burger and headquarter

The Group offers post-employment benefits in the form of a defined contribution plan, covering management as well as staff in Belgium. The employer contribution amounts to 7% at management level and 3% at staff level and are considered to be defined benefit plan given the legal minimum guaranteed return.

In Italy the legal 'TFR' (Trattamento di Fine Rapporto) plan is granted to employees.

	Germany	Austria
1) The principal assumptions used for the purposes of the actuarial valuations were as follows	31/12/2022	31/12/2022
	-	-
Discount rate(s)	4.20%	4.20%
Pension increase rate	2.00%	N/A
Expected rate(s) of salary increase (on top of the inflation rate)	2.50%	2.50%
Mortality tables	Heubeck 2018G	AVO 2018-P - Rechnungsgrundlagen für die Pensionsversicherung
Retirement age	according to German Social Security regulations	according to Austrian Social Security regulations
Withdrawal rate	NORDSEE Germany turnover rates	NORDSEE Austria turnover rates
Average longevity at retirement age for current employees (future pensioners) (years)	0%	0%
Males	23.0	N/A
Females	27.0	N/A

2) Amounts recognised in comprehensive income in respect of these defined benefit plans are as follows	Year ended 31/12/2022	Year ended 31/12/2022
	EUR 000	EUR 000
Service cost:
Current service cost	(1,058)	(82)
Past service cost and (gain)/loss from settlements	-	-
Immediate recognition of actuarial gains and (losses)	191	209
Net interest expense	(1,046)	(16)
Components of defined benefit costs recognised in profit or loss	(1,913)	111
Remeasurement on the net defined benefit liability :	-
Return on plan assets (excluding amounts included in net interest expense)	-	(45)
Actuarial gains and (losses) arising from changes in financial assumptions	23,421	248
Actuarial gains and (losses) arising from experience adiustments	(1,555)	18
Components of defined benefit costs recognised in other comprehensive income	21,866	213
Total	19,953	324

3) The amount included in the consolidated statement of financial position arising from the entity's obligation in respect of its	31/12/2022	31/12/2022
	EUR 000	EUR 000
Present value of funded defined benefit obligation	- 59,127	- 1,301
Fair value of plan assets	-	389
Funded status	(59,127)	(912)
Net liability arising from defined benefit obligation	(59,127)	(920)

4) Movements in the present value of the defined benefit obligation in the current year were as follows	Year ended 31/12/2022	Year ended 31/12/2022
	EUR 000	EUR 000
Opening defined benefit obligation	(82,295)	(1,808)
Current service cost	(1,058)	(82)
Interest cost	(1,046)	(22)
Remeasurement gains/(losses):	-
Actuarial gains and (losses) arising from changes in demographic assumptions	-	-
Actuarial gains and (losses) arising from changes in financial assumptions	23,617	368
Actuarial gains and (losses) arising from experience adjustments	(1,560)	107
Benefits paid	3,215	136
Insurance premiums related to risk coverages	-	-
Closing defined benefit obligation	(59,127)	(1,301)

5) Movements in the fair value of plan assets in the current year were as follows	Year ended 31/12/2022	Year ended 31/12/2022
	EUR 000	EUR 000
Opening fair value of plan assets	-	477
Interest income		6
Remeasurement gains/(losses):	-	-
Return on plan assets (excluding amounts included in net interest expense)	-	(45)
Benefits paid	-	(49)
Insurance premiums related to risk coverages	-	-
Closing fair value of plan assets	-	389.00

6) The fair value of the plan assets at the end of the reporting period for each category are as follows:	Germany	Austria
	31/12/2022	31/12/2022
Subtotal	-	-
7) Sensitivities of the defined benefit obligation	31/12/2022	31/12/2022
	EUR 000	EUR 000
Discount rate - 100 basis points	67,376	1,415
Discount rate + 100 basis points	51,968	1,197
Expected salary growth - 100 basis points	58,090	841
Expected salary growth + 100 basis points	60,248	1,007
Life expectancy - 1 year	55,000	343
Life expectancy + 1 year	60,846	419
8) Average duration of the defined benefit obligation	31/12/2022	31/12/2022
Average duration of the defined benefit obligation	10	26
9) Expected contributions for next year	31/12/2022	31/12/2022
	EUR 000	EUR 000
Expected employee contributions for next year	-	-
Expected employer contributions for next year	-	-
10) Expected benefits paid for next year	31/12/2022	31/12/2022
	EUR 000	EUR 000
Expected benefits paid for next year	3,692	163
11) Population	31/12/2022	31/12/2022
Active affiliates	5,690	346
Affiliates with deferred rights	611
Pensioners	1,020	18

	Germany	Austria
1) The principal assumptions used for the purposes of the actuarial valuations were as follows	31/12/2021	31/12/2021
Discount rate(s)	1,30%	1,30%
Inflation rate	1,60%	N/A
Expected rate(s) of salary increase (on top of the inflation rate)	2,50%	2,50%
Mortality tables	Heubeck 2018G	AVO 2018-P - Rechnungsgrundlagen für die Pensionsversicherung
Retirement age	according to German Social Security regulations	according to Austrian Social Security regulations
Withdrawal rate	NORDSEE Germany turnover rates	NORDSEE Austria turnover rates
Average longevity at retirement age for current employees (future pensioners) (years)	0%	0%
Males	23,0	N/A
Females	27,0	N/A

2) Amounts recognised in comprehensive income in respect of these defined benefit plans are as follows	Year ended 31/12/2021	Year ended 31/12/2021
	EUR 000	EUR 000
Service cost:
Current service cost	(1.182)	(97)
Past service cost and (gain)/loss from settlements	-	-
Administration costs	-	-
Net interest expense	(921)	16
Components of defined benefit costs recognised in profit or loss	(2.103)	(113)
Remeasurement on the net defined benefit liability :
Return on plan assets (excluding amounts included in net interest ex pense)	-	37
Actuarial gains and (losses) arising from changes in financial assumptions	686	23
Actuarial gains and (losses) arising from experience adjustments	1.138	103
Components of defined benefit costs recognised in other comprehensive income	1.824	163
Total	(279)	50

3) The amount included in the consolidated statement of financial position arising from the entity's obligation in respect of its	31/12/2021	31/12/2021
	EUR 000	EUR 000
Present value of funded defined benefit obligation	82.295	1.808
Fair value of plan assets	-	477
Funded status	(82.295)	(1.331)
Net liability arising from defined benefit obligation	(82.295)	(1.331)

4) Movements in the present value of the defined benefit obligation in the current year were as follows	Year ended 31/12/2021	Year ended 31/12/2021
	EUR 000	EUR 000
Opening defined benefit obligation	(85.438)	(1.982)
Current service cost	(1.182)	(97)
Interest cost	(921)	(21)
Remeasurement gains/(losses):
Actuarial gains and (losses) arising from changes in demographic assumptions	-	-
Actuarial gains and (losses) arising from changes in financial assumptions	686	23
Actuarial gains and (losses) arising from experience adjustments	1.253	76
Benefits paid	3.307	193
Insurance premiums related to risk coverages	-	-
Closing defined benefit obligation	(82.295)	(1.808)

5) Movements in the fair value of plan assets in the current year were as follows	Year ended 31/12/2021	Year ended 31/12/2021
	EUR 000	EUR 000
Opening fair value of plan assets	-	477
Interest income	-	5
Remeasurement gains/(losses):	-	-
Return on plan assets (excluding amounts included in net interest ex pense)	-	39
Benefits paid	-	(44)
Insurance premiums related to risk coverages	-	-
Closing fair value of plan assets	-	477

	Germany	Austria
6) The fair value of the plan assets at the end of the reporting period for each category are as follows:	31/12/2021	31/12/2021
	EUR 000	EUR 000
Insurance contracts	-	477
7) Sensitivities of the defined benefit obligation	31/12/2021	31/12/2021
	EUR 000	EUR 000
Discount rate - 100 basis points	97.009	2.012
Discount rate + 100 basis points	69.937	1.627
Expected salary growth - 100 basis points	78.936	1.167
Expected salary growth + 100 basis points	85.763	1.463
Life expectancy -1 year	76.769	446
Life expectancy + 1 year	84.930	558
8) Average duration of the defined benefit obligation	31/12/2021	31/12/2021
Average duration of the defined benefit obligation	-	-
9) Expected contributions for next year	31/12/2021	31/12/2021
	EUR 000	EUR 000
Expected employee contributions for next year	-	-
Expected employer contributions for next year	-	-
10) Expected benefits paid for next year	31/12/2021	31/12/2021
	EUR 000	EUR 000
Expected benefits paid for next year	3.474	155
11) Population (headcount per entity)	31/12/2021	31/12/2021
Active affiliates	2.381	359
Affiliates with deferred rights	592	-
Pensioners	1.035	19

21. TRADE AND OTHER PAYABLES

Given the short-term maturity of trade and other payables, their nominal amount equals fair value. The balance of Trade and Other payables amounts to KEUR 66.329 (2021: KEUR 55.802). The increase is explained by the increase in activity compared to last year and higher VAT payables as a result of higher sales prior to year-end.

22. INCOME TAXES

22.1. Deferred tax assets

Deferred tax is mainly driven by tax losses made by the Group and which give rise to deductible amounts which the Group expects to offset against future taxable income.

During the year ended 31 December 2022, the Group recognized deferred tax assets in the amount of KEUR 35.997 (2021: 48.213) of which DTA generated on the Fair Market value adjustments at the level of the embedded derivative (2022: KEUR 2.575). Deferred tax assets are recognized for all unused tax losses carried forward to the extent that the realization of the related tax benefit through future taxable profits is probable. Significant management judgement is required to determine the amount of the deferred tax assets that can be recognised, based upon the probable timing and the level of future taxable profits. The assessments are based on the forecasts approved by the Management at reporting date, however actual results may differ from these forecasts with an impact on the actual utilization of the tax losses carried forward. Some components of the Group are profitable and it is expected that other entities in the Group will return to profitability in the near future based on forecasts. It is therefore anticipated the Group will have sufficient taxable income to offset the deferred tax assets except for the Seafood business.

2022	Property, plant and equipment	Deferred revenue	Provisions	Lease liabilities	Post Employment benefit obligations
Amount at the beginning of the period	203	429	850	2,709	16,674
Prior year restatements note 2.28	(1)	-	21	3.220	-
Amount at the beginning of the period after restatements	201	429	871	5,929	16,674
Reclasses			(36)	1
Recognised/reversed in P&L	26	141	(324)	466	1,565
Recognised/reversed on OCI	-	-	-	-	(6,738)
Disposal of subsidiary	-	-	-	-	-
Other deffered taxes movements	-	-	(44)	1,892	(254)
Amount at the end of the period	227	570	468	8,288	11,246

2022	Financial instruments	Tax losses	others	Total
Amount at the beginning of the period		19,660	4,448	44,974
Prior year restatements note 2.28	-		-	3.240
Amount at the beginning of the period after restatements	-	19,660	4,448	48.213
Reclasses		(2)	24	(13)
Recognised/reversed in P&L	2,575	(9,190)	235	(4,505)
Recognised/reversed on OCI	-	-	-	(6,738)
Disposal of subsidiary	-	-	(24)	(24)
Other deffered taxes movements	-	-	(2,530)	(936)
Amount at the end of the period	2,575	10,469	2,154	35,997

2021	Property, plant and equipment	Deferred revenue	Provisions	Lease liabilities
Amount at the beginning of the period	238	232	426	4,101
Recognised/reversed in P&L (note 29)	(36)	197	424	(1,391)
Recognised/reversed in OCI	-	-	-	-
Acquired with the business combination
Amount at the end of the period	203	429	850	2,709

2021	Post Employment benefit obligations	Financial instruments	Tax losses	Others	Total
Amount at the beginning of the period	16,608		16,324	4,265	42,194
Recognised/reversed in P&L (note 29)	775	-	3,337	184	3,490
Recognised/reversed in OCI	(710)	-	-	-	(710)
Acquired with the business combination
Amount at the end of the period	16,674	-	19,650	4,448	44,974

Tax losses carried forward: detail on expiry	2022	2021
Within next year		3.848.281
Within 2 years		1.045.386
Within 3 years	-	915,087
Within 4 years	-	1,787,551
Within 5 years	-	1,599,240
Beyond 5 years	-	-
Without expiry date	81,841,299	75,577,576
Total tax losses carried forward	81,841,299	84,574,120

The amount of unrecognized deferred tax assets on losses carried forward amounts KEUR 23,660 as per end 2022 (2021 KEUR 6,408) mainly in Germany (2021: KEUR nihil) and Italy.

The decrease of expiring tax losses carried forward is the result of the sale of Burger King Poland.

22.2. Deferred tax liabilities

2022	Property, plant & equipment	Intangible assets	Other	Financial instruments	Total
Amount at the beginning of the period
	4,988	97,389	148	-	102,525
Restatement prior year		2,633			2,633
Amount at the beginning of the period after restatement	4,988	100,022	148	-	105,158
Transfer	(4,651)	4,457	524		330
Recognised/reversed in P&L (note 30)
	(328)	(1,900)	2,274	1,274	1,319
Recognised/reversed on OCI	-	-	-
Amount at the end of the period	9	102,578	2,946	1,274	106,808

2021	Property, plant & equipment	Intangible assets	Other	Total
Amount at the beginning of the period	5,342	100,877	148	106,367
Recognised/reversed in P&L (note 30)	(354)	(3,488)	-	(3,842)
Recognised/reversed on OCI	-	-	-
Acquisition of subsidiary	-	-	-	-
Amount at the end of the period	4,988	97,389	148	102,525

23. DEFERRED INCOME AND ACCRUALS

Deferred income and accruals KEUR 17,216 (2021: KEUR 16,227) are mainly composed of accrual related to rent and occupancy charges for KEUR 9,360. Deferred income (see note 24.3) increases from KEUR 6,706 to KEUR 8,533 due to the combined effect of the opening fees invoiced from new franchised restaurants and a further increase of the loyalty program.

24. REVENUE

The Group derives revenues from services over time and at a point in time in the following major business lines and geographical regions. Those major business lines and geographical regions have also been identified as segments.

24.1. By segment

Year ended 31 December	Burger	French Tacos & Chicken	Seafood	Total segments	Consolidated
Revenue
External customers 2022	258,105	33,280	182,063	473,448	473,448
External customers 2021	208,472	23,622	119,323	351,417	351,417

24.2. By geographical breakdown

The geographical breakdown of the Group's revenue is as follows:

Revenue by region	2022	2021
Revenue from Germany	154,954	100,318
Revenue from Italy	107,838	82,832
Revenue from France	28,314	19,863
Revenue from Belgium	129,310	107,381
Revenue from Luxembourg	26,236	22,338
Revenue from Austria	26,796	18,683
Total revenue	473,448	351,417

24.3. Deferred revenue

The movement on the deferred revenue from the loyalty programs mainly at Burger Brand Belgium and Burger King Italy level is as follows:

2022	Loyalty program	Opening fee
Deferred revenue at the beginning of the period	895	5,811
Increase of the period	1,990	1,447
Decrease of the period	(1,167)	(442)
Deferred revenue at the end of the period	1,717	6,816

2021	Loyalty program	Opening fee
Deferred revenue at the beginning of the period	552	5,320
Increase/acquired of/in the period	912	1,185
Decrease of the period	(569)	(694)
Deferred revenue at the end of the period	895	5,811

25. COST OF SALES

Cost of sales of company operated restaurants consist of the following:

	2022	2021
Cost of food	111,264	74,628
Restaurant employee benefit expense	106,830	94,283
Occupancy and other restaurant operating expense	61,736	40,300
Restaurant amort., depr. & impairment charge	72,983	66,666
Total cost of sales	352,813	275,877
Cost of Sale is attributable to:
From continuing operations	344,806	265,991
From discontinued operation	8,007	9,886
Total cost of sales	352,813	275,877

26. SELLING AND GENERAL ADMINISTRATIVE EXPENSES

Selling and general administrative expenses consist of the following:

	2022	2021 restated
Employee benefits expenses	45,733	35,850
Service & other goods	27,961	12,973
Depreciation expenses headoffice	2,253	7,900
Other administrative expenses	1,381	8,744
Lease charges	1,006	4,395
Expected credit losses	242	(1,077)
Impairment of the period and impairment on Right of Use Assets	5,479	-
Total administrative expenses	84,055	68,786
SG&A is attributable to:
From continuing operations	83,699	68,104
From discontinued operation	356	682
Total administrative expenses	84,055	68,786

27. EMPLOYEE BENEFIT EXPENSES

The employee benefit expenses consist of the following:

	2022	2021
Salaries	82,878	71,745
Social security charges	19,019	19,313
Other employee benefits	4,933	3.225
Employee benefit expenses within cost of sales	106,830	94,283
Salaries	35,914	28,668
Social security charges	5,020	5,109
Other employee benefits	4,799	2,073
Employee benefit expenses within sales, general services and administartion	45,733	35,850

The increase of current year in general services and administration is mainly related to the expenses recognised from the long term management incentive plan (see note 35)

28. FINANCE INCOME

In 2022 finance income mainly consist of a fair value adjustment on the investment in Not So Dark (KEUR 8,642) and on the derivates of (KEUR 4,082). In 2021 the amount mainly consists of foreign exchange gains KEUR 1,235. Not So Dark is not a publicly traded investment.

	2022	2021
Interest income	487	313
Change in fair values of non consolidated investments	8,401	134
Net gain on derivatives	4,082	-
Other financial income	540	1,101
Total finance income	13,510	1,548
Finance income is attributable to:
From continuing operations	13,510	1,548
From discontinued operation	-	-
Total finance income	13,510	1,548

29. FINANCE EXPENSE

Finance costs mainly consist of interest expense on external financing for an amount of KEUR 46,081 (2021: KEUR 48,434) and finance charges of lease contracts KEUR 10,613 (2021: KEUR 10,304 ^(*) ) as a result of IFRS 16. Additional amortization charges on the financing expenses amounted to KEUR 1,888 (2021: 2,081). Other finance costs consist of foreign exchange losses, bank charges on overdraft, and other bank fees.

	2022	2021 restated
Interest on debt and borrowings	46,081	48,434
Finance charges under finance leases ^(*)	10,613	10,497
Total interest expense	56,694	58,931
Amortization of financing expenses	1,888	2,081
Negative fair value adjustments on derivatives	10,505	-
Bank charges	322	620
Other Financial Charges	1.434
Total finance expenses ^(*)	70,843	61,632

^(*) restated for 2021

30. INCOME TAX EXPENSES

The Group entities are taxable according to their applicable tax regulations.

Summary of taxation rates:

	2022	2021
Luxembourg (Luxembourg city)	24.94%	24.94%
Belgium	25.00%	25.00%
Germany	31.13%	31.13%
France	25.00%	26.50%
Austria	25.00%	25.00%
Italy	27.90%	27.90%
Switzerland + Zug Canton	20.41%	20.41%

Components of the Group income tax expense are:

	2022	2021
Current income tax expense
Current period tax expense	9,016	7,255
Witholding taxes	447
Recognition of a tax credit (-)	(149)	-
Adjustments to current tax of prior period	67	2,462
Other current tax expense ^(*)	240	208
Total current tax expense	9,622	9,926

	2022	2021
Deferred tax expense (note 22)
Related to property, plant & equipment	(354)	(318)
Related to revenue recognition	(141)	(197)
Related to provisions	324	(424)
Related to lease liabilities & right of use ^(*)	(466)	2,008
Related to employment benefits	(1,565)	(775)
Related to financial instruments	(1,301)	-
Related to tax losses carried forward	9,190	(3,337)
Related to intangible assets	(1,900)	(3,488)
Transfer DTA	330
Others	2,037	(184)
Total deferred tax (income)	6,154	(6,714)
Total income tax expense / (income) ^(*)	15,776	3,211
Income tax expense is attributable to:
Profit from continuing operations ^(*)	15,776	3,214
Profit from discontinued operation	-	(3)
Total income tax expense / (income) ^(*)	15,776	3,211

The tax reconciliation is based on the Group's profit /(loss) before income tax and the theoretical amount that would arise if the corporate tax rates of Luxembourg is applied, being 24.94% (2021: 24.94%) to the relevant entities.

The tax reconciliation is as follows:

	2022	2021
PROFIT (LOSS) BEFORE TAX ^(*)	(88,784)	(29,318)
Corporate tax rate %	24.94%	24.94%
Tax expense (income) using statutory rate	(22,143)	(7,312)
Tax effect of rates in other jurisdictions	1,389	40
Tax effect of non-taxable revenues	(10)	(938)
Tax effect of non-deductible expenses	21,956	3,762
Tax effect of tax losses (utilised) reversed	11,600	4,456
Tax effect of prior period adjustments	2,984	3,205
Effective tax detail	15,776	3,214
Income tax expense (income) (-) ^(*)	15,776	3,214
Effective tax rate %	18%	10%

^(*) restated

The Tax effect of non-deductible expenses is mainly explained by the tax effect of the impairment charge on the goodwill related to the Fish business amounting to KEUR 14 820.

31. OTHER NON-OPERATING EXPENSES

The other non-operating expenses KEUR 65,907 (2021: KEUR 7,709) are mainly composed impairment of goodwill KEUR 59,422 (2021: KEUR 0) for which details are included in note 7. Additionally, other non-operating expenses include realized and unrealized foreign exchange losses on the Swiss operations. KEUR 5,055 (2020 KEUR 3,172), loss on disposals of tangible fixed assets KEUR 219 (2021: KEUR 1,443) and investor management fee and extraordinary expenses for an amount of KEUR 861 (2021: KEUR 4,387).

32. OTHER OPERATING INCOME

The other operating income of KEUR 10 094 (2021 : 31 863 KEUR ) is mainly composed of government grants (Bridging aid 3 and Bridging aid 4) for fixed costs (rent & leases, depreciations, insurance, etc.) for Nordsee GmbH EUR 8 049 (2021: KEUR 29 545) and Nordsee GesmbH EUR 1 545 (2021: KEUR 2 093) to support these entities during the COVID-19 period. The remaining amount is related to own capitalised expenses of KEUR 500.

33. OTHER NON-OPERATING INCOME

The other non-operating income of KEUR 5,703 (2021: 19,012 KEUR ) is composed of KEUR 4,847 exchange gains from Swiss operations (2021: KEUR 2,744). Last year the amount was mainly composed of government grants for Nordsee GmbH (2021 : KEUR 16,000) to support local entities during the COVID-19 period.

34. DISCONTINUED OPERATIONS

In August 2022 the Group sold Burger King Poland and the master franchise agreement for the company owned restaurants in Poland with effect from August 31st. The financial information relating to discontinued operation for the period to the date of the disposal is set out below.

34.1. Financial performance and cash flow information

Financial performance for Burger King Poland for the 8 month period ended 31.08.2022 and 12 month period ended on 31.12.2021

	2022	2021
Revenue	8,118	10,100
Other non operating income	30	1,784
Expenses	9,640	12,877
(Loss) before taxes	(1,352)	(992)
Income tax expenses (income)	-	(3)
(Loss) after income tax of discontinued operations	(1,352)	(989)
Gain on sale of the subsidiary after income taxes (see below)	4,581	-
Income from discontinued operations	3,229	(989)
Exchange differences on translation of discontinued operations recognised in OCI	(1,772)	-
Other comprehensive income from discontinued operations	(1,772)	-

Statement of cash flows for Burger King Poland for the 8 month period ended 31.08.2022 and 12 month period ended 31.12.2021

	2022	2021
Net cash (outflow) from operating activities	(585)	1,045
Net cash (outflow) from investing activities	(28)	-
Cash flows from financing activities	29,782	(1,038)
Share issue and buy-back transaction costs	29.782	-
Repayment of borrowings	(27,900)	-
Principal elements of lease payments	(696)	(1,038)
Net cash (outflow) from financing activities	1,187	(1,038)
Net increase in cash and cash equivalents	574	7
Cash and cash equivalents at the beginning of the financial year	770	633
cash and cash equivalents at end of year	1,344	770

34.2. Details of the sale

	2022	2021
Considerations received:
Cash	6,257	-
Total disposal consideration	6,257	-
Impairment of goodwill related to the discontinued operations	1,861
Carrying amount of the net asset sold	1,586	-
Gain on sale before income tax and reclassification of foreign currency translation reserve	2,810	-
Reclassification of foreign currency translation reserve	1,772	-
Gain on sale after income taxes	4,581	-
The carrying amount of the assets and liabilities of the subsidiary as at date of the sale were:

	31/08/2022	31/12/2021
Intangible assets	-	-
Property, plant and equipment	3,103	4,105
Right of use assets	7,875	8,076
Other non current assets	361	334
Inventories	142	103
Trade and other receivables	886	1,147
Total assets	12,367	13,764
Lease liabilities	8,409	8,540
Employee benefit obligations	443	441
Trade and other payables	1,929	2,486
Total liabilities	10,781	11,467
Net assets	1,586	2,296

In accordance with IFRS 5, the balance sheet per 31 December 2021 has not been restated (due to discontinued activities).

35. RELATED PARTIES

The Group has no single ultimate controlling parent as its shareholders are made up of a wide range of investors.

During the year, the Group entered into transactions with related parties. Those transactions and related balances are presented below. Parties are considered to be a related party to an entity if, directly or indirectly through one or more intermediaries, the party controls, is controlled, or is under common control with the entity, has an interest in the entity that gives it significant influence over the entity, or has joint control over the entity, joint ventures in which the entity is a venturer, the party is a member of the key management personnel of the Group.

For the year ended 31 December 2022, the management fee of the General Partner amounts to EUR 4.2 million (2021: EUR 3.8 million).

In addition, key management participate in a Shadow Equity Plan for which the Group estimates the pay-out at the end of the vesting period (3,5 years) towards the participant of KEUR 20 677, at year-end. The exercise price of the Shadow Equity Plan depends on the start date of the relation between the Group and the participant of the plan, (majority being 90,22 EUR). At the end of 2022 159 476 phantom shares were issued with a weighted average share price of 92,96 EUR. The Plan is designed to provide long-term incentives for senior managers and above to deliver long-term shareholder returns. In 2022 EUR a compensation charge of KEUR 11 054 (2021: KEUR 4 780) was recognised in the income statement and KEUR 2 360 was considered as a contingent liability to be vested in the coming years. The increase of the period is partially due to the increase in volatility compared to prior year calculation. The plan out-out scheme replicates a pay-out scheme as if the members would have shares in QSRP Holding S.C.A. The contingent liability considerations has been valued using Black & Scholes with as main assumptions an equity volatility of 50% and an annual risk-free rate of (2.60%).

36. AUDIT FEES

The fee to the statutory auditor or its network is as follow:

	2022	2021
Audit fee
Of the group auditor and it's network	694	1,085
Of other auditors	-	-
Permitted non audit fees performed by the auditor and it's network:
Tax services	12	529
Others	11	119

37. EVENTS AFTER THE REPORTING PERIOD

As mentioned under disclosure 7 the Group needs to comply at each quarter end with a covenant in respect of senior adjusted leverage and minimum EBITDA cover. On March 31st, 2023 the Group has agreed with Ares for all quarter end periods in 2023, 2024 and thereafter a senior adjusted leverage covenant reset which reflects a less aggressive stepdown in covenant than agreed previously on November 17th, 2020. The Group has complied with all financial covenants in 2021, 2022 and 2023 so far.

38. CLIMATE CHANGE

The Group is currently assessing the impact that climate change could have on the financials statement of the Group. The expectations are however that climate change wouldn't have any significant impact in the near future for the Group.