Ten Brinke Group B.V.

Varsseveld

Konzernabschluss zum Geschäftsjahr vom 01.04.2023 bis zum 31.03.2024

Annual report 2023/2024

Ten Brinke Group B.V.

Varsseveld

Contents

Management report

Report of the Supervisory Board

Financial statements

Consolidated balance sheet as at March 31, 2024 (after profit appropriation)

Consolidated income statement for the year ended March 31, 2024

Consolidated cash flow statement for the year ended March 31, 2024

Notes to the consolidated financial statements

Notes to the consolidated balance sheet

Notes to the consolidated income statement

Company balance sheet as at March 31, 2024 (after profit appropriation)

Company income statement for the year ended March 31, 2024

Notes to the company financial statements

Other information

Articles of association governing profit appropriation

Independent auditor's report

Appendix

List of group companies

List of minority interests

Management report

Foreword

We are pleased to present the Ten Brinke Group B.V. annual report, including our financial statements for the financial year of 2023-2024. The financial statements have been audited by an external auditor, PricewaterhouseCoopers Accountants N.V., who has expressed an unqualified opinion.

The past financial year has once again been a turbulent time for our company and across the construction sector. Investors and consumers have been cautious with their spending, and the persistently high levels of inflation - along with rapidly rising interest rates, network congestion, regulatory changes, nitrogen rules and the ongoing after-effects of the war in Ukraine - have led to great uncertainty in the industry. This uncertainty has had a major impact on the feasibility of projects. The ever-increasing demand for residential space - and the increase in pressure on governments to deliver this much-needed resource - has helped move procedures along somewhat. There has been a significant increase in demand for logistics centres and Germany has recorded an upward trend in demand for large, new-build educational establishments.

In spite of the challenges of the past year and a lower turnover of €1,045 million, 2023-2024 was a satisfactory year for us given the market conditions. Our operating profit fell by €35 million to €141 million, and net profit fell by €27 million to €99 million. For the most part, these figures reflect the decline in sales prices that we have seen over the past two years, but the tail-end of the higher sales prices achieved prior to this point has still had some impact. Looking ahead, we will continue to focus on the opportunities available to us in the current market. We will sharpen our focus on the procurement of projects and land at lower prices. We will also increase supervision and senior management involvement when we outsource work to subcontractors and suppliers to reduce the impact of the declining sales factors mentioned above.

We expect the prevailing uncertainty in the market to endure for some time. We will need to remain in close contact with our clients and attract new investors, including new types of investors. There have been signs of recovery in the private residential market and we continue to fulfil our responsibilities in terms of the environment and sustainability. Our in-depth knowledge of this field means that we can work with investors to deliver innovative and sustainable projects.

Developments

The current economic situation requires us to be adaptable and creative. Our financial strength and clearly defined risk management strategy enables us to take advantage of opportunities and maintain our competitive edge. In day-to-day operations, it is essential that we think about our cashflow and minimise risks in our projects, and that we continue to focus on achieving the lowest possible cost price while maintaining a level of quality that does justice to the high standards we are expected to deliver.

Our project development teams and construction companies must work together closely, with the "object in the center" mindset central to everything we do; this is the key to optimising our processes. Our priorities are fulfilling our contracts, complying with regulations, and preventing disputes during projects and with clients and supervisory bodies.

Alongside the aforementioned close partnership between construction and development, collaboration between management and staff departments is also key to meeting the operational objectives set out in our various OGSM models and bringing these objectives into alignment with our strategy. Our directors are responsible for their branches and the associated entrepreneur/ownership and day-to-day management of all projects and the branche itself. Staff departments provide management with (strategic) support for HR, finances, IT and other areas of professional expertise. This structure enables the directors to focus on the branche employees and projects, while the staff departments take care of other essential functions.

For the financial year 2024-2025, we are expecting to see a total turnover of approximately €1,150 million, which is around €100 million higher than the previous financial year. We expect construction production to increase by around €120 million, and we plan to maintain a gross margin of approximately 25%. General costs will rise as a result of inflation and salary increases, so we are predicting a pre-tax profit of around €140 million.

Our order book for 2024-2026 is well filled because we were also able to win construction orders from the market, thanks to the outstanding efforts of our sales team. In spite of the challenging conditions, we have also been able to sell a decent number of existing projects, albeit at reduced development margins. Previously, we aimed for a production split of 75% for in-house development and 25% for third-party construction projects. With the current market conditions in mind, we have adjusted this split to 65% for in-house development and 35% for third-party construction projects. We will make further adjustments as required in either direction depending on how the market develops.

Ten Brinke and the organisation

Who is Ten Brinke?

Ten Brinke is a developing constructor and a constructing developer. We believe in challenging the market. By doing so, we aim to help improve living and working environments by making the most of opportunities and innovations in construction and project development, with a no-nonsense mentality at all times.

Our story

Our company has been active for more than 120 years, and we've experienced continuous growth and development throughout our journey - so we've learnt a lot along the way. We know how to learn from mistakes, to accelerate when things are going well and to see where the challenges lie. At Ten Brinke, we are open to new opportunities and we dare to dream - but we refrain from building castles in the air.

With a focus on the present and our ambitions for the future, we always follow our own path.

A path that leads to new points we can add to our growth, to the route through Europe, on the way to our horizon.

At Ten Brinke, entrepreneurship is deeply rooted in our culture. We work purposefully and we like to do things a bit differently, with courage and a down-to-earth attitude. The will to succeed outweighs the fear of failure. Our people are the driving force behind Ten Brinke. They make us who we are.

We don't like standing still. We strive for success at every link in the chain. We seek out and find opportunities, we are driven project developers, we build and we evolve. That is the foundation on which Ten Brinke builds: down-to-earth, but with our gaze constantly trained on that point on the horizon.

Ten Brinke. Punt.

Activities

Ten Brinke works on property projects for residential construction, retail (shopping centres, DIY stores and supermarkets, specialist retailers), industrial buildings, logistics, offices, hospitals, clinics, healthcare centres, retirement homes, fast-food restaurants and petrol stations in the Netherlands, Germany, Spain, Portugal and Greece. We're involved at every stage, from the initial land purchase and planning through to design, construction, financing, leasing, sale and the final handover. Our clients include housing associations, local authorities, investors, companies, private individuals, external project developers and joint venture partners.

Culture

It's important to us that we have and maintain close contact with our employees. We want to be open to their needs and career goals and we want to understand what trainees and young team members expect from their employer - while also standing by our core values and the Ten Brinke culture.

We want to protect our core values and culture. Our values and culture are an integral part of how we operate within our organisation. Embodying these values is a responsibility that we all share, and we expect our employees to uphold this responsibility too.

Organizational structure

Branches

Ten Brinke has created a network of branches across the countries and regions, enabling us to manage projects at a local level.

Governance structure

Our Board of Directors is responsible for managing our company. The Board of Directors is supervised by the Supervisory Board and works in accordance with the family statutes. The roles and responsibilities of the Board of Directors and the Supervisory Board are described in the company's articles of association.

The Ten Brinke internal management structure is comprised of the following groups:

•	Board of Directors (group)
•	Board of Directors (per country)
•	Branch management

The roles and responsibilities of each of these groups are described in the management regulations and the rules on signatory authority.

The management regulations explicitly define the responsibilities, activities, rights and authorities of the branch managers, as well as the scope of their role. Central to these regulations is the idea that the interests of the Group always take precedence over the interests of the branch, and that the branch director is responsible for implementing the Ten Brinke corporate culture at his or her branch.

The rules on signatory authority include an overview that lists the authorities assigned to property developers, project managers, branch managers and/or statutory managers for each contract type.

The Supervisory Board is responsible for monitoring management policy and for supervising operations within the organisation and its associated companies generally. It also bears responsibility for the activities assigned to it in the statutes or by law. The Supervisory Board advises management and the general meeting of shareholders as and when requested or deemed necessary. Ten Brinke also has its own Supervisory Board regulations, which include a description of the Board's purpose, composition, appointments, authorities and procedures.

Legal structure

Ten Brinke Group B.V. leads a network of multiple companies that trade under the name of Ten Brinke. The companies operate both independently and as partners in collaborative ventures. The shareholder is LOV Beheer B.V.. Ten Brinke Group B.V. is not listed as a "structuurvennootschap".

Research and development

Ten Brinke has an in-house academy that enables employees to further their professional development. We also work with our close-knit circle of suppliers and clients to continuously improve sustainability in our buildings.

Preventing fraud & corruption

In recent years, we have bolstered the analysis of fraud risks within our organisation by conducting an in-depth fraud risk analysis. Our board of directors have discussed the results of this analysis with the Supervisory Board, our board directors (per country) and our auditor. To ensure that we remain alert to potential risks, the topic has been formally incorporated into our meeting structure.

Gender representation on Board of Directors and Supervisory Board

We do not currently have equal gender representation on our Board of Directors and Supervisory Board due to low turnover and the predominantly male culture across the construction sector. All four positions on the board (group) and all three commissioner positions are filled by men. When assessing new candidates, we will continue to seek the best person for the job and remain open to new female members who can make a valuable contribution to our boards.

Objectives: We will remain the best-performing developing builder and put the object at the centre of everything we do. We work together to achieve success, based on the "Ten Brinkioni mindset".

OBJECTIVES	STRATEGIES	MEASURES
		MEASUREMENT	ACTIONS
Returns: • 25% gross margin for construction companies • 10% gross margin for development companies • Operating profit >15% of production value	• Prioritizing development of own land already acquired • Focusing on the quality of employees and balance in turnover and capacity • Targeting new markets and other types of investors based on our knowledge • Keep general costs transparent • Encouraging collaborations with sister companies • Collaborations in terms of knowledge instead of "manpower."	• Regular project monitoring • Winstprognose (profit forecasts) • Management dashboard • Planon • Competence development Workday	•Improve by managing projects more closely. Project controller supports management and project manager on a monthly basis • Monitor preparation plan to obtain planning permission (objective and schedule planning) • Discuss general costs regularly (local controller & branch management) • Improve coordination of "suitable" production projects for construction companies in project development and acquisition • Kick-off meeting for significant projects • Project evaluation on all projects, which can be used for new projects • Further optimisation of core teams to share knowledge between branches • Set up additional company offices to improve coordination and communication between project development/acquisition and construction companies • Improve collaboration with a fixed group of core partners/subcontractors • All new projects/acquisitions must be put to the Board of Directors first • Improve connection between production and capacity of construction companies • Focus on quality requirements when executing projects ("cutting costs can get expensive") • Focus on procurement and work preparation
Liquidity • Improve liquidity/reduce invested capital	• Maximum invested capital per country DE: 450 million NL: 150 million SP: 50 million GR: 70 million • Priority for the development of owned land	• Management dashboard • Monthly total overview for each country • Liquidity forecasts	• Deviations must be agreed with Board of Directors • Project finance agreed on a country-specific basis (central support from Varsseveld) • Limit new investments: only if buyer/lessee is known to company and payments are made according to construction progress. • Sale of projects/land • Transparent liquidity planning, responsibility assigned to branch management
Organisation • Ongoing professionalisation. "A company that fails to invest in its own development will slowly but surely fade away" • Ongoing continuity of the organisation • Be and remain an attractive employer	• implement ESG policy • Get Ten Brinke "ready for the next generation" • Quality above quantity: best employees • Professionalisation of construction, development and staff: processes, personnel, digitalisation • Continue to increase brand recognition • Continue to promote our core values of "committed, aware and competent" and the "Ten Brinkioni mindset" in our branches • Improve collaboration • increase employees' expertise level	• Periodic reports from ESG core team • Regular evaluation of directors and organisations • "Workday" output • Results of employee survey • Strategic personnel planning	• Implement ESG policy • Training programme for all employees • Leadership programme for management • Ongoing digitalisation by the ICT advice group, supported by ICT core teams • Optimise Management dashboard for enhanced management and control options • Draw up and update role profiles (HR core team (staff and line)) • Draw up strategic personnel plans for each branch and monitor: follow-up arrangements, high potentials, limit turnover of highly qualified staff, quality above quantity (assessments) • Develop job and salary structure
Risk: • Reduce sale risk • Invested capital • Business interruption due to cybercrime	• Reduce sale risk • Collaborating with cybers specialists	• Planon • Management Dashboard • Regular meetings to discuss status of development projects and sales • Regular stress tests	• Sales/acquisition team to focus more heavily on sales • Project development to focus more heavily on permit process than on new project acquisition • Focus on completion of projects/land owned by investors • Implement cybersecurity advisor recommendations

ESG (Environment - Social - Governance)

ESG has now been firmly on the agenda at Ten Brinke for a number of years. As the years go by, we are gaining an everdeeper insight into the structural impact of sustainability on our organisation, our projects and the expectations of our clients and employees. ESG, also known as CSR (Corporate Social Responsibility), is an integral, shared responsibility within our organisation, and each individual employee is required to play their part. Our Board of Directors (per country) have an important role to play, too: They are responsible for the implementation of ESG in the organisations that they manage. They are supported in this task by our Sustainable Business Development Director.

Over the past year, we have expanded our ESG team with new representation from the Board of Directors NL and DE, which enables us to adopt a broader, more coordinated approach. The team is currently focusing on identifying key sustainability issues (as part of the double materiality assessment), which is a crucial step towards compliance with the regulations that we will need to comply from financial year 2025-2026 onwards. Once this identification stage is complete, the ESG team will begin to formulate the frameworks that will serve as the basis for developing policies and objectives for each of the key sustainability issues. These policies and objectives will be tailored and specific to Ten Brinke.

We have also initiated five pilot projects to gain further experience with a number of sustainable construction methods. Ultimately, we are striving for an approach that enables us to discover, through targeted projects, where and how we can add sustainable value for our clients while maintaining margins.

Corporate Sustainability Reporting Directive (CSRD)

From 2025-2026 onwards, we will be required to publish a report on our social and environmental sustainability performance in accordance with the Corporate Sustainability Reporting Directive (CSRD) and EU taxonomy. This regulation requires companies to evaluate various areas of sustainability in a structured format that opens the topic up for discussion with internal and external stakeholders. The ESG team is currently in talks with various stakeholders to determine which areas of sustainability are most important for Ten Brinke. We are aiming to be ready to report by 31 March 2025, and we are on track to achieve this target.

Company Carbon Footprint

Benchmarking exercises have shown that there are a number of topics that absolutely must be on our agenda. One of these topics is our Company Carbon Footprint (CCF). The CCF is a reflection of how much CO ₂ is emitted as a result of all of Ten Brinke's activities, and encompasses everything from the CO ₂ released by our cars to the CO ₂ generated by materials and services we purchase. We have appointed a well-known provider to support us through this process. As there are significant differences in the way data is recorded for certifications, permits and regulations across different countries, we have decided to start in the Netherlands and Germany. A multidisciplinary team was formed for each country and include representatives from procurement, planning, F&C and the Board of Directors. This approach enables us to direct our knowledge and expertise to the right places in the organisation and creates an interface between each of our departments so that we can access and provide all of the required information at any point in the future.

ESG vision

We have formulated our ESG vision to set a shared course for ESG within Ten Brinke. This vision is the starting point for our company strategy and helps us to focus our efforts for the environment, social responsibility and good governance.

Environment

At Ten Brinke, we embrace sustainability as the new standard. We believe that sustainability is part of our responsibility to society, but we also see it as an opportunity for our company, and we are always open to new options and alternatives. As a company, we are playing our part in shaping a sustainable future alongside our clients.

Our client-centred approach, our knowledge of (sustainable) options, and our understanding of wider society enable us to advise investors and clients and convince them to invest in sustainable alternatives. Our ESG team shares this knowledge with the sales team and the rest of the organisation to inform and involve investors and clients. This expertise gives us the edge over our competitors and is key to the ongoing success and continuity of our company.

Social responsibility

Social responsibility is central to everything we do at Ten Brinke. We strive to provide a safe working environment, offer equal pay, respect human rights, and promote employee well-being and involvement. We invest in training and development, take responsibility for our suppliers and partners, and get involved in our local community.

These aspects are at the heart of our strategy for being a good and attractive employer. We integrate these values into our company culture and strategy based on our core values: committed, aware and competent.

Governance

At Ten Brinke, integrity is one of our top priorities. Our code of conduct and -integrity, which includes a whistleblowing policy, applies to all employees. This code is an integral part of all employment contracts and is available to employees on TB Connect. Our Board of Directors and branche directors have all signed our management regulations, which emphasise compliance with the code of conduct.

We maintain good working relationships with tax authorities and have clear arrangements in place for profit distribution in all of the countries in which we operate. Regular audits are conducted to ensure compliance.

Digital environment

In a world of ever-changing market conditions, a never-ending stream of new regulations, and constantly evolving technology, it is essential to maintain control of your business processes, IT environment and information provision. Our IT strategy focuses on:

•	Information management: Centralisation of information sources as the basis for our Management Dashboard, which predicts performance and risks. We plan to add further information sources to monitor KPIs.
•	Digitalisation and professionalisation: Ongoing collaboration with core users to develop and roll out systems that support business processes, with a focus on BIM and office automation. Striving to use available centralised data as effectively as possible so that we can deploy Al now and in the future, to save time and generate profit.
•	Information security and cybercrime prevention: Development and implementation of an information security policy to minimise business risks and safeguard availability, integrity and confidentiality. Annual pen tests conducted by a security partner.
•	Compliance: Integrate regulatory compliance (in areas such as privacy and sustainability) into business processes, to reduce administrative burden and build widespread support.

The IT advice group compiles our IT policy and manages the digitalisation of business processes by:

•	Making clear and transparent decisions based on knowledge of core users/process owners
•	Maintaining a central information system for primary processes
•	Allowing space for decentralised information systems for secondary processes
•	Issuing clear communications on our IT vision and projects
•	Involving site managers and core users
•	Providing leadership and support on the ground during the implementation of new systems/procedures

HR strategy

At Ten Brinke, our projects, people and organisation are central to everything we do; we firmly believe that people are our most important resource. Our strategy of constantly improving the quality of our workforce contributes to the success and continuity of our business. We have set ourselves the following objectives:

•	Recruit and retain talent by making Ten Brinke a more attractive employer and position Ten Brinke as an attractive employer both internally and externally.
•	Build a high-quality workforce that is fit for the future by using strategic personnel planning methods and basing decisions on HR data.
•	Optimise employee deployability through training and development (Academy), performance management (annual reviews that incorporate development objectives), culture (core values and Ten Brinkioni) and leadership development, recognition and rewards.

Ten Brinke Foundation

Some years ago, Ten Brinke established the Ten Brinke Foundation. The aim of the Foundation is to deliver long-term improvements in the living conditions of people in the poorest countries of the world, by providing active support delivered via a targeted approach.

Ten Brinke believes that social efforts are most effective when we help people help themselves - by providing financial support for the construction of educational facilities, setting up and developing farming projects and providing microloans to enable people to make a living so that they can ultimately become self-sufficient.

From 2020, we plan to focus more heavily on the "priority countries" to benefit from synergy effects between our projects. These priority countries are located in Southern Africa, and are currently Malawi and Namibia.

We are working closely with our partner organisations, the Verburg Charity Foundation and the Naankuse Foundation, who monitor our projects in these countries and regularly visit the sites.

Financial position

2023-2024 in review

Our achieved turnover came in at 5% below expectations. Our coverage on projects was higher than originally budgeted, which put our gross margin 1.1% higher than the forecast figure. General costs were close to the budgeted level. Our operating profit was 2.3% above forecast.

Ten Brinke's financial position remains strong, with a pre-tax profit of just over €141 million. Our liquidity reserves have been boosted further, and our solvency is still high, which enables us to remain agile even in an uncertain economy. Our focus is not on growing our turnover, but on acquiring projects with healthy margins and completing these projects in a controlled way with limited risk.

Liquidity

Monitoring cashflow is crucial and remains a top priority in our day-to-day operations. A healthy cashflow enables us to obtain payment discounts and take advantages of the opportunities that the market presents. For the time being, we expect the prices of raw materials, deliveries, subcontractors, land and developed projects to decline. Patience and remaining connected with the market will be essential. We will only purchase "cheap" land if release clauses are in place in relation to minimum turnover, required permits and sale.

We did not fully meet our objective of reducing our invested capital, but we are still satisfied with the results we achieved, primarily because we attracted new investors and projects that we were able to sell. In 2024-2025, our priority will continue to be reducing our capital and only investing in land with a turnover that is guaranteed in advance.

We were able to achieve some of the planned reduction in our invested capital by reducing our investment in land. We restored our temporary credit facility with ING to its original level of 50 million euros, having increased it from 50 million to 100 million in 2022, as our liquidity reserves provide a sufficient buffer.

Outstanding bank guarantees are at around €230 million.

On the balance sheet date, our solvency was over 58% (calculated based on financial covenant criteria; minimum bank requirement of 35%). This is well above the average for the market and is certainly adequate to provide the assurances our stakeholders require. Our goal is not to allow this figure to increase any further.

Margins

High margins on sales are no longer achievable on projects that are subject to the old conditions; for the time being, we must achieve our margins on procurement instead. We will apply further price pressure to subcontractors and suppliers; collaboration between the companies and respect for one another's expertise will be essential to improving our margins.

Results

Summary of the consolidated income statement:

	2023/2024		2022/2023
(*1.000)	€	%	€	%
Total operating revenue	1,044,537	100.0	1,151,553	100.0
Added value	290,878	27.8	323,475	28.1
Direct personnel costs	-21,667	-2.1	-23,695	-2.1
Gross margin	269,211	25.7	299,780	26.0
Indirect personnel costs	77,168	7.4	75,037	6.5
Depreciation	7,034	0.7	6,826	0.6
Other operating expenses	44,142	4.2	41,852	3.6
Total general costs	128,344	12.3	123,715	10.7
Operating result	140,867	13.4	176,065	15.3
Financial income and expenses	-10,974	-1.1	-7,384	-0.6
Participations	6,373	0.6	2,536	0.2
Group profit (before tax)	136,266	12.9	171,217	14.9

Multiyear overview

	2023/2024	2022/2023	2021/2022	2020/2021
Solvency
Solvency ratio ^*	58.14%	58.95%	56.25%	52.00%
Liquidity
Current ratio	2.55	2.65	3.29	3.43
Profitability ( ^* € 1.000)
Operating result	140,867	176,065	216,693	168,181
Net result	99,417	125,575	161,226	115,940
EBITDA ^**	163,386	192,697	242,517	184,957
Activities ( ^* € 1.000)
Operating revenue	1,044,537	1,151,553	1,246,902	1,089,446
Gross margin	269,211	299,780	332,974	276,382
Gross margin / operating revenue	25.8%	26.0%	26.7%	25.4%
Operating result / operating revenue	13.5%	15.3%	17.4%	15.4%
EBITDA / operating revenue	15.6%	16.7%	19.4%	17.0%

^* The consolidated capital base in proportion to the consolidated total assets minus the intangible assets and receivables from shareholders and third parties (excluding minority interests). Capital base: the consolidated equity, by which is meant: paid-up and called-up share capital minus the purchased shares, share premium reserve, revaluation reserve, statutory reserves, other reserves (including undistributed profits), to the satisfaction of the bank subordinated claims from third parties and minus capitalized intangible assets, and receivables from shareholders and third parties (excluding minority interests).
^** EBITDA includes the operating result before interest costs, taxes, depreciation, amortization of goodwill and other income and expenses plus dividends received from non-consolidated minority interests and capital gains on shares of non-consolidated minority interests.

Risk management

As a risk-averse company, we will continue to invest in new land and projects only where a significant portion of the property has already been sold, or where the property is already fully leased or sold. Although we have occasionally deviated from this policy in recent years, partly as a result of high demand, we made a return to our core strategy in February 2022. This means that we will only invest in projects where sales are guaranteed; when we have agreed sales for as many as possible of the projects we still have under development or construction; and when the remainder of our portfolio of land/projects has been granted planning permission or an application has been submitted, which will also put these projects in a good position for sale. This approach requires close coordination between project development, our sales teams and our construction managers, to ensure that our portfolio remains healthy and our margins our retained.

Approach to risk management

At Ten Brinke, project management plays a key role in all phases of a project, from acquisition, purchase and execution right through to final handover and the guarantee period. Ten Brinke uses the following management tools in the planning, execution and management of its operations: OGSM model | Management regulations | Regular project meetings | Invested capital | Liquidity monitoring | Project Cost Control | Winstprognose | Strategic personnel planning | Contract management | Management dashboard.

Risk appetite

Our management and control systems help to strike the right balance between entrepreneurship and risk. Our risk management strategy is designed to minimise any negative financial impact. Our willingness to take risks and the way we weigh up opportunities varies depending on the project and type of risk. We want to remain in control without having to control every factor.

Risk category	Strategic pillar	Willingness to take risks
Strategy/market	Approaching new markets and investors	Low: invest in high-quality employees: no compromising on project quality. Low: given lack of familiarity with projects and markets.
Operational	- Sharing knowledge - Investing in talent / responsibilities at a low level in the organisation	Limited: good balance between investment and effectiveness. Zero: for health, safety and environment. High: given excess in construction/liability/design (CAR/AVB/BOV) insurance.
Financial	- Turnover only increased if margin retained -Financial independence	Low: in relation to liquidity risks.
Legislation and regulations	Integrity	Zero: in relation to compliance.

Strategy / market

Risk	Impact on result	Management measures
Changes in market conditions	High	- Innovate and anticipate market developments through partnerships and by sharing knowledge - Spread projects of varying scopes across different market sectors and countries - Limit investment in land
Shortage of construction specialists in the employment market	Medium	- Maintain a moderate approach to outsourcing and anticipate market developments - Fixed group of subcontractors
Price pressure	Medium	- Remain alert to price developments, indexing and lead times - Maintain a moderate approach to outsourcing and aim to establish long-term relationships with partners in the construction process

Operational

Risk	Impact on result	Management measures
Employee and contractor safety	Medium	- Prepare all work carefully - Monitoring compliance with instructions/guidelines via VCA and use of Sigi-co - TB Academy, e-learning
Project management and execution	High	- Constant focus on operational and financial project monitoring - Obtain advance approval for purchase and/or order acceptance from Board of Directors for all projects - TB Academy, in-house education and training programmes - Constant supervision and support from local management - Monthly meetings between local management and MG - Subcontract advisors/engineers
Liability and insurable risks	High	- Use a globally recognised broker and insurance companies that are active around the world - Construction/liability/design (CAR/AVB/BOV) insurance - Monitor insurance conditions
Business interruption and cybercrime	High	- Disaster recovery plan - Information security policy - Collaboration on additional security measures with a reputable advisor

Financial

Risk	Impact on result	Management measures
Liquidity	Medium	- Daily monitoring of liquidity (short term and long term) - Facilities with multiple banks - Project financing in the individual countries - Minimum available funds of 70 million
Credit	Limited	- Make use of Group/bank guarantees, pre-financing and long -term agreements and credit checks
Invested capital	High	- Purchase land only with no-risk clauses, preferably an exit clause - No speculative land purchases - Sell development projects at an early stage - Start construction only when at least 30% has been sold/leased, build in phases if necessary - Ceiling for maximum investment risk

Legislation and regulations

Risk	Impact on result	Management measures
Tax	Low	- Ten Brinke and the Dutch and German tax authorities have recorded their shared viewpoints in an agreement spanning several years. Updates are made on a regular basis - Monitoring of follow-up and implementation of tax regulations, amendments and agreements - Organisation and (internal) tax specialists discuss chosen financial structure prior to implementation
Legislation and regulations	Low	- Ten Brinke has a code of conduct/integrity code that applies to all employees - Management regulations - ESG team

Financial instrument risk management

Ten Brinke is exposed to interest risk on interest-bearing receivables (including those deemed financial fixed assets, stocks and shares and liquid assets) and interest-bearing short and long-term debts (including debts to credit institutions).

Where claims and debts have variable interest arrangements, Ten Brinke is exposed to risk in connection with future cashflows; where claims and debts have a fixed rate of interest, Ten Brinke is exposed to risks in connection with the real value as a result of fluctuations in the market interest rate.

The company has not contracted any financial derivatives to limit interest risk in relation to its claims and debts.

Outlook

Our existing objectives will continue to apply. If we can achieve these goals in our organisation, then there is nothing stopping us from retaining the healthy and solid foundations that Ten Brinke has already built and getting our great company ready for a gradual handover to the next generation.

"Ten Brinke: Building a solid future together."

Varsseveld, December 3, 2024

On behalf of the board of directors,

A. Ten Brinke

W. Ten Brinke

P.J.A. Zents

A.J. Ten Brinke

Report of the Supervisory Board

Activities

The Supervisory Board met five times during the year and, in addition to the periodic discussion of the results and other developments, considered the long-term vision. In its supervisory role, the Supervisory Board pays besides its statutory duties in particular attention to risk management, the financial result and the quality and continuity of the Board of Directors.

Annual report and proposed appropriation of the result

The annual report, which includes the report of the Board of Directors and the financial statements for 2023/2024, was prepared by the Board of Directors. The financial statements are accompanied by an unqualified auditor's report from PricewaterhouseCoopers Accountants N.V.

The Board advises the General Meeting to:

•	Adopt the 2023/2024 financial statements, including the proposed appropriation of profit;
•	Discharge the members of the Board of Directors for their management during the financial year 2023/2024;

In conclusion

The Supervisory Board expresses its appreciation to the Board of Directors and employees for the achieved result and would like to thank them for their contribution.

Varsseveld, December 3, 2024

Supervisory Board

F.F.M. Hagemann

A.E.F. de Kock

W.J. Fuhrmann

Financial statements

Consolidated balance sheet as at March 31, 2024 (after profit appropriation)

	March 31, 2024		March 31, 2023
(x 1,000)	€	€	€	€
Fixed assets
1. Tangible fixed assets	31,637		31,201
2. Financial fixed assets	14,327		17,613
		45,964		48,814
Current assets
3. Inventories	572,329		532,024
4. Work in progress for third parties	148,769		203,075
5. Receivables	153,158		117,574
6. Cash and cash equivalents	62,613		64,374
		936,869		917,047
Total assets		982,833		965,861
Group equity
7. Shareholder's equity	570,542		569,125
8. Minority interests	9,540		6,765
		580,082		575,890
9. Provisions		28,506		36,302
10. Non-current liabilities		7,260		7,260
11. Current liabilities
Work in progress for third parties	61,230		63,692
Trade creditors	67,764		64,571
Taxation	40,836		42,114
Taxes and social insurance contributions	13,912		4,691
Borrowings	129,849		102,295
Liabilities to shareholder	-		8,741
Payable on completed projects	33,051		35,057
Accruals and deferred liabilities	20,343		25,248
		366,985		346,409
Total liabilities		982,833		965,861

Consolidated income statement for the year ended March 31, 2024

	2023/2024		2022/2023
(x 1,000)	€	€	€	€
12. Net revenue	1,017,703		1,087,963
Rental income	3,548		6,044
Change in balance sheet value work in progress	23,286		57,546
Operating revenue		1,044,537		1,151,553
Expenses
13. Cost of raw materials and consumables	(179,557)		(228,195)
Cost of contracted-out work and other external costs	(574,102)		(599,883)
14. Wages and salaries	(80,244)		(80,726)
15. Social security charges	(18,592)		(18,007)
16. Depreciation on tangible fixed assets	(7,034)		(6,826)
17. Other operating expenses	(44,141)		(41,851)
		(903,670)		(975,488)
Operating result		140,867		176,065
Financial income	1,030		132
Financial expense	(12,004)		(7,516)
18. Result from participations	6,151		2,364
Other financial assets	222		172
		(4,601)		(4,848)
Result before tax		136,266		171,217
19. Tax on result		(28,605)		(36,807)
Result after tax		107,661		134,410
8. Minority interest in result of group companies		(8,244)		(8,835)
Net result		99,417		125,575

Consolidated cash flow statement for the year ended March 31, 2024

		2023/2024		2022/2023
(x 1,000)		€	€	€	€
Operating result			140,867		176,065
Adjustments for:
Depreciation on tangible fixed assets	(16)	7,034		6,826
Change in provisions	(9)	(1,087)		(2,190)
			5,947		4,636
			146,814		180,701
Movements in working capital
Work in progress third parties	(4)	51,844		107,278
Work in progress	(3)	42,547		(115,019)
Land	(3)	(1,507)		419
Finished products (completed projects)	(3)	(81,353)		46,364
Materials	(3)	8		88
Receivables	(5)	(35,584)		(6,233)
Current liabilities	(11)	3,495		6,032
			(20,550)		38,929
Cash flow from ordinary activities			126,264		219,630
Interest received and paid		(10,974)		(7,384)
Corporate income tax paid	(19)	(43,326)		(41,086)
			(54,300)		(48,470)
Cash flow from ordinary activities			71,964		171,160
Investments in financial fixed assets	(2)	(2,387)		(4,779)
Disposals of financial fixed assets	(2)	11,423		3,797
Investments in tangible fixed assets	(1)	(8,066)		(4,979)
Disposals of tangible fixed assets	(1)	596		739
Cash flow from investing activities			1,566		(5,222)
Dividends paid	(22)	(102,845)		(110,215)
Repayments of long-term loans	(10)	-		(25,000)
Proceeds from borrowings	(11)	98,497		80,755
Movement in debts to lending institutions	(11)	(70,943)		(78,615)
Cash flow from financing activities			(75,291)		(133,075)
Movements during the financial year			(1,761)		32,863
Balance as at April 1	(6)		64,374		31,511
Balance as at March 31	(6)		62,613		64,374

Notes to the consolidated financial statements

General

Ten Brinke Group B.V. consists of a group of companies that contract and develop construction projects and acquire and manage real estate. Albert ten Brinke Beheer B.V. is the director and head of this group. The activities mainly take place in the Netherlands, Germany, Greece, Spain and Portugal. The registered address is Burgemeester van der Zandestraat 21, Varsseveld. Ten Brinke Group B.V. is registered at the chamber of commerce under number 20080884.

General policies

General

The financial statements are prepared in accordance with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code and the firm pronouncements in the Dutch Accounting Standards, as published by the Dutch Accounting Standards Board ('Raad voor de Jaarverslaggeving'). Assets and liabilities are generally valued at historical cost. If no specific valuation principle has been stated, valuation is at historical cost. In the balance sheet, income statement and the cash flow statement, references are made to the notes.

Functional currency

Items included in the financial statements of group companies are measured using the currency of the primary economic environment in which the respective group company operates (the functional currency). The consolidated financial statements are presented in euros, which is the functional and presentation currency of Ten Brinke Group B.V.

Estimates

The preparation of the financial statements requires management to make estimates and assumptions that affect the application of the accounting policies and the reported amounts of assets and liabilities, income and expenses. The actual amounts may differ from these estimates. The estimates underlying the assumptions are reviewed constantly. Revisions of estimates are recognized in the period in which the estimate is revised and in future periods in which the revision has consequences. If it is necessary in order to provide the true and fair view required under Book 2, article 362, paragraph 1, the nature of these estimates and judgements, including related assumptions, is disclosed in the notes to the relevant financial statement item.

Consolidation

Group companies and other entities over which Ten Brinke Group B.V. exercises control are consolidated in full. Participating interests in group equity and group result are disclosed separately.

The list of companies that, besides Ten Brinke Group B.V., are consolidated and the list of companies that have been incorporated as participating interests, are included in the appendix.

The participations in Ten Brinke Hamburg Projektentwicklung GmbH & Co. KG (54%) and Pier GmbH (51%) are not included in the consolidation as, based on economic reality, there is no predominant control by Ten Brinke Group B.V.

The participation in TEAMBAU planen und bauen GmbH (50.4%), established in Ahaus, is not included in the consolidation in accordance with section 407. 1a, Part 9, Book 2 of the Dutch Civil Code.

Intercompany transactions, profits and balances among group companies and other consolidated entities are eliminated, unless these results are realized through transactions with third parties. Unrealized losses on intercompany transactions are also eliminated, unless such losses qualify as impairments. The accounting policies of group companies and other consolidated entities have been changed where necessary, in order to align them to the prevailing group accounting policies.

An abridged income statement has been disclosed (in the company financial statements) in accordance with section 402, Book 2 of the Dutch Civil Code.

With due regard for the provisions of sections 379 and 414 of Part 9, Book 2 of the Dutch Civil Code, a list of minority interests has been filed for inspection with the Commercial Register.

Related parties

All legal entities that can be controlled, jointly controlled or significantly influenced are considered to be related parties. Also, any entity that can control the company is considered to be a related party. In addition, statutory directors, other key management and close relatives are regarded as related parties.

Transactions with related parties are disclosed in the notes insofar as they are not transacted under normal market conditions. The nature, extent and other information are disclosed if deemed necessary in order to provide the required insight.

Disposal of group companies

Entities continue to be consolidated until they are sold; they are deconsolidated from the date that control ceases.

Accounting policies for the cash flow statement The cash flow statement has been prepared using the indirect method. The cash items disclosed on the cash flow statement comprise cash at banks and in hand, and the bank credit included in the current liabilities. Cash flows denominated in foreign currencies have been translated at average estimated exchange rates. Exchange differences affecting cash items are shown separately in the cash flow statement. Interest paid and received, dividends received and income taxes are included in cash from operating activities. Dividends paid are recognized as cash used in financing activities. The purchase consideration paid for the acquired group company has been recognized as cash used in investing activities where it was settled in cash. Any cash at banks and in hand in the acquired group company has been deducted from the purchase consideration. Transactions not resulting in an inflow or outflow of cash, including finance leases, are not recognized in the cash flow statement.

Tangible fixed assets

Land and buildings are valued at historical cost plus additional costs or production cost minus straight-line depreciation based on the expected useful life. Land is not depreciated.

No provision has been created for future costs of major maintenance of buildings. The costs of major maintenance are capitalized in the year in which the major maintenance takes place and are depreciated in proportion to the remaining lifespan.

Other tangible fixed assets are valued at the purchase price minus straight-line depreciation.

Financial fixed assets

Participations (associates), over which significant influence can be exercised, are valued according to the net asset value method. In the event that 20% or more of the voting rights can be exercised, it may be assumed that there is significant influence.

The net asset value is calculated in accordance with the accounting principles that apply for Ten Brinke Group B.V.; with regard to participations in which insufficient data is available for adopting these principles, the valuation principles of the respective participation are applied.

If the valuation of an associate based on the net asset value is negative, it will be stated at nil. If and insofar as Ten Brinke Group B.V. can be held fully or partially liable for the debts of the associate, or has the firm intention of enabling the participation to settle its debts, a provision is recognized.

Newly acquired associates are initially recognized based on the fair value of their identifiable assets and liabilities at acquisition date. For subsequent valuations, the principles that apply for these financial statements are used, with the values upon their initial recognition as the basis.

Participations over which no significant influence can be exercised are valued at historical cost. The result represents the dividend declared in the reporting year, whereby dividend not distributed in cash is valued at fair value.

Impairment of fixed assets

On each balance sheet date, the company assesses whether there are any indications that a fixed asset may be subject to impairment. If there are such indications, the realizable value of the asset is determined. If it is not possible to determine the realizable value of the individual asset, the realizable value of the cash-generating unit to which the asset belongs is determined.

An impairment occurs when the carrying amount of an asset is higher than the realizable value; the realizable value is the higher of the fair value less cost to sell and the value in use. An impairment loss is directly recognized in the income statement.

If it is established that an impairment that was recognized in the past no longer exists or has reduced, the increased carrying amount of the asset concerned is set no higher than the carrying amount that would have been determined if no impairment value adjustment for the asset concerned had been reported.

The amount of an impairment loss incurred on financial assets stated at amortized cost is measured as the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate (i.e. the effective interest rate computed at initial recognition). If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss shall be reversed. The reversal shall not result in a carrying amount of the financial asset that exceeds what the amortised cost would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal shall be recognised through profit or loss.

Inventories

Inventories are valued at historical price or production cost based on the FIFO method (first in, first out) or lower realizable value.

Work in progress and finished goods are carried at the lower of cost of production and realizable value. Cost of production includes all costs relating to acquisition or production. Cost of production includes direct wages and salaries and mark-ups for productionrelated indirect fixed and variable costs and received subsidies.

Land owned by the group is carried at cost, minus provisions necessary for development risks as soon as they are foreseeable.

Finished products and goods for resale includes real estate that has been delivered architecturally and has not been sold yet to third parties.

The realizable value is the estimated sales price minus directly attributable sales costs. In determining the realizable value, the obsolescence of the inventories is taken into account.

Expenditure relating to project costs for work not yet performed is recognised under inventories.

Work in progress for third parties

Construction contracts commissioned by third parties comprise the balance of project costs realized, profit attributed, and if applicable, recognized losses and installments already invoiced.

The profit is calculated at the end of the year in proportion to the progress of the project costs as soon as they can be estimated with reasonable certainty. In case losses on projects are expected, the total expected loss on the project is deducted directly from the valuation.

The value of work in progress is assessed regularly on a per project basis by the responsible project manager and the company management. This assessment is based primarily on the information in the project files, the project accounts and the knowledge and experience of those involved. An inherent feature of this process and the project-based activities is that estimates are made 'up front' and then throughout the project the company is involved in negotiations and discussions regarding the financial aspects, such as less/more work, claims, arbitration and penalties, the timing of the delivery and the quality of the work. As the project progresses it can happen that the reality differs from the estimates.

Work in progress for third parties is separately presented in the balance sheet under current assets. If it shows a credit balance, this will be presented under current liabilities.

Receivables

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost. The fair value and amortized cost are equal to the nominal value. Provisions deemed necessary for the risk of doubtful debts are deducted. These provisions are determined based on individual assessment of the receivables.

Cash and cash equivalents

Cash and cash equivalents is carried at nominal value.

Minority interests

Non-controlling interests in group equity concerns the minority interests of third parties in the equity of consolidated group companies, stated at the net asset value of group companies. The minority interest in the result of group companies is deducted from the group result in the income statement.

Where the group company in question has an equity deficit, the negative value and any other losses are not allocated to the non-controlling interest, unless the non-controlling interest holders have a constructive obligation and are able to clear the losses. As soon as the group company manages to post an equity surplus, profits are allocated to the participating interest.

Provisions

Provisions are recognized for legally enforceable or constructive obligations that exist at the balance sheet date, and for which it is probable that an outflow of resources will be required and a reliable estimate can be made.

Provisions are carried at the nominal value of the expenditures.

The provision for guarantee obligations covers the cost of guaranteeing completed projects.

The provision is charged for the costs that arise from honoring warranty claims.

A provision is formed for expected future payments with regard to rental guarantees issued. The obligation presented on the balance sheet is taken as the basis for future payments. The provision is calculated in proportion to the duration of this obligation.

Deferred tax liabilities are recognized for temporary differences between the value of the assets and liabilities under tax regulations on the one hand and the book values applied in these financial statements on the other. The computation of the deferred tax liabilities is based on the tax rates prevailing at the end of the reporting year or the rates applicable in future years, to the extent that they have already been enacted by law. Deferred tax assets are deducted from the provision and valued if it can be reasonably assumed that realization will be possible within the tax terms. Deferred tax balances are valued at nominal value.

The group is subject to the scope of the Minimum Tax Act (Pillar 2) which came into force in the Netherlands, Germany and Greece on December 31, 2023. When determining the deferred tax assets and liabilities, the legislation regarding Pillar 2 is not taken into account in accordance with RJ 272.1.

Liabilities

On initial recognition, debts are recognized at fair value. Transaction costs, which can be directly attributed to the acquisition of the debts, are included in the initial recognition. After initial recognition, debts are recognized at the amortized cost price.

Determination of the result

The result is the difference between the realizable value of the goods delivered/services provided and the costs and other charges during the year. The project results are allocated to the financial year in proportion to the progress of the projects; losses as soon as they are foreseeable.

Operating revenue

Operating revenue comprises the balance of income from works completed and delivered to third parties during the year (net turnover), increased or decreased by changes in the book value of work in progress and goods delivered and services provided.

Net revenue is understood to mean the income from performance obligations relating to the supply of goods and services less discounts and taxes levied on the income. Income is recognised per separate performance obligation

Project revenue and expenses on work in progress that can be estimated reliably are recognized in the income statement in proportion to the work completed as at balance sheet date.

The progress of work completed is determined based on the project costs incurred as at balance sheet date relative to the estimated total project costs. If the result cannot be estimated reliably, the proceeds are recognized in the income statement up to the amount of the project costs that can probably be recovered. The project costs are then recognized in the income statement when they are incurred. As soon as the result can be reliably determined, revenue recognition takes place in proportion to the work performed as at the balance sheet date.

The profit or loss is determined as the difference between project income and project costs. Project revenue is the contractually agreed revenue and concerns revenue from contract variations, claims and payments if and insofar as they are realizable and can be reliably estimated. Project costs are the costs directly related to a project that can generally be attributed and allocated to project activities and other costs that can be contractually charged to the client.

If total project costs are likely to exceed total project revenue, the expected loss is taken directly to the income statement. The provision for the loss is recognized in work in progress.

Proceeds on the sale of goods are recognized when all material rights and risks attached to ownership of the goods are transferred to the purchaser.

Revenue from the provision of services is recognized in proportion to the services provided, based on the services provided as at balance sheet date relative to the total services to be provided.

Operating costs

Operating costs are carried at historical cost. The FIFO method is generally used to determine the cost of raw materials and consumables. Intragroup transactions are recognized at arm's length prices.

Rental obligations

The company has lease agreements in which the advantages and disadvantages associated with ownership are not entirely for the account of the company. Rental obligations are recognised in the profit and loss account on a straight-line basis over the term of the contract.

Wages and salaries

Wages, salaries and social security contributions are processed in the income statement based on the employment conditions insofar they are owed to employees or the tax authority.

Pensions

The cost of pension schemes is equal, in principle, to the pension contributions payable to pension funds and insurance companies over the period. A liability is recognized for pension contributions not paid as at balance sheet date. Contributions paid in excess of contributions due as at balance sheet date are recognized as accrued income insofar as they will be repaid by the pension funds and/or insurance companies concerned or will be set off against future contributions. Depreciation of tangible fixed assets

Tangible fixed assets are depreciated over their estimated useful lives as from the moment they are ready for use.

Interest income and interest expenses

Interest income and expenses are recognized on a prorated basis, taking account of the effective interest rate of the assets and liabilities to which they relate. In accounting for interest expenses, the recognized transaction expenses for loans received are taken into consideration.

Tax on result

Tax on the result is calculated based on the result before tax in the income statement, taking account of the losses available for set-off from previous financial years and exempt profit components and after the addition of non-deductible costs. Due account is also taken of changes which occur in the deferred tax assets and deferred tax liabilities in respect of changes in the applicable tax rate.

Within the group, there are several corporation tax groups. Each member of the tax group bears its tax burden as an independent taxpayer. Settlement takes place in current account.

Minority interest in result of group companies The result is the amount by which the carrying amount of the participation has changed since the previous financial statements, as a result of the earnings achieved by the participation to the extent that this can be attributed to Ten Brinke Group B.V.

Financial instruments and risk management

Interest rate and cash flow risk

Ten Brinke Group B.V. incurs interest rate risk on interest-bearing receivables (in particular those included in financial assets, securities and cash) and on interest-bearing non-current and current liabilities (including debts to credit institutions).

Where floating-interest loans and receivables are concerned, Ten Brinke Group B.V. incurs risk regarding future cash flows. In addition, Ten Brinke Group B.V. incurs risk on fixed-interest loans and receivables with respect to the fair value due to changes in the market rate of interest.

No financial derivatives for hedging of the interest rate risk are contracted with regard to the receivables and debts.

Liquidity risk

Liquidity risks are managed through interim monitoring and possible adjustments. The liquidity budgets take into account the availability of cash, including available overdrafts and bank guarantees. Ten Brinke Group B.V. uses several banks in order to avail itself of a range of overdraft facilities.

Credit risk

Ten Brinke Group B.V. implements an active policy to minimize credit risk. The credit risk is limited by using bank guarantees and creditworthiness assessments. The credit risk is also limited by pre-financing and term arrangements. There were no significant concentrations of credit risk as at balance sheet date.

Notes to the consolidated balance sheet

1. Tangible fixed assets

The composition of the tangible fixed assets is as follows:

	Land and buildings	Plant and equipment	Other tangible fixed assets	Total
(x 1,000)	€	€	€	€
As at April 1,2023
Cost of acquisition	35,518	10,012	27,894	73,424
Accumulated depreciation	(17,667)	(7,879)	(16,677)	(42,223)
Book value	17,851	2,133	11,217	31,201
Changes in book value
Investments	820	686	6,560	8,066
Depreciation	(1,993)	(741)	(4,300)	(7,034)
Disposals	-	(74)	(4,310)	(4,384)
Depreciation on disposals	-	68	3,720	3,788
	(1,173)	(61)	1,670	436
As at March 31, 2024
Cost of acquisition	36,338	10,624	30,144	77,106
Accumulated depreciation	(19,660)	(8,552)	(17,257)	(45,469)
Book value	16,678	2,072	12,887	31,637
Depreciation percentages	0-10	10-20	20-33

2. Financial fixed assets

The movements in the financial fixed assets are as follows:

	Participations	Other participating interests	Totaal
(x 1,000)	€	€	€
As at April 1,2023	16,909	704	17,613
Changes in 2023/2024
Share in result for the year	3,028	222	3,250
Change in scope of consolidation	1,044	-	1,044
Investments	719	-	719
Dividend	(2,023)	(235)	(2,258)
Disposals	(6,036)	(5)	(6,041)
	(3,268)	(18)	(3,286)
As at March 31, 2024	13,641	686	14,327

The other participating interests concern interests over which no significant influence can be exercised.

3. Inventories

The composition of inventories is as follows:

	March 31, 2024	March 31, 2023
(x 1,000)	€	€
Materials	792	800
Land	2,520	1,013
Work in progress	486,266	528,813
Finished products (completed projects)	82,751	1,398
	572,329	532,024

Work in progress includes prepayments from third parties, whereby the rights and obligations of the full object have not yet been transferred to third parties. There are no construction materials that are valued at a lower realisable value. The prepayments amount to € 7.0 million (March 31, 2023: € 27.7 million). A provision of € 5.7 million (March 31, 2023: € 2.0 million) has been deducted from the work in progress. The cost of the work in progress recognized as an expense in the profit and loss account is € 141 million (2022-2023: € 167 million).

4. Work in progress for third parties

Work in progress for third parties as at March 31:

	March 31, 2024	March 31, 2023
(x 1,000)	€	€
Costs including profits based on percentage of completion, minus provisions for losses	1,081,203	1,205,163
Invoiced installments	(993,664)	(1,065,780)
Work in progress for third parties	87,539	139,383
Work in progress for third parties with a credit balance	61,230	63,692
Work in progress for third parties with a debit balance	148,769	203,075
5. Receivables
The composition of receivables is as follows:
Trade debtors	83,517	65,749
Receivables from group companies	6,347	8,999
Completed projects to be invoiced	31,912	14,528
Receivables from shareholder	4,862	-
Other receivables and accrued income	26,520	28,298
	153,158	117,574
Further explanation of receivables:
Provision for debtors	4,700	4,200
Long-term part of debtors (after deduction of provision)	5,500	5,700
Fixed-interest loans on participations and third parties	21,600	26,000
Long-term part fixed-interest loans	3,200	5,900

The fair value of the receivables approximates their book value, on account of their short-term nature and the fact that provisions have been formed for doubtful debts where necessary. The fixed-interests loans have an average interest rate of 6%.

6. Cash and cash equivalents

The composition of cash and cash equivalents is as follows:

	March 31, 2024	March 31, 2023
(x 1,000)	€	€
Banks	62,564	64,321
Cash	49	53
	62,613	64,374

Cash and cash equivalents include € 9.5 million in deposits with a remaining term of less than 1 month. The other cash and cash equivalents are at free disposal.

Credit facility

Ten Brinke can draw on a € 160 million (March 31, 2023: € 160 million) committed and uncommitted revolving credit facility provided by multiple credit institutions to cover short-term liquidity shortages. Financial covenants have been agreed as security, being a maximum leverage and a minimum solvency ratio, EBITDA, EBITDA margin, production value, liquidity buffer and value of the consolidated assets. Ten Brinke comfortably meets the financial covenants criteria.

7. Group equity

The movements in shareholder's equity as part of the group equity are:

	2023/2024		2022/2023
(x 1,000)	€	€	€	€
As at April 1		569,125		547,050
Consolidated net result attributable to the shareholders of the legal entity	99,417		125,575
Total of the direct changes in equity as part of the group equity	-		-
Total result		99,417		125,575
Dividend payment shareholders	(98,000)		(103,500)
Total movement in equity in relation to shareholders		(98,000)		(103,500)
As at March 31		570,542		569,125

Shareholder's equity is explained in the notes to the company balance sheet.

8. Minority interests

This concerns the interest of third parties in the assets of the companies involved in the consolidation.

The movements in minority interests are as follows:

	2023/2024	2022/2023
(x 1,000)	€	€
Balance as at April 1	6,765	6,055
Changes in 2023/2024
Minority interest in result of group companies	8,244	8,835
Share premium deposits	-	4,000
Dividends	(4,845)	(10,715)
Change in consolidation scoping	112	(294)
Purchase and sale of interests	(736)	(1,210)
Other mutations	-	94
	2,775	710
Balance as at March 31	9,540	6,765

9. Provisions

The composition of the provisions is as follows:

	Guarantee obligations	Rental guarantee	Deferred tax liabilities	Jubilee payments	Total
(x 1,000)	€	€	€	€	€
As at April 1,2023	11,998	2,335	21,078	891	36,302
Changes in 2023/2024
Addition	5,498	(1,431)	14,696	89	18,852
Withdrawals	(4,818)	(425)	(21,405)	-	(26,648)
	680	(1,856)	(6,709)	89	(7,796)
As at March 31, 2024	12,678	479	14,369	980	28,506
The term of the provisions is as follows:
Less than 1 year	3,622	669	14,369	45	18,705
Longer than 5 year	604	-	-	779	1,383

10. Non-current liabilities

The composition of the non-current liabilities is as follows:

	As at April 1, 2023	Withdrawn 2023/2024	Repayments 2023/2024	As at March 31, 2024
(x 1,000)	€		€	€
Mizar B.V.	7,260	-	-	7,260
	7,260	-	-	7,260

Mizar B.V. (formerly Albert ten Brinke Beheer B.V.): concerns a loan of € 7.2 million created on January 1, 2000 due to repayment of loans A and B of Gebr. ten Brinke Lijfrente B.V. This is a subordinated loan from certain creditors. An annual interest rate of 7% is payable on the principal sum. Repayments are determined by the parties in mutual consultation.

11. Current liabilities

Trade creditors

As a result of withholding for the guarantee period, the trade creditors include an amount of approximately € 10 million (previous year: € 9.1 million), with a duration of more than one year.

Borrowings

Borrowings include project financing for the real estate projects included in the work in progress (for third parties). These real estate projects serve as security for the financiers. The interest on the project financing is predominantly variable and based on EURIBOR plus a surcharge.

Supplementary information

Registering of annual report Germany

According to § 264b HGB of the German Commercial code, the below mentioned companies in the legal form GmbH & Co KG are exempt from the obligation to prepare, audit and publish an annual report including directors' report in accordance with German applicable regulations:

- Ten Brinke Wohnungsbau GmbH & Co. KG	Bocholt
- Ten Brinke Entwicklung GmbH & Co. KG	Bocholt
- Ten Brinke Bau Gmbh & Co. KG	Bocholt
- Ten Brinke Bau Berlin GmbH & Co. KG	Bocholt
- Industriebau Imetaal GmbH & Co. KG	Bocholt

According to § 264b HGB of the German Commercial code, the below mentioned companies in the legal form GmbH are exempt from the obligation to prepare, audit and publish an annual report including directors' report in accordance with German applicable regulations:

- Am alten Bootshafen Kiel GmbH	Bocholt
- Ten Brinke Grundbesitz Berlin GmbH	Bocholt
- WR Fünfte Real Estate GmbH	Bocholt

Off-balance sheet commitments

Unconditional obligations

- Land

As part of project development Ten Brinke has entered into obligations for the purchase of land positions. The total obligation amounts to € 8 million (previous year: € 25 million). Mostly, the obligations will be settled within 12 months.

Conditional obligations

Conditional obligations are potential liabilities that arise from events prior to balance sheet date. These are possible obligations because the outflow of resources depends on whether or not uncertain events occur in the future.

- Guarantees

Based of regular activities, guarantees have been given to customers. Guarantees have been provided for completed and transferred buildings. A guarantee obligation has been included for the part for which an outgoing cash flow is expected. Implementation guarantees have been provided for current construction contracts. In respect to these guarantees, securities have been provided. A joint and several liability statement has been issued by the group companies of Ten Brinke with regard to credit institutions.

- Land

As part of project development, Ten Brinke has entered into obligations for the purchase of land positions. The total obligation amounts to € 88 million (previous year: € 171 million). This concerns in particular obligations to purchase land at the time that there is a building permit and/or realized sales percentage.

- Bank guarantees and securities

Guarantees have been issued by credit institutions. These guarantees are provided as a surety for the implementation obligations and for fulfilling warranty obligations. As of March 31, 2024, the guarantees provided amount to € 230 million (previous year: € 193 million). Ten Brinke has bank guarantee facilities with several credit institutions. The total size amounts to € 496 million (31 March 2023: € 436 million). Financial covenants have been agreed as security, being a maximum leverage and a minimum solvency ratio, EBITDA, EBITDA margin, production value, liquidity buffer and value of the consolidated assets. These conditions are fully met.

- Rental obligations for real estate

The obligations related to rental agreements as at the balance sheet date amount to € 12 million (previous year: € 15 million). The term of the commitments can be broken down as follows:

	March 31, 2024
(x 1.000)	€
Less than 1 year	2,332
Longer than 5 year	1,813

Notes to the consolidated income statement

12. Net revenue

	2023/2024	2022/2023
(x 1.000)	€	€
Segmental information by area:
Germany	727,118	829,744
The Netherlands	195,218	193,796
Greece	43,586	22,177
Spain	51,781	42,246
	1,017,703	1,087,963
Segmental information by activity: Development	535,498	798,446
Construction	749,980	652,361
Suppliers	31,588	39,351
Total	1,317,066	1,490,158
Internal	(299,363)	(402,195)
External/participations	1,017,703	1,087,963
13. Cost of raw materials and consumables
Land	99,430	250,094
Materials	80,127	101,329
	179,557	351,423
14. Wages and salaries
Average number of employees by activity:
Development	211	211
Construction	733	721
Suppliers	102	105
Staff/holding	157	160
	1,203	1,197

In 2023/2024, 542 of the average number of employees worked outside the Netherlands (2022/2023: 553).

15. Social security charges

	2023/2024	2022/2023
(x 1,000)	€	€
Pension premium	7,785	7,477
Business association premium	5,751	5,326
Health insurance	5,053	5,198
Sickness benefits	3	6
	18,592	18,007

Pensions

The employees of Ten Brinke and its group companies are members of the following pension funds or insurance schemes depending on the relevant collective labor agreement and/or contract of employment:

―	pension fund for the construction industry;
―	pension fund for the metalworking and mechanical engineering industry;
―	defined contribution plan with an insurance company.

The first two pension funds administer industry-based pension schemes. The Ten Brinke companies have no obligation to make additional contributions other than the future contributions payable to make up for any underfunding in an industry-based pension scheme. Similarly, the Ten Brinke companies are not entitled to any surpluses present in the funds.

Ten Brinke also has several defined contribution schemes that has been placed with an insurer through a pension subscription.

In the Netherlands, it was entered into as of January 1, 2018 and renewed on January 1, 2021 for a period of five years where the defined premium scale is based on a discount rate of 2%. The level of the premium scale used is derived from the cost of an average pay scheme by Aegon Levensverzekeringen N.V.. Ten Brinke bears the risk for changes in tax laws and regulations. The remaining risks in the scheme lie with the employee. Ten Brinke has co-insured the consequences of disability and value transfer. The insurer is supervised by DNB.

In Germany, it was entered into as of October 1, 2016, where the defined premium scale is based on four different premium level models. The employee can choose from different premium levels with the highest form is comparable to the Dutch pension amount that can be achieved. Ten Brinke does not bear the risk for changes in tax laws and regulations. The consequences of disability can also be co-insured. The insurer is supervised by Bafin.

Based on the above characteristics, the pension charge recognized for the year is equal to the contributions payable to the pension funds and the insurance company over that period.

The funding ratio of the industry-based pension funds are as follows:

	March 31, 2024	March 31, 2023
Pension fund for the construction industry	126.0%	122.1%
Pension fund for the metalworking and mechanical engineering industry	107.1%	107.5%

For foreign pension plans that are similar to the way the Dutch pension system is designed and operates, recognition and measurement of liabilities arising from these pension schemes are carried out in accordance with the valuation of the Dutch pension schemes.

16. Depreciation of tangible fixed assets

	2023/2024	2022/2023
(x 1,000)	€	€
Land and buildings	1,993	1,941
Plant and equipment	740	840
Other tangible fixed assets	4,301	4,045
	7,034	6,826
17. Other operating expenses
Other personnel costs	3,478	3,452
Housing costs	5,219	4,641
Sales costs	11,098	13,540
Equipment and manufacturing costs	7,369	7,301
Office costs	5,148	5,249
General costs	2,547	2,178
Various income and expenses	9,282	5,490
	44,141	41,851

18. Result from participations

The result from participations includes the result from non-consolidated participating interests of € 3.2 million (2022/2023: € 0,3 million) and the book results from sales of participating interests of € 3.1 million (2022/2023: € 2.2 million).

19. Tax on result

Corporate income tax current financial year	41,636	70,734
Corporate income tax previous financial year	412	(1,437)
Deferred corporate income tax	(13,443)	(32,490)
	28,605	36,807
Applicable tax rate	25.8%	25.8%
Effective tax rate	22.0%	21.8%

The effective tax rate deviates from the applicable tax rate due to taxed activities abroad at a different tax rate, exempt profit components, permanent differences between commercial and fiscal purposes, and not including a deferred tax asset for losses in the financial year. The basis for the effective tax rate is result before tax excluding the result from participations.

The group is subject to the scope of the Minimum Tax Act (Pillar 2) which came into force in the Netherlands, Germany and Greece on December 31, 2023. The group assessed the effects of the Pillar 2 legislation. This assessment indicates that the average effective tax rate based on accounting profit is at least 15% for financial year 2023/2024. Due to the complexity in applying the legislation and calculating qualifying income, the quantitative impact of the adopted or substantively enacted legislation cannot yet be reasonably estimated. Therefore, even for those entities with an accounting effective tax rate above 15%, there may still be tax implications from Pillar 2.

The figures from applicable to effective tax rate are as follows:

	2023/2024
	%
Applicable tax rate	25.8
Differences in foreign tax rate	(2.2)
Non-deductible tax losses	1.4
Settled tax losses	(1.7)
Exempt (share-deal) taxable profits	(0.3)
Adjustment of taxes from previous year	0.3
Valuation difference deferred taxes	(1.3)
Effective tax rate	22.0

Audit fees

The following audit fees were recognized in the income statement in the reporting period:

	2023/2024	2022/2023
(x 1,000)	€	€
Audit of the financial statements	283	298
Other audit services	-	-
Tax services	-	-
Other non-audit services	-	-
	283	298

The fees listed above relate to the procedures applied to the company and its consolidated group entities by accounting firms and external auditors as referred to in section 1, subsection 1 of the Audit Firms Supervision Act ('Wet toezicht accountantsorganisaties - Wta') as well as by Dutch and foreign-based accounting firms, including their tax services and advisory groups. These fees relate to the audit of 2023-2024 financial statements, regardless of whether the work was performed during the financial year.

Remuneration of the board of directors and supervisory board

Board of directors	532	490
Supervisory board	90	90
	622	580

The remuneration of the board of directors includes periodically paid remuneration, such as salaries, holiday allowance and social premiums, remuneration to be paid after a certain term, such as pensions, allowances on termination of employment, profit sharing, bonus payments and granted shares, to the extent that these items were charged to the company and all subsidiaries of the company.

Company balance sheet as at March 31, 2024 (after profit appropriation)

	March 31, 2024		March 31, 2023
(x 1,000)	€	€	€	€
Fixed assets
20. Financial fixed assets		455,577		423,230
Current assets
21. Receivables	115,890		127,556
Cash and cash equivalents	10,665		39,091
		126,555		166,647
Total assets		582,132		589,877
22. Equity
Issued capital	31		31
Share premium reserve	341		341
Statutory reserves	7,482		6,300
Other reserves	562,688		562,453
		570,542		569,125
23. Non-current liabilities		7,260		7,260
Current liabilities		4,330		13,492
Total liabilities		582,132		589,877

Company income statement for the year ended March 31, 2024

	2023/2024	2022/2023
(x 1,000)	€	€
Result from participations after tax	94,427	115,493
Company result after tax	4,990	10,082
	99,417	125,575

Notes to the company financial statements

General

The company financial statements have been prepared in accordance with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code and the firm pronouncements in the Dutch Accounting Standards as issued by the Dutch Accounting Standards Board. The accounting policies for the company financial statements and the consolidated financial statements are the same. Participating interests in group companies are stated at net asset value in accordance with the accounting policies as included in the consolidated financial statements. For the accounting policies for the company balance sheet and income statement, reference is made to the notes to the consolidated financial statements.

20. Financial fixed assets

Ten Brinke Group B.V. has direct interests in Ten Brinke Germany Holding B.V., Varsseveld (100%), Briva Holding B.V., Varsseveld (100%), Ten Brinke Wohnungsbau Carat Grundstücksgesellschaft mbH & Co. KG, Oberhausen (89.5%), Team Bouw B.V., Rijssen (100%), Ten Brinke Netherlands Holding B.V., Varsseveld (100%),Ten Brinke CSS B.V., Varsseveld (100%), Ten Brinke Spain & Portugal Holding B.V., Varsseveld (100%), Ten Brinke Greece Holding B.V., Varsseveld (75%), Ten Brinke Poland Holding B.V., Varsseveld (100%) and Ten Brinke Bulgaria Holding B.V., Varsseveld (100%).

Movements in financial fixed assets are as follows:

	Participations
(x 1,000)	€
As at April 1,2023	423,230
Changes in 2023/2024
Result from participations	94,427
Dividend	(62,080)
	32,347
As at March 31, 2024	455,577

21. Accounts receivable

The accounts receivable are composed as follows:

	March 31, 2024	March 31, 2023
(x 1,000)	€	€
Receivables from group companies	112,953	113,492
Other receivables	2,937	14,064
	115,890	127,556

22. Equity

Issued capital

The authorized capital of the company amounts to € 90,000, divided into 200,000 ordinary shares, each with a nominal value of € 0.45. Of these, 69,600 ordinary shares have been issued.

Share premium reserve

The full payment of 10,800 shares has been made for an amount of € 363,024. For the difference with the nominal value, a share premium reserve of € 341,243 has been formed.

Statutory reserves

This concerns the statutory reserve for retained earnings from participating interests.

	2023/2024	2022/2023
(x 1,000)	€	€
As at April 1	6,300	5,711
Change in retained earnings from participations	3,205	1,383
Change in scope of consolidation	-	-
Dividend	(2,024)	(603)
Disposals	1	(191)
As at March 31	7,482	6,300
Other reserves
The movement is as follows:
As at April 1	562,453	404,664
Profit appropriation	99,417	161,226
Change in statutory reserves of retained earnings from participations	(1,182)	77
Dividend	(98,000)	(25,000)
As at March 31	562,688	540,967

23. Non-current liabilities

The non-current liabiliaties of € 7.3 million consist of the loan of Mizar B.V., entered on 1 January 2000, as clarified in note 10 of the consolidated balance sheet.

Interest income group companies

The corporate result includes interest income from group companies of € 5.1 million (2022/2023: € 5.4 million).

Supplementary information

Employees

During the financial year, the company had no employees.

Arrangements not included in the balance sheet

Contingent liabilities

- Securities

In order to comply with issued guarantees, securities have been provided for which Ten Brinke Group B.V. is jointly and severally liable.

- Liability statement

The company is part of a tax group for corporate income tax purposes (group head: LOV Beheer B.V.) and for sales tax purposes (group head: Ten Brinke Group B.V.). Based on the Dutch Collection of State Taxes Act, the company and the companies that form the corporation tax group are each jointly and severally liable for the tax due by the tax group.

Proposed appropriation of the result

	2023/2024
(x 1,000)	€
It is proposed to distribute the result as follows: Addition to the other reserves	99,417
	99,417

In anticipation of a relevant decision of the general meeting of shareholders, the proposal has already been incorporated in the balance sheet.

Varsseveld, December 3, 2024

On behalf of the board of directors,

Ten Brinke Group B.V.

Burgemeester van der Zandestraat 21

7051 CS Varsseveld

A. ten Brinke,on behalf of

A. ten Brinke Beheer B.V.

W.ten Brinke

P.J.A. Zents

A.J. Ten Brinke

On behalf of the supervisory board,

W.J. Fuhrmann

F.M.M. Hageman

A.E.F. de Kock

Other information

Articles of association governing profit appropriation

Article 11 of the articles of association states the following regarding profit appropriation:

1.	The profit shall be determined according to standards which are considered acceptable in social practice. A resolution to make a distribution shall have no effect as long as the board of directors has not granted its approval. The board of directors shall only withhold its approval if it is aware or should reasonably anticipate that after the distribution, the company will not be able to continue paying its due debts.
2.	The profit shall be at the disposal of the general meeting.
3.	The company may make profit distributions to shareholders to the extent that its equity exceeds the reserves that must be maintained by law or by the articles of association. Profit distribution shall only take place after the adoption of the annual accounts showing that this is permissible.
4.	The part of the profit designated for distribution shall be made payable no later than thirty days after it has been determined. The shareholder's claim to payment shall lapse five years after the date on which it became payable.
5.	Shares held by the Company in its own capital shall not be included in the calculation of the profit distribution.
6.	The company may only make interim distributions if the requirement of the third paragraph has been fulfilled.

Independent auditor's report

To: the general meeting and the supervisory board of Ten Brinke Group B.V.

Report on the audit of the financial statements 2023/2024

Our opinion

In our opinion, the financial statements of Ten Brinke Group B.V. ('the Company') give a true and fair view of the financial position of the Company and the Group (the company together with its subsidiaries) as at 31 March 2024, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

What we have audited

We have audited the accompanying financial statements 2023/2024 of Ten Brinke Group B.V., Varsseveld. The financial statements comprise the consolidated financial statements of the Group and the company financial statements.

The financial statements comprise:

•	the consolidated and company balance sheet as at 31 March 2024;
•	the consolidated and company income statement for the year then ended; and
•	the notes, comprising a summary of the accounting policies applied and other explanatory information.

The financial reporting framework applied in the preparation of the financial statements is Part 9 of Book 2 of the Dutch Civil Code.

The basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. We have further described our responsibilities under those standards in the section 'Our responsibilities for the audit of the financial statements' of our report.

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

Independence

We are independent of Ten Brinke Group B.V. in accordance with the 'Wet toezicht accountantsorganisaties' (Wta, Audit firms supervision act), the 'Verordening inzake de onafhankelijkheid van accountants bij assuranceopdrachten' (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the 'Verordening gedrags- en beroepsregels accountants' (VGBA, Dutch Code of Ethics).

Information in support of our opinion

We designed our audit procedures with respect to fraud and going concern, and the matters resulting from that, in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The information in support of our opinion, such as our findings and observations related to the audit approach fraud risk and the audit approach going concern was addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

Audit approach fraud risks

We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of Ten Brinke Group B.V. and its environment and the components of the internal control system. This included the board of directors' risk assessment process, the board of directors' process for responding to the risks of fraud and monitoring the internal control system and how the supervisory board exercised oversight, as well as the outcomes. The board of directors has conducted a fraud risk assesment and discussed it with various bodies. The further implementation within the organization will take place in the coming reporting year as outlined in the 'Management Report'.

We evaluated the design and relevant aspects of the internal control system with respect to the risks of material misstatements due to fraud and in particular the fraud risk assessment, as well as the code of conduct, whistleblower procedures and we evaluated the design and the implementation and, where considered appropriate, tested the operating effectiveness of internal controls designed to mitigate fraud risks.

We asked members of the board of directors, managers in the organisation (controlling, taxes, project managers, plant directors and HR) and the supervisory board whether they are aware of any actual or suspected fraud. This did not result in signals of actual or suspected fraud that may lead to a material misstatement.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present.

We identified the following fraud risks and performed the following specific procedures:

Identified fraud risks	Our audit work and observations
Risk for management override of controls Management is in a unique position to perpetrate fraud because of management's ability to manipulate accounting records and prepare fraudulent financial statements by overriding controls that otherwise appear to be operating effectively.	We evaluated the design and implementation of the internal control system in the processes of generating and processing journal entries and making estimates. We also paid specific attention to the access safeguards in the IT system and the possibility that these lead to violations of the segregation of duties. We have not identified any significant control deficiencies. We performed our audit procedures primarily substantive based.
That is why, in all our audits, we pay attention to the risk of management override of controls in: • the appropriateness of journal entries and other adjustments made in the preparation of the financial statements; • estimates; • significant transactions, if any, outside the normal course of business for the entity. We pay particular attention to tendencies due to possible interests from the board of directors.	We selected journal entries based on risk criteria and conducted specific audit procedures for these entries. These procedures include, among other matters, inspection of the entries to source documentation. We also paid particular attention to consolidation and elimination entries, focusing on testing entries that affect revenue and results in the relevant fiscal year. We did not identify any significant transactions outside the normal course of business. We also performed specific audit procedures related to important estimates of management, including the valuation of construction contracts. We specifically paid attention to the inherent risk of bias of management in estimates. Our audit procedures did not lead to specific indications of fraud or suspicions of fraud with respect to management override of controls.
The risk of fraudulent financial reporting in revenue recognition As part of our risk assessment and based on a presumption that there are risks of fraud in revenue recognition, we evaluated which types of revenue give rise to the risk of fraud in revenue recognition. The objective for the company is executing profitable development and construction contracts. This could lead to pressure on management to overstate those contracts and accordingly the revenues and profits by: • allocating costs of lossmaking projects to profitable projects; • not including all losses by decreasing the estimates of costs yet to be incurred in the project forecast; • allocating revenue that has not (yet) been agreed on with the client to positively affect the result.	We evaluated the design and implementation of the internal control system in the processes of monitoring projects and making estimates. We have not identified any significant control deficiencies. We performed our audit procedures primarily substantive based. In order to mitigate the risk of allocating costs between projects, we performed a detailed analysis of journal entries between projects and performed substantive audit procedures on potential notable entries. We also assessed whether the costs were allocated to the accurate projects. We performed substantive audit procedures on management's estimate of total costs and the cost to complete. As part of these procedures, we performed, among other matters, an analysis for finalisation of projects after balance sheet date. Besides, for significant projects, we compared the current project forecasts with the forecasts of previous years. We also performed substantive audit procedures to assess the revenue included in the forecasts by examining the agreements, including additional work, signed by the client. Finally, we also assessed the relevant notes in the financial statements. Our audit procedures did not lead to specific indications of fraud or suspicions of fraud with respect to shifts in the allocation of costs between projects.
The risk of corruption due to bribery and payments of bribes The company is internationally active and operates in a number of countries where there is an increased (inherent) risk of bribery and the payment of bribes. We identified a specific risk with regard to the acquisition of projects abroad as well as cash transactions.	We evaluated the design and implementation of the internal control system in the processes of acquisition of projects and cash transactions. We have not identified any significant control deficiencies. We performed our audit procedures primarily substantive based. We performed the following audit procedures: • inspection of information from source documents relating to the acquisition of projects and cash transactions; • inspection of internal communications and authorisations regarding purchased plots of land; • background research regarding the brokers involved; • discussing the acquisition process with the local statutory auditor; • reconciling cash sheets with cash movements in the administration and connecting serial numbers of cash sheets. Our audit procedures did not lead to specific indications of fraud or suspicions of fraud with respect to bribery and/or payments of bribes.

We incorporated an element of unpredictability in our audit. We reviewed lawyer's letters and correspondence with regulators. During the audit, we remained alert to indications of fraud. Furthermore, we considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance with laws and regulations.

Audit approach going concern

The board of directors performed their assessment of the entity's ability to continue as a going concern for at least 12 months from the date of preparation of the financial statements and has not identified events or conditions that may cast significant doubt on the entity's ability to continue as a going concern (hereafter: going-concern risks).

Our procedures to evaluate the board of directors' going-concern assessment included, amongst others:

•	considering whether the board of directors' going-concern assessment included all relevant information of which we were aware as a result of our audit and inquiring with the board of directors regarding the board of directors' most important assumptions underlying its going-concern assessment. Amongst others, the board of directors took into consideration the liquidity forecast and the expected developments as described in the 'Management report';
•	evaluating the board of directors' current budget including cash flows for at least 12 months from the date of preparation of the financial statements taken into account current developments in the industry and all relevant information of which we were aware as a result of our audit;
•	analysing whether the current and the required financing has been secured to enable the continuation of the entirety of the entity's operations, including compliance with relevant covenants;
•	performing inquiries of the board of directors as to its knowledge of going-concern risks beyond the period of the board of directors' assessment.

Report on the other information included in the annual report 2023/2024

The annual report 2023/2024 contains other information. This includes all information in the annual report 2023/2024 in addition to the financial statements and our auditor's report thereon.

Based on the procedures performed as set out below, we conclude that the other information:

•	is consistent with the financial statements and does not contain material misstatements; and
•	contains all the information regarding the directors' report and the other information that is required by Part 9 of Book 2 of the Dutch Civil Code.

We have read the other information. Based on our knowledge and the understanding obtained in our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.

By performing our procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of such procedures was substantially less than the scope of those procedures performed in our audit of the financial statements.

The board of directors is responsible for the preparation of the other information, including the directors' report and the other information in accordance with Part 9 of Book 2 of the Dutch Civil Code.

Responsibilities for the financial statements and the audit

Responsibilities of the board of directors and the supervisory board for the financial statements

The board of directors is responsible for:

•	the preparation and fair presentation of the financial statements in accordance with Part 9 of Book 2 of the Dutch Civil Code; and for
•	such internal control as the board of directors determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the board of directors is responsible for assessing the Company's ability to continue as a going concern. Based on the financial reporting framework mentioned, the board of directors should prepare the financial statements using the going-concern basis of accounting unless the board of directors either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so. The board of directors should disclose in the financial statements any event and circumstances that may cast significant doubt on the Company's ability to continue as a going concern.

The supervisory board is responsible for overseeing the Company's financial reporting process.

Our responsibilities for the audit of the financial statements

Our responsibility is to plan and perform an audit engagement in a manner that allows us to obtain sufficient and appropriate audit evidence to provide a basis for our opinion. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high but not absolute level of assurance, and is not a guarantee that an audit conducted in accordance with the Dutch Standards on Auditing will always detect a material misstatement when it exists. Misstatements may arise due to fraud or error. They 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 the financial statements.

Materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

A more detailed description of our responsibilities is set out in the appendix to our report.

Zwolle, 3 December 2024

PricewaterhouseCoopers Accountants N.V.

Original has been signed by

M.E. Zeephat RA

Appendix to our auditor's report on the financial statements 2023/2024 of Ten Brinke Group B.V.

In addition to what is included in our auditor's report, we have further set out in this appendix our responsibilities for the audit of the financial statements and explained what an audit involves.

The auditor's responsibilities for the audit of the financial statements

We have exercised professional judgement and have maintained professional scepticism throughout the audit in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit consisted, among other things of the following:

•	Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining 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 intentional override of internal control.
•	Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
•	Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors.
•	Concluding on the appropriateness of the board of directors' use of the going-concern basis of accounting, and based on the audit evidence obtained, concluding whether a material uncertainty exists related to events and/or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the 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 auditor's report and are made in the context of our opinion on the financial statements as a whole. However, future events or conditions may cause the Company to cease to continue as a going concern.
•	Evaluating the overall presentation, structure and content of the financial statements, including the disclosures, and evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Considering our ultimate responsibility for the opinion on the consolidated financial statements, we are responsible for the direction, supervision and performance of the group audit. In this context, we have determined the nature and extent of the audit procedures for components of the Group to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole. Determining factors are the geographic structure of the Group, the significance and/or risk profile of group entities or activities, the accounting processes and controls, and the industry in which the Group operates. On this basis, we selected group entities for which an audit or review of financial information or specific balances was considered necessary.

We communicate with the supervisory board 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.

Appendix

List of group companies

The companies included in the consolidation, besides Ten Brinke Group B.V. are:

	Statutory seat	Share in issued capital
Briva Holding B.V.	Varsseveld	100%
Ten Brinke Germany Holding B.V.	Varsseveld	100%
Ten Brinke Materieeldienst B.V.	Varsseveld	100%
Ten Brinke Services B.V.	Varsseveld	100%
Ten Brinke Systembau GmbH	Bocholt	100%
Ten Brinke Asset Management B.V.	Varsseveld	100%
Imetaal Holding B.V.	Ulft	100%
PBC - Projektplanung Bau-Consulting GmbH	Emmerich	100%
Ten Brinke Rheinland GmbH	Bonn	100%
Imetaal Staalbouw B.V.	Ulft	100%
Imetaal Stahlbau GmbH	Emmerich	100%
TBP Immo Siegburg GmbH	Emmerich	100%
Imetaal Services B.V.	Ulft	100%
Elan Varsseveld B.V.	Varsseveld	100%
Elan Dach und Wand GmbH	Bocholt	100%
Ten Brinke Omega B.V.	Varsseveld	75%
Ten Brinke Beteiligung B.V.	Varsseveld	100%
Ten Brinke IB Verwaltungs-GmbH	Bocholt	100%
Ten Brinke Bau Berlin B.V.	Varsseveld	100%
Ten Brinke Bau Baden-Württemberg B.V.	Varsseveld	100%
Ten Brinke Bau Verwaltungs-GmbH	Bocholt	100%
Ten Brinke Bau GmbH & Co. KG	Bocholt	100%
Ten Brinke Projektentwicklung GmbH & Co. KG	Bocholt	100%
Ten Brinke Bau Berlin GmbH & Co. KG	Bocholt	100%
Ten Brinke Grundbesitz Berlin GmbH	Bocholt	100%
Ten Brinke Bau Baden-Württemberg GmbH & Co. KG	Bocholt	100%
Ten Brinke Grundbesitz Baden-Württemberg GmbH	Bocholt	100%
Industriebau Imetaal GmbH & Co. KG	Emmerich	100%
Imetaal Komplementär GmbH	Emmerich	100%
Industriebau Imetaal GmbH	Emmerich	100%
TBB-Imetaal Wohnungsbau GmbH	Regensburg	89%
Ten Brinke Bouw B.V.	Doetinchem	100%
Team-Bouw B.V.	Rijssen	100%
Team-Bouw GmbH	Bocholt	100%
Ten Brinke WB Verwaltungs-GmbH	Bocholt	100%
TBW Berlin MÜ58 GmbH	Berlijn	89%
Ten Brinke Wohnungsbau GmbH & Co. KG	Bocholt	100%
TBW Friedrichsdorf GmbH	Bocholt	100%
CARAT Grundstucks- und Beteiligungs GmbH	Bocholt	90%
Ten Brinke Wohnungsbau CARAT GmbH & Co. KG	Bocholt	90%
TBW Ruhrufer Essen-Kettwig GmbH & Co. KG	Bocholt	94%
TBW Münsterlandstraße GmbH	Bocholt	89%
Düsseldorf Westfalenstraße QWD Nord GmbH & Co. KG	Bocholt	100%
Ten Brinke Wohnungsbau Beteiligungs GmbH	Bocholt	100%
Ten Brinke Propertymanagement GmbH	Bocholt	100%
Ten Brinke Baugesellschaft mbH	Bocholt	100%
Ten Brinke Enter Projectontwikkeling B.V.	Varsseveld	100%
Ten Brinke Projectontwikkeling Varsseveld B.V.	Varsseveld	100%
Ten Brinke Vastgoedontwikkeling B.V.	Varsseveld	100%
TBR Planontwikkeling B.V.	Varsseveld	100%
Reggestad Planontwikkeling B.V.	Varsseveld	100%
Ten Brinke Vastgoedontwikkeling Enter B.V.	Varsseveld	100%
Ten Brinke Broers Projectontwikkeling B.V.	Doetinchem	75%
Ten Brinke Poortier Romein Projecten B.V.	Varsseveld	66%
Ten Brinke Grondexploitatie B.V.	Varsseveld	100%
Prospere Vastgoed Advies B.V.	Varsseveld	75%
Ten Brinke CoHof B.V.	Varsseveld	100%
GBVO 5 B.V.	Varsseveld	100%
Ten Brinke myb. B.V.	Varsseveld	67%
T.B.E.C. 1 B.V.	Varsseveld	100%
Vasum op NDSM B.V.	Varsseveld	67%
Ten Brinke Esdoornlaan B.V.	Varsseveld	100%
T.B.E.C. 6 B.V.	Varsseveld	100%
T.B.E.C. 9 B.V.	Varsseveld	100%
T.B.E.C. 10 B.V.	Varsseveld	100%
MVO Doetinchem B.V.	Varsseveld	100%
Ontwikkelingscombinatie Raadhuisstraat Losser B.V.	Doetinchem	100%
TB Bau Berlin Verwaltungs-GmbH	Bocholt	100%
BTB Zülpich GmbH	Bocholt	60%
Wohnen an der Itz GmbH & Co. KG	Bocholt	89%
TeHa GmbH	Bocholt	75%
BB-TB Immobilien GmbH	Bocholt	60%
TB Objekt Stuttgart-Untertürkheim GmbH	Bocholt	89%
GH Mittenwald GmbH & Co. KG	Bocholt	100%
PTB Real Estate GmbH	Bocholt	55%
Projekt Blumenstraße GmbH	Bocholt	51%
Dahmestraße 6 Projekt GmbH	Bocholt	89%
Patricius Wohnbaugesellschaft mbH	Bocholt	60%
Hellmann 5. Grundbesitz GmbH	Bocholt	100%
Coraidelstein Immobilien GmbH	Bocholt	60%
Projekte Deutschland.Immobilien Kißlegg GmbH	Bocholt	100%
Projekte Deutschland.Immobilien Moosthenning GmbH	Bocholt	100%
STW Magdeburg GmbH	Bocholt	100%
Seniorenwohnpark Ehingen GmbH	Bocholt	100%
Seniorenzentrum Albstadt GmbH	Bocholt	89%
Immobiliengesellschaft Heilige Höfe GmbH	Bocholt	52%
Ten Brinke Interprojekt Lenbachstraße GmbH	Bocholt	55%
Ten Brinke Realexpert GmbH	Bocholt	60%
Milchhof Areal Ansbach Projektentwicklung GmbH & Co. KG	Bocholt	100%
Domizil Kaufbeuren GmbH	Bocholt	100%
Ruhrräume Eins GmbH	Bocholt	100%
Ruhrräume Zwei GmbH	Bocholt	100%
Ruhrräume Drei GmbH	Bocholt	100%
Ruhrräume Vier GmbH	Bocholt	100%
Ruhrräume Fünf GmbH	Bocholt	100%
Ruhrräume Sechs GmbH	Bocholt	100%
Ruhrräume Sieben GmbH	Bocholt	100%
Wohnbebauung Untere Wülle GmbH	Bocholt	80%
SW122 Berlin GmbH	Bocholt	51%
Ten Brinke Health-Care GmbH	Bocholt	51%
Bollmann-Ten Brinke Grundbesitz GmbH	Bocholt	100%
Selmigerheide GmbH & Co. KG	Bocholt	100%
TBP Entwicklung GmbH & Co. KG	Bocholt	100%
FMZ Brühl Verwaltungs-GmbH	Bocholt	100%
EKZ Deistertalpark Verwaltungs-GmbH	Bocholt	100%
TBP Gewerbebau Komplementär GmbH	Bocholt	100%
Kubus GmbH	Bocholt	100%
TBS 1. Gewerbebau Nettetal GmbH	Bocholt	100%
Ten Brinke Bayern Verwaltungs-GmbH	Regensburg	100%
Ten Brinke Göttsch Verwaltungsgesellschaft mbH	Bocholt	100%
TBB Ten Brinke-Projektentwicklungs-GmbH	Regensburg	100%
SML Development GmbH	Bocholt	100%
Richter-Ten Brinke Wohn- und Gewerbebau GmbH	Bocholt	60%
TB Quartiersentwicklung Ditzingen GmbH	Bocholt	100%
Premium Grundstücksentwicklungsgesellschaft mbH	Bocholt	100%
FMZ Brühl GmbH & Co. KG	Bocholt	100%
Ten Brinke Development GmbH	Bocholt	100%
Ten Brinke Berlin GmbH	Berlijn	100%
Ten Brinke Bauträger GmbH	Bocholt	100%
Seniorenresidenz Völklingen am alten Rathaus GmbH & Co. KG	Bocholt	95%
TBP Objekt 1 GmbH	Bocholt	100%
Bahnhof-Arkaden Butzbach GmbH & Co. KG	Bocholt	100%
Ten Brinke Medical GmbH	Varsseveld	55%
Pflegeprojekt Haus Rosengarten GmbH	Bocholt	100%
lavida Wohnen GmbH	Leverkusen	55%
WR Fünfte Real Estate GmbH	Bocholt	60%
Quartier PIO GmbH	Regensburg	100%
ITB Retail Park B.V.	Varsseveld	100%
ITB Retail Park GmbH & Co. KG	Bocholt	100%
TBP Projekt Immo GmbH & Co. KG	Bocholt	100%
Am alten Bootshafen Kiel GmbH	Bocholt	95%
SDTB Projekt Recklinghausen GmbH	Bocholt	70%
ITB SVC Nürnberg B.V.	Varsseveld	100%
GEG GV Leipzig - Brandenburger Straße GmbH & Co. KG	Bocholt	100%
ITB NVZ Lemgo B.V.	Varsseveld	100%
ITB EKZ Datteln B.V.	Varsseveld	100%
Ten Brinke International B.V.	Varsseveld	100%
ITB FMZ Siegburg B.V.	Varsseveld	100%
ITB Lübbecke Arcarden B.V.	Varsseveld	100%
Am Festplatz Traar B.V. & Co. KG	Bocholt	100%
ITB Berlin Adlershof B.V.	Varsseveld	100%
ITB Berlin Adlershof B.V. & Co. KG	Bocholt	100%
WB Bonn-Pützchen GmbH & Co. KG	Bocholt	100%
TB Residenz Berlin GmbH & Co. KG	Bocholt	100%
Ten Brinke WHK Mainz GmbH & Co. KG	Bocholt	100%
ITB Property Grundbesitz B.V.	Varsseveld	100%
Ten Brinke Spain & Portugal Holding B.V.	Varsseveld	100%
Ten Brinke CSS B.V.	Varsseveld	100%
ITB Management B.V.	Varsseveld	100%
ITB Real Estate B.V.	Varsseveld	100%
ITB SB Bonn-Beuel B.V.	Varsseveld	100%
ITB Nürnberg Tempohaus B.V.	Varsseveld	100%
Ten Brinke Bulgaria Holding B.V.	Varsseveld	100%
ITB FMZ Rddental B.V.	Varsseveld	90%
ITB SB Alling B.V.	Varsseveld	100%
ITB FMZ Ebhausen B.V. & Co. KG	Bocholt	100%
ITB Management Köln-Kalk B.V.	Varsseveld	100%
ITB FMZ Köln-Kalk B.V.	Varsseveld	100%
ITB FMZ Köln-Kalk B.V. & Co. KG	Bocholt	100%
ITB Office Bonn Oscar-Romero-Allee B.V.	Varsseveld	100%
ITB Office Bonn Oscar-Romero-Allee GmbH & Co. KG	Bocholt	100%
Ten Brinke Poland Holding B.V.	Varsseveld	100%
ITB FMZ Gütersloh B.V.	Varsseveld	100%
ITB Management Düsseldorf B.V.	Varsseveld	100%
ITB SBW Dusseldorf-Rath B.V.	Varsseveld	100%
ITB SBW Dusseldorf-Rath B.V. & Co. KG	Bocholt	100%
ITB FMZ Glückstadt B.V.	Varsseveld	100%
Snoek B.V.	Varsseveld	100%
Voorn B.V.	Varsseveld	100%
ITB Baumarkt Leipzig B.V.	Varsseveld	100%
TB-WR Hechtsheimerstraße 2 Grundstücksverwaltungs GmbH & Co. KG	Bocholt	100%
ITB FMZ Lüdenscheid-Brügge B.V.	Varsseveld	100%
ITB EZH Ascheberg B.V.	Varsseveld	100%
ITB City-Center Ludwigsfelde B.V.	Varsseveld	90%
ITB Berlin Teltow B.V.	Varsseveld	100%
ITB N-Carrée B.V.	Varsseveld	100%
ITB SB Rohrmoos B.V.	Varsseveld	100%
ITB FMZ Ebhausen B.V.	Varsseveld	100%
Bronckhorststraat Noordwijk B.V.	Varsseveld	75%
ITB FMZ Frankenberg Acarden B.V.	Varsseveld	100%
ITB FMZ Niederpleis B.V.	Varsseveld	100%
TBISP Komplementär GmbH	Bocholt	100%
ITB Grundbesitz Alling B.V. & Co. KG	Bocholt	100%
TBP Projekt Landmark GmbH	Bocholt	100%
ITB Bonn Maximilianstraße GmbH & Co. KG	Bocholt	100%
Whale Verwaltungs GmbH	Bocholt	100%
Sennen Vastgoed B.V.	Varsseveld	100%
Ten Brinke The Netherlands Holding B.V.	Varsseveld	100%
ITB VBM Alsdorf B.V.	Varsseveld	100%
ITB Office Komplementar GmbH	Bocholt	100%
ITB LM Kiel Gutenbergstrasse B.V.	Varsseveld	54%
ITB FMZ Hagen-Boele B.V.	Varsseveld	100%
ITB FMZ Cochem B.V.	Varsseveld	100%
ITB Gmund Komplementär GmbH	Bocholt	100%
ITB Gmund B.V.	Varsseveld	100%
ITB Gmund GmbH & Co. KG	Bocholt	100%
ITB Bonn Komplementär GmbH	Bocholt	100%
ITB Office Bonn B.V.	Varsseveld	100%
ITB Office Bonn GmbH & Co. KG	Bocholt	100%
ITB Duisburg-Kaiserberg B.V.	Varsseveld	100%
Office JLS Bonn GmbH	Bocholt	100%
TBP Office Brühl GmbH	Bocholt	100%
ITB FMZ Bruckmühl B.V.	Varsseveld	100%
ITB LMD Osterronfeld B.V.	Varsseveld	54%
Ten Brinke Participaties NL B.V.	Varsseveld	100%
ITB Management Plattling B.V.	Varsseveld	100%
ITB FMZ Plattling B.V.	Varsseveld	100%
ITB FMZ Plattling B.V. & Co. KG	Bocholt	100%
ITB HMQ Regensburg B.V.	Varsseveld	100%
ITB HMQ Regensburg B.V. & Co. KG	Bocholt	100%
ITB SBW Remscheid-Lennep B.V.	Varsseveld	100%
Eitorf Komplementär GmbH	Bocholt	100%
ITB Verwaltungs-GmbH	Bocholt	100%
ITB Investment B.V.	Varsseveld	100%
ITB FMZ Bietigheim-Bissingen B.V.	Varsseveld	100%
Ten Brinke Baden-Wurttemberg GmbH	Boblingen	100%
ITB Komplementar GmbH	Bocholt	100%
ITB FMZ Fockbek B.V.	Varsseveld	54%
TBP Objekt 2 GmbH	Munster	100%
Leoland GmbH & Co. KG	Munster	100%
Invest for U GmbH & Co. KG	Bocholt	100%
TBB Wohnen Am Katzenberg GmbH	Bocholt	100%
GEG Grundbesitz Bad Oeynhausen B.V.	Varsseveld	100%
TBW Rappenweg MUC GmbH & Co. KG	Bocholt	100%
ITB Logistic Immo B.V.	Varsseveld	85%
Seniorenresidenz Dresden-Striesen Immobilien GmbH & Co. KG	Bocholt	94%
F-TB Projekt WB Kiel GmbH & Co. KG	Bocholt	96%
TBG Wohnpark Beusselstraße GmbH & Co. KG	Bocholt	100%
Quartier Neuss Berghäuschensweg GmbH & Co. KG	Bocholt	100%
TB Projekt Living GmbH & Co. KG	Bocholt	100%
Projekt Gielenstraße Neuss GmbH & Co. KG	Bocholt	100%
Wohnquartier Marktstraße GmbH & Co. KG	Bocholt	100%
TBB Projekt Berlin Living GmbH & Co. KG	Bocholt	100%
Ten Brinke Bau S.L.	Madrid	100%
Ten Brinke Retail S.L.U.	Madrid	100%
Global Real Estate Soluciones S.L.	Madrid	100%
Ten Brinke Oro S.L.	Madrid	100%
Desarrollos Logisticos 2 S.L.	Madrid	100%
Bertram - Ten Brinke Invest, S.L.	Madrid	100%
Ten Brinke Residencial S.L.	Madrid	100%
Ten Brinke Desarrollos S.L.	Madrid	100%
Ten Brinke Hellas A.E.	Athens	75%
Ten Brinke Residential Development A.E.	Athens	75%
Siltenco A.E.	Athens	75%
Salerco A.E.	Athens	75%
Sartenco A.E.	Athens	75%
Ten Brinke Crete Store's A.E.	Athens	75%
Tekepo A.E.	Athens	75%
Rodenco A.E.	Athens	75%
Pilvenco A.E.	Athens	75%
Develco A.E.	Athens	75%
Evitenco A.E.	Athens	65%
Hourdenco A.E.	Athens	74%
Steltenco A.E.	Athens	75%
Sortenco A.E.	Athens	75%
Milora A.E.	Athens	75%
Mandral Warehouse-Properties SMSA	Athens	75%
Kordenco S.A.	Athens	75%
Garzenco S.A.	Athens	75%
Fedenco S.A.	Athens	75%
Ria A.E.	Athens	75%
Vardenco S.A.	Athens	75%
Meltenco S.A.	Athens	75%
Ergoskrap A.E.	Athens	75%
Relenco A.E.	Athens	75%
Persenco A.E.	Athens	75%
Stabelco A.E.	Athens	75%
Nellenco A.E.	Athens	75%
Giarmenco A.E.	Athens	75%
Bartelco A.E.	Athens	75%
Sergenco A.E.	Athens	75%
Tarenco A.E.	Athens	75%
Strafenco A.E.	Athens	75%
Melinko A.E.	Athens	75%
Tsoudenco A.E.	Athens	75%
Kolvenco A.E.	Athens	75%
Neptunedetails, LDA	Borralha - Águeda	100%
TenBrinke Investimentos Imobiliários, Unipessoal LDA	Borralha - Águeda	100%
Ten Brinke Greece Holding B.V.	Varsseveld	75%

The following companies have been part of the consolidation until the date of sale or dissolution:

	Statutory seat	Share in issued capital
Bau- und Planungsbüro Emmerich GmbH	Emmerich	100%
Ten Brinke Vastgoedontwikkeling Enter VOF	Varsseveld	100%
T.B.E.C. 8 B.V.	Varsseveld	100%
MVO Gaanderen B.V.	Doetinchem	100%
Marktgemeinde Eckental B.V.	Varsseveld	100%
ITB FMZ Bad Driburg B.V.	Varsseveld	100%
ITB Grundbesitz B.V. & Co. KG	Bocholt	100%
ITB Management Duisburg-Kaiserberg B.V.	Varsseveld	100%
ITB Management Nord B.V.	Varsseveld	100%
ITB Management Remscheid-Lennep B.V.	Varsseveld	100%
ITB Management FMZ B.V.	Varsseveld	100%
ITB Management Immo B.V.	Varsseveld	100%
Ten Brinke Sur S.L.	Madrid	100%
Biktenko A.E.	Athens	75%
Stathmos A.E.	Thessaloniki	75%

List of minority interests

The following minority interests are not included in the consolidation in accordance with section 409, Part 9, Book 2 of the Dutch Civil Code:

	Statutory seat	Share in issued capital
GETEC energy efficiency GmbH	Magdeburg	49%
GETEC Energy Efficiency B.V.	Emmen	49%
Gelders Projecten Bureau I B.V.	Doetinchem	50%
Pier GmbH	Frankfurt am Main	51%
Klima - Service - Consult GmbH	Cuxhaven	50%
GNAP Nachhaltigkeitsplanung GmbH	Cuxhaven	38%
Reim & Reimers Ingenieure GmbH	Cuxhaven	50%
Ten Brinke Stahl-Dach-Wand GmbH	Emmerich	50%
TEAMBAU planen und bauen GmbH	Ahaus	50%
TBG Real Estate B.V.	Varsseveld	50%
Ten Brinke MyBond Verheeskade B.V.	Varsseveld	25%
Ten Brinke LuBro Ontwikkeling B.V.	Varsseveld	50%
Volsung Ltd.	Hong Kong	25%
Het Waterlandhuys B.V.	Varsseveld	33%
Ten Brinke Lubbers Projectontwikkeling B.V.	Varsseveld	50%
Ten Brinke Inspire Vastgoedontwikkeling B.V.	Varsseveld	50%
Fryslan Projecten B.V.	Varsseveld	50%
VB Gebouw Grond B.V.	Varsseveld	50%
Ten Brinke Slot Projectontwikkeling B.V.	Varsseveld	50%
Laakhaven Verheeskade II B.V.	Varsseveld	33%
Hembrug Zaandam B.V.	Arnhem	30%
Porten Houthavenkade B.V.	Amsterdam	50%
Prinses Beatrixlaan B.V.	Rotterdam	50%
Weesp Invest B.V.	Amsterdam	50%
Parsleyroad Invest B.V.	Haarlem	50%
Ten Brinke DUQER B.V.	Varsseveld	50%
Ten Brinke Poortier Romein Projecten VOF	Varsseveld	50%
Ten Brinke Stadsontwikkelaars B.V.	Varsseveld	50%
Bachsingel B.V.	Varsseveld	50%
Zwanenveld B.V.	Doetinchem	50%
Zwanenveld Ontwikkeling B.V.	Doetinchem	50%
Stockhorst I C.V.	Doetinchem	50%
BB-TB Verwaltungs- GmbH	Bocholt	50%
InnovationsPark VS Objekt GmbH	Mainz	50%
Lubig Real Estate GmbH & Co. KG	Bocholt	50%
HTB NVZ Coppenbrügge GmbH	Bocholt	50%
HTB NVZ Aerzen GmbH	Bocholt	50%
HTB NVZ Neuenkirchen Bramsche GmbH	Bocholt	50%
HTB NVZ Hille GmbH	Bocholt	50%
HTB NVZ Leopoldshöhe GmbH	Bocholt	50%
Campus JLS Bonn BA II GmbH	Bocholt	50%
Markt Quartier Eschweiler GmbH	Bocholt	50%
Office Nexus JvL Bonn GmbH	Bocholt	50%
Aston Ten Brinke GmbH	Bocholt	50%
Bollmann-Ten Brinke Projektentwicklung GmbH	Bocholt	50%
HTB Verwaltungs-GmbH	Bocholt	50%
TBW Verwaltungsgesellschaft mbH	Bocholt	50%
Projekt Am Stadtholz Bielefeld GmbH	Bocholt	50%
Ten Brinke Bertram Projektentwicklung GmbH	Bocholt	50%
SeiCon & Ten Brinke Projektentwicklung GmbH	Bocholt	50%
Ten Brinke Dusseldorf GmbH	Bocholt	50%
Barcelona Allee Verwaltungs GmbH	Köln	45%
Barcelona Allee GmbH & Co. KG	Köln	50%
PCE Property Consult Europe GmbH	Hamburg	33%
HTB Projektentwicklung GmbH & Co. KG	Bocholt	50%
Ten Brinke Hamburg Projektentwicklung GmbH & Co. KG	Bocholt	54%
CCU City-Center Ulzburg Verwaltungs GmbH	Bocholt	50%
Schlun Immobilien Düren GmbH & Co. KG	Aachen	50%
Schlun- Ten Brinke Komplementär GmbH	Bocholt	50%
Schlun- Ten Brinke FMZ Niederzier GmbH & Co. KG	Bocholt	50%
Schlun- Ten Brinke Projektentwicklung GmbH & Co. KG	Bocholt	50%
Fortis-Ten Brinke Projektentwicklung GmbH	Bocholt	50%
Allobjekt-Ten Brinke Verwaltungs-GmbH	Bocholt	50%
Hubland Center GmbH & Co. KG	Bocholt	50%
Richter - Ten Brinke Projektentwicklung GmbH	Bocholt	50%
BTB Nideggen GmbH	Bocholt	50%
Kop Dev B.V.	Varsseveld	50%
Campus JLS Bonn GmbH	Emmerich am Rhein	50%
GFTS GmbH	Emmerich am Rhein	50%
Kop Land 1 B.V.	Varsseveld	50%
Vermietergemeinschaft Hechtsheimer Straße	Bocholt	29%
TB-WR Verwaltungsgesellschaft mbH	Bocholt	50%
SITB Office Brixx B.V.	Varsseveld	50%
SITB Rathausplatz Voerde B.V.	Varsseveld	40%
Spargelfeld JLS Bonn GmbH	Bocholt	50%
BLI-Ten Brinke Wohn- und Gewerbebau GmbH	Bocholt	50%
SITB Management B.V.	Varsseveld	50%
SITB LMD Marl B.V.	Varsseveld	50%
Sevas Ten A.E.	Athens	38%
Fotenco A.E.	Athens	38%
TENtec Technical A.E.	Athens	38%

Fiscal position

Tax regime

Ten Brinke Group B.V. is part of the corporation tax group of LOV Beheer B.V. The following companies are part of this tax group:

―	Ten Brinke Group B.V.
―	Briva Holding B.V.
―	Ten Brinke Germany Holding B.V.
―	LOV Beheer B.V.
―	Ten Brinke Materieeldienst B.V.
―	Ten Brinke Services B.V.
―	Ten Brinke Asset Management B.V.
―	Imetaal Holding B.V.
―	Imetaal Stahlbau GmbH
―	Ten Brinke Beteiligung B.V.
―	Ten Brinke IB Verwaltungs-GmbH
―	Ten Brinke Bau Berlin B.V.
―	Ten Brinke Bau Baden-Wurttemberg B.V.
―	Imetaal Komplementar GmbH
―	Industriebau Imetaal GmbH
―	Ten Brinke Bouw B.V.
―	Team-Bouw B.V.
―	Team-Bouw GmbH
―	Ten Brinke Wohnungsbau Beteiligungs GmbH
―	Ten Brinke Baugesellschaft mbH
―	Ten Brinke Projectontwikkeling Varsseveld B.V.
―	Ten Brinke Vastgoedontwikkeling B.V.
―	TBR Planontwikkeling B.V.
―	Ten Brinke Grondexploitatie B.V.
―	MVO Doetinchem B.V.
―	Ontwikkelingscombinatie Raadhuisstraat Losser B.V
―	ITB Retail Park B.V.
―	ITB SVC Nürnberg B.V.
―	ITB NVZ Lemgo B.V.
―	ITB EKZ Datteln B.V.
―	Ten Brinke International B.V.
―	ITB FMZ Siegburg B.V.
―	ITB Lübbecke Arcarden B.V.
―	ITB Berlin Adlershof B.V.
―	ITB Property Grundbesitz B.V.
―	Ten Brinke Spain & Portugal Holding B.V.
―	Ten Brinke CSS B.V.
―	ITB Real Estate B.V.
―	ITB SB Bonn-Beuel B.V.
―	ITB Nürnberg Tempohaus B.V.
―	Ten Brinke Bulgaria Holding B.V.
―	ITB SB Alling B.V.
―	ITB Management Köln-Kalk B.V.
―	TB FMZ Köln-Kalk B.V.
―	ITB Office Bonn Oscar-Romero-Allee B.V.
―	Ten Brinke Poland Holding B.V.
―	ITB FMZ Gütersloh B.V.
―	ITB Management Dusseldorf B.V.
―	ITB SBW Düsseldorf-Rath B.V.
―	ITB FMZ Glückstadt B.V.
―	Snoek B.V.
―	Voorn B.V.
―	ITB Baumarkt Leipzig B.V.
―	ITB FMZ Lüdenscheid-Brügge B.V.
―	ITB EZH Ascheberg B.V.
―	ITB Berlin Teltow B.V.
―	ITB N-Carrée B.V.
―	ITB FMZ Ebhausen B.V.
―	ITB FMZ Frankenberg Acarden B.V.
―	ITB FMZ Niederpleis B.V.
―	Sennen Vastgoed B.V.
―	Ten Brinke The Netherlands Holding B.V.
―	ITB VBM Alsdorf B.V.
―	ITB FMZ Hagen-Boele B.V.
―	ITB FMZ Cochem B.V.
―	ITB Gmund B.V.
―	ITB Office Bonn B.V.
―	ITB Duisburg-Kaiserberg B.V.
―	ITB FMZ Bruckmühl B.V.
―	Ten Brinke Participaties NL B.V.
―	ITB FMZ Plattling B.V.
―	ITB HMQ Regensburg B.V.
―	ITB SBW Remscheid-Lennep B.V.
―	ITB Investment B.V.
―	ITB FMZ Bietigheim-Bissingen B.V.
―	GEG Grundbesitz Bad Oeynhausen B.V.
―	PNO Beheer B.V.
―	Seed 1 B.V.

The following companies have been part of the tax group until the date of sale/dissolution:

―	Bau- und Planungsburo Emmerich GmbH
―	Reggestad Planontwikkeling B.V.
―	MVO Gaanderen B.V.
―	ITB FMZ Bad Driburg B.V.
―	ITB NVZ Flensburg B.V.
―	ITB Management Duisburg-Kaiserberg B.V.
―	ITB Management Nord B.V.
―	ITB Management Remscheid-Lennep B.V.
―	ITB Management FMZ B.V.
―	ITB Management Immo B.V.

The other group companies are independently liable for tax.

Protokoll der Gesellschafterversammlung

Heute fand in unseren Geschäftsräumen eine ordentliche Gesellschafterversammlung unter Verzicht auf alle Form- und Fristvorschriften der Einberufung statt.

Zugegen waren die Gesellschafter:

Ten Brinke Bau GmbH & Co.KG

vertreten durch:

Albert ten Brinke

Es wurden folgende Beschlüsse gefasst:

Der Gesellschafter stimmt zu, dass die Gesellschaft die Befreiung gem. § 264 Abs. 3 HGB in Anspruch nimmt.

Varsseveld 11/11/2024

Ten Brinke Bau GmbH & Co.KG

§§ 264 Abs. 3, 264b HGB zum Geschäftsjahr vom 01.04.2023 bis zum 31.03.2024

Die Ten Brinke Projektentwicklung GmbH & Co.KG (Tochterunternehmen) ist in den von der Ten Brinke Group B.V. (Mutterunternehmen) mit Sitz in den Niederlanden gemeinsam mit den weiteren Obergesellschaften der Ten Brinke-Gruppe nach den Rechtsvorschriften ihres Sitzstaates und im Einklang mit den in § 264 Abs. 3 Satz 1 Nr. 3 HGB genannten Richtlinien aufgestellten und geprüften Konzernabschluss und Konzernlagebericht einbezogen.

Der Gesellschafter des Tochterunternehmens hat der Befreiung von der Verpflichtung zur Anwendung der Vorschriften des Ersten Unterabschnitts sowie des Dritten und Vierten Unterabschnitts des Zweiten Abschnitts des Handelsgesetzbuches für das Geschäftsjahr 2023/2024 zugestimmt.

Das Mutterunternehmen hat sich bereit erklärt, für die von dem Tochterunternehmen bis zum Abschlussstichtag 31.03.2024 eingegangenen Verpflichtungen im folgenden Geschäftsjahr einzustehen.

Die Befreiung des Tochterunternehmens ist im Anhang des Konzernabschlusses des Mutterunternehmens angegeben.

Das Mutterunternehmen hat den Zustimmungsbeschluss der Gesellschafter des Tochterunternehmens, die Einverständniserklärung des Mutterunternehmens sowie den Konzernabschluss, den Konzernlagebericht und den Bestätigungsvermerk zum Konzernabschluss und zum Konzernlagebericht nach § 325 Abs. 1 bis 1b) offengelegt.

Die Geschäftsleitung

§§ 264 Abs. 3, 264b HGB zum Geschäftsjahr vom 01.04.2023 bis zum 31.03.2024

Die Ten Brinke Grundbesitz Berlin GmbH (Tochterunternehmen) ist in den von der Ten Brinke Group B.V. (Mutterunternehmen) mit Sitz in den Niederlanden gemeinsam mit den weiteren Obergesellschaften der Ten Brinke-Gruppe nach den Rechtsvorschriften ihres Sitzstaates und im Einklang mit den in § 264 Abs. 3 Satz 1 Nr. 3 HGB genannten Richtlinien aufgestellten und geprüften Konzernabschluss und Konzernlagebericht einbezogen.

Der Gesellschafter des Tochterunternehmens hat der Befreiung von der Verpflichtung zur Anwendung der Vorschriften des Ersten Unterabschnitts sowie des Dritten und Vierten Unterabschnitts des Zweiten Abschnitts des Handelsgesetzbuches für das Geschäftsjahr 2023/2024 zugestimmt.

Das Mutterunternehmen hat sich bereit erklärt, für die von dem Tochterunternehmen bis zum Abschlussstichtag 31.03.2024 eingegangenen Verpflichtungen im folgenden Geschäftsjahr einzustehen.

Die Befreiung des Tochterunternehmens ist im Anhang des Konzernabschlusses des Mutterunternehmens angegeben.

Das Mutterunternehmen hat den Zustimmungsbeschluss der Gesellschafter des Tochterunternehmens, die Einverständniserklärung des Mutterunternehmens sowie den Konzernabschluss, den Konzernlagebericht und den Bestätigungsvermerk zum Konzernabschluss und zum Konzernlagebericht nach § 325 Abs. 1 bis 1b) offengelegt.

Die Geschäftsleitung

Ten Brinke Grundbesitz Berlin GmbH

Protokoll der Gesellschafterversammlung

Heute fand in unseren Geschäftsräumen eine ordentliche Gesellschafterversammlung unter Verzicht auf alle Form- und Fristvorschriften der Einberufung statt.

Zugegen waren die Gesellschafter:

Ten Brinke Bau Berlin GmbH & Co. KG	vertreten durch:	Ten Brinke IB Verwaltrungs-GmbH
	diese vertreten durch:	Willem ten Brinke

Es wurden folgende Beschlüsse gefasst:

Der Gesellschafter stimmt zu, dass die Gesellschaft die Befreiung gem. § 264 Abs. 3 HGB in Anspruch nimmt.

Varsseveld 12.12.2024

Willem ten Brinke

§§ 264 Abs. 3, 264b HGB zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

Die WR Fünfte Real Estate GmbH (Tochterunternehmen) ist in den von der Ten Brinke Group B.V. (Mutterunternehmen) mit Sitz in den Niederlanden gemeinsam mit den weiteren Obergesellschaften der Ten Brinke-Gruppe nach den Rechtsvorschriften ihres Sitzstaates und im Einklang mit den in § 264 Abs. 3 Satz 1 Nr. 3 HGB genannten Richtlinien aufgestellten und geprüften Konzernabschluss und Konzernlagebericht einbezogen.

Der Gesellschafter des Tochterunternehmens hat der Befreiung von der Verpflichtung zur Anwendung der Vorschriften des Ersten Unterabschnitts sowie des Dritten und Vierten Unterabschnitts des Zweiten Abschnitts des Handelsgesetzbuches für das Geschäftsjahr 2023 zugestimmt.

Das Mutterunternehmen hat sich bereit erklärt, für die von dem Tochterunternehmen bis zum Abschlussstichtag 31.12.2023 eingegangenen Verpflichtungen im folgenden Geschäftsjahr einzustehen.

Die Befreiung des Tochterunternehmens ist im Anhang des Konzernabschlusses des Mutterunternehmens angegeben.

Das Mutterunternehmen hat den Zustimmungsbeschluss d der Gesellschafter des Tochterunternehmens, die Einverständniserklärung des Mutterunternehmens sowie den Konzernabschluss, den Konzernlagebericht und den Bestätigungsvermerk zum Konzernabschluss und zum Konzernlagebericht nach § 325 Abs. 1 bis 1b) offengelegt.

Die Geschäftsleitung

Am alten Bootshafen Kiel GmbH

Bocholt

§§ 264 Abs. 3, 264b HGB zum Geschäftsjahr vom 01.04.2023 bis zum 31.03.2024

Die Am alten Bootshafen Kiel GmbH (Tochterunternehmen) ist in den von der Ten Brinke Group B.V. (Mutterunternehmen) mit Sitz in den Niederlanden gemeinsam mit den weiteren Obergesellschaften der Ten Brinke-Gruppe nach den Rechtsvorschriften ihres Sitzstaates und im Einklang mit den in § 264 Abs. 3 Satz 1 Nr. 3 HGB genannten Richtlinien aufgestellten und geprüften Konzernabschluss und Konzernlagebericht einbezogen.

Der Gesellschafter des Tochterunternehmens hat der Befreiung von der Verpflichtung zur Anwendung der Vorschriften des Ersten Unterabschnitts sowie des Dritten und Vierten Unterabschnitts des Zweiten Abschnitts des Handelsgesetzbuches für das Geschäftsjahr 2023/2024 zugestimmt.

Das Mutterunternehmen hat sich bereit erklärt, für die von dem Tochterunternehmen bis zum Abschlussstichtag 31.03.2024 eingegangenen Verpflichtungen im folgenden Geschäftsjahr einzustehen.

Die Befreiung des Tochterunternehmens ist im Anhang des Konzernabschlusses des Mutterunternehmens angegeben.

Das Mutterunternehmen hat den Zustimmungsbeschluss der Gesellschafter des Tochterunternehmens, die Einverständniserklärung des Mutterunternehmens sowie den Konzernabschluss, den Konzernlagebericht und den Bestätigungsvermerk zum Konzernabschluss und zum Konzernlagebericht nach § 325 Abs. 1 bis 1b) offengelegt.

Die Geschäftsleitung

Protokoll der Gesellschafterversammlung

Heute fand in unseren Geschäftsräumen eine ordentliche Gesellschafterversammlung unter Verzicht auf alle Form- und Fristvorschriften der Einberufung statt.

Zugegen waren die Gesellschafter:

Snoek B.V.	vertreten durch:	Albert ten Brinke
Ten Brinke Bau GmbH & Co. KG	vertreten durch:	Albert ten Brinke
CNP Real Estate B.V.	vertreten durch:	Adriaan Elizabert Frans de Kock

Es wurden folgende Beschlüsse gefasst:

Der Gesellschafter stimmt zu, dass die Gesellschaft die Befreiung gem. § 264 Abs. 3 HGB in Anspruch nimmt.

Varsseveld 28.10.2024

Albert ten Brinke

Adriaan Elizabert Frans de Kock

Übernahmeerklärung der Ten Brinke Group B.V.

Burgemeester van der Zandestraat 21, Varsseveld

gegenüber den nachfolgende aufgeführten Tochtergesellschaften:

―	Ten Brinke Grundbesitz Berlin GmbH, Dinxperloer Straße 18-22, Bocholt; AG Coesfeld HRB 16320
―	Am alten Bootshafen Kiel GmbH, Dinxperloer Straße 18-22, Bocholt, AG Coesfeld HRB 18630
―	WR Fünfte Real Estate GmbH, Dinxperloer Straße 18-22, Bocholt, AG Coesfeld HRB 18120

Hiermit erklären wir, die Ten Brinke Group B.V., Varsseveld Niederlande, als Mutterunternehmen für ihre vorgenannten Tochtergesellschaften, dass sie für die eingegangen Verpflichtungen bis zum Abschlussstichtag 31.03.2024, im folgenden Geschäftsjahr (vom 01.04.2024 bis 31.03.2025) gem. § 264 Abs. 3 Nr. 2 HGB einsteht. Darüber hinaus wird keine Übernahme erklärt.

Varsseveld, 28.10.2024

Petrus Johannes Albertus Zents

Willem ten Brinke