Ten Brinke Group B.V.

Varsseveld

Konzernabschluss zum Geschäftsjahr vom 01.01.2022 bis zum 31.03.2023

Contents

Report from the Board of Directors

Report of the Supervisory Board

Financial statements

Consolidated balance sheet as at March 31, 2023 (after profit appropriation)

Consolidated income statement for the year ended March 31, 2023

Consolidated cash flow statement for the year ended March 31, 2023

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, 2023 (after profit appropriation)

Company income statement for the year ended March 31, 2023

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

Report from the Board of Directors

Foreword

We are pleased to present the Ten Brinke Group B.V. annual report, including our financial statements for the financial year of 2022-2023. The financial statements have been audited by an external auditor, PricewaterhouseCoopers Accountants N.V., who has expressed an unqualified opinion.

The 2022-2023 financial year was a turbulent period for us and for the construction sector as a whole. The ongoing war in Ukraine, sharp rises in inflation, the nitrogen crisis, increasing interest rates and an unstable government (with new legislation) all created uncertainty In the market. These factors caused investors and consumers to become extremely cautious and unwilling to pay high prices.

During the last financial year, our operating profit before tax was € 176 million, with a net profit of € 126 million and a turnover of € 1,152 million. These are great figures, but we must remember that part of this revenue must be attributed to sales from projects obtained during the "boom years". Our operating profit will decline overthe next few years, and we will need to refocus our efforts on the procurement of projects and land and look even more closely at turnover we outsource to subcontractors and suppliers. We will be able to make up much of the operating profit we lose on the sales side via our procurement activity.

We expect the prevailing uncertainty in the market to endure for some time. In anticipation of this fact, we have approached different types of investors (such as housing corporations) and have entered into agreements with them. These challenging circumstances also offer us a host of new opportunities. We have decided to lead the way as pioneers In the field of sustainable development. By involving investors in the development and construction process, and by highlighting sustainable alternatives and current and future regulations to them, we can work together to shape our projects. This approach is part of our responsibility as a company. Our expertise in this field - both now and in the future - makes us a reliable partner and sets us apart from our competitors in the market.

Striving to maintain our margins on our construction turnover is part of our policy as a company. Our goal is not necessarily to increase turnover, but to work together (as a project development and construction company) to choose our projects selectively and to optimise our margins in each specific project.

Developments

Across the world, growth has been severely impacted by inflation, the war in Ukraine and rising interest rates. Interest rates were expected to fall at the end of 2023, but it is now looking like they will remain at the current level, so we will all need to acclimatise to this trend and anticipate high rates for the foreseeable future.

Our financial position (liquidity, balance sheet and an early insight into our profits) is of huge importance and will enable us to take advantage of the opportunities that this market will undoubtedly present. We must maintain this head start on our competitors by monitoring our financial position each and every day. Our management dashboard provides us with all of the latest information. However, we still need to look more critically at the risks associated with projects: not only the sale risk, but also risks connected to the execution of critical elements.

Pursuing a collaborative strategy between project development and construction - by using preparation time and sharing knowledge more effectively and putting the object at the centre of the entire process - is becoming increasingly crucial in these uncertain market conditions. The "bedrijfsbureau" plays a leading role in this approach and forms the link between development and construction. Another important task is to ensure that construction is carried out in accordance with the contracts and legal regulations.

For the 2023-2024 financial year, we expect to see turnover fall by around € 100 million, in part due to the lower production levels generated by the purchase of land. Construction production will remain at roughly the same level. Our gross margin will decline slightly, and our operating profit will also fall as a result of rising general costs, inflation and increased salaries.

Our order book is currently valued at € 1,334 million, which is less than last year (2022-2023: € 1,595 million). The decline in investment in land ownership rights over the past 1.5 years will have an impact on our figures for construction production over the next few years. In response, our sales team is placing more emphasis on third-party construction contracts. In previous years, we aimed for a production split of 75% for in-house development and 25% for third parties. In the current climate, we have adjusted this ratio to 65% for in-house development and 35% for third parties.

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.

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 The Netherlands and Board of Directors Germany
•	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".

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	• Targeting new markets and other types of investors (e.g., housing corporations).	• Regular project monitoring	• Improve by managing projects more closely. Project controller supports management and project manager on a monthly basis
• 70% gross margin for development companies	• Distinctive level of expertise	• Profit forecasts	• Monitor preparation plan to obtain planning permission (objective and schedule planning)
• Operating profit >15% of production value	• Keep general costs transparent	• Management dashboard	• Discuss general costs regularly (local controller & branch management)
	• Encouraging collaborations with sister companies	• Planon	• Improve coordination of "suitable" production projects for construction companies in project development and acquisition
	• Collaborations in terms of knowledge instead of "manpower."	• Competence development Workday	• 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	• Management dashboard	• Deviations must be agreed with Board of Directors
	• Priority for the development of owned land	• Monthly total overview for each country	• Project finance agreed on a country-specific basis (central support from Varsseveld)
		• Liquidity forecasts	• Limit new investments: only if buyer/lessee is known to company
			• 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'	• implement ESG policy	• Ask ESG core team to report on progress of implementation	• Implement ESG policy
• Ongoing continuity of the organisation	• GetTen Brinke "ready for the next generation"	• Regular evaluation of MG, management and organisations	• Training programme for all employees; leadership programme for management
• Be and remain an attractive employer	• Quality above quantity: best employees	• "Workday" output	• Ongoing digitalisation by the IiCT advice group, supported by ICT core teams
	• Professionalisation of construction, development and staff: processes, personnel, digitalisation	• Results of employee survey	• Optimise management dashboard for enhanced management and control options
	• Continue to increase brand recognition	• Strategic personnel planning	• Draw up and update role profiles (FIR core team (staff and line))
	• Continue to promote our core values of "committed, aware and competent" and the 'Ten Brinkioni mindset" in our branches		• 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)
	• Improve collaboration		• Develop job and salary structure
	• increase employees'expertise level
Risk:
• Reduce sale risk	• Reduce sale risk	• Planon and dashboard	• Sales/acquisition team to focus more heavily on sales
• Invested capital	• Collaborating with cybers specialists	• Regular meetings to discuss status of development projects and sales	• Project development to focus more heavily on permit process than on new project acquisition
• Business interruption due to cybercrime		• Regular stress tests	• Focus on completion of projects/land owned by investors
			• Follow up on cybersecurity advisor recommendations

ESG (Environment - Social - Governance)

Last year, in order to further anchor ESG in the DNA of our organisation, we set up an ESG team to develop and implement an ESG policy. The team will manage the process of integrating the policy into our day-to-day operations. We expect to announce the details of the new policy to our stakeholders in the last quarter of 2023.

SDG's (Sustainable Development Goals)

In the process of formulating and implementing our ESG policy, we have used the United Nations' 17 SDGs as a guide and starting point. We have initially selected 10 SDGs to focus on, but over the coming year we will narrow this selection down to six or seven SDGs to maximise our impact on each objective.

Environment

At Ten Brinke, we embrace sustainability as the new standard in everything we do. 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. "We know our customers and we understand the technical aspects of sustainable options and developments in society, and we advise our clients so that they are inclined to invest in sustainability.

We have a lot of technical expertise within the company. The role of our ESG team is to gather and share this knowledge of client requirements and construction methods. Collaboration with our sales team is also a critical element of this process, as this will enable us to share our knowledge with investors and clients and in turn help them keep pace with social developments. Our expertise gives us an enormous head-start over our competitors. Our knowledge has always set Ten Brinke apart, and we will deploy this key strength again now as one of the pillars of our company's continuity.

Social

This criterion encompasses all social factors and the impact that Ten Brinke has on people and wider society. Providing a safe and healthy working environment and equal pay, respecting human rights, promoting employee well-being and involvement, offering training and development opportunities, taking responsibility for the suppliers and partners we collaborate with and getting involved in our local community are all important aspects of social responsibility for Ten Brinke.

Many of these topics are reflected in our pillar of being a good and attractive employer. Being a good employer is part ofand in line with our corporate strategy, our culture and our core values: committed, aware and competent. We have defined our strategy and measures based on the top 10 most important factors for construction sector workers.

Top 10 most important factors for employee satisfaction	Strategy	Measure
1. Pleasant working environment (65%)	Open and transparent communication	TB Connect, Teams, 120-year anniversary celebrations
	Teamwork	Leadership profile and training
	Appreciative Leadership, family culture, core values, social events	Onboarding
2. Salary/employment terms (62%)	Appropriate remuneration and good employment terms based on benchmarks for salary and employment terms in the Netherlands and Germany	Pay scale
		Inflation bonus
		Additional benefits: mobility/cycle to work scheme, working from home, flexible hours, appropriate remuneration for expenses
		Pension based on new system
3. Job security (52%)	Agile organisation	Strategic personnel planning
	Consistent family culture, regardless of economic situation
	Financially healthy
4. Work/life balance (43%)	Healthy balance between team and individual working	Flexible working hours and home office
	Preventing sick leave	Preventive medical checks, ergonomic and safe work environment
	Employee health and well-being
5. Financially healthy (42%)	Shares in remuneration policy	New profit-sharing scheme
6. Flexible working hours (40%)	As appropriate for core activity	Flexible working hours within clear frameworks
7. Interesting work/tasks (40%)	Objectives rather than orders: autonomy	Generic job descriptions
	Responsibilities at a low level in the organisation	Project-based working
		Core teams
		Good digital support
8. Easily accessible workplace (36%)	Decentralised structure	Home office, contractor travel time allowance, allowances, mobility policy, decentralised recruitment
9. Career opportunities (29%)	Employee growth is Ten Brinke growth Transparency in relation to chances and opportunities	Internal application procedure, learning pathways, appraisal cycle, identification of potential, performance management
10. Good training opportunities (16%)	Employee growth is Ten Brinke growth in-house academy	Learning pathways
		Good Habitz
		Individual and team pathways

Employee involvement is important at Ten Brinke. To ensure that all the ideas and needs of all of our colleagues - including the younger generation - are taken on board, we use core teams and project groups to get people involved. This involved, open approach is also key to providing space for innovation.

The evolving market conditions have made it even more important that we remain agile as an organisation. In previous years, our focus was on strengthening our position in the employment market and being a good employer, but this year we shifted our priorities to place greater emphasis on ensuring that our workforce is fit for the future.

With this goal in mind, HR has rolled out a strategic personnel planning initiative in our company over the past year. This initiative is intended to help us understand and maintain a clear picture of our staffing needs now and in the future, from both a quantitative and a qualitative perspective.

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.

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.

Codes of conduct

For Ten Brinke, it is important that every person who represents the company conducts themselves in an appropriate and professional manner. For this reason, we have a code of conduct, an integrity code and a whistle-blowing policy that applies to all employees. The code forms part of the employment contract and is available on TB Connect. In addition, all directors and members of the management team (OMT or MT) have signed our management regulations, which include sections on acting as a role model, conduct, actions and monitoring compliance with the code of conduct. Since 2021, we have required all our employees to complete our integrity module.

Preventing fraud & corruption

Fraud and corruption are serious issues in our society and have the potential to damage the public's trust in our organisation. To minimise the risk of fraud and corruption, we have started conducting a fraud risk analysis. To further raise awareness of the risks of fraud and corruption among employees, we will share the results of this analysis with the entire organisation next year.

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. 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.

Digital environment

When we introduced our new organisational structure, we also created an IT advice group to manage and implement IT policy surrounding the critical process of digitalising the way we work. To further boost the effectiveness of the IT advice group, and to get the organisation more closely involved in IT projects, we have adjusted the composition of the team. Digitalisation isn't solely the responsibility of IT; it's a task for the entire organisation.

We are also planning to roll out a new, more structured way to launch new IT projects. In the new process, the project team will introduce the project In a project document, which will provide the IT advice group with the information they need to make a well-informed decision prior to starting a new IT project.

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.

Financial position

2022-2023 in review

During the last financial year, our operating profit before tax was €176 million, with a net profit of €126 million and a turnover of €1,152 million.

Liquidity

To remain financially healthy, it is essential that we monitor our cashflows on a daily basis. We believe that land and developed projects prices will fall significantly, alongside costs for raw materials, supplies and subcontractors. This decline has not yet reached its lowest point, so we must continue to be patient and keep exploring the market.

In these uncertain times, we need at least €100 million in available funds to absorb any unexpected costs or to take advantage of opportunities when they arise. This is monitored on a dally basis and we take actions when necessary. Our focus is not on growing our turnover (as we have already increased this by an average of €100 million per year over the past 10 years), we prefer to focus on projects with healthy margins and limited levels of risk. We need to significantly reduce our invested capital to ensure that we do not expose ourselves to risk unnecessarily if the demand for projects declines further.

We have only managed to achieve part of the planned reduction in our invested capital. However, we have strengthened our cash position by reducing our investment in ownership rights. To provide scope to increase our liquidity reserve, we extended our credit facility with ING by €50 million last year. One of the results of this measure is that we do not need to sell projects solely to boost our liquidity, which means that we can choose to sell only when the price and terms are right for us.

Outstanding bank guarantees are at around €230 million.

On the balance sheet date, our solvency was 58.95% (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. We want to limit shareholder risk capital to a defined maximum level.

Margins

Our overall project margins will be lower this year than in previous years. This is primarily because our development/sale margins have declined. We believe that we will be able to recoup part of this reduction by increasing the aforementioned procurement margins.

In Germany, we applied for and have been awarded around €70 million in subsidies. Of course, these subsidies will only be paid out when the prescribed construction/energy standards - and therefore the terms of the subsidy - have been satisfied. The construction companies must comply with all laws and regulatory requirements and be able to clearly demonstrate that they have done so.

We continued to achieve high margins in 2022-2023. Our sales margins cannot be maintained in the current market conditions, and once again we will need to achieve our margins in procurement instead. From experience, we know that high sales prices generally produce an equivalent rise in procurement prices, which creates a temporary vacuum effect; eventually, the lower sales prices, a lack of orders and bankruptcies result in falling procurement prices. During the financial crisis of 2009-2013, we proved that it is possible to achieve a decent procurement result in these economic conditions. Our subcontractors and suppliers will be subject to further price pressure; we believe that this is the right course of action and we will be sending a strong message to this effect to the organisations.

Results

Summary of the consolidated income statement:

	2022/2023		2021/2022
(* 1.000)	€	%	€	%
Total operating revenue	1,151,553	100.0	1,246,902	100.0
Added value	323,475	28.1	353,547	28.4
Direct personnel costs	-23,695	-2.1	-20,573	1.7
Gross margin	299,780	26.0	332,974	26.7
Indirect personnel costs	75,037	6.5	67,065	5.4
Depreciation	6,826	0.6	6,666	0.5
Other operating expenses	41,852	3.6	42,550	3.4
Total general costs	123,715	10.7	116,281	9.3
Operating result	176,065	15.3	216,693	17.4
Financial income and expenses	-7,384	-0.6	-4,596	-0.4
Participations	2,536	0.2	6,744	0.6
Group profit (before tax)	171,217	14.9	218,841	17.6

Multiyear overview

	2022/2023	2021/2022	2020/2021	2019/2020
Solvency
Solvency ratio ^*	58.95%	56.25%	52.00%	52.83%
Liquidity
Current ratio	2.65	3.29	3.43	3.44
Profitability ( ^* € 1.000)
Operating result	176,065	216,693	168,181	146,135
Net result	125,575	161,226	115,940	112,950
EBITDA ^**	192,697	242,517	184,957	174,613
Activities ( ^* € 1.000)
Operating revenue	1,151,553	1,246,902	1,089,446	910,869
Gross margin	299,780	332,974	276,382	247,811
Gross margin / operating revenue	26.0%	26.7%	25.4%	27.22%
Operating result / operating revenue	15.3%	17.4%	15.4%	16.0%
EBITDA / operating revenue	16.7%	19.4%	17.0%	19.2%

^* 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).

As a result of adjustment of the Council for Annual Reporting (RJ) to the guideline RJ 221 "Work in progress", there has been a system change that is explained in the 2022-2023 annual accounts. This system change has an impacton the calculation ofthe solvency ratio. The comparative figures have been adjusted accordingly.

^** 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.

Segmental information by market area and activities

Invoiced installments 2022-2023 ( ^* € 1,000):

Country ^*	Utility development	Utility construction	Housing development	Housing construction	CSS
Germany	186,726	250,120	372,744	429,381	16,555
The Netherlands	39,055	7,260	47,139	114,881	22,870
Greece	12,212	-	7,140	-	-
Spain	66,195	2,035	12,652	8,160	-
Total	304,188	259,415	439,675	552,422	39,425
%	19.1%	16.3%	27.6%	34.6%	2.5%
Germany	8,225	124,070	2,566	217,528	9,287
The Netherlands	4,800	1,659	0,357	7,179	17,729
Greece	-	-	-	-	-
Spain	-	2,035	-	6,760	-
Internal	13,025	127,764	2,923	231,467	27,016
Germany	178,501	126,050	370,178	211,853	7,268
The Netherlands	34,255	5,601	46,782	107,702	5,141
Greece	12,212	-	7,140	-	-
Spain	66,195	-	12,652	1,400	-
External/partlclpatlons	291,163	131,651	436,752	320,955	12,409

Country ^*	Total	Internal	External/ participations	%
Germany	1,255,526	361,676	893,850	74.9%
The Netherlands	231,205	31,724	199,481	16.7%
Greece	19,352	-	19,352	1.6%
Spain	89,042	8,795	80,247	6.7%
Total	1,595,125	402,195	1,192,930	100.0%
%	100.0%
Germany	361,676	361,676	-	-
The Netherlands	31,724	31,724	-	-
Greece	-	-	-	-
Spain	8,795	8,795	-	-
Internal	402,195	402,195	-	-
Germany	893,850	-	893,850	74.9%
The Netherlands	199,481	-	199,481	16.7%
Greece	19,352	-	19,352	1.6%
Spain	80,247	-	80,247	6.7%
External/partlclpatlons	1,192,930	-	1,192,930	100.0%

^* Geographical segmentation based on the location of the projects

Risk management

As a company, we adopt a risk-averse strategy and only invest in new land/projects where a significant portion of the property has already been sold, or where lease income and planning permission have been secured. In the tense market conditions of recent years, we have occasionally moved away from this strategy due to unprecedented levels of market demand. However, the tide has now turned once more and in February 2022, we responded to the rapidly evolving conditions by deciding that we would only invest in land with a known exit strategy. We do not construct properties to stand empty and unused, and keeping our order book full of projects from in-house development and for third parties requires close coordination between project development, the sales team and the management of our construction companies.

The scope and complexity of our projects and investors reguire us to take a different approach: There is less room to interpret contracts freely and we need to ramp up quality to reduce warranty-related costs and prevent quality-related disputes. We can do all of this by starting to collaborate with our sister companies and subcontractors at an earlier stage in the process. We must prioritise our actions according to what generates the most profit.

We must hone in on and pay close attention to land purchases (developed and undeveloped), the outsourcing of orders to advisors/subcontractors/suppliers, and expenditure that is classified as general costs. We also need to pay close attention to the contents of our contracts and further optimise sales.

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 aim to strike the right balance between entrepreneurship and the risk profile that ten Brinke is willing to accept. Our overall risk management strategy is designed to manage risk and aims to minimise any negative impact on the company's financial performance. Our willingness to take risks and the way we weigh up opportunities against risks differs depending on the type of risk.

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	Limited: good balance between investment and effectiveness.
	- Investing in talent / responsibilities at a low level in the organisation	Zero: for health, safety and environment.
		High: given excess in construction/liability/design insurance.
Financial	-Turnover only increased if margin retained	Low: in relation to liquidity risks.
	- Financial independence
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	Medium	- Maintain a moderate approach to outsourcing and anticipate market developments
market		- Lixed 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	Medium	- Prepare all work carefully
safety		- 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 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 100 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

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.

Varsseveld, December 5, 2023

On behalf of the board of directors,

A. Ten Brinke

W. Ten Brinke

P.J.A. Zents

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 2022/2023, 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 2022/2023 financial statements, including the proposed appropriation of profit;
•	Discharge the members of the Board of Directors for their management during the financial year 2022/2023;

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 5, 2023

Supervisory Board

F.F.M. Hagemann

A.E.F. de Kock

W.J. Fuhrmann

Consolidated balance sheet as at March 31, 2023 (after profit appropriation)

	March 31, 2023		March 31, 2022
(x 1,000)	€	€	€	€
Fixed assets
1. Tangible fixed assets	31,201		33,786
2. Financial fixed assets	17,613		15,505
		48,814		49,291
Current assets
3. Inventories	532,024		463,876
4. Work in progress for third parties	203,075		320,762
5. Receivables	117,574		111,341
6. Cash and cash equivalents	64,374		31,511
		917,047		927,490
Total assets		965,861		976,781
Group equity
7. Shareholder's equity	569,125		547,050
8. Minority interests	6,765		6,055
		575,890		553,105
9. Provisions		36,302		57,928
10. Non-current liabilities		7,260		32,260
11. Current liabilities
Work in progress for third parties ^*	63,692		74,101
Trade creditors	64,571		70,978
Taxation	42,114		13,902
Taxes and social insurance contributions	4,691		17,269
Borrowings	102,295		100,155
Liabilities to shareholder	8,741		14,552
Payable on completed projects	35,057		30,283
Accruals and deferred liabilities	25,248		12,248
		346,409		333,488
Total liabilities		965,861		976,781

^* Comparative figures adjusted, see further explanation under accounting principles

Consolidated income statement for the year ended March 31, 2023

	2022/2023		2021/2022
(x 1,000)	€	€	€	€
12. Net revenue	1,087,963		1,196,147
Rental income	6,044		3,362
Change in balance sheet value work in progress	57,546		47,393
Operating revenue		1,151,553		1,246,902
Expenses
13. Cost of raw materials and consumables	(228,195)		(351,423)
Cost of contracted-out work and other external costs	(599,883)		(541,932)
14. Wages and salaries	(80,726)		(71,202)
15. Social security charges	(18,007)		(16,436)
16. Depreciation on tangible fixed assets	(6,826)		(6,666)
17. Other operating expenses	(41,851)		(42,550)
		(975,488)		(1,030,209)
Operating result		176,065		216,693
Financial income	132		1,580
Financial expense	(7,516)		(6,176)
18. Result from participations	2,364		6,680
Other financial assets	172		64
		(4,848)		2,148
Result before tax		171,217		218,841
19. Tax on result		(36,807)		(53,923)
Result after tax		134,410		164,918
8. Minority interest in result of group companies		(8,835)		(3,692)
Net result		125,575		161,226

Consolidated cash flow statement for the year ended March 31,2023

		2022/2023		2021/2022
(x 1,000)		€	€	€	€
Operating result			176,065		216,693
Adjustments for:
Depreciation on tangible fixed assets	(16)	6,826		6,666
Change in provisions	(9)	(2,190)		1,782
			4,636		8,448
			180,701		225,141
Movements in working capital
Work in progress third parties	(4)	107,278		(101,447)
Work in progress	(3)	(115,019)		(39,383)
Land	(3)	419		1,333
Finished products (completed projects)	(3)	46,364		(30,880)
Materials	(3)	88		(264)
Receivables	(5)	(6,233)		446
Current liabilities	(11)	6,032		9,880
			38,929		(160,315)
Cash flow from ordinary activities			219,630		64,826
Interest received and paid		(7,384)		(4,596)
Corporate income tax paid	(19)	(41,086)		(44,479)
			(48,470)		(49,075)
Cash flow from ordinary activities			171,160		15,751
Investments in financial fixed assets	(2)	(4,779)		(17,104)
Disposals of financial fixed assets	(2)	3,797		9,517
Investments in tangible fixed assets	(1)	(4,979)		(8,083)
Disposals of tangible fixed assets	(1)	739		817
Cash flow from investing activities			(5,222)		(14,853)
Dividends paid	(22)	(110,215)		(25,000)
Repayments of long-term loans	(10)	(25,000)		(42,000)
Proceeds from borrowings	(11)	80,755		103,639
Movement in debts to lending institutions	(11)	(78,615)		(49,527)
Cash flow from financing activities			(133,075)		(12,888)
Movements during the financial year			32,863		(11,990)
Balance as at April 1	(6)		31,511		43,501
Balance as at March 31	(6)		64,374		31,511

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 and Spain. 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 voorde 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.

Change in accounting policyThe Council for Annual Reporting (RJ) has made changes to the guideline RJ 221 "Work in progress". It is no longer permitted to present the balance of all work in progress as one total in the balance sheet. From the current financial year, work in process will presented as an asset if the balance of a project shows a debit balance. A credit balance is treated as a liability.

In addition, it was previously determined that until a project was completed revenue from that project was presented in the profit and loss account as net revenue or as a change in work in progress. This option has expired. The RJ has now decided that revenue from work in progress must be recognised as net revenue in the profit and loss account.

The adjustments have been applied retrospectively and have not led to an effect on equity and/or results.

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 Plamburg 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 407.1 a, 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

Entitles 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 production- related indirect fixed and variable costs.

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 undertax 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.

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:

(x 1,000)	Land and buildings €	Plant and equipment €	Other tangible fixed assets €	Total €
As at April 1, 2022
Cost of acquisition	38,284	10,312	26,806	75,402
Accumulated depreciation	(18,536)	(7,480)	(15,600)	(41,616)
Book value	19,748	2,832	11,206	33,786
Changes in book value
Investments	248	219	4,512	4,979
Depreciation	(1,941)	(840)	(4,045)	(6,826)
Disposals	(3,014)	(519)	(3,424)	(6,957)
Depreciation on disposals	2,810	441	2,968	6,219
	(1,897)	(699)	11	(2,585)
As at March 31, 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
Depreciation percentages	0-10	10-20	20-33

2. Financial fixed assets

The movements in the financial fixed assets are as follows:

(x 1,000)	Participations €	Other participating interests €	Total €
As at April 1, 2022	14,719	786	15,505
Changes in 2022/2023
Share in result for the year	246	77	323
Change in scope of consolidation	(24)	-	(24)
Investments	3,392	-	3,392
Dividend	(1,216)	(145)	(1,361)
Disposals	(208)	(14)	(222)
	2,190	(82)	2,108
As at March 31, 2023	16,909	704	17,613

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

3. Inventories

The composition of inventories is as follows:

(x 1,000)	March 31, 2023 €	March 31, 2022 €
Materials	800	888
Land	1,013	1,432
Work in progress	528,813	413,794
Finished products (completed projects)	1,398	47,762
	532,024	463,876

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 € 27.7 million (March 31, 2021 : € 14.1 million). A provision of € 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 € 167 million (2021 -2022: € 187 million).

4. Work in progress for third parties

Work in progress for third parties as at March 31:

(x 1,000)	March 31, 2023 €	March 31, 2022 €
Costs including profits based on percentage of completion, minus provisions for losses	1,205,163	1,366,911
Invoiced installments	(1,065,780)	(1,120,250)
Work in progress for third parties	139,383	246,661
Work in progress for third parties with a credit balance	63,692	74,101
Work in progress for third parties with a debit balance	203,075	320,762
5. Receivables
The composition of receivables is as follows:
Trade debtors	65,749	62,047
Receivables from group companies	8,999	15,495
Completed projects to be invoiced	14,528	9,467
Other receivables and accrued income	28,298	24,332
	117,574	111,341

Further explanation of receivables:

Provision for debtors	4,200	7,500
Long-term part of debtors (after deduction of provision)	5,700	5,500
Fixed-interest loans on participations and third parties	26,000	26,600
Long-term part fixed-interest loans	5,900	11,100

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:

(x 1,000)	March 31, 2023 €	March 31, 2022 €
Banks	64,321	31,463
Cash	53	48
	64,374	31,511

Cash and cash equivalents include € 0.1 million in blocked balances. The other cash and cash equivalents are at free disposal.

Credit facility

Ten Brinke can draw on a € 160 million (March 31, 2022: € 119 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:

	2022/2023		2021/2022
(x 1,000)	€	€	€	€
As at April 1		547,050		410,824
Consolidated net result attributable to the shareholders of the legal entity	125,575		161,226
Total of the direct changes in equity as part of the group equity	-		-
Total result		125,575		161,226
Dividend payment shareholders	(103,500)		(25,000)
Total movement in equity in relation to shareholders		(103,500)		(25,000)
As at March 31		569,125		547,050

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:

(x 1,000)	2022/2023 €	2021/2022 €
Balance as at April 1	6,055	14,991
Changes in 2022/2023
Minority interest in result of group companies	8,835	3,692
Share premium deposits	4,000	-
Dividends	(10,715)	(12,561)
Change in consolidation scoping	(294)	-
Purchase and sale of interests	(1,210)	(67)
Other mutations	94	-
	710	(8,936)
Balance as at March 31	6,765	6,055

9. Provisions

The composition of the provisions is as follows:

(x 1,000)	Guarantee obligations €	Rental guarantee €	Deferred tax liabilities €	Jubilee payments €	Total €
As at April 1, 2022	14,506	2,108	40,514	800	57,928
Changes in 2022/2023
Addition	1,492	488	17,918	91	19,989
Withdrawals	(4,000)	(261)	(39,641)	-	(43,902)
Change in consolidation scoping	-	-	2,287	-	2,287
	(2,508)	227	(19,436)	91	(21,626)
As at March 31, 2023	11,998	2,335	21,078	891	36,302

The term of the provisions is as follows:

Less than 1 year	3,428	928	21,078	33	25,467
Longer than 5 year	571	196	-	736	1,503

10. Non-current liabilities

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

(x 1,000)	As at April 1, 2022 €	Withdrawn 2022/2023	Repayments 2022/2023 €	As at March 31, 2023 €
Mizar B.V.	7,260	-	-	7,260
Gemeenschappelijk Belang B.V.	25,000	-	(25,000)	-
	32,260	-	(25,000)	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.

Gemeenschappelijk Belang. B.V.: concerns a loan of € 25 million created on May 16, 2019. A fixed interest rate of 6% is payable on the principal for the first two years. As of April 1, 2022, the interest rate is 4% until the end of the term. The agreement has been entered into for five years and ends on May 16, 2024. The debtor is at all times authorized to repay the principal sum early. At the first request of the creditor, the debtor is obligated to provide additional security in a form to be determined by the creditor. This loan was repaid in full during the financial year.

11. Current liabilities

Trade creditors

As a result of withholding for the guarantee period, the trade creditors include an amount of approximately € 9.1 million (previous year: € 7.8 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, all consolidated 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.

The following subsidiaries have made use of the exemption provision in section 3 of § 264 HGB:

―	Ten Brinke Bau GmbH
―	TBB-Imetaal Wohnungsbau GmbH

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 € 25 million (previous year: € 89 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 € 171 million (previous year: € 145 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, 2023, the guarantees provided amount to € 193 million (previous year: € 225 million).

Ten Brinke has bank guarantee facilities with several credit institutions. The total size amounts to €436 million (31 March 2022: € 426 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 € 15 million (previous year: € 13 million). The term of the commitments can be broken down as follows:

(x 1.000)	March 31, 2023 €
Less than 1 year	3,481
Longer than 5 year	3,201

Notes to the consolidated income statement

12. Net revenue

(x 1.000)	2022/2023 €	2021/2022 €
Segmental information by area:
Germany	829,744	827,747
The Netherlands	193,796	228,456
Greece	22,177	68,178
Spain	42,246	71,766
	1,087,963	1,196,147
Segmental information by activity:
Development	798,446	629,832
Construction	652,361	857,213
Suppliers	39,351	41,986
Total	1,490,158	1,529,031
Internal	(402,195)	(332,884)
External/participations	1,087,963	1,196,147
13. Cost of raw materials and consumables
Land	108,624	250,094
Materials	119,571	101,329
	228,195	351,423

14. Wages and salaries

Average number of employees by activity:

Development	211	209
Construction	721	727
Suppliers	105	112
Assetmanagement	-	2
Staff/holding	160	156
	1,197	1,206

In 2022/2023,553 of the average number of employees worked outside the Netherlands (2021/2022: 542).

15. Social security charges

(x 1,000)	2022/2023 €	2021/2022 €
Pension premium	7,477	7,026
Business association premium	5,326	4,675
Health insurance	5,198	4,733
Sickness benefits	6	2
	18,007	16,436

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 forthe 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.

The third pension fund concerns a contribution plan with an insurance company. This pension plan started on January 1, 2018 and is as of January 1, 2021 extended for a period of five years where the available premium scale is based on a discount rate of 2%. The level of the scale used is derived from the costs of an average pay plan by Aegon Levensverzekeringen N.V.. Ten Brinke bears the risk for changes to tax laws and regulations. The employee bears the remaining risks in the pension plan. Ten Brinke has co-insured the consequences of disability of the employees and value transfer. The insurer is supervised by DNB.

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, 2023	March 31, 2022
Pension fund for the construction industry	122.1%	129.2%
Pension fund for the metalworking and mechanical engineering industry	107.5%	108.2%

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. Depredation of tangible fixed assets

(x 1,000)	2022/2023 €	2021/2022 €
Land and buildings	1,941	1,888
Plant and equipment	840	932
Other tangible fixed assets	4,045	3,846
	6,826	6,666

17. Other operating expenses

Other personnel costs	3,452	2,961
Housing costs	4,641	2,934
Sales costs	13,540	13,660
Equipment and manufacturing costs	7,301	6,230
Office costs	5,249	5,410
General costs	2,178	2,689
Various income and expenses	5,490	8,666
	41,851	42,550

18. Result from participations

The result from participations includes the result from non-consolidated participating interests of € 0.3 million (2021/2022: € 3,2 million) and the book results from sales of participating interests of € 2.2 million (2021/2022: €3.5 million).

19. Tax on result

Corporate income tax current financial year	70,734	42,220
Corporate income tax previous financial year	(1,437)	(4,276)
Deferred corporate income tax	(32,490)	15,979
	36,807	53,923
Applicable tax rate	25.8%	25.0%
Effective tax rate	21.8%	25.4%

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.

Audit fees

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

(x 1,000)	2022/2023 €	2021/2022 €
Audit of the financial statements	298	255
Other audit services	-	8
Tax services	-	-
Other non-audit services	-	-
	298	263

The fees listed above relate to the procedures applied to the company and its consolidated group entitles 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 2022-2023 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	490	490
Supervisory board	90	90
	580	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, 2023 (after profit appropriation)

	March 31, 2023		March 31, 2022
(x 1,000)	€	€	€	€
Fixed assets
20. Financial fixed assets		423,230		391,828
Current assets
21. Receivables	127,556		173,672
Cash and cash equivalents	39,091		5,770
		166,647		179,442
Total assets		589,877		571,270
22. Equity
Issued capital	31		31
Share premium reserve	341		341
Statutory reserves	6,300		5,711
Other reserves	562,453		540,967
		569,125		547,050
23. Non-current liabilities		7,260		7,260
Current liabilities		13,492		16,960
Total liabilities		589,877		571,270

Company income statement for the year ended March 31, 2023

(x 1,000)	2022/2023 €	2021/2022 €
Result from participations after tax	115,493	154,964
Company result after tax	10,082	6,262
	125,575	161,226

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:

(x 1,000)	Participations €
As at April 1, 2022	391,828
Changes in 2022/2023
Result from participations	115,492
Dividend	(84,090)
	31,402
As at March 31, 2023	423,230

21. Accounts receivable

The accounts receivable are composed as follows:

(x 1,000)	March 31, 2023 €	March 31, 2022 €
Receivables from group companies	113,492	164,502
Other receivables	14,064	9,170
	127,556	173,672

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.

(x 1,000)	2022/2023 €	2021/2022 €
As at April 1	5,711	5,788
Change in retained earnings from participations	1,383	3,907
Change in scope of consolidation	-	492
Dividend	(603)	(4,350)
Disposals	(191)	(126)
As at March 31	6,300	5,711
Other reserves
The movement is as follows:
As at April 1	540,967	404,664
Profit appropriation	125,575	161,226
Change in statutory reserves of retained earnings from participations	(589)	77
Dividend	(103,500)	(25,000)
As at March 31	562,453	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 € 5.4 million (2021/2022: € 4.6 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

(x 1,000)	2022/2023 €
It is proposed to distribute the result as follows:
Addition to the other reserves	125,575
	125,575

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

Varsseveld, December 5, 2023

A. ten Brinke
on behalf of A. ten Brinke Beheer B.V.

On behalf of the board of directors,

W. ten Brinke

P.J.A. Zents

Varsseveld, December 5, 2023

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 supervisory board of Ten Brinke Group B.V.

Report on the audit of the financial statements 2022/2023

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 2023, 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 2022/2023 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 2023;
•	the consolidated and company income statement for the year then ended at 31 March 2023; 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. We note that the board of directors has not formalised its fraud risk assessment, but is developing this assessment as described in the 'Report from the Board of Directors' paragraphs 'Governance' and 'Risk management'.

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.

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	We evaluated the design and implementation of the internal control system in the processes of generating and processing journal entries and making estimates.
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 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.
That is why, in all our audits, we pay attention to the risk of management override of controls in:	We have not identified any significant control deficiencies.
• the appropriateness of journal entries and other adjustments made in the preparation of the financial statements;	We performed our audit procedures primarily substantive based.
• estimates;	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.
• significant transactions, if any, outside the normal course of business for the entity.	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 pay particular attention to tendencies due to possible interests from the board of directors.	We did not identify any significant transactions outside the normal course of business.
The risk of fraudulent financial reporting due to overstating the revenue	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.
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.	Our audit procedures did not lead to specific indications of fraud or suspicions of fraud with respect to management override of controls.
The objective for Ten Brinke Group B.V. 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:	We evaluated the design and implementation of the internal control system in the processes of monitoring projects and making estimates.
- allocating costs of lossmaking projects to profitable projects;	We have not identified any significant control deficiencies.
- not including all losses by decreasing the estimates of costs yet to be incurred in the project forecast;	We performed our audit procedures primarily substantive based.
- allocating revenue that has not (yet) been agreed on with the client to positively affect the result.	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	We evaluated the design and implementation of the internal control system in the processes of acquisition of projects and cash transactions.
Ten Brinke Group B.V. 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 have not identified any significant control deficiencies.
We identified a specific risk with regard to the acquisition of projects abroad as well as cash transactions.	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 its assessment of the entity's ability to continue as a going concern for at least twelve 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, among other matters:

•	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. Among other matters, the board of directors took into consideration the liquidity forecast and the expected developments as described in the 'report of the board of directors';
•	evaluating the board of directors' current budget including cash flows for at least twelve 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

The annual report contains other information. This includes all information in the annual report 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, 5 December 2023

PricewaterhouseCoopers Accountants N.V.

Original has been signed by

M.E. Zeephat RA

Appendix to our auditor's report on the financial statements 2022 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.

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 Asset Management B.V.	Varsseveld	100%
Imetaal Holding B.V.	Ulft	100%
PBC - Projektplanung Bau-Consulting GmbH	Emmerich	100%
Bau- und Planungsbüro Emmerich 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 Grundstücks- 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	89%
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 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%
Ten Brinke Vastgoedontwikkeling Enter VOF	Varsseveld	100%
T.B.E.C. 6 B.V.	Varsseveld	100%
T.B.E.C. 8 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%
MVO Gaanderen B.V.	Doetinchem	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%
Logistik Am alten Flughafen GmbH	Bocholt	100%
Patricius Wohnbaugesellschaft mbH	Bocholt	60%
WKS Berlin GbR	Bocholt	78%
Hellmann 5. Grundbesitz GmbH	Bocholt	100%
Coraidelstein Immobilien GmbH	Bocholt	60%
Projekte Deutschland.Immobilien Kißlegg GmbH	Bocholt	89%
Projekte Deutschland.Immobilien Moosthenning GmbH	Bocholt	89%
STW Magdeburg GmbH	Bocholt	89%
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%
Ten Brinke Health-Care GmbH	Bocholt	100%
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	82%
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	90%
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%
Marktgemeinde Eckental B.V.	Varsseveld	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 FMZ Bad Driburg 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 Rödental 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 Grundbesitz B.V. & Co. KG	Bocholt	100%
ITB Management Düsseldorf B.V.	Varsseveld	100%
ITB SBW Düsseldorf-Rath B.V.	Varsseveld	100%
ITB SBW Düsseldorf-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 Röhrmoos B.V.	Varsseveld	85%
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%
ITB Bonn Maximilianstraße GmbH & Co. KG	Bocholt	100%
Whale Verwaltungs GmbH	Bocholt	100%
Sennen Vastgoed B.V.	Varsseveld	76%
Ten Brinke The Netherlands Holding B.V.	Varsseveld	100%
ITB VBM Alsdorf B.V.	Varsseveld	100%
ITB Office Komplementär 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 Management Duisburg-Kaiserberg B.V.	Varsseveld	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 Management Nord B.V.	Varsseveld	100%
ITB LMD Osterrönfeld 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 Management Remscheid-Lennep B.V.	Varsseveld	100%
ITB 5BW Remscheid-Lennep B.V.	Varsseveld	100%
ITB Management FMZ B.V.	Varsseveld	100%
ITB Management Immo 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-Württemberg GmbH	Böblingen	100%
ITB Komplementär GmbH	Bocholt	100%
ITB FMZ Fockbek B.V.	Varsseveld	54%
TBP Objekt 2 GmbH	Münster	100%
Leoland GmbH & Co. KG	Münster	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 MÜC 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 Sur S.L.	Madrid	100%
Ten Brinke Oro S.L.	Madrid	100%
Desarrollos Loglstlcos 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%
Biktenko A.E.	Athens	75%
Sartenco A.E	Athens	75%
Ten Brinke Crete Store's A.E.	Athens	75%
Tekepo A.E.	Athens	75%
Pilvenco A.E.	Athens	75%
Develco A.E.	Athens	75%
Evitenco A.E.	Athens	65%
Hourdenco A.E.	Athens	74%
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%
Stathmos A.E.	Thessaloniki	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%
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
TBW Grundbesitz Hubertus FFB GmbH & Co. KG	Bocholt	100%
Vastgoed Advies Nederland B.V.	Varsseveld	98%
Bouwmarkt Apeldoorn-Noord B.V.	Dongen	100%
NF Properties B.V.	Oosterhout	100%
T.B.E.C. 7 B.V.	Varsseveld	100%
Areal Langenzenn B.V.	Varsseveld	74%
ITB Real Property B.V.	Varsseveld	100%
ITB Grundbesitz Raunheim B.V.	Varsseveld	100%
ITB Grundbesitz Rosenheim B.V.	Varsseveld	100%
ITB Grundbesitz Rosenheim GmbH & Co. KG	Bocholt	100%
Bürgerspitalareal Amberg GmbH & Co. KG	Regensburg	100%
ITB Property Grundbesitz B.V. & Co. KG	Bocholt	100%
ITB Management Darmstadt B.V.	Varsseveld	100%
ITB Management West B.V.	Varsseveld	100%
ZOB Düren B.V. & Co. KG	Bocholt	100%
ITB Bestuur B.V.	Varsseveld	100%
ITB FMZ Ka-LI B.V.	Varsseveld	100%
ITB Management II B.V.	Varsseveld	100%
Steur B.V.	Varsseveld	67%
Kommeraal B.V.	Varsseveld	100%
ITB FMZ Oelde B.V.	Varsseveld	100%
ITB Grundbesitz Nordholz B.V.	Varsseveld	100%
ITB Management Süd B.V.	Varsseveld	100%
ITB EKZ Unna B.V.	Varsseveld	90%
Ten Brinke Ekis S.L.	Madrid	100%
Global Retail Invest Real Estate S.L.	Madrid	100%
Global Retail Invest Development S.L	Madrid	100%
Varkepo A.E.	Athens	75%
Rodenco A.E.	Athens	75%
Vosenco A.E.	Athens	75%
Theorenco S.A.	Athens	75%
Ipantie SA	Athens	75%
Vivanenco A.E.	Athens	75%
Ten Brinke Bulgaria BG EOOD i.o.	Sofia	100%
Ten Brinke Developm. Bulgaria EOOD to.	Sofia	67%

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%
Büscher Systembau GmbH	Heek	50%
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%
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%
TBK Rotterdam B.V.	Varsseveld	50%
Ten Brinke Lubbers Projectontwikkeling B.V.	Varsseveld	50%
Ten Brinke Inspire Vastgoedontwikkeling B.V.	Varsseveld	50%
Fryslân Projecten B.V.	Varsseveld	50%
VB Gebouw Grond B.V.	Varsseveld	50%
Ten Brinke Slot Projectontwlkkellng B.V.	Varsseveld	50%
Ten Brinke CoHof B.V.	Varsseveld	50%
Laakhaven Verheeskade II B.V.	Varsseveld	33%
Hembrug Zaandam B.V.	Arnhem	30%
Porten Houthavenkade B.V.	Amsterdam	50%
Ten Brinke Rosetree B.V.	Varsseveld	50%
Prinses Beatrixlaan B.V.	Rotterdam	50%
Weesp Invest B.V.	Amsterdam	50%
Parsleyroad Invest B.V.	Haarlem	50%
Ten Brinke Couwenberg B.V.	Varsseveld	50%
Ten Brinke DUQER B.V.	Varsseveld	50%
Ten Brinke Poortier Romein Projecten VOF	Varsseveld	50%
Ten Brinke Rosetree Zwolle B.V.	Varsseveld	50%
Zwanenveld B.V.	Doetlnchem	50%
Zwanenveld Ontwlkkellng B.V.	Doetlnchem	50%
Stockhorst I C.V.	Doetlnchem	50%
BB-TB Verwaltungs- GmbH	Bocholt	50%
InnovationsPark VS Objekt GmbH	Mainz	50%
Lu big Real Estate GmbH & Co. KG	Bocholt	50%
HTB NVZ Coppenbrügge GmbH	Bocholt	50%
HTB NVZ Aerzen GmbH	Bocholt	50%
Dahmestraße 6 Projekt GmbH	Bocholt	50%
HTB NVZ Neuenkirchen Bramsche GmbH	Bocholt	50%
HTB NVZ Ladbergen GmbH	Bocholt	50%
HTB NVZ Leopoldshöhe GmbH	Bocholt	50%
Campus JLS Bonn BA II GmbH	Bocholt	50%
Markt Quartier Eschweiler GmbH	Bocholt	50%
Aston Ten Brinke GmbH	Bocholt	50%
Bollmann-Ten Brinke Projektentwicklung GmbH	Bochum	50%
HTB Verwaltungs-GmbH	Porta Westfalica	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 Düsseldorf 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%
Mantenko A.E.	Athens	38%
Fotenco A.E.	Athens	38%
Rodenco A.E.	Athens	38%
Steltenco A.E.	Athens	38%
TENtec Technical A.E.	Athens	38%
Polikenco 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.	- Ten Brinke Bulgaria Holding B.V.
- Briva Holding B.V.	- ITB SB Ailing B.V.
- Ten Brinke Germany Holding B.V.	- ITB Management Köln-Kalk B.V.
- LOV Beheer B.V.	- ITB FMZ Köln-Kalk B.V.
- Ten Brinke Materieeldienst B.V.	- ITB Office Bonn Oscar-Romero-Allee B.V.
- Ten Brinke Services B.V.	- Ten Brinke Poland Holding B.V.
- Ten Brinke Asset Management B.V.	- ITB FMZ Gütersloh B.V.
- Imetaal Holding B.V.	- ITB Management Düsseldorf B.V.
- Bau- und Planungsbüro Emmerich GmbH	- ITB SBW Düsseldorf-Rath B.V.
- Imetaal Stahlbau GmbH	- ITB FMZ Glückstadt B.V.
- Ten Brinke Beteiligung B.V.	- Snoek B.V.
- Ten Brinke IB Verwaltungs-GmbH	- Voorn B.V.
- Ten Brinke Bau Berlin B.V.	- ITB Baumarkt Leipzig B.V.
- Ten Brinke Bau Baden-Württemberg B.V.	- ITB FMZ Lüdenscheid-Brügge B.V.
- Imetaal Komplementär GmbH	- ITB EZH Ascheberg B.V.
- Industriebau Imetaal GmbH	- ITB Berlin Teltow B.V.
- Ten Brinke Bouw B.V.	- ITB N-Carrée B.V.
- Team-Bouw B.V.	- ITB FMZ Ebhausen B.V.
- Team-Bouw GmbH	- ITB FMZ Frankenberg Acarden B.V.
- Ten Brinke Wohnungsbau Beteiligungs GmbH	- ITB FMZ Niederpleis B.V.
- Ten Brinke Baugesellschaft mbH	- ITB NVZ Flensburg B.V.
- Ten Brinke Projectontwikkeling Varsseveld B.V.	- Sennen Vastgoed B.V.
- Ten Brinke Vastgoedontwikkeling B.V.	- Ten Brinke The Netherlands Holding B.V.
- TBR Planontwikkeling B.V.	- ITB VBM Alsdorf B.V.
- Reggestad Planontwikkeling B.V.	- ITB FMZ Hagen-Boele B.V.
- Ten Brinke Grondexploitatie B.V.	- ITB FMZ Cochem B.V.
- MVO Doetinchem B.V.	- ITB Gmund B.V.
- MVO Gaanderen B.V.	- ITB Office Bonn B.V.
- Ontwikkelingscombinatie Raadhuisstraat Losser B.V.	- ITB Management Duisburg-Kaiserberg B.V.
- ITB Retail Park B.V.	- ITB Duisburg-Kaiserberg B.V.
- ITB SVC Nürnberg B.V.	- ITB FMZ Bruckmühl B.V.
- ITB NVZ Lemgo B.V.	- ITB Management Nord B.V.
- ITB EKZ Datteln B.V.	- Ten Brinke Participaties NL B.V.
- Ten Brinke International B.V.	- ITB FMZ Plattling B.V.
- ITB FMZ Siegburg B.V.	- ITB HMQ Regensburg B.V.
- ITB Lübbecke Arcarden B.V.	- ITB Management Remscheid-Lennep B.V.
- ITB Berlin Adlershof B.V.	- ITB SBW Remscheid-Lennep B.V.
- ITB Property Grundbesitz B.V.	- ITB Management FMZ B.V.
- Ten Brinke Spain & Portugal Holding B.V.	- ITB Management Immo B.V.
- Ten Brinke CSS B.V.	- ITB Investment B.V.
- ITB Real Estate B.V.	- ITB FMZ Bietigheim-Bissingen B.V.
- ITB FMZ Bad Driburg B.V.	- GEG Grundbesitz Bad Oeynhausen B.V.
- ITB SB Bonn-Beuel B.V.	- PNO Beheer B.V.
- ITB Nürnberg Tempohaus B.V.	- Seed 1 B.V.

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

―	Imetaal Staalbouw B.V.
―	Imetaal Services B.V.
―	Elan Varsseveld B.V.
―	Elan Dach und Wand GmbH
―	Vastgoed Advies Nederland B.V.
―	Bouwmarkt Apeldoorn-Noord B.V.
―	NL Properties B.V.
―	ITB Real Property B.V.
―	ITB Grundbesitz Raunheim B.V.
―	ITB Grundbesitz Rosenheim B.V.
―	BHV Komplementär GmbH
―	ITB Management Darmstadt B.V.
―	ITB Management B.V.
―	ITB Management West B.V.
―	ITB Bestuur B.V.
―	ITB FMZ Ka-Li B.V.
―	ITB Management II B.V.
―	Kommeraal B.V.
―	ITB Kornmarkt Bad Kreuznach B.V.
―	ITB Management Frankenberg B.V.
―	ITB FMZ Oelde B.V.
―	ITB Grundbesitz Nordholz B.V.
―	ITB Management Plattling B.V.
―	ITB Management Süd B.V.
―	ITB Logistic Immo B.V.
―	Lijsterbesblad B.V.
―	Hazelaartak B.V.
―	Flaschenhofstrasse Nürnberg B.V.

The other group companies are independently liable for tax.

TBB-Imetaal Wohnungsbau GmbH