ANNUAL REPORT
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
1
CONTENTS
Contents
Purpose 2
History of Financière de Tubize and UCB 3
Message from the Chairman 4
Our long-term investment: UCB, a biopharma leader 6
Our societal commitment 7
Key figures 8
Board of Directors 10
Report from the Board of Directors 12
Responsible persons and statement from the Board of Directors 26
Annual accounts 27
Auditor’s report on the annual accounts 41
Shareholder’s calendar 47
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FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
Purpose
Who is Financière de Tubize?
Financière de Tubize is the reference shareholder of UCB, an
innovative and global biopharmaticeutical business based
in Belgium. The Company brings together around UCB both
family shareholders, descendants of the founder, Emmanuel
Janssen, and those who share their long-term vision.
What does Financière de Tubize do?
Financière de Tubize combines strong family and entrepreneurial
values with financial skills and in-depth expertise in the
biopharma sector to manage its holding in UCB in the long
term. Thanks to the commitment of its representatives on the
UCB Board of Directors, Financière de Tubize anticipates
the developments, contributes towards the determination of
strategic choices and assesses the performance of UCB in
order to create sustainable financial and societal value.
What does Financière de Tubize contribute to?
> Financière de Tubize generates a long-term return for
its shareholders and promotes support for the UCB
entrepreneurial project among the family shareholders as
well as all those who share their values and their vision.
> Financière de Tubize offers UCB the stability needed for
its growth and long-term investment in new products for
the benefit of patients suffering from serious illnesses.
> Financière de Tubize promotes the development of
a sustainable biopharma ecosystem in Belgium and
possibly in other geographical areas relevant to UCB.
3
HISTORY
History of Financière de
Tubize and UCB
192 8
Financière de Tubize becomes
part of the Janssen family
19 61
Financière de Tubize becomes a
UCB shareholder for the first time
19 81
Financière de Tubize buys half the
UCB securities held by Rhône-
Poulenc. The other half are taken
over by the Royale Belge
2002
After the gradual takeover of UCB
shares held by the Royale Belge,
the holding of Financière de Tubize
in UCB peaks at 40% in 2002
2006
Financière de Tubize borrows
€ 100million in order to support
UCB with the acquisition of
Schwarz Pharma by taking part
in the UCB capital increase
192 8
Creation of UCB
1972
UCB launches NOOTROPIL (cerebral function regulator) thanks to
the network of recently created subsidiaries, mainly European, giving
access to the specific regulatory features of the national markets
1989
UCB launches ZYRTEC (antiallergenic antihistamine), the first
drug to record a turnover of onebillion US dollars
2000
UCB launches KEPPRA (antiepileptic), the first drug put on the market in the USA
directly by UCB and the second drug to record a turnover of onebillion US dollars
2004
UCB launches a friendly public takeover bid (for € 2.3billion) on Celltech, an
English biopharma company that holds the future CIMZIA (rheumatoid polyarthritis
and Crohn’s disease), which will subsequently exceed a turnover of onebillion US
dollars, and a research platform for particularly effective monoclonal antibodies
2005
UCB focuses on the pharmaceutical sector, selling its Films
sector (2004) and Chemicals sector (2005)
2006
UCB launches a friendly bid (€ 4.4billion) on the German multinational pharmaceutical
group Schwarz Pharma that holds the future VIMPAT (epilepsy) and NEUPRO (Parkinson’s)
2 019
UCB acquires Ra Pharmaceuticals Inc. (€ 2.2billion), an American
biopharma company that holds ZILUCOPLAN (peptide inhibitor that can
be used in particular to treat gravis myasthenia) as well as an exclusive
new technological platform increasing UCB’s research capacity
2020
The acquisition of Handl Therapeutics BV and the partnership with
Lacerta Therapeutics enhance UCB’s gene therapy capabilities
2 021
UCB launches BIMZELX (plaque psoriasis) in Europe and Japan
2022
UCB acquires Zogenix Inc. (€ 1.7million), a worldwide biopharmaceutical company
based in the US that develops and markets treatments for rare diseases and holds
FINTEPLA (treatment approved in the US for Lennox-Gastaut syndrome)
2023
UCB launches BIMZELX (plaque psoriasis and spondylitis essentially) in the United States
2024
UCB continues to launch BIMZELX, FINTEPLA (Lennox-Gastaut
syndrome), RYSTIGGO and ZILBRYSQ (myasthenia gravis)
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FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
Message from the Chairman
In 2025, we strengthened our expertise
in biopharmaceutics to better support
UCB’s future strategic choices.
BRUNO HOLTHOF
PRESIDENT
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MESSAGE FROM THE CHAIRMAN
This is the rst time that I am addressing you as Chairman of
Financière de Tubize and I would like to begin this message by thanking
you for your condence in our company.
In 2025, our company underwent significant developments in each of the three areas of its mission:
STRATEGIC MANAGEMENT OF OUR INVESTMENT IN
UCB OVER THE LONG TERM
The Board has strengthened its expertise in biopharmaceutics.
We selected and welcomed two new directors with extensive
experience in the industry: Carinne Brouillon and Iris Löw-
Friederich. Carinne has more than 30 years’ experience in
the healthcare industry in local and global positions, including
21years at Johnson and Johnson in Europe and North America.
Iris has in-depth experience in the development of medicines and
the creation of teams with an entrepreneurial spirit. She was the
former Head of Development and Chief Medical Officer at UCB.
We have reorganised our board meetings to devote more time to
strategic topics for UCB. We added a two-day programme during
which we identified and discussed key challenges that UCB needs
to address in order to sustain its growth trajectory and now plan to
organise a strategic reflection of this kind annually.
We also continued to strengthen our position in UCB by acquiring
a total of 24,487 shares in 2025, at an average price of € 178.27
and for a total amount of € 4.4 million.
In addition, we extended our credit line facility with BNP Paribas
and Belfius and started an additional credit line with KBC for a
total amount of € 350 million.
This has increased our ability to support UCB financially when
needed.
FINANCIÈRE DE TUBIZE GENERATES A LONGTERM
RETURN FOR ITS SHAREHOLDERS AND PROMOTES THE
COMMITMENT TO UCB’S ENTREPRENEURIAL PROJECT
SUPPORTED BY FAMILY SHAREHOLDERS AS WELL AS
ALL THOSE WHO SHARE THEIR VALUES AND VISION
The long-term return we want to be able to share with you comes
from the growth of our share price on the one hand and the gross
dividend we pay to our shareholders each year on the other.
As for our dividend, the aim has always been to keep part of the
dividend we receive from UCB to increase our ability to support
UCB over the long term. However, we also wish to be able to
meet your expectations for its evolution as much as possible. This
year, we will therefore propose a gross dividend of € 1.08 per
share to the upcoming shareholders’ meeting, which represents
growth of 3.8% compared to last year.
Considering both our stock price increase and the dividend paid
out in 2025, our TSR (Total Shareholder Return) for 2025 stands at
47.7%.
FINANCIÈRE DE TUBIZE PROMOTES THE DEVELOPMENT
OF A SUSTAINABLE BIOPHARMA ECOSYSTEM IN
BELGIUM AND POSSIBLY IN OTHER GEOGRAPHICAL
AREAS RELEVANT TO UCB
In 2025, in collaboration with the Pulse Foundation, we continued
the initiative that began in 2024 to improve access to healthcare.
We launched a call for projects in Belgium, and more than
20applications were analysed jointly by our team and that of
the Pulse Foundation. The jury met last December and chose two
winners who will each benefit from a support of € 50,000 as well
as coaching tailored to their specific needs.
Further details of these projects can be found in the section of our
annual report dedicated to our societal impact.
We would like to thank you very much for your continued support
and look forward to welcoming you to the Ordinary General
Assembly to be held on April 24th.
BRUNO HOLTHOF,
Chairman of the Board of Directors
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FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
Our long-term investment:
UCB a biopharma leader
UCB focuses on discovering and
developing innovative treatments to
transform the lives of patients suffering
from serious illnesses that affect their
immune system or their central nervous
system.
The ambition of UCB is to give those suffering from serious illnesses
the freedom to live their lives as well as possible, protected from
the uncertainties caused by diseases.
All the staff at UCB aim to work on a sustainable basis for their
company, their colleagues, the communities around them and the
planet.
Here are the key figures of the group (listed on Euronext
Brussels–UCB):
24%
R&D/turnover ratio
(2024: 29%)
>3.1 m
patients have access to
the solutions provided
by UCB
10,117
UCB staff members
worldwide
(2024: 9,378)
ESG ratings
2
Sustainalytics: 13.7
MSCI: AA
ISS ESG: B-
€ 7.74 b
turnover
(2024: € 6.15 b)
34%
adjusted EBITDA/
turnover ratio
(2024: 24%)
8
molecules in
clinical pipeline
(2024: 9)
-35.8%
reduction in CO
2
emissions
1
(2024: -33%)
1: This excludes emissions from Scope 3 Category 1, compared to our 2019 baseline in absolute numbers
2: Ratings on report publication date
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As a committed reference shareholder
of UCB, we attach great importance
to the presence of high-performance
biopharma ecosystems in Belgium and
other geographical areas relevant
toUCB.
We focus on the following aspects:
o
The support of educational institutions and universities with
programmes tailored to the specific needs of the biopharma
industry near our operational sites. For research to be successful,
it is necessary to find, attract and develop world class talent with
the right skills.
o
The promotion of the international mobility of talent (and their
families) to these regions so that they can share their know-how
and thus accelerate innovation within the local biopharma
ecosystem.
o
Interactions with the public authorities in these countries to
encourage them to create an environment conducive to research
and development in the biopharma ecosystem and to promote
investments in the sector.
.
OUR SOCIETAL COMMITMENT
Our societal commitment
The family values that drive us
lead naturally to a strong societal
commitment.
Our societal commitment is based on several pillars:
o
The stability of a long-term reference shareholder base, enabling
UCB to make its own societal contribution to the ecosystem
of which it is a part (generating jobs, developing R&D skills,
attracting talent, supporting local communities, etc.).
o
The influence of our four representatives on UCB’s Board of
Directors as regards defining, monitoring and evaluating UCB’s
societal ambitions.
o
Investing in initiatives with a high societal impact that enable
disadvantaged populations or those with limited access
to healthcare to live longer, healthier lives. In 2024, we
collaborated with the Pulse Foundation to develop a project
to foster the emergence and acceleration of innovations that
improve access to healthcare for as many people as possible.
The Pulse Foundation launched the call for projects in 2025 and
more than 20 candidates submitted their applications. The jury
met last December and chose two winners who will each benefit
from a support of € 50,000 and coaching tailored to their
specific needs.
Discovering Hands trains blind women to detect breast
anomalies by touch at an early stage, in order to provide
accessible, compassionate and local breast cancer screening.
The project is in particular for women who do not want imaging
for breast cancer detection, and removes cultural and social
barriers to screening.
Fair Genomics aims to improve access to care for patients with
rare diseases by allowing them to securely share their genomic
data. The platform strengthens patient empowerment, makes
research easier, and contributes to better navigation through
often complex and fragmented care pathways.
We have launched a similar initiative in the United Kingdom in
collaboration with ImpactU and Oxford University Innovation
(OUI). The call for projects will be launched in the first half
of 2026. We allocated the sum of € 300,000 to the Pulse
Foundation and OUI initiatives in 2025.
o
The support of organisations dedicated to promoting and
defending the interests of the biopharma ecosystem in Belgium
and other geographical areas relevant to UCB.
In 2025, Financière de
Tubize, together with the Pulse
Foundation, opted to grant
€50,000 to two start-ups
thatfocus on improving health
access.
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FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
Key gures
DIVIDEND/SHARE
SHARE PRICE TREND OVER 10 YEARS SHARE PRICE TREND IN 2025
STOCK MARKET VALUE TREND (K€)
16,000,000
14,000,000
12,000,000
10,000,000
8,000,000
6,000,000
4,000,000
2,000,000
0
UCB holding acquisition value
Capital gain not realised
UCB holding stock market value
DISCOUNT TOTAL SHAREHOLDER RETURN
250
200
150
100
50
0
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
UCB FdT
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
260
240
220
200
180
160
140
120
100
Jan
Feb
Mar
Apr
May
June
July
Aug
Sept
Oct
Nov
Dec
UCB FdT
2.0%
1.8%
1.6%
1.4%
1.2%
1.0%
0.8%
0.6%
0.4%
0.2%
0.0%
1.6
1.4
1.2
1.0
0.8
0.6
0.4
0.2
0.0
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
UCB Div/share
UCB Div yield
FdT Div/share
FdT Div Yield
50%
40%
30%
20%
10%
0%
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Discount (%)
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
UCB FdT
150%
100%
50%
0%
50%
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KEY FIGURES
KEY FIGURES FOR 5 YEARS 2025 2024 2023 2022 2021
Holding in UCB as at 31/12
Number of UCB shares held by Tubize 70,562,935 70,538,448 70,484,742 69,440,861 68,387,021
% of total shares issued by UCB 36.28 36.27 36.24 35.70 35.16
Acquisition value (€ 000) 1,932,552 1,928,187 1,919,609 1, 837, 687 1,743,221
Stock market value (€ 000) 16,836,316 13,557,490 5,561,246 5,108,070 6,862,638
Total assets at 31/12 (€ 000) 1,934,139 1,929,682 1,920,244 1,838,806 1,759,151
Equity at 31/12 (€ 000) 1,885,560 1,840,406 1,796,594 1,751,620 1,704,731
Bank debts at 31/12 (€ 000) - 41,300 79,200 47,80 0 20,000
Solvency ratio 97. 5% 95.4% 93.6% 95.3% 96.9%
Net debt to equity ratio 3% 5% 7% 5% 2%
Profit (€ 000) 93,228 90,104 88,151 85,170 83,602
Gross dividend per share (€) 1.08 1.04 0.97 0.86 0.75
Share price (€)
Minimum 103.8 72.2 60.9 65.4 75.4
Maximum 239.5 148 79.9 100.8 98.2
As at 31/12 209 142.2 71.7 70.8 90.3
Number of shares 44,512,598 44,512,598 44,512,598 44,512,598 44,512,598
Stock market capitalisation as at 31/12 (€ 000) 9,303,133 6,329,691 3,191,553 3,151,492 4,019,488
Average daily volume on Euronext Brussels
(number of shares)
39,427 19,463 6,646 6,747 6,258
Solvency ratio: Equity / Total liabilities
Net indebtedness ratio: Total liabilities – Equity – Investments and cash at bank and in hand / Equity
14.01%
Annualized TSR for
10 years
+3.85%
Dividend trend
compared to
previous year
+46.98%
Share performance
in one year
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FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
Board of Directors
ERIC CORNUT
Member since 2021 • Mandate ends: 2026
Has held different management positions at
Novartis in Switzerland throughout the world for
over 20 years • Director of Menarini Group
(chairman of the board), Helsinn Healthcare,
Stada Arzneimittel and FEJ SRL (chairman of the
board) • Master’s law degree, Berkeley School
of Law, University of California (USA), Doctorate
in Law, Universität Basel (CH).
EVELYN DU MONCEAU
Member since 1982
Honorary chair of the UCB Board of Directors,
member of the board for 37 consecutive years and
former chair of the Governance, Remuneration
and Nominations Committee. Former director of
Solvay SA from 2010 to 2021. Former member of
the Belgian Corporate Governance Committee.
Executive chair of Altaï Invest SA. Mentor at
40 under 40 • Degree in Applied Economic
Sciences from the Université Catholique de
Louvain.
TANGUY DU MONCEAU
Member since 2024 • Mandate ends: 2028
Over 20 years’ business experience, including
financial and banking services, entrepreneurship,
sustainability and nature-based assets. CEO
of Bruant SA. Co-founding partner and former
co-CEO of CO2logic SA • Director of Bruant
SA, Chairman of the Pulse Foundation, director of
Altai Invest SA and Solvac SA, and member of the
Board of FBN Belgium • Bachelor’s degree in
Agribusiness and Biotechnology from Edinburgh
University UK, Master’s degree in Finance from
Vlerick Business School BE, International Directors
Programme (IDP) at INSEAD, ADEME Carbon
Certificate.
CYNTHIA FAVRE D’ECHALLENS
Member since 2014 • Mandate ends: 2026
International professional experience in the field
of artistic creation • Director of Brinesan, Barnfin
SA, Corisatis SRL and SA T. d’Echallens • Artistic
studies in Paris and Vevey (CH).
SANDRINE FLORY*
Member since 2024 • Mandate ends: 2028
Over 20 years, she has held various financial
positions within bioMérieux and is currently Chief
Financial Officer of Institut Mérieux • Member of
the Board of Directors of Transgene since 2021 •
DESCF (Diplôme d’études supérieures comptables
et financières) and Master in Évaluation et
Transmission d’Entreprises from Lyon 2 University.
Objectif Conseil d’Administration’ training course
at EMLyon Business School.
CARINNE BROUILLON*
Member since 2025 • Mandate ends : 2029
More than 30 years of experience in the
healthcare industry in local general management
and global positions, including 21 years at
Johnson and Johnson in Europe and North
America • Member of the Board of Managing
Directors of Boehringer Ingelheim from January
2020 to September 2024, in charge of the Human
Pharma Business Unit. Since April 2021, member
of the Supervisory Board at Munich Re • Doctor
in Pharmacy from the Université de Lyon (France).
11
BOARD OF DIRECTORS
PROF. DR. BRUNO HOLTHOF*
Member since 2020 • Mandate ends: 2029
Career dedicated to healthcare management,
including 15 years with McKinsey&Co and seven
years as CEO of the Oxford University hospitals.
Partner of EQT Life Sciences. Guest lecturer at
Oxford University (UK) • Chairman of the Board
of Tristel. Chairman of the supervisory board of the
GIMV healthcare fund • Doctor of medicine KU
Leuven. Doctorate in health economics from KU
Leuven. MBA from Harvard Business School.
CHARLES-ANTOINE JANSSEN
Member since 2011 • Mandate ends: 2027
Career dedicated to healthcare, finance and
impact investing, including 5 years at Merrill Lynch,
10 years at UCB and 12 years as co-founder and
Managing Partner of Kois, HealthKois, Healthquad
and Impact Expansion • Vice-Chairman of the
UCB Board, and member of the GNCC. Member
of the Board of private healthcare companies
(Qure.ai, Wysa, THB, …). Co-founder of several
social enterprises and non-profits including Toolbox
Belgium and Toolbox India. Member of the Board
of Fellows of Stanford School of Medicine •
Bachelor of Law at the Université de Bruxelles
(ULB) and Advanced Management Program
(AMP) at Harvard Business School.
CYRIL JANSSEN
Member since 2008 • Mandate ends: 2029
More than 25 years of experience as an investor
in family companies, on listed markets and in
venture capital/private equity in high-impact
companies • Member of the Board of Directors of
UCB since 2015, member of the Board of Directors
of FEJ SRL since 2008 and member of several
boards of private companies • Solvay Brussels
School (ULB) - Vlerick Business School.
CÉDRIC VAN RIJCKEVORSEL
Member since 2010 • Mandate ends: 2029
Over 25 years’ experience in an international
career (Belgium, China, Switzerland, UK,
Luxembourg) in the financial and banking sectors.
Founder and managing partner of AlgoScient
SARL. Formerly founder and managing partner of
IDS Capital (United Kingdom and Switzerland)
• Member of the Board of Directors and Audit
Committee of UCB, and Member of the Board
of other private companies • Commercial
engineering ISC Saint Louis. CFA® charterholder,
CFA Institute.
* independent director
PROF. DR. IRIS LÖW-FRIEDRICH
Member since 2025 › Mandate ends : 2029
Longstanding, passionate experience in the
development of relevant medicines, patients
as drivers of innovation, unleashing the
potential of individuals and building of teams
with entrepreneurial spirit. Former Head of
Development and Chief Medical Officer at UCB
SA • Board member/chair in public (Fresenius
SE, Sobi AB, Evotec SE, Satellos Bioscience Inc.)
and private companies; mentor and advisor •
MD, PhD, board-certified in Internal Medicine.
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FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
Report from the Board
ofDirectors
1. Presentation of the development of the business, the results and the financial position of the
Company, as well as a description of main risks and uncertainties it is facing
13
1.1. Significant events that occurred during the 2025 financial year 13
1.2. Impact of the consequences of the situation in Ukraine, and in the Middle East 13
1.3. Balance sheet and income statement as at 31December 13
1.4. Cash flows statement 14
1.5. Notes 15
2. Main risks and uncertainties 17
3. Post-balance sheet events 18
4. Circumstances that might have a significant impact on the development of the Company 18
5. Research and development 18
6. Branches 18
7. Other information under the Companies and Associations Code (CAC) 18
8. Financial instruments 18
9. Independence and competence with respect to accounting and auditing of at least one
memberof the audit committee
19
10. Corporate governance statement 19
10.1 Reference Code 19
10.2 Departures from the Code 19
10.3 Main characteristics of the internal control and risk management systems 19
10.4 Additional information required by the Royal Decree of 14 November 2007 20
10.5 Composition and functioning of the Board of Directors 23
10.6 Gender diversity 24
10.7 Remuneration report 2025 24
13
REPORT FROM THE BOARD OF DIRECTORS
Ladies and Gentlemen,
In accordance with the legal and statutory requirements, we are
pleased to report to you on the 2025 financial year and provide
an overview of our management of Financière de Tubize (the
‘Company’).
1. Presentation of the evolution of the
business, the results and the nancial
position of the Company, as well as
a description of the main risks and
uncertainties it is facing
1.1. SIGNIFICANT EVENTS THAT OCCURRED DURING
THE 2025 FINANCIAL YEAR
Dividends
Financière de Tubize has received the dividend distributed by UCB
relating to the 2024 financial year (€ 98.1 million) and has paid
its shareholders its own dividend relating to the 2024 financial
year (€ 46.3 million). The gross dividend proposed to the annual
shareholders meeting on 24 April 2026 is € 1.08 per share, up
3.85% compared to last year.
Debt
In May 2025, the Company has repaid its debt of € 41.3 million.
The company no longer has any bank debt.
Acquisition of UCB shares
The Company acquired 24,487 UCB shares in 2025, at an
average price of € 178.27 and for a total amount of € 4.4 million,
thus taking its stake in UCB from 36.27% as at 31 December 2024
to 36.28% as at 31 December 2025.
1.2. IMPACT OF THE GEOPOLITICAL EVENTS
Geopolitical instability, including conflicts in Ukraine, and in the
Middle East had no significant impact on the Company’s activities
and its financial statements in 2025. The Company is, in fact,
a mono holding company whose sole investment is a stake in
UCB and it therefore has no commercial or industrial activity. The
Company is closely monitoring the developments related to these
events to assess the possible financial impact on the results of the
Company and/or UCB. Reference should be made in this respect
to the content of UCB’s 2025 financial report.
1.3. BALANCE SHEET AND INCOME STATEMENT
AS AT 31DECEMBER
Income statement – summary
€ 000 Notes 2025 2024
Dividend from UCB 1.5.5 98,082 95,859
Other financial income 7 48
Cost of borrowing 1.5.2 (1,841) (3,479)
Other financial expenses (51) (75)
General expenses 1.5.4 (2,969) (2,249)
Profit before taxes 93,228 90,104
Income taxes 1.5.3 - -
Profit of the period 93,228 90,104
Balance sheet – summary
€ 000 2025 2024
Participation in UCB 1,932,552 1,928,187
Current investments and cash at
bank and in hand
1.5.1 1,268 1,429
Other assets 319 65
Total assets 1,934,139 1,929,682
Equity 1,885,560 1,840,406
Bank borrowings 1.5.2 41,300
Other liabilities 48,579 47,976
Total liabilities 1,934,139 1,929,682
The profit rose from € 90,104k in 2024 to € 93,228k in 2025, an
increase of € 3,124k or 3.47%.
The dividend received from UCB in 2025 in relation to the 2024
financial year amounted to € 98.1 million (gross dividend of
€ 1.39 per share), compared to € 95.9 million (€ 1.36 per share)
for the previous year.
The cost of borrowing rose from € 3,479k in 2024 to € 1,841k
in 2025, a decrease of € 1,638k. This decrease comes from the
repayment of the debt in May 2025. The average cost of debt
decreased from 4.88% in 2024 to 4.58% in 2025.
General expenses showed an increase from € 2,249k in 2024 to
€ 2,969k in 2025. This increase is mainly due to higher fees for
external advisors (€ 233k), the new remuneration policy for board
members (€ 214k), increased remuneration for the management
team (€ 87k), costs related to the recruitment of our new directors
(€ 85k), as well as increased expenses related to Financière de
Tubize’s status as a listed company (€ 56k) and costs related to
financial reporting (€ 45k).
14
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
Following the application of the participation exemption regime for
dividends received, no corporate income taxes are due. The firm
benefits from a 100% tax exemption in accordance with the act of
25 December 2017.
Participation in UCB
The Company acquired 24,487 UCB shares in 2025, taking
its participation in the capital of UCB from 36.27% as at
31December 2024 to 36.28% as at 31 December 2025. The
participation in the capital of UCB is reported at its acquisition
value for an amount of € 1,932,552k as per 31 December 2025
compared to € 1,928,187k as at 31 December 2024, i.e. an
average acquisition value of € 27.39 per share as at 31 December
2025 (€ 27.34 as at 31 December 2024). The market price of the
UCB share as at 31 December 2025 was € 238.60 (€ 192.20 as
at 31 December 2024).
Equity
Equity increased from € 1,840,406k as at 31 December 2024,
to € 1,885,560k as at 31 December 2025. This increase of
€ 45,154k may be attributed to the result of the financial year
(€ 93,228k), partially offset by the dividend to be paid relating to
the 2025 financial year (€ 48,074k).
The market capitalisation of the Company stood at € 9,303,133k
as at 31 December 2025 (44,512,598 shares at € 209)
compared to € 6,329,691k as at 31 December 2024 (44,512,598
shares at € 142.20).
The solvency ratio (equity as a percentage of total assets)
increased from 95.37% as at 31 December 2024 to 97.49% as at
31 December 2025.
Bank borrowings
Bank debt was fully repaid in 2025. The development of the
confirmed lines and their use during the 2025 financial year
is included in note 1.5.2 on bank borrowings. The debt ratio
(outstanding bank debt as a percentage of the market value of the
stake in UCB) decreased from 0.30% as at 31 December 2024, to
0 as at 31 December 2025. The Company has credit lines totalling
€ 350 million, undrawn as at 31 December 2025.
1.4. CASH FLOWS STATEMENT
€ 000 2025 2024
Directors remuneration & attendance fees (590) (470)
Remuneration general manager & adj. (538) (482)
Professional services fees (1,655) (631)
Contributions (281) (205)
Donation (306) (281)
Cash flows from operating activities (3,370) (2,069)
Dividends received 98,082 95,859
Acquisition of UCB shares (4,382) (8,578)
Annual tax on securities accounts - (12)
Cash flows from investing activities 93,700 87,270
Dividends paid (46,315) (43,176)
Interests and commissions received 6 17
Interests and commissions paid (2,875) (3,248)
Reimbursement of bank borrowings (45,950) (138,100)
Drawings from the confirmed lines 4,650 100,200
Bank charges (7) (40)
Term deposit (900) -
Cash flows from financing activities (91,391) (84,346)
Total cash flows (1,061) 854
Cash and cash equivalents beginning of period 1,429 575
Cash and cash equivalents end of period 368 1,429
15
REPORT FROM THE BOARD OF DIRECTORS
1.5. NOTES
1.5.1 Current investments and cash at bank
€ 000 2025 2024
Current investments 900 -
Current account 368 1,429
Total 1,268 1,429
Investments and cash assets include sight and term deposits which
are subject to an insignificant risk of change in value.
1.5.2 Bank borrowings
Situation of borrowings and interest
€ 000 2025 2024
Floating-rate loans - 41,300
Accrued interests receivable - 1,067
Total - 42,367
Borrowings represent drawings on credit lines. These drawings
have a maximum term of 12 months.
Status of credit lines
€ 000 2025 2024
CONFIRMED
LINES
DRAWS
AVAILABLE
LINES
CONFIRMED
LINES
DRAWS
AVAILABLE
LINES
BNP 200,000 - 200,000 200,000 6,000 194,000
Belfius 150,000 - 150,000 150,000 35,300 114 , 70 0
Total 350,000 - 350,000 350,000 41,300 308,700
The Company has set up credit lines for a total amount of € 350
million with the aim of ensuring the necessary flexibility to react
to market opportunities. In 2025, they were allocated between
two banks, BNP Paribas Fortis and Belfius : € 200 and € 150
million respectively. The two credit facilities have been concluded
for a period of 5 years, renewable under certain conditions. The
drawings are made in the form of short-term advances (< 12
months) and are renewable. The credit lines were renegotiated and
extended during the financial year and currently mature in 2030.
From January 2026 onwards, the allocation will be split between
three banks: Belfius, KBC and BNP Paribas Fortis, for € 150 million,
€ 100 million and € 100 million respectively. As at 31 December
2025, the credit lines were undrawn.
Securities
Following the repayment of the debt, the pledged shares were
released.
Covenants
The Company has to comply with the following debt covenants:
– Collateral for the credit lines must consist of a number of UCB
shares, the total market value of which must be at least 150% of
the outstanding debt.
– Borrowings may not exceed 30% of the market value of the
investment in UCB.
Cost of borrowing
€ 000 2025 2024
Interest expenses (719) (2,497)
Reservation commission (1,122) (982)
Total (1,841) (3,479)
Interest charges on bank loans show a decrease from € 2,497k in
2024 to € 719k in 2025. This decrease is due to the full repayment
of the debt in May 2025.
Reservation fees on the unused portion of confirmed credit lines
amounted to € 1,122k in 2025 (€ 982k in 2024). This slight
increase is due to reduced use of the lines in 2025 – only from
January to early May.
16
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
1.5.3 Income taxes
Relationship between tax expense and accounting profit
€ 000 2025 2024
Profit before tax 93,228 90,104
Applicable income tax rate 25.00% 25.00%
Theoretical income tax (23,307) (22,526)
Tax exempt dividends (DRD scheme) 23,307 22,526
Reported income tax - -
1.5.4 General expenses
€ 000 2025 2024
Directors’ remuneration 673 459
General manager & deputy/remuneration 567 479
Consulting and management fees 544 311
Listed company fees 248 192
Leagl advice 183 161
Bookkeeping 71 106
Donation 306 281
Others 378 260
Total 2,969 2,249
1.5.5 Dividend
In May 2025, the Company collected the dividend relating to the
2024 financial year distributed by UCB (€ 98,088k) and paid its
own dividend relating to the 2024 financial year (€ 46,293k).
Each year, the Board of Directors takes several elements into
consideration when allocating the result that it submits to the
ordinary general meeting. The essential elements which influence
the amount of the dividend are the primacy of the long term, the
dependence of the Company’s results on the dividend distributed
by UCB, financial commitments and the wish of shareholders to be
able to benefit from a steady remuneration.
This year, the Board of Directors has decided to propose the
distribution for the 2025 financial year of a gross dividend of
€ 1.08 per share, i.e. an increase of 3.85% compared to the
previous year. To this end, a total amount of € € 48,074k was
recognised as a liability in the annual accounts as at 31 December
2025.
If the general meeting of 24 April 2026 approves the 2025 annual
accounts and the proposed allocation of results, the dividend will
be payable as of 11 May 2026 at the offices, headquarters and
branches of BNP Paribas Fortis, upon the surrender of coupon
No 21.
COUPON N°21 DATES
Ex coupon 7 May 2026
Record 8 May 2026
Payment 11 May 2026
17
REPORT FROM THE BOARD OF DIRECTORS
2. Main risks and mitigating measures
1. Risk associated with the investment in UCB – This risk is the
result of the Company’sdependence on its investments in UCB.
Financière de Tubize monitors carefully UCB’s development
and any element which could force UCB to review its dividend
policy. This is influenced in particular by risks specific to UCB,
which are set out in its annual report and managed at UCB
level. These include, in particular, the following risks:
• Market access, pricing and reimbursement policies for
medicines: the pricing and market access environment is
highly complex and subject to continuous economic, political
and social pressures. Publicly funded healthcare systems
face tightening budgets due to increase in defense spending,
aging populations, inflation and rising therapeutic costs,
• Geopolitical and economic outlook volatility: The risk of
geopolitical conflict, trade restrictions and inflation influence
supply security, clinical operations, market access and the
long-term health system stability,
• Supply chain network resiliency: biopharmaceutical supply
chains are becoming more complex and increasingly
vulnerable to geopolitical or environmental shocks,
• Regulatory framework growing in complexity and
fragmentation: an increasingly nationalistic approach and
divergence in regulations between geographies may alter
the competitive landscape or increase the cost of business
operations. Regulatory reforms can lead to significant
operational changes, influencing resource allocation and
strategic planning,
• Cyber-attacks: the pharmaceutical sector’s reliance on digital
technologies and healthcare supply chains as well as internet
of things devices is growing, presenting new vulnerabilities.
Cyber threats are progressively more sophisticated, with an
increased use of AI-powered technologies,
• Ability to scale AI: AI is expected to accelerate R&D
productivity and improve clinical trial design and execution.
The integration of AI and other emerging technologies into
various aspects of operations presents risks and opportunities.
Developing, implementing and managing AI technology
creates challenges with regards to accuracy, efficiency and
reliability,
• Long-term growth and portfolio concentration: UCB’s growth
plan will require strongportfolio discipline and rigorous
capital allocation.
The Board of Financière de Tubize remains informed of UCB’s
activities and management through its representatives on the UCB
Board of Directors and audit committee.
2. Market risk – Financière de Tubize is exposed to the market
risk related to the fluctuation of the UCB share price. This is
influenced by UCB’s underlying performance as well as by
a range of macroeconomic, geopolitical and sector-specific
factors. This risk is inherent in Financière de Tubize, which
comprises a longterm holding in UCB. It is monitored to ensure
that the financial commitments made under the credit lines are
maintained.
3. Liquidity risk – This risk results from a company’s inability
to cope with its financial commitments. In order to honour its
obligations and maintain the financial capacity necessary to
implement its investment policy in its holding, Financière de
Tubize has negotiated credit lines totalling € 350 million. These
credit lines include financial commitments, calculated twice a
year, which are largely within the standards agreed with the
bankers.
4. Interest rate risk – Fluctuations in interest rates can have
an effect on debt charges and return on cash and cash
equivalents. Financière de Tubize’s debt is raised on a short-
term basis (less than one year) under its credit lines. If debt
were to be raised in the longer term, Financière de Tubize could
put in place instruments to hedge this debt. Cash is invested on
a short-term basis and Financière de Tubize constantly monitors
the market to adapt to changing circumstances.
5. Counterparty risk – This risk occurs when a bankcounterparty
defaults on its obligations in the context of deposit transactions,
hedging of financial risks, securities transactions, and drawings
on credit lines, thereby causing Financière de Tubize to incur a
financial loss. Financière de Tubize’s counterparties are Belgian
banks with a “high average quality” rating.
6. Operational risk – This risk stems from inadequate or failing
internal processes and systems, human error or external events.
The Company has established detailed controls for each
significant process. It has defined an information security policy
that sets out the security measures to be taken to minimise IT
and cyber risk.
7. Legal risk – This type of risk is linked to the development of
the law (corporate law, tax law, etc.), which may result in some
legal uncertainty or interpretation difficulties. In this respect,
maintaining the DRD (Dividend Received Deduction) regime
is key to the company’s financial performance. The Board of
Directors calls on the advice of specialised law firms to monitor
changes in the legislative and regulatory framework and to
give an expert opinion on any subject relevant to the life of the
Company.
8. Compliance risk – This risk stems from failure to comply with
regulations. The Board of Directors relies regularly on external
expert advice related to legal, tax and financial matters.
The Company has adopted a Dealing Code that establishes
detailed conduct rules to prevent market abuse. In addition, the
company’s Information Security Policy defines the measures to
be taken to maintain the integrity and confidentiality of sensitive
data. These rules impose certain prohibitions and preventive
measures.
9. Reputational risk – The reputational risk corresponds to the
impact a management mistake can have on the image of the
Company. To avoid damage to its image or reputation, the
Company has established a corporate governance system
based on proactive risk management, listening to stakeholders
and transparent communication of significant events.
18
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
10. Governance risk – As a listed company whose capital is
majority-owned by a family, the shareholding structure exposes
the company to the risk of imbalance in decision-making
processes, particularly in the event of a divergence between the
interests of the family, the corporate interests of the Company
and the expectations of minority shareholders. The Company
relies on a robust and rigorous governance framework
(independent directors, conflict of interest management rules)
and ensures that it maintains transparent and regular dialogue
with minority shareholders. Sensitive strategic decisions are
systematically subject to in-depth review to ensure that they are
aligned with the interests of the Company.
In addition, the company is exposed to the risk of weakening
support for the UCB project, which could undermine internal
cohesion and shareholder stability. The shareholders’
agreement remains the key instrument for regulating intra-
family relations and preventing differences that could affect
governance.
2
1
9
5
7
3
6
4
PROBABILITY
IMPACT
1 2 3 4 5 6 7 8 9 10
10
9
8
7
6
5
4
3
2
1
810
3. Post-balance sheet events
No significant events occurred after the end of the 2025 financial
year.
However, the company renegotiated its credit lines in 2025,
effective in 2026. The terms and conditions were improved
across all lines (€ 350 million). A new distribution of banks was
implemented, with the addition of one more bank. KBC joined the
panel already composed of BNP Paribas Fortis and Belfius.
4. Circumstances that might have a
signicant impact on the development
of the Company
Future results of the Company will depend on (i) the dividend per
share distributed by UCB, (ii) the number of UCB shares held and
(iii) the cost of the Company’s debt.
5. Research and development
The Company has not engaged in research and development
activities.
The activities of UCB are described in its own management report.
6. Branches
The Company has no branches.
7. Other information under the
Companies and Associations Code
(CAC)
Article 3:6, §4, CAC – Certain listed companies are required
to publish a statement on various non-financial information in
their annual report. Financière de Tubize does not fall under the
conditions of application of this article. The social commitment of
Financière de Tubize is described on page 7 of this report.
Article 7:96, §1 and §3, CAC – During the 2025 financial year,
no instances occurred whereby a director or the general manager
had a patrimonial interest that conflicted with a decision by or
transactions falling under the authority of the Board of Directors or
the general manager.
Article 7:97, §1, 2, 3 and 5, CAC – During the 2025 financial
year, , no decisions or transactions took place that fall within in
scope of this article on conflicts of interest in relationships with
certain affiliated entities.
Article 7:203, CAC – This clause on the use of authorised capital
does not apply, as the Company has no authorised capital.
Article 7:226, CAC – The Company has not held in pledge its
own shares.
8. Financial instruments
The Company did not use derivative financial instruments in 2025.
19
REPORT FROM THE BOARD OF DIRECTORS
9. Independence and competence with
respect to accounting and auditing
of at least one member of the audit
committee
On the basis of the exemption laid down in Article 7:99 §3,
CAC, the functions assigned to the audit committee are exercised
by the Board of Directors as a whole. Mrs Sandrine Flory, is an
independent director as defined in Article 7:87, §1, CAC and
Principle 3.5 of the 2020 Corporate Governance Code. She is
competent with respect to accounting and auditing matters.
10. Corporate Governance Statement
10.1. REFERENCE CODE
Financière de Tubize adopts the 2020 Corporate Governance
Code (the ‘Code’) as reference code. This Code can be consulted
at www.corporategovernancecommittee.be. The Company does
not apply corporate governance practices other than those
required by the Code and the law.
The Corporate Governance Charter of Financière de Tubize
has been adapted to the Code and published on the website
www.financiere-tubize.be. It presents the implementation by
Financière de Tubize of the recommendations of the Code, taking
into account the specificities of the Company and in accordance
with the ‘comply or explain’ principle.
10.2. DEPARTURE FROM THE CODE
Given the simplicity of its operating structure and the fact that the
Company’s only asset is its holding in UCB, some of the principles
of the Code are not applicable to the Company or do not appear
to be appropriate. This concerns the following points:
– The Board of Directors has not established any specialised
committees under Articles 7:99, §3 and 7:100, §3 of the CAC,
respectively; the Company is exempt from the obligation to
establish an audit committee and a remuneration committee.
The functions assigned to these committees are exercised by
the Board as a whole. The Board has also not established a
nomination committee. The derogation from Principles 4.1,
4.3, 4.10, 4.17 and 4.19 of the Code is justified in view of the
activity of the Company (essentially a shareholding in UCB
SA), the structure of its shareholding and the simplicity of its
mode of operation (it has no executive director, no staff and its
directors are remunerated solely by fixed emoluments).
– The directors’ remuneration does not include any variable
element linked to results or other performance criteria.
Moreover, the directors do not benefit from remuneration in the
form of shares, stock options or an extra-legal pension scheme.
The derogation from Principle 7.6 of the Code is justified in
view of the specificities of the Company and in particular the
lack of executive directors.
– By derogation from Principle 7.9 of the Code, the director in
charge of the day-to-day management of the Company does
not benefit from shares, stock options or any other right to
acquire shares of the Company.
10.3. MAIN CHARACTERISTICS OF THE INTERNAL
CONTROL AND RISK MANAGEMENT SYSTEMS
The Board of Directors has implemented a process and a set of
procedures designed to ensure, with a reasonable degree of
certainty, the achievement of strategic objectives (Strategic),
the effectiveness and efficiency of operations (Operations),
compliance with laws and regulations (Compliance), and the
integrity and reliability of financial information (Reporting). The
Board evaluates this system of internal control once a year in its
capacity as the audit committee.
The system of internal control is tailored to the limited activities
of the Company and its simple operating structure. The internal
control measures are selected on the basis of the relevant
legal requirements, the principles of the relevant Belgian
Code Corporate Governance, the guidelines of the Corporate
Governance Committee and the five internal control components
developed within the international reference framework COSO
(2013).
Five components of internal control
Control
environment
Integrity and ethical values; tone at the top supporting
internal control; a transparent; organisational structure
with a clear assignment of authority and responsibility
Risk assessment Identifying and assessing risks to the achievement of
the Company’s SOCR objectives
Control activities Establishing policies and procedures to mitigate these
risks
Information and
communication
Implementation of information and communication
systems to support and monitor the achievement of the
objectives
Monitoring Monitoring and regular evaluation of the measures
implemented
In the description of its procedures of internal control and risk
management, the Company identifies general procedures, specific
risk management procedures and specific procedures regarding
the financial reporting process.
General procedures
Integrity and ethical values are fundamental when conducting
business. They are embedded in the organisation by means
of several standards and procedures (corporate governance,
remuneration policy, dealing code, conflict of interests, social
responsibility, gender diversity, etc.).
The mission, objectives and strategy of the Company are clearly
defined.
A clear governance structure, based on the requirements of the
CAC and the principles of the Corporate Governance Code
relevant to the Company, has been implemented.
20
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
Responsibilities are clearly defined based on a segregation
between the responsibilities of the Board of Directors and those
of the general manager, and detailed rules with respect to
authorisation to sign, special authorisations and representation of
the Company.
A set of internal procedures ensures compliance with legal and
regulatory obligations and best practices.
Security measures are implemented to ensure the continuity and
reliability of information systems.
Specific risk management procedures
Section 2 of this report sets out the risks to which the company may
be exposed and the way these risks are managed.
Specific procedures regarding the financial
reportingprocess
The content of the financial information is clearly defined. The
annual report consists of (i) the annual accounts prepared in
accordance with the legal and regulatory requirements applicable
in Belgium (BE GAAP), (ii) the report from the Board of Directors
and (iii) the statement from the Board of Directors on the true and
fair view of the annual accounts and on the fair presentation given
in the management report. The half-year financial report consists
of (i) the condensed interim accounts prepared in accordance with
BE GAAP, (ii) the interim report from the Board of Directors, and
(iii) a statement from the Board of Directors on the true and fair
view of the condensed interim accounts.
The bookkeeping is undertaken by an external accountant
accredited by the ITAA, who ensures compliance with the legal
and regulatory requirements related to company accounts
(Economic Code, Book III, Title 3, Chapter 2 and its implementing
royal decrees, as well as the related opinions of the “Commission
des Normes Comptables”). The accounting software used is
Exact Online. The data processed in this software are stored on
professional certified servers. Moreover, all documents made
available to the accountant are digitalised and stored on certified
servers of a professional host, the reliability of whose internal
control system has been confirmed by an audit. A rigorous system
has been put in place to back up the data on the server.
The annual accounts are prepared by an accountant mandated by
the general manager on the basis of the scheme made available
by the National Bank of Belgium. After their approval by the
shareholders during the annual general meeting, the annual
accounts are filed in XBRL format with the National Bank of
Belgium. This software contains consistency checks.
Apart from the organisational measures, specific procedures are
in place, such as analytical review by the general manager/
accountant of the trial balance, the preparation of a closing file
with detailed justification of balances and the reconciliation of
accounts with external counterparties.
The delegated regulation (EU) 2018/815 of the European
Commission of 17 December 2018 stipulates that the consolidated
financial statements (IFRS) of companies whose securities are
admitted for trading on a regulated market must be tagged in
accordance with ESEF requirements (“European Single Electronic
Format”) using iXBRL tags. This delegated regulation is applicable
in Belgium to annual financial reports on the annual accounts for
the financial years beginning on 1 January 1 or after this date.
As the Company is not required to and therefore does not prepare
consolidated accounts, its obligation is limited to filing the annual
financial report in XHTML format, without tagging. The ESEF report
is the official version of the annual financial report and is published
on the Company’s website and on the STORI platform provided for
this purpose by the FSMA. The ESEF report will be prepared by a
chartered accountant commissioned by the general manager and
published by him.
10.4. ADDITIONAL INFORMATION REQUIRED BY THE
ROYAL DECREE OF 14 NOVEMBER 2007
The following information is required by the aforementioned Royal
Decree insofar as it may, where applicable, have an impact on the
Company in the event of the launch of a takeover bid.
Shareholding structure
The shareholding structure of Financière de Tubize as indicated
by (i) the annual notification sent in accordance with Article 74,
§8 of the act of 1 April 2007 concerning takeover bids, (ii) the
notifications received by the Company in accordance with the act
of 2 May 2007 concerning the publication of significant holdings,
and (iii) notifications made in accordance with the market abuse
regulation by the directors of the Company or by persons closely
related to them, and taking into account the distribution of the
voting rights between those held in concert and those held
independently, was follows as at 31December 2025:
€ € 000 IN CONCERT INDEPENDENTLY TOTAL
NUMBER % NUMBER % NUMBER %
FEJ SRL 8,525,014 19.15% 475,372 1.07% 9,000,386 20.22%
Daniel Janssen 5,881,677 13.21% 0 0 5,881,677 13.21%
Altaï Invest SA 4,969,795 11.16% 40,205 0.09% 5,010,000 11. 26%
Barnfin SA 3,915,579 8.80% 0 0 3,915,579 8.80%
Total voting rights held by the concert 23,292,065 52.33% 515,577 1.16% 23,807,642 53.49%
Other shareholders - - 20,704,956 46.51% 20,704,956 46.51%
Total voting rights 23,292,065 52.33% 21,220,533 47.67% 44,512,598 100.00%
21
REPORT FROM THE BOARD OF DIRECTORS
The FEJ SRL, Daniel Janssen, the Altai Invest SA (controlled by
Evelyn du Monceau), and Barnfin SA act in concert.
The members acting in concert and their close family members
have no direct or indirect relationships with the Company other
than those resulting from their capacity as shareholders or, where
applicable, from representation on the Board of Directors.
Structure of the capital
The capital is represented by 44,512,598 ordinary shares. Each
share gives the same rights to dividends and entitlement to one
vote at the general shareholders meeting.
Restrictions on the transfer of shares
No specific restrictions apply on the transfer of shares other than
those imposed by law or those that might result from shareholders
agreements.
Special control rights
There are no instruments with special control rights.
Control mechanism in a system of staff shareholdings
No staff shareholdings system is in place.
Restriction on the exercising of voting rights
There are no restrictions, other than those imposed by law, on the
exercising of voting rights.
To attend or be represented at the general meeting and exercise
their voting right, shareholders must have carried out the
accounting registration of their shares no later than midnight,
Belgian time, on the fourteenth day before the general meeting
(i.e. for the ordinary general meeting to be held on Friday, 24 April
2026, by Friday, 10 April 2026, the “Registration Date”), either by
registering them in the Company’s register of nominative shares or
by registering them in the accounts of a licensed account holder or
a settlement institution, irrespective of the number of shares held on
the day of the meeting.
Shareholders must also inform the Company of their wish to attend
the general meeting. Holders of nominative shares should send the
Company the signed original of the attendance notice. This form
is appended to the convening notice. Holders of dematerialised
shares should send the Company a certificate, issued by the
licensed account holder or by the settlement institution, certifying
the number of shares that are registered in the accounts of
the account holder or settlement institution in the name of the
shareholder on the Registration Date and for which the shareholder
has declared that they wish to participate in the general meeting.
The attendance notice or the certificate should reach the Company,
at its registered office, no later than six days before the date of
the general meeting (i.e., for the 2026 ordinary general meeting,
Saturday, 18 April 2026).
Agreements between shareholders
The shareholders identified above act in concert. The applicable
terms are laid down in a shareholders agreement. The key
elements of this agreement can be summarised as follows:
– The objective of the concert is to ensure, through Financière de
Tubize, the stability of the shareholding structure of UCB with a
view to the long-term industrial development of the latter. With
this in mind, it aims to maintain the predominance of the family
shareholding structure of Financière de Tubize.
– The parties to the concert consult with each other about the
decisions to be taken at the general meeting of Financière
de Tubize and try, as far as is possible, to reach a consensus.
They ensure that they are properly represented on the Board
of Directors of Financière de Tubize. Within this Board and
through their representatives on the UCB Board of Directors,
they consult with each other about the significant strategic
decisions concerning UCB and try, as far as is possible, to
reach a consensus.
– The parties inform each other prior to any project of significant
acquisition or sale of shares of Financière de Tubize; pre-
emption rights and tag along are also in place within the
family.
Rules applicable to the appointment and replacement of
members of the Board of Directors
The Board of Directors submits to the general shareholders meeting
the appointments or renewals of directorships that it proposes. The
shareholders may also propose candidates.
Appointment proposals shall specify the proposed term of the
mandate and indicate any useful information regarding the
professional qualifications of the candidate, as well as a list of
positions that the proposed director already exercises.
The general shareholders meeting decides on the proposals by a
majority of the votes cast.
Directors are appointed by the general shareholders meeting for
a term of four years. They are eligible for re-election. The expiring
mandates come to an end after the ordinary general shareholders
meeting at which they have not been renewed.
In the event of a vacancy on the Board, the directors may fill
the vacancy temporarily. The shareholders will hold a definitive
election at the next general shareholders meeting.
An age limit has been set at the date of the ordinary general
meeting following the seventy-fifth birthday of a member. The
person concerned resigns from his/her mandate at this time.
Rules applicable to the modification of the articles of
association
The articles of association may only be amended by the general
shareholders meeting.
The general meeting can only deliberate on amendments of the
articles of association if the purpose of the proposed amendments
22
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
is expressly mentioned in the convening notice and if those who
attend the meeting represent at least half of the capital. If the
latter condition is not met, a further meeting can validly deliberate
irrespective of the portion of capital represented.
An amendment requires a 3/4th majority of the votes, except in
those cases where the law requires other majority rules.
Powers of the Board of Directors
The Board of Directors is the management body of Financière de
Tubize. The board meeting of 20 March 2026 confirmed that the
one-tier governance structure is indeed the most appropriate for
the company’s operations.
It is competent to decide on all matters that the law or the articles
of association do not expressly entrust to the general shareholders
meeting.
It is responsible for the general policy of the Company and its
implementation.
Within the context of its mission, the tasks of the Board of Directors
include but are not limited to:
– Defining the strategic objectives and implementing structures
enabling their achievement
– Convening and proposing the agendas for the ordinary and
extraordinary general shareholders meetings
– Proposing candidates for election as directors, including
independent directors, for approval by the general
shareholders meeting
– Establishing the accounts and proposing the appropriation of
the result
– Approving investments
– Preparing and closing the financial statements
– Ensuring the timely publication of the financial statements
and other significant financial or non-financial information
communicated to the shareholders and to the general public
– Ensuring that all human, IT and financial resources are in place
to enable the Company to achieve its objectives
– Implementing a system of internal control and risk management
– Assessing the performance of the general manager
– Supervising the work of the statutory auditor
– Establishing the Company’s communication policy and
supervising all external communication channels
– Determining the governance structure of the company (and
reassessing it every five years)
– Adopting the remuneration policy and submitting it to the
general meeting
– Ensuring the proper implementation of the Company’s
corporate governance rules based on the principles of the
Code.
The Board of Directors allocates adequate resources to exercise its
functions.
The Board is jointly responsible in respect of the Company for the
proper exercising of its powers.
The general shareholders meeting of 25 April 2025 has granted
the board of directors, for a period of five years from the date of
publication of the minutes of the said meeting, the authorisation to
acquire shares of the company under the conditions provided for
by law. The par value of the shares purchased may not exceed
20% of the subscribed capital. Purchases may be made at a
price between 1 euro and a price per share which shall not be
higher than the highest price quoted for the Company’s shares on
Euronext Brussels on the day of acquisition. The Board of Directors
is authorised, in the event of the cancellation of own shares
acquired by the company, to establish the number of shares to
be cancelled and to adapt Article 5 of the articles of association
based on the number of shares cancelled. The Board of Directors
may also dispose of the company’s shares on the stock exchange
or in any other way. Moreover, the general shareholders meeting
of 25 April 2025 authorised the Board of Directors, for a period
of three years as of the date of publication of the amendment to
the articles of association by the aforementioned general meeting,
toacquire and to dispose of shares of the company in order to
avoid any serious and imminent damage to the Company.
Significant agreements that might be impacted by
atakeover bid
The Company is party to a credit agreement :
1. with BNP Paribas Fortis SA for an amount of € 200 million
(100 million from January 2026). The general credit opening
conditions governing this agreement include a clause conferring
upon BNP Paribas Fortis SA the right to suspend or terminate,
with immediate effect and without formal notice, entirely or
partly, the credit facilities or one of its forms of utilisation, for
the utilised part as well as for the non-utilised part, all in the
event of the substantial modification of the Financière de Tubize
shareholding structure which might impact on the composition
of the governing bodies or on the overall risk assessment by the
bank.
2. with Belfius Banque SA for an amount of € 150 million. The
Credit Regulation of June 2012, which applies to this agreement,
includes a clause which confers upon Belfius Bank SA the right
to terminate or suspend the credit facility, entirely or in part,
without prior formal notice or legal recourse, with immediate
effect on the date of dispatch of the letter giving notice of
denunciation or suspension, in the event of a change in the
administration of Financière de Tubize, or if one of the active
or jointly liable members, or one of the majority shareholders
withdraws or dies.
3. from January 2026, with KBC Bank NV, for an amount of
€ 100 million. The general terms and conditions of the loans
include a clause granting KBC Bank NV the right to terminate
or suspend, in whole or in part, the credit facility and its forms of
use, both for the used and unused portions, without prior notice
or legal recourse, with immediate effect on the date of dispatch
23
REPORT FROM THE BOARD OF DIRECTORS
(whether digital or non-digital) of the letter of notification of
termination or suspension in the event of a substantial change in
the shareholding structure of the borrowers or in the voting rights
attached to the shares, which is likely to have an impact on the
composition of the administrative bodies or on the bank’s overall
risk assessment.
Indemnities in case of a takeover bid
There are no agreements between the Company and its directors
or officers that would, as a result of a takeover bid, trigger
indemnities to directors or officers resigning or being forced to
leave their positions without any valid reason. The Company has
no staff.
10.5. COMPOSITION AND FUNCTIONING OF
THEBOARD OF DIRECTORS
Composition and attendance
The Board currently consists of eleven members (eight
representatives of the family shareholders and three independent
directors). No director is an executive director.
The Board of Directors meets at least three times a year. In 2025,
the Board met six times. The composition as well as the individual
attendance rate of the directors at Board meetings are summarised
in the table below:
NAME FUNCTION INDEPENDENT MANDATE
TOTAL
REMU NE-
RATION (€)
PRESENCE
ATTENDANCE
FEES (€)
AlgoScient SARL represented by Cédric van Rijckevorsel Member No 2025-29 50,060 6/6 3,000
Bergendal & Co SRL represented by Tanguy du Monceau Member No 2024-28 50,060 6/6 3,000
BLTB SRL represented by Charles-Antoine Janssen Member No 2023-27 50,060 6/6 3,000
Carinne Brouillon (strating from 06/06/2025) Member Yes 2025-29 42,651 3/6 0
Eric Cornut Member No 2022-26 49,060 5/6 2,000
Evelyn du Monceau Member No 2023-27 50,060 6/6 3,000
Cynthia Favre d’Echallens Member No 2022-26 50,060 6/6 3,000
Sandrine Flory Member Yes 2024-28 58,591 6/6 3,000
Iris Löw-Friedrich (strating from 06/06/2025) Member No 2025-29 34,121 3/6 0
Nikita SRL represented by Cyril Janssen Member No 2025-29 50,060 6/6 3,000
Praksis BV represented by Bruno Holthof (Chairman strating from
25/04/2025) Chairman Yes 2025-29 96,091 6/6 3,000
Vauban NV represented by Gaëtan Hannecart (until 25/04/2025) Chairman Yes 2021-25 21,121 2/6 2,000
The appointments of Ms Carinne Brouillon as an independent
director and Ms Iris Löw-Friedrich were confirmed at the
extraordinary general meeting on 24 September 2025 for a term
of four years ending at the ordinary general meeting in 2029.
Ms Carinne Brouillon will submit her resignation at the general
meeting on 24 April 2026. The appointment of StratRisk Partners
GmbH, represented by Ms Carinne Brouillon, will be proposed at
the same meeting for a term of four years, expiring at the ordinary
general meeting of 2030.
The directorship of Ms. Cynthia Favre d’Echallens and Mr. Eric
Cornut will expire at the ordinary general meeting on 24 April
2026. The appointment of Corisatis SRL, represented by Ms.
Cynthia Favre d’Echallens, and the renewal of Mr Eric Cornut’s
term of office will be proposed at the said meeting for a term of
four years ending at the 2030 Annual General Meeting.
Finally, the term of office of Ms Evelyn du Monceau will end at
the ordinary general meeting on 24 April 2026, in accordance
with the provisions of the Company’s Governance Charter. The
appointment of Heygieia Consulting BV, represented by Mr Stef
Heylen, will be proposed at the same meeting for a term of four
years ending at the 2030 ordinary general meeting.
Functioning
The Board of Directors appoints a chairman from among its
members. The chairman coordinates the activities of the Board and
ensures its proper functioning. He ensures, in particular, that the
corporate governance best practices apply to the relations between
the shareholders, the Board of Directors and the general manager
responsible for the day-to-day management.
With a view to further professionalisation, the Board of Directors
decided on 1 August 2025 to appoint a Vice-Chairman. In addition
to forming an effective partnership with the Chairman and ensuring
best practices in governance, the Vice-Chairman will manage
relations with the family shareholders of Financière de Tubize.
The role of company secretary is entrusted to the general manager.
The company secretary, under the leadership of the chairman,
ensures that information flows properly within the Board of Directors.
He facilitates the training of Board members. Directors can call upon
the secretary individually. The company secretary regularly reports
to the Board, under the leadership of the chairman, on compliance
with Board procedures, rules and regulations.
The Board of Directors meets when it is convened by the chairman
or by the director replacing him, as often as required in the interests
of the Company. It must, in addition, be convened when at least two
directors so request. Board meetings are convened by means of a
written invitation sent to each of the directors eight days before the
meeting, except in case of urgency, and including the agenda. The
Board of Directors can validly meet without convening if all directors
are present or represented and have agreed on the agenda.
24
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
The key items on the agenda of the Board of Directors during the
2025 financial year included: the monitoring of UCB’s performance,
the annual and half-yearly financial reports, the preparation of
the ordinary and extraordinary general meetings of 2025, the
2026 budget, aspects of the functioning of the Board (assessment,
training), cash management and bank debt, including renegotiating
credit lines and reviewing the remuneration policy.
The Chairman of the Board of Directors draws up the agenda of
the meetings, in consultation with the Secretary. He ensures that
the directors receive the same accurate and detailed information in
good time prior to the meetings.
The meetings of the Board of Directors are chaired by the chairman
or by the director replacing him.
The Board may only validly deliberate if the majority of the members
are present or represented. The attendance quorum is calculated on
the basis of the number of directors taking part in the voting, without
taking into account those who should withdraw from the deliberation
pursuant to the Companies and Associations Code.
Each director may, by simple letter or proxy, delegate to another
Board member the power to represent him/her. However, no
director may have more than two votes, including her/his own vote.
Resolutions are adopted by a majority of votes. In the event of a tie,
the chairman of the meeting has the casting vote.
Decisions of the Board of Directors may be taken by unanimous
written consent of the directors.
The deliberations of the Board of Directors are documented in
minutes that are kept in a special register at the registered office of
the Company. These minutes are signed by at least the majority of
the members who have taken part in the deliberations.
During the financial year, there were no transactions or contractual
relations between, on the one hand, the directors and/or the
manager and, on the other hand, the Company, other than those
resulting from their capacity as director or manager delegated to
undertake the day-to-day management of the Company.
This year, the Board of Directors conducted an assessment exercise
for which the assistance of an independent third party was
requested.
10.6. DIVERSITY POLICY
Since the Company has a very simple management structure and
no staff, it has put in place a diversity policy which essentially
concerns the composition of its Board of Directors. This policy
implies that several elements must be taken into account, such as
compliance with legal requirements and the Code, but also the
representation of reference shareholders, the complementarity of
expertise and skills, the diversity of functions, age, the transition
from one generation to another, gender, independence,
motivation, personal qualities, availability, etc.
Article 7:86 §1 of the CAC requires that at least one-third of the
Board members have a gender that is different from that of the
other members. The required minimum number is rounded off to the
nearest whole number. The composition of the Board, with six male
and five female members, complies with the legal requirements.
Furthermore, Financière de Tubize, a Company with a stable stake
in UCB, participates in the Diversity, equity and inclusion Policy of
UCB’s Board of Directors.
10.7. 2025 REMUNERATION REPORT
A new Remuneration Policy was established by the Board of
directors of Financière de Tubize (the ‘Company’) pursuant to
Article 7:89/1 of the Belgian Companies and Associations Code
(‘CAC’) and was approved at the extraordinary general meeting
of 24 September 2025, with retroactive effect from 6 June 2025,
the date on which the two new directors were co-opted by the
Board of Directors.
General
Under Article 7:100, §4 of the CAC, Financière de Tubize is
exempted from the obligation to set up a remuneration committee.
The functions assigned to the remuneration committee are
exercised by the Board of Directors as a whole. In this respect, the
Board has set, in accordance with the decisions of the Ordinary
General Meeting of 25 April 2025, for the period from 1 January
2025 to 5 June 2025, and of 24 September 2025 for the period
from 6 June 2025 to 31 December 2025, the remuneration of the
directors and the managing director for the 2025 financial year.
Significant changes
In accordance with Article 7:89, §2, 7° of the Companies and
Associations Code, this remuneration policy describes the main
changes made by the extraordinary general meeting of 24
September 2025.
The main changes can be summarised as follows:
(i) The remuneration structure for directors has been adjusted by
replacing the system combining a fixed amount and attendance
fees with a single annual lump sum remuneration, the amount
of which has been revalued to take into account changes in
responsibilities and market practices.
(ii) A flat-rate travel expense allowance scheme has been
introduced. However, the reimbursement of travel expenses
actually incurred is maintained.
Policy
1. From 1 January to 5 June 2025: the general meeting of
shareholders on 25 April 2025 confirmed the directors’
remuneration at € 30,000 per year and per director and also
granted an attendance fee of € 1,000 per meeting (general
meeting included) for each director. The fixed fee of the
chairman of the Board of Directors is twice the fee of a director.
He receives the same attendance fee as a director.
2. From 6 June to 31 December 2025: the extraordinary general
meeting of 24 September 2025 set the individual remuneration
of directors at a fixed amount of € 60,000 per annum for an
25
REPORT FROM THE BOARD OF DIRECTORS
indefinite period. The chairman of the board of directors is
remunerated with a fixed emolument equal to twice that of the
other directors, i.e. € 120,000 per annum.
The Company grants an annual lump sum of € 15,000 to directors
residing in Europe (excluding Belgium) and € 30,000 to those
residing outside Europe. This lump sum is intended to compensate
for the time spent travelling in the course of their duties, taking into
account their place of residence. The Company also reimburses
the travel expenses actually incurred by directors for meetings and
when performing their duties as members of the board of directors.
In 2025, non-independent directors waived their lump sum travel
allowance.
These amounts are exclusive of VAT and any employer’s social
security contributions, which will be borne by Financière de Tubize.
The service agreement between the Company and the general
manager provides for remuneration based on the number of
hours worked plus an annual bonus allocated according to the
achievement of objectives fixed by mutual agreement with the
chairman of the Board of Directors at the beginning of each
financial year.
The mandate of general manager, in charge of the day-to-day
management, is exercised by the company ENRE SRL whose head
office is located at Place Obert de Thieusies 1, 7830 Thoricourt,
represented by Eric Nys.
The fees granted to ENRE SRL for the 2025 financial year
amounted to € 239,520 (excluding VAT).
The general manager‘s remuneration consists of a fixed sum of
€ 1,440 (excl. VAT) per day worked, plus an annual bonus of
€ 48,000 (excluding VAT) allocated according to the achievement
of objectives set by mutual agreement with the chairman of the
Board of Directors at the beginning of each financial year.
The general manager does not receive a pension or other benefits
and does not receive shares, stock options or any other right to
acquire shares in Financière de Tubize.
The service agreement governing the relationship between the
Company and the general manager stipulates that either party
may terminate this relationship by giving three months’ notice to the
other party, effective three working days after notice is given by
registered letter.
No compensation is provided for in the agreement.
Remuneration and other benefits granted to other
directors or executive officers
As the general manager is the only executive officer of the
company, this information does not apply.
Brussels, 20 March 2026.
The Board of Directors
Bruno Holthof, Evelyn du Monceau,
Chairman of the Member of the
Board of Directors Board of Directors
26
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
Responsible persons
andstatement from the
Board ofDirectors
Responsible persons
BOARD OF DIRECTORS
AlgoScient SARL, represented
by Cédric van Rijckevorsel Member
Bergendal & Co SRL represented
by Tanguy du Monceau Member
BLTB SRL represented by Charles-Antoine Janssen Member
Carinne Brouillon Member
Eric Cornut Member
Evelyn du Monceau Member
Cynthia Favre d’Echallens Member
Sandrine Flory Member
Iris Löw-Friedrich Member
Nikita SRL, represented by Cyril Janssen Member
Praksis BV, represented by Bruno Holthof Chairman
HONORARY CHAIRMAN
Daniel Janssen
STATUTORY AUDITOR
BDO Company Auditors SRL,
represented by Sébastien Jaspar.
DAYTODAY MANAGEMENT
ENRE SRL, represented by Eric Nys.
Statement from the Board of Directors
We declare that to our knowledge:
– The statutory financial statements, prepared in accordance
with the applicable accounting standards, give a true and fair
view of the net assets, liabilities, financial position and results of
Financière de Tubize;
– The management report includes a fair presentation of the
development of the business, the results and the position of
Financière de Tubize, as well as a description of the principal
risks and uncertainties that the Company faces.
Brussels, 20 March 2026.
The Board of Directors
Bruno Holthof, Evelyn du Monceau,
Chairman of the Member of the
Board of Directors Board of Directors
27
ANNUAL ACCOUNTS
FINANCIÈ RE DE TUBIZE – ANNUAL REPORT 2025
26
–
Annual accounts
Balance
Assets 2025 2024
Formation expenses -
-
Fixed assets 1,932,557,686
1,928,189,320
Intangible fixed assets -
-
Tangible fixed assets 1,257
2,115
Furniture and vehicles 1,257
2,115
Financial fixed assets 1,932,556,429
1,928,187,205
Companies linked by participating interests 1,932,552,429
1,928,187,205
Participating interests 1,932,552,429
-
Other financial fixed assets 4,000
-
Amounts receivable and cash guarantees 4,000
-
Current assets 1,581,076
1,492,305
Amounts receivable after more than one year -
-
Stocks and contracts in progress -
-
Amounts receivable within one year 7,397
8,607
Other amounts receivable 7,397
8,607
Current investments 900,000
-
Other investments 900,000
-
Cash at bank and in hand 368,071
1,429,100
Deferred charges and accrued income 305,608
54,598
Total assets 1,934,138,762
1,929,681,625
28
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
ANNUAL ACCOUNTS
27
Equity and liabilities 2025 2024
Equity 1,885,559,936 1,840,405,526
Contributions 236,224,992 236,224,992
Capital 235,000,000 235,000,000
Issued capital 235,000,000 235,000,000
Beyond capital 1,224,992 1,224,992
Share premium account 1,224,992 1,224,992
Revaluation surpluses - -
Reserves 1,469,129,708 1,469,129,708
Reserves not available 23,500,000 23,500,000
Legal reserve 23,500,000 23,500,000
Reserves not available statutorily - -
Available reserves 1,445,629,708 1,445,629,708
Accumulated profits (losses) 180,205,236 135,050,826
Capital subsidies - -
Advance to shareholders on the distribution of net
Assets
- -
Provisions and deferred taxes - -
Provisions for liabilities and charges - -
Deferred taxes - -
Amounts payable 48,578,826 89,276,099
Amounts payable after more than one year - -
Amounts payable within one year 48,378,826 88,109,477
Financial debts - 41,300,000
Credit institutions - 41,300,000
Trade debts 298,327 510,155
Suppliers 298,327 510,155
Taxes, remuneration and social security - -
Taxes - -
Remuneration and social security - -
Other amounts payable 48,080,499 46,299,322
Accruals and deferred income 200,000 1,166,622
Total liabilities 1,934,138,762 1,929,681,625
29
ANNUAL ACCOUNTS
ANNUAL ACCOUNTS
27
Equity and liabilities
2025
2024
Equity
1,840,405,526
Contributions
236,224,992
Capital
235,000,000
Issued capital
235,000,000
Beyond capital
1,224,992
Share premium account
1,224,992
Revaluation surpluses
-
Reserves
1,469,129,708
Reserves not available
23,500,000
Legal reserve
23,500,000
Reserves not available statutorily
-
Available reserves
1,445,629,708
Accumulated profits (losses)
135,050,826
Capital subsidies
-
Advance to shareholders on the distribution of net
Assets
-
Provisions and deferred taxes
-
Provisions for liabilities and charges
-
Deferred taxes
-
Amounts payable
89,276,099
Amounts payable after more than one year
-
Amounts payable within one year
88,109,477
Financial debts
41,300,000
Credit institutions
41,300,000
Trade debts
510,155
Suppliers
510,155
Taxes, remuneration and social security
-
Taxes
-
Remuneration and social security
-
Other amounts payable
46,299,322
Accruals and deferred income
1,166,622
Total liabilities
1,929,681,625
FINANCIÈ RE DE TUBIZE – ANNUAL REPORT 2025
28
Profit and loss account
Profit and loss account 2025 2024
Operating income -
13,257
Non-recurring operating income - 13,257
Operating charges 2,968,579 2,249,232
Services and other goods 2,966,721 2,236,142
Amortisations of and other amounts written down on
formation expenses, intangible and tangible fixed assets
859
461
Other operating charges 999
12,629
Non-recurring operating charges - -
Operating profit (loss) (2,968,579) (2,235,975)
Financial income 98,089,341 95,894,219
Recurring financial income 98,088,347 95,884,007
Income from financial fixed assets 98,082,480 95,859,249
Income from current assets 5,867 24,658
Other financial income - 100
Non-recurring financial income 994 10,212
Financial charges 1,892,746 3,553,915
Recurring financial charges 1,892,746
3,553,915
Debt charges 1,840,882 3,479,130
Other financial charges 51,864 74,785
Profit (loss) for the period before taxes 93,228,016 90,104,329
Transfer from deferred taxes -
-
Transfer to deferred taxes -
-
Income taxes on the result -
-
Profit (loss) of the period 93,228,016 90,104,329
Transfer from untaxed reserves -
-
Transfer to untaxed reserves -
-
Profit (loss) of the period available for appropriation 93,228,016 90,104,329
30
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
ANNUAL ACCOUNTS
29
Appropriation account
Appropriation account 2025 2024
Profit (loss) to be appropriated 228,278,842 181,343,928
Profit(loss) of the period available for appropriation 93,228,016 90,104,329
Profit (loss)
of the preceding period brought forward 135,050,826 91,239,599
Transfers from equity -
455,591
from contributions - -
from reserves -
455,591
Appropriations to equity - 455,591
to contributions - -
to legal reserve - -
to other reserves - 455,591
Profit (loss) to be carried forward 180,205,236 135,050,826
Shareholders' contribution in respect of losses -
-
Profit to be distributed 48,073,606 46,293,102
Compensation for contributions 48,073,606 46,293,102
Furniture and vehicles
Furniture and vehicles 2025 2024
Acquisition value at the end of the period 2,576 -
Movements during the period
Acquisitions, including produced fixed assets - 2,576
Acquisition value at the end of the period 2,576 2,
576
Revaluation surpluses at the end of the period -
-
Movements during the period
Revaluation surpluses at the end of the period -
-
Amortisations and amounts written down at the end of the period 461
-
Movements during the period
Recorded 859
461
Amortisations and amounts written down at the end of the period 1,320
461
Net book value at the end of the period 1,257
2,
115
31
ANNUAL ACCOUNTS
ANNUAL ACCOUNTS
29
Appropriation account
Appropriation account
2025
2024
Profit (loss) to be appropriated
181,343,928
Profit(loss) of the period available for appropriation
90,104,329
Profit (loss) of the preceding period brought forward
91,239,599
Transfers from equity
455,591
from contributions
-
from reserves
455,591
Appropriations to equity
455,591
to contributions
-
to legal reserve
-
to other reserves
455,591
Profit (loss) to be carried forward
135,050,826
Shareholders' contribution in respect of losses
-
Profit to be distributed
46,293,102
Compensation for contributions
46,293,102
Furniture and vehicles
Furniture and vehicles
2025
2024
Acquisition value at the end of the period
2,576
-
Movements during the period
Acquisitions, including produced fixed assets
-
2,576
Acquisition value at the end of the period
2,576
2,576
Revaluation surpluses at the end of the period
-
-
Movements during the period
Revaluation surpluses at the end of the period
-
-
Amortisations and amounts written down at the end of the period
461
-
Movements during the period
Recorded
859
461
Amortisations and amounts written down at the end of the period
1,320
461
Net book value at the end of the period
1,257
2,115
FINANCIÈ RE DE TUBIZE – ANNUAL REPORT 2025
26
Statement of financial fixed assets
Companies linked by participating interest –
participating interests and shares
2025 2024
Acquisition value at the end of the period 1,928,187,205 1,919,609,131
Movements during the period
Acquisitions 4,365,224 8,578,074
Acquisition value at the end of the period 1,932,552,429 1,928,187,205
Revaluation surpluses at the end of the period -
-
Movements during the period
Revaluation surpluses at the end of the period -
-
Amounts written down at the end of the period -
-
Movements during the period
Amounts written down at the end of the period -
-
Uncalled amounts at the end of the period -
-
Movements during the period -
-
Uncalled amounts at the end of the period -
-
Net book value at the end of the period 1,932,552,429 1,928,187,205
Enterprises linked by a participating interest -
amounts receivable
-
-
Net book value at the end of the period -
-
Movements during the period -
-
Net book value at the end of the period -
-
Accumulated amounts written down on amounts
Receivable at end of the period
-
-
Other enterprises - Receivables 2025 2024
Net book value at the end of the period -
-
Movements during the period
Additions 4,000 -
Net book value at the end of the period 4.000
-
Current investments and accruals and deferred income
Current investments
2025 2024
Shares and investments other than fixed income investments
- -
Fixed income securities
- -
Fixed term accounts with credit institutions
900,000 -
With a remaining term or notice
up to one month 900,000 -
Other investments not mentioned above
- -
32
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
ANNUAL ACCOUNTS
27
Participating interests information
PARTICIPATING INTERESTS AND OTHER RIGHTS IN OTHER COMPANIES
Name, full address of
the registered office
and for an entity
governed by Belgian
law, the company
registration number
Rights held Data extracted from the most recent annual accounts
Natur
e
Directly
Subsid
iaries
Annual
accounts
as per
Curre
ncy
code
Capital and
reserves
Net result
Number % %
UCB 0403053608
Public limited company
Allée de la Recherche 60
1070 Anderlecht
Belgium
Voting
rights
70,562,93
5
36.28 0 31-12-24 EUR 9,053,357,793 389,632,383
Statement of capital
2025 2024
Capital 235,000,000 235,000,000
Issued capital at the end of the period 235,000,000 235,000,000
Amounts Number of shares
Modifications during the period -
-
Composition of the capital -
-
Shares types -
-
Registered shares -
30,995,112
Shares dematerialized -
13,517,486
Uncalled
amount
Uncalled
amount
Unpaid Capital -
-
Uncalled capital -
-
Called up capital, unpaid -
-
Shareholders that still need to pay up in full -
-
2025 2024
Own shares -
-
Commitments to issuing shares -
-
Authorised capital not issued -
-
Shares issued, non-representing capital - -
33
ANNUAL ACCOUNTS
ANNUAL ACCOUNTS
27
Participating interests information
PARTICIPATING INTERESTS AND OTHER RIGHTS IN OTHER COMPANIES
Name, full address of
the registered office
and for an entity
governed by Belgian
law, the company
registration number
Rights held
Data extracted from the most recent annual accounts
Natur
e
Directly
Subsid
iaries
Annual
accounts
as per
Curre
ncy
code
Capital and
reserves
Net result
Number
%
%
UCB 0403053608
Public limited company
Allée de la Recherche 60
1070 Anderlecht
Belgium
Voting
rights
70,562,93
5
36.28
0
31-12-24
EUR
9,053,357,793
389,632,383
Statement of capital
2025
2024
Capital
235,000,000
235,000,000
Issued capital at the end of the period
235,000,000
235,000,000
Amounts
Number of shares
Modifications during the period
-
-
Composition of the capital
-
-
Shares types
-
-
Registered shares
-
30,995,112
Shares dematerialized
-
13,517,486
Uncalled
amount
Uncalled
amount
Unpaid Capital
-
-
Uncalled capital
-
-
Called up capital, unpaid
-
-
Shareholders that still need to pay up in full
-
-
2025
2024
Own shares
-
-
Commitments to issuing shares
-
-
Authorised capital not issued
-
-
Shares issued, non-representing capital
-
-
FINANCIÈ RE DE TUBIZE – ANNUAL REPORT 2025
28
Shareholders' structure of the company at year-end closing date
As reflected in the notifications received by the company pursuant to article 7:225 of the Belgian Companies and Associations
Code, article 14 fourth paragraph of the law of 2 May 2007 on the publication of major holdings and article 5 of the Royal
Decree of 21 August 2008 on further rules for certain multilateral trading facilities.
Name of the persons who hold the rights of the company,
together with the address (of the registered office, in the
case of a legal person) and the company registration
number, in the case of an company governed by Belgian
law
Rights held
Number of voting rights
Nature
Linked to
securities
Not linked to
securities
%
Altaï Invest SA
Voting rights
5,010,000
11.26
0466614441
Avenue de Tervueren 412 bte 13
1150 Woluwe-Saint-Pierre
BELGIUM
Barnfin SA Voting rights 3,915,579 8.80
0461348628
Rue de la Cambre 180
1200 Woluwe-Saint-Lambert
BELGIUM
FEJ SRL
Voting rights
9,000,386
20.22
0456059653
Avenue Louise 240 bte 14
1050 Ixelles
BELGIUM
Janssen Daniel
Voting rights
5,881,677
13.21
Chaussée de Bruxelles 110A
1310 La Hulpe
BELGIUM
34
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
ANNUAL ACCOUNTS
29
Statement of amounts payable and accruals and deferred income (liabilities)
Breakdown of amounts payable with an original term of more than
one year, according to their residual maturity
2025 2024
Current portion of amounts payable after more than one year falling due
within one year
Financial debts - 41,300,000
Trade debts - -
Advance payments on contract in progress - -
Other amounts payable - -
Total current portion of amounts payable after more than one year falling
due within one year
- 41,300,000
Amounts payable with a remaining term of more than one year, yet less
than 5 years
-
-
Financial debts - -
Trade debts - -
Advance payments on contracts in progress - -
Other amounts payable - -
Total amounts payable with a remaining term of more than one year, yet
less than 5 years
-
-
Amounts payable with a remaining term of more than 5 years
Financial debts - -
Trade debts - -
Advance payments on contracts in progress - -
Other amounts payable - -
Total amounts payable with a remaining term of more than 5 years -
-
Amounts payable guaranteed 2025 2024
Amounts payable guaranteed by Belgian government agencies
Financial debts - -
Trade debts - -
Advance payments on contracts in progress - -
Remuneration and social security - -
Other amounts payable - -
Total amounts payable guaranteed by Belgian government agencies -
-
Amounts payable guaranteed by real securities or irrevocably promised by
the enterprise on its own assets
Financial debts - 41,300,000
Credit institutions - 41,300,000
Other loans - -
Taxes, remuneration and social security - -
Other amounts payable - -
Total amounts payable guaranteed by real securities given or irrevocably
promised by the company on its own assets
- 41,300,000
35
ANNUAL ACCOUNTS
ANNUAL ACCOUNTS
29
Statement of amounts payable and accruals and deferred income (liabilities)
Breakdown of amounts payable with an original term of more than
one year, according to their residual maturity
2025
2024
Current portion of amounts payable after more than one year falling due
within one year
Financial debts
-
41,300,000
Trade debts
-
-
Advance payments on contract in progress
-
-
Other amounts payable
-
-
Total current portion of amounts payable after more than one year falling
due within one year
-
41,300,000
Amounts payable with a remaining term of more than one year, yet less
than 5 years
-
-
Financial debts
-
-
Trade debts
-
-
Advance payments on contracts in progress
-
-
Other amounts payable
-
-
Total amounts payable with a remaining term of more than one year, yet
less than 5 years
-
-
Amounts payable with a remaining term of more than 5 years
Financial debts
-
-
Trade debts
-
-
Advance payments on contracts in progress
-
-
Other amounts payable
-
-
Total amounts payable with a remaining term of more than 5 years
-
-
Amounts payable guaranteed
2025
2024
Amounts payable guaranteed by Belgian government agencies
Financial debts
-
-
Trade debts
-
-
Advance payments on contracts in progress
-
-
Remuneration and social security
-
-
Other amounts payable
-
-
Total amounts payable guaranteed by Belgian government agencies
-
-
Amounts payable guaranteed by real securities or irrevocably promised by
the enterprise on its own assets
Financial debts
-
41,300,000
Credit institutions
-
41,300,000
Other loans
-
-
Taxes, remuneration and social security
-
-
Other amounts payable
-
-
Total amounts payable guaranteed by real securities given or irrevocably
promised by the company on its own assets
-
41,300,000
FINANCIÈ RE DE TUBIZE – ANNUAL REPORT 2025
30
Taxes, remuneration and social security 2025 2024
Taxes (headings 450/3 and 179 of liabilities)
Outstanding tax debts - -
Accruing taxes payable - -
Estimated taxes payable - -
Remuneration and social security (headings 454/9 and 179 of liabilities)
Amounts due to the National Social Security Office - -
Other amounts payable in respect of remuneration and social security - -
Accruals and deferred income 2025 2024
Allocation of heading 492/3 of liabilities if the amount is significant
Accrued expenses : interest -
1,066,861
Accrued expenses : reserveration commission 200,000 99,762
36
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
ANNUAL ACCOUNTS
31
Operating results
Operating charges 2025 2024
Employees for whom the enterprise submitted a DIMONA declaration or
who are recorded in the general personnel register
-
-
Personnel costs -
-
Provisions for pensions and similar obligations -
-
Depreciations -
-
Provisions for liabilities and charges -
-
Other operating charges 999 12,629
Taxes related to operation 999 12,629
Hired temporary staff and personnel placed at the company’s disposal -
-
Financial results
Recurring financial charges 2025 2024
Depreciation of loan issue expenses -
-
Capitalised interests -
-
Depreciations on current assets -
-
Other financial charges -
-
Provisions of a financial nature -
-
Allocation of other financial costs 51,864 74,786
Exchange differences realized - 11
Results from the conversion of foreign currencies - -
Other - -
Bank costs 2,703 6,454
Underwriting and selling expenses 49,161 68,321
37
ANNUAL ACCOUNTS
ANNUAL ACCOUNTS
31
Operating results
Operating charges
2025
2024
Employees for whom the enterprise submitted a DIMONA declaration or
who are recorded in the general personnel register
-
-
Personnel costs
-
-
Provisions for pensions and similar obligations
-
-
Depreciations
-
-
Provisions for liabilities and charges
-
-
Other operating charges
999
12,629
Taxes related to operation
999
12,629
Hired temporary staff and personnel placed at the company’s disposal
-
-
Financial results
Recurring financial charges
2025
2024
Depreciation of loan issue expenses
-
-
Capitalised interests
-
-
Depreciations on current assets
-
-
Other financial charges
-
-
Provisions of a financial nature
-
-
Allocation of other financial costs
51,864
74,786
Exchange differences realized
-
11
Results from the conversion of foreign currencies
-
-
Other
-
-
Bank costs
2,703
6,454
Underwriting and selling expenses
49,161
68,321
FINANCIÈ RE DE TUBIZE – ANNUAL REPORT 2025
32
Income and charge of exceptional size or incidence
Income and charges of exceptional size or incidence 2025 2024
Non recurring income 994 23,469
Non-recurring operating income - 13,257
Write-back of depreciation and of amounts written off intangible and tangible
fixed assets
- -
Write-back of provisions for extraordinary operating liabilities and charges - -
Capital gains on disposal of intangible and tangible fixed asset - -
Other non-recurring operating income - 13,257
Non-recurring financial income 994 10,212
Write-back of amounts written down financial fixed assets - -
Write-back of provisions for extraordinary financial liabilities and charges - -
Capital gains on disposal of financial fixed assets - -
Other non-recurring financial income 994 10,212
Non-recurring expenses - -
Non-recurring operating charges - -
Non-recurring depreciation of and amounts written off formation expenses,
intangible and tangible fixed assets
- -
Provisions for extraordinary operating liabilities and charges: Appropriations
(uses)
- -
Capital losses on disposal of intangible and tangible fixed assets - -
Other non-recurring operating charges - -
Non-recurring operating charges carried to assets as restructuring costs (-) - -
Non-recurring financial charges - -
Amounts written off financial fixed assets - -
Provisions for extraordinary financial liabilities and charges - Appropriations
(uses)
- -
Capital losses on disposal of financial fixed assets - -
Other non-recurring financial charges - -
Non-recurring financial charges carried to assets as restructuring costs (-) - -
38
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
ANNUAL ACCOUNTS
33
Taxes
Income taxes 2025 2024
Income taxes on the result of the period -
-
Income taxes on the result of prior periods -
-
Major reasons for the differences between pre-tax profit, as it results from
the annual accounts, and estimated taxable profit
Definitive taxed income 98,082,480 95,859,249
2025 2024
Impact of non-recurring results on income taxes on the result of the period
2025 2024
Sources of deferred taxes
Deferred taxes representing assets
161,177,991
156,176,261
Dividend received deduction
161,177,991
156,176,261
Deferred taxes representing liabilities
-
-
Value added taxes and taxes borne by third parties 2025 2024
Value added taxes charged
Amounts withheld on behalf of third party by way of
Payroll withholding taxes 109,117 75,312
Withholding taxes on investment income 8,233,046 8,174,744
Rights and commitments not reflected in the balance sheet
Real guarantees 2025 2024
Real guarantees provided or irrevocably promised by the enterprise on its
own assets as security of debts and commitments of the enterprise
Pledging other assets or irrevocable mandates to pledge other assets
Book value of the encumbered assets - 61,493,796
Maximum amount up to which the debt is secured - -
Other rights and commitments not reflected in the balance sheet
(including those which can not be quantified)
2025 2024
Outstanding bank loans cannot exceed 30% of the market value of the
investment in UCB
0.0% 0.3%
Collateral must consist of a number of UCB shares with a total market higher
than 150% of outstanding bank loans
N/A 1047%
Margin available on confirmed credit lines 350,000,000 308,700,000
39
ANNUAL ACCOUNTS
ANNUAL ACCOUNTS
33
Taxes
Income taxes
2025
2024
Income taxes on the result of the period
-
-
Income taxes on the result of prior periods
-
-
Major reasons for the differences between pre-tax profit, as it results from
the annual accounts, and estimated taxable profit
Definitive taxed income
98,082,480
95,859,249
2025
2024
Impact of non-recurring results on income taxes on the result of the period
2025
2024
Sources of deferred taxes
Deferred taxes representing assets
161,177,991
156,176,261
Dividend received deduction
161,177,991
156,176,261
Deferred taxes representing liabilities
-
-
Value added taxes and taxes borne by third parties
2025
2024
Value added taxes charged
Amounts withheld on behalf of third party by way of
Payroll withholding taxes
109,117
75,312
Withholding taxes on investment income
8,233,046
8,174,744
Rights and commitments not reflected in the balance sheet
Real guarantees
2025
2024
Real guarantees provided or irrevocably promised by the enterprise on its
own assets as security of debts and commitments of the enterprise
Pledging other assets or irrevocable mandates to pledge other assets
Book value of the encumbered assets
-
61,493,796
Maximum amount up to which the debt is secured
-
-
Other rights and commitments not reflected in the balance sheet
(including those which can not be quantified)
2025
2024
Outstanding bank loans cannot exceed 30% of the market value of the
investment in UCB
0.0%
0.3%
Collateral must consist of a number of UCB shares with a total market higher
than 150% of outstanding bank loans
N/A
1047%
Margin available on confirmed credit lines
350,000,000
308,700,000
FINANCIÈ RE DE TUBIZE – ANNUAL REPORT 2025
34
Relationships with affiliated companies, associated companies and others
companies linked by participating interests
Associated companies 2025 2024
Financial fixed assets 1,932,552,429 1,928,187,205
Participating interests 1,932,552,429 1,928,187,205
Amounts receivable -
-
Amounts payable -
-
Personal and real guarantees -
-
Other significant financial commitments -
-
Financial relationships with
Directors and managers, individuals or legal persons who control the
company directly or indirectly without being associated therewith, or
other companies controlled directly or indirectly by these persons
2025 2024
Amounts receivable from these persons -
-
Guarantees provided in their favour -
-
Other significant commitments undertaken in their favour -
-
Amount of direct and indirect remunerations and pensions, reflected in the
income statement, as long as this disclosure does not concern exclusively or
mainly, the situation of a single identifiable person
To directors and managers
673,115
459,288
To former directors and former managers - -
The auditor(s) and the persons whom he (they) is (are) collaborating
with
2025 2024
Auditor's fees 19,710 19,069
Fees for exceptional services or special missions executed in the company
by the auditor
-
-
Fees for exceptional services or special missions executed in the company
by people they are linked to
- -
40
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
ANNUAL ACCOUNTS
35
Evaluation rules
GENERAL PRINCIPLES
The Board of Directors has established the valuation rules in accordance with the requirements of the Royal Decree dd. 29
April 2019 implementing the Companies and Associations Code, and taking into account the specific features of the Company.
These rules are established and the valuations are carried out on a going concern scenario of the Company's activities.
The valuations meet the criteria of prudence, sincerity and good faith.
Expenses and income relating to the financial year or the previous financial years are taken into account, regardless of the
date of payment or receipt of these expenses and income, unless the actual receipt of this income is uncertain.
The valuation rules have not changed in their wording or application compared to the previous year.
The balance sheet is presented so that a distinction is made between current and non-current items. An asset is classified as
current when it consists of cash or cash equivalents, or when the Company expects to realize the asset within twelve months of
the balance sheet date. All other assets are classified as non-current assets. A liability is classified as current ("current
liabilities") when the Company expects to settle the liability within twelve months after the balance sheet date or when the
liability is due for settlement within twelve months after the balance sheet date and the Company does not have an
unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date. All other
liabilities are classified as non-current ("non-current liabilities").
SPECIFIC RULES
Financial assets
The investment in UCB is carried in the balance sheet at acquisition cost less any related write-downs.
By acquisition value is meant either the acquisition price (purchase price and any expenses directly attributable to the
acquisition) or the contribution value. At the end of each financial year, a valuation of the participation is carried out, which
takes into account both the financial situation, profitability and prospects of UCB and also its stock market value; if the
estimated value is lower than the book value of the participation and if, in the opinion of the Board of Directors acting with
prudence, sincerity and good faith, the loss of value thus observed is partly or wholly of a lasting nature, a write-down equal
to the lasting part of the loss of value will be recorded.
Debts
Debts are recorded in the balance sheet at their nominal value.
Available values
Available values are carried in the balance sheet at their nominal value.
41
AUDITOR’S REPORT ON THEANNUALACCOUNTS
ANNUAL ACCOUNTS
35
Evaluation rules
GENERAL PRINCIPLES
The Board of Directors has established the valuation rules in accordance with the requirements of the Royal Decree dd. 29
April 2019 implementing the Companies and Associations Code, and taking into account the specific features of the Company.
These rules are established and the valuations are carried out on a going concern scenario of the Company's activities.
The valuations meet the criteria of prudence, sincerity and good faith.
Expenses and income relating to the financial year or the previous financial years are taken into account, regardless of the
date of payment or receipt of these expenses and income, unless the actual receipt of this income is uncertain.
The valuation rules have not changed in their wording or application compared to the previous year.
The balance sheet is presented so that a distinction is made between current and non-current items. An asset is classified as
current when it consists of cash or cash equivalents, or when the Company expects to realize the asset within twelve months of
the balance sheet date. All other assets are classified as non-current assets. A liability is classified as current ("current
liabilities") when the Company expects to settle the liability within twelve months after the balance sheet date or when the
liability is due for settlement within twelve months after the balance sheet date and the Company does not have an
unconditional right to defer settlement of the liability for at least twelve months after the balance sheet date. All other
liabilities are classified as non-current ("non-current liabilities").
SPECIFIC RULES
Financial assets
The investment in UCB is carried in the balance sheet at acquisition cost less any related write-downs.
By acquisition value is meant either the acquisition price (purchase price and any expenses directly attributable to the
acquisition) or the contribution value. At the end of each financial year, a valuation of the participation is carried out, which
takes into account both the financial situation, profitability and prospects of UCB and also its stock market value; if the
estimated value is lower than the book value of the participation and if, in the opinion of the Board of Directors acting with
prudence, sincerity and good faith, the loss of value thus observed is partly or wholly of a lasting nature, a write-down equal
to the lasting part of the loss of value will be recorded.
Debts
Debts are recorded in the balance sheet at their nominal value.
Available values
Available values are carried in the balance sheet at their nominal value.
Auditor’s report on
theannualaccounts
BDO Bedrijfsrevisoren - BDO Réviseurs d'Entreprises BV/SRL, a company under Belgian law in the form of a private limited liability company, is a member of BDO International
Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
BDO Bedrijfsrevisoren
BV / BTW BE 0431.088.289 / RPR Brussel
BDO Réviseurs d'Entreprises
SRL / TVA BE 0431.088.289 / RPM Bruxelles
T : +32 2 778 01 00
www.bdo.be
Da Vincilaan 9, box E6
B-1935 Zaventem
FINANCIERE DE TUBIZE SA
Statutory auditor’s report
to the general meeting
for the year ended 31 December 2025
Free translation
BDO Bedrijfsrevisoren - BDO Réviseurs d'Entreprises BV/SRL, a company under Belgian law in the form of a private limited liability company, is a member of BDO International
Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
BDO Bedrijfsrevisoren BV / BTW BE 0431.088.289 / RPR Brussel
BDO Réviseurs d'Entreprises SRL / TVA BE 0431.088.289 / RPM Bruxelles
T : +32 2 778 01 00
www.bdo.be
Da Vincilaan 9, box E6
B-1935 Zaventem
FINANCIERE DE TUBIZE SA
Statutory auditor’s report
to the general meeting
for the year ended 31 December 2025
Free translation
42
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
BDO Bedrijfsrevisoren - BDO Réviseurs d'Entreprises BV/SRL, a company under Belgian law in the form of a private limited liability company, is a member of
BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent
member firms.
BDO is the brand name for the BDO network and for each of the BDO Member Firms.
BDO Bedrijfsrevisoren
BV / BTW BE 0431.088.289 / RPR Brussel
BDO Réviseurs d'Entreprises
SRL / TVA BE 0431.088.289 / RPM Bruxelles
T : +32 2 778 01 00
F :
www.bdo.be
The Corporate Village - Elsinore Building
Da Vincilaan 9, box E6
B-1935 Zaventem
Free translation
STATUTORY AUDITOR’S REPORT TO THE GENERAL MEETING OF
FINANCIERE DE TUBIZE SA FOR THE YEAR ENDED 31 DECEMBER 2025
In the context of the statutory audit of the annual accounts of FINANCIERE DE TUBIZE SA
(“the Company”), we hereby present our statutory auditor’s report. It includes our report of
the annual accounts and the other legal and regulatory requirements. This report is an
integrated whole and is indivisible.
We have been appointed as statutory auditor by the general meeting of 26 April 2024,
following the proposal formulated by the administrative body. Our statutory auditor’s
mandate expires on the date of the general meeting deliberating on the annual accounts
closed on 31 December 2026. We have performed the statutory audit of the annual accounts
of the Company for 5 consecutive years.
REPORT ON THE ANNUAL ACCOUNTS
Unqualified opinion
We have audited the annual accounts of
the Company, which comprise the balance
sheet as at 31 December 2025, the profit
and loss account for the year then ended
and the notes to the annual accounts,
characterised by a balance sheet total of
1.934.138.762 EUR and a profit and loss
account showing a profit for the year of
93.228.016 EUR.
In our opinion, the annual accounts give a
true and fair view of the Company’s net
equity and financial position as at
31 December 2025, as well as of its results
for the year then ended, in accordance
with the financial reporting framework
applicable in Belgium.
Basis for unqualified opinion
We conducted our audit in accordance
with International Standards on Auditing
(ISAs) as applicable in Belgium. Our
responsibilities under those standards are
further described in the 'Statutory
auditor's responsibilities for the audit of
the annual accounts' section in this report.
We have complied with all the ethical
requirements that are relevant to the
audit of annual accounts in Belgium,
including those concerning independence.
We have obtained from the administrative
body and the officials of the Company the
explanations and information necessary for
performing our audit.
We believe that the audit evidence we
have obtained is sufficient and appropriate
to provide a basis for our opinion.
43
AUDITOR’S REPORT ON THEANNUALACCOUNTS
FINANCIERE DE TUBIZE SA :
Statutory auditor’s report to the general meeting of the company on the annual accounts for the year ended 31 December 2025 3.
Key audit matters
Key audit matters are those matters that,
in our professional judgment, were of most
significance in our audit of the annual
accounts of the current year. These
matters were addressed in the context of
our audit of the annual accounts as a
whole, and in forming our opinion thereon,
and we do not provide a separate opinion
on these matters.
VALUATION OF FINANCIAL ASSETS
Reference to the notes to the annual
accounts: C-cap 6.4.2, C-cap 6.5.1, C-cap
6.19
Description of the key audit matter
As at 31 December 2025, the financial
assets held by the company amount to EUR
1,932,556,429 and represent 99.92% of the
total balance sheet. This heading consists
a 99.99% stake of the investment held in
the listed company UCB SA (ISIN:
BE0003739530). We consider the audit of
the financial assets to be a key audit
matter for the company due to the
relative significance of this item in the
total balance sheet and the inherent risk
associated with the valuation of the
investment held.
How the key audit matter was addressed
in the audit
Our audit work mainly comprised the
following procedures:
- We validated, with the audited
entity, the ownership of the
investment held;
- We verified whether the carrying
amount of the investment shows any
indication of an impairment in view
of the available information
regarding its market value.
Responsibilities of administrative body
for the drafting of the annual accounts
The administrative body is responsible for
the preparation of annual accounts that
give a true and fair view in accordance
with the financial reporting framework
applicable in Belgium, and for such
internal control as the administrative body
determines is necessary to enable the
preparation of annual accounts that are
free from material misstatement, whether
due to fraud or error.
In preparing the annual accounts, the
administrative body is responsible for
assessing the Company’s ability to
continue as a going concern, disclosing, as
applicable, matters related to going
concern and using the going concern basis
of accounting unless the administrative
body either intends to liquidate the
Company or to cease operations, or has no
realistic alternative but to do so.
Statutory auditor’s responsibilities for
the audit of the annual accounts
Our objectives are to obtain reasonable
assurance about whether the annual
accounts as a whole are free from material
misstatement, whether due to fraud or
error, and to issue a statutory auditor’s
report that includes our opinion.
Reasonable assurance is a high level of
assurance, but is not a guarantee that an
audit conducted in accordance with ISAs
will always detect a material misstatement
when it exists.
Misstatements can arise from fraud or
error and are considered material if,
individually or in the aggregate, they could
reasonably be expected to influence the
economic decisions of users taken on the
basis of these annual accounts.
When executing our audit, we respect the
legal, regulatory and normative framework
44
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
FINANCIERE DE TUBIZE SA :
Statutory auditor’s report to the general meeting of the company on the annual accounts for the year ended 31 December 2025 4.
applicable for the audit of annual accounts
in Belgium. However, a statutory audit
does not guarantee the future viability of
the Company, neither the efficiency and
effectiveness of the management of the
Company by the administrative body. Our
responsibilities with respect to the
administrative body’s use of the going
concern basis of accounting are described
below.
As part of an audit in accordance with
ISAs, we exercise professional judgment
and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material
misstatement of the annual accounts,
whether due to fraud or error, design
and perform audit procedures
responsive to those risks, and obtain
audit evidence that is sufficient and
appropriate to provide a basis for our
opinion. The risk of not detecting a
material misstatement resulting from
fraud is higher than for one resulting
from error, as fraud may involve
collusion, forgery, intentional omissions,
misrepresentations, or the override of
internal control;
• Obtain an understanding of internal
control relevant to the audit in order to
design audit procedures that are
appropriate in the circumstances, but
not for the purpose of expressing an
opinion on the effectiveness of the
Company’s internal control;
• Evaluate the appropriateness of
accounting policies used and the
reasonableness of accounting estimates
and related disclosures made by the
administrative body;
• Conclude on the appropriateness of the
administrative body’s use of the going
concern basis of accounting and, based
on the audit evidence obtained,
whether a material uncertainty exists
related to events or conditions that may
cast significant doubt on the 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 statutory auditor’s
report to the related disclosures in the
annual accounts 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
statutory auditor’s report. However,
future events or conditions may cause
the Company to cease to continue as a
going concern;
• Evaluate the overall presentation,
structure and content of the annual
accounts and whether the annual
accounts represent the underlying
transactions and events in a manner
that achieves fair presentation.
We communicate with the administrative
body 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 identified during our audit.
We also provide the administrative body
with a statement that we have complied
with relevant ethical requirements
regarding independence, and to
communicate with them all relationships
and other matters that may reasonably be
thought to bear on our independence and,
where applicable, related safeguards.
From the matters communicated with the
administrative body we determine those
matters that were of most significance in
the audit of the financial statements of
the current year, and are therefore the
key audit matters. We describe these
matters in our statutory auditor’s report,
unless law or regulation precludes public
disclosure about the matter.
45
AUDITOR’S REPORT ON THEANNUALACCOUNTS
FINANCIERE DE TUBIZE SA :
Statutory auditor’s report to the general meeting of the company on the annual accounts for the year ended 31 December 2025 5.
OTHER LEGAL AND REGULATORY
REQUIREMENTS
Responsibilities of the administrative
body
The administrative body is responsible for
the preparation and the content of the
director’s report, including the
sustainability information, as well as for
the compliance with the legal and
regulatory requirements regarding
bookkeeping, with the Code of companies
and associations and with the Company’s
by-laws.
Responsibilities of the statutory auditor
In the context of our mission and in
accordance with the Belgian standard
(revised version 2023) which is
complementary to the International
Standards on Auditing (ISAs) as applicable
in Belgium, it is our responsibility to
verify, in all material aspects, the
director’s report and compliance with
certain provisions of the Code of
companies and associations and of the
Company’s by-laws, and to report on these
elements.
Aspects related to the director’s report
In our opinion, after having performed
specific procedures in relation to the
director’s report, the director’s report is
consistent with the annual accounts for
the same financial year, and it is prepared
in accordance with articles 3:5 and 3:6 of
the Code of companies and associations.
In the context of our audit of the annual
accounts, we are also responsible for
considering, in particular based on the
knowledge we have obtained during the
audit, whether the director’s report
contains any material misstatement, i.e.
any information which is inadequately
disclosed or otherwise misleading. Based
on the procedures we have performed,
there are no material misstatements we
have to report to you.
Statement related to independence
Our audit firm and our network did not
provide services which are incompatible
with the statutory audit of annual
accounts and our audit firm remained
independent of the Company during the
terms of our mandate.
European Single Electronic Format (ESEF)
In accordance with the standard of the
Institute of Réviseurs d’Entreprises
concerning the audit of conformity of
financial statements with the European
Single Electronic Format (hereinafter
“ESEF”), we also audited the conformity of
the ESEF format with the regulatory
technical standards established by the
European Delegated Regulation 2019/815
of 17 December 2018 (hereinafter:
“Delegated Regulation”) and with the
royal decree of 14 November, 2007,
concerning the obligations of issuers of
financial instruments that are admitted to
trade on a regulated market.
The administrative body is responsible for
preparing the financial statements, in
accordance with ESEF requirements,
including the annual accounts in the form
of an electronic file in ESEF format
(hereinafter "digital annual accounts").
It is our responsibility to obtain sufficient
and appropriate supporting information to
conclude that the format of the digital
annual accounts comply in all material
aspects with the ESEF requirements under
the Delegated Regulation and with the
royal decree of 14 November, 2007.
46
FINANCIÈRE DE TUBIZE - ANNUAL REPORT 2025
FINANCIERE DE TUBIZE SA :
Statutory auditor’s report to the general meeting of the company on the annual accounts for the year ended 31 December 2025 6.
Based on our work, we believe the digital
format of the official version of the annual
accounts included in the annual financial
report of FIANCIERE DE TUBIZE SA as of
31 December 2025, and which will be
available in the Belgian official mechanism
for the storage of regulated information
(STORI) of the FSMA, are in all material
respects in accordance with the ESEF
requirements pursuant to the Delegated
Regulation and the royal decree of
November 14, 2007.
Other statements
• Without prejudice to certain formal
aspects of minor importance, the
accounting records are maintained in
accordance with the legal and
regulatory requirements applicable in
Belgium.
• The appropriation of results proposed to
the general meeting complies with the
legal provisions and the Company’s by-
laws.
• We have no transactions concluded or
decisions taken in violation of the
Articles of Association or the Code of
Companies and Associations to report.
• This report is in compliance with the
contents of our additional report to the
Audit Committee as referred to in
article 11 of regulation (EU) No
537/2014.
Brussel, 20 March 2026
BDO Réviseurs d’Entreprises SRL
Statutory auditor
Represented by Sébastien Jaspar
*
Auditor
*Acting for a company
Shareholder’s calendar
24/04/2026 Shareholder’s meeting
11/05/2026 Dividend payment
1/08/2026 Publication of half-year results
In accordance with the European directive (2004/109/EC) requiring a European single electronic format (ESEF),
the official version of this annual financial report is the XHTML version, available on our website (www.financiere-tubize.be).
Financière de Tubize SA
Allée de la Recherche 60, 1070 Brussels (Belgium)
Business number: BE 0403 216 429
www.financiere-tubize.be
Contact: investorrelations@financiere-tubize.be