5493000GMVR38VUO5D392025-01-012025-12-315493000GMVR38VUO5D392025-12-315493000GMVR38VUO5D392024-12-315493000GMVR38VUO5D392024-01-012024-12-315493000GMVR38VUO5D392023-12-31ifrs-full:IssuedCapitalMember5493000GMVR38VUO5D392023-12-31ifrs-full:SharePremiumMember5493000GMVR38VUO5D392023-12-31ifrs-full:OtherReservesMember5493000GMVR38VUO5D392023-12-31ifrs-full:TreasurySharesMember5493000GMVR38VUO5D392023-12-31ifrs-full:EquityAttributableToOwnersOfParentMemberiso4217:EURiso4217:EURxbrli:sharesxbrli:shares5493000GMVR38VUO5D392023-12-31ifrs-full:NoncontrollingInterestsMember5493000GMVR38VUO5D392023-12-315493000GMVR38VUO5D392024-01-012024-12-31ifrs-full:OtherReservesMember5493000GMVR38VUO5D392024-01-012024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember5493000GMVR38VUO5D392024-01-012024-12-31ifrs-full:TreasurySharesMember5493000GMVR38VUO5D392024-12-31ifrs-full:IssuedCapitalMember5493000GMVR38VUO5D392024-12-31ifrs-full:SharePremiumMember5493000GMVR38VUO5D392024-12-31ifrs-full:OtherReservesMember5493000GMVR38VUO5D392024-12-31ifrs-full:TreasurySharesMember5493000GMVR38VUO5D392024-12-31ifrs-full:EquityAttributableToOwnersOfParentMember5493000GMVR38VUO5D392024-12-31ifrs-full:NoncontrollingInterestsMember5493000GMVR38VUO5D392025-01-012025-12-31ifrs-full:IssuedCapitalMember5493000GMVR38VUO5D392025-01-012025-12-31ifrs-full:SharePremiumMember5493000GMVR38VUO5D392025-01-012025-12-31ifrs-full:OtherReservesMember5493000GMVR38VUO5D392025-01-012025-12-31ifrs-full:TreasurySharesMember5493000GMVR38VUO5D392025-01-012025-12-31ifrs-full:EquityAttributableToOwnersOfParentMember5493000GMVR38VUO5D392025-12-31ifrs-full:IssuedCapitalMember5493000GMVR38VUO5D392025-12-31ifrs-full:SharePremiumMember5493000GMVR38VUO5D392025-12-31ifrs-full:OtherReservesMember5493000GMVR38VUO5D392025-12-31ifrs-full:TreasurySharesMember5493000GMVR38VUO5D392025-12-31ifrs-full:EquityAttributableToOwnersOfParentMember5493000GMVR38VUO5D392025-12-31ifrs-full:NoncontrollingInterestsMember
Annual report 2025
Table
of
contents
INTRODUCTION
Highlights 2025 � � � � � � � � � � � � � � �4
Message to shareholders � � � � � � � �6
PART I: PROFILE AND PERFORMANCE
Sofina at a glance � � � � � � � � � � � � � 10
What makes us unique � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �11
Diversified and sustainable business strategy � � � � � � � � � � � 13
Value creation model � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 15
Stakeholders overview � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 16
Portfolio overview � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 17
Double materiality assessment � � � � � � � � � � � � � � � � � � � � � � � 29
Risk matrix � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 30
Year in review
1
� � � � � � � � � � � � � � �34
Market context � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �35
Performance indicators � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 37
Portfolio indicators � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 40
Post-closing events � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 48
Our team in the community � � � � � � � � � � � � � � � � � � � � � � � � � � 49
Table of contents
PART II: STAT EME N TS
Corporate governance
1
� � � � � � � �52
Our leadership � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 53
Corporate governance statement � � � � � � � � � � � � � � � � � � � � � � 56
Remuneration report� � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � �66
Sustainability statements
1
� � � � �76
Overview � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 77
Governance � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 78
Strategy � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 80
Environmental information � � � � � � � � � � � � � � � � � � � � � � � � � � 85
Social information � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 92
Business conduct � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 100
Content index � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � � 103
Financial statements � � � � � � � � � 105
Consolidated financial statements � � � � � � � � � � � � � � � � � � � � 106
Notes to the consolidated financial statements � � � � � � � � � �110
Independent auditor’s report � � � � � � � � � � � � � � � � � � � � � � � � 143
Statutory financial statements � � � � � � � � � � � � � � � � � � � � � � � 147
Alternative performance measures
and other terms � � � � � � � � � � � � � 150
Alternative performance measures � � � � � � � � � � � � � � � � � � 151
Other terms and definitions � � � � � � � � � � � � � � � � � � � � � � � � � 153
PART III: ABOUT THIS REPORT
Responsible person � � � � � � � � � � 155
Disclaimer � � � � � � � � � � � � � � � � � 156
1 Sections of the Management report.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STAT EMENTS
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
3
Highlights
2025
SOFINA
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
4
INTRODUCTION
Highlights 2025
Message to shareholders
PART I:
PROFILE
AND PERFORMANCE
PART II:
STAT EMENTS
PART III:
ABOUT THIS REPORT
5
SECTORS OF FOCUS
DIGITAL
TRANSFORMATION
EDUCATION
HEALTHCARE
AND LIFE
SCIENCES
CONSUMER
AND RETAIL
SUSTAINABLE
SUPPLY CHAINS
EUR 10�8 BN NAV
EUROPE ASIA
US
52%
SOFINA DIRECT
27%
LONG-TERM MINORITY
INVESTMENTS
25%
SOFINA GROWTH
3%
NET CASH & OTHERS
45%
SOFINA PRIVATE FUNDS
GREENHOUSE GAS
EMISSIONS REDUCTION
TARGETS
VALIDATED BY THE
SBTI
SINCE 2024
Stable AND
regularly
increasing
dividends
SINCE 1956
OUR TEAM
19
NATIONALITIES
58%
men
42%
women
EUR5�1BN
INVESTED IN THE
LAST 5 YEARS
EUR5�4BN
DIVESTED IN THE
LAST 5 YEARS
EUR1�7BN
GROSS CASH
8�4%
AVERAGE
ANNUAL
RETURN OVER
10 YEARS
-4�1%
LOAN-TO-VALUE
SOFINA DIRECT
LONG-TERM MINORITY INVESTMENTS
SOFINA GROWTH
SOFINA
PRIVATE FUNDS
COMPLEMENTARY
INVESTMENT STYLES
83
EMPLOYEES
+80 PORTFOLIO COMPANIES &
+610 FUNDS across
+80 GENERAL PARTNERS
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
5
INTRODUCTION
Highlights 2025
Message to shareholders
PART I:
PROFILE
AND PERFORMANCE
PART II:
STAT EMENTS
PART III:
ABOUT THIS REPORT
Highlights 2025
Message to
shareholders
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
6
INTRODUCTION
Highlights 2025
Message to shareholders
PART I:
PROFILE
AND PERFORMANCE
PART II:
STAT EMENTS
PART III:
ABOUT THIS REPORT
DEAR SHAREHOLDERS,
2025 MARKED THE BEGINNING OF A NEW
CHAPTER FOR SOFINA.
It’s the year that validated our model, as we witnessed
an acceleration of deal flow and heightened demand for
the type of investors we are. Accordingly, we scaled our
investment platform to ensure we remain well positioned
for the next cycle of long-term value creation. We did so
at a moment when market dynamics favour long-term,
well-capitalised investors. In such conditions, liquidity
and balance sheet strength are not ends in themselves –
they are strategic assets that enable us to both protect
operating value and seize opportunities as they arise.
Our capital raise and bond issuance were met with strong
support from both shareholders and debt investors,
providing a solid foundation for the future.
Our scaling-up reinforces who we are. Sofina remains
a long-term, values-driven group with a family reference
shareholder. Our permanent capital structure allows us to
take a patient approach in volatile times, to partner with
founders and management teams who share our ambition
and our convictions.
With EUR 1.15 billion of additional capital, we enter the
next phase with a robust balance sheet, strong portfolio
fundamentals and enhanced financial flexibility. Our
focus remains unchanged: disciplined capital allocation,
long-term value creation and supporting companies that
contribute positively to society.
Portfolio resilience through volatility. In an environment
marked by geopolitical tensions, macroeconomic
uncertainty and currency headwinds, the resilience of our
portfolio, with a total Net Asset Value of EUR 10.8 billion,
is the result of disciplined selection, active engagement
and diversification. While short-term volatility influences
reported figures, this was particularly evident in 2025 as
exchange rate movements weighed on performance. Over
the long term, value creation continues to be driven by
the fundamentals of the businesses in which we invest.
In other words, when we look at our direct holdings, we
feel reassured by the profitability and revenue growth of
our Long-term minority investments and Sofina Growth
portfolios.
With respect to our Direct portfolio, we continued to
invest selectively in high-quality businesses throughout
2025 while crystallising value through targeted exits and
IPOs. This disciplined capital rotation strengthens our
ability to redeploy capital into the next generation of
opportunities.
In our Private Funds platform, which represents 47% of our
portfolio, activity has increased, with liquidity events and a
clear trend towards concentration around leading general
partners. Our record of having built relationships with the
leading actors of venture and growth investing over the
course of the last 50 years serves us well in this evolving
landscape.
The model of combining Sofina Direct and Sofina Private
Funds provides access to a large pool of investment
Sofina’s business model is as
strong and coherent as it has
ever been and the depth of
talent ensures Sofina’s best
years are ahead�
DOMINIQUE LANCKSWEERT, CHAIRMAN
Message to
shareholders
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
7
INTRODUCTION
Highlights 2025
Message to shareholders
PART I:
PROFILE
AND PERFORMANCE
PART II:
STAT EMENTS
PART III:
ABOUT THIS REPORT
opportunities, insights on what's happening
globally and across sectors to identify trends, and
an ability to tap into industry expertise across
growth stages. We call this our flywheel effect.
Adapting to technological evolution.
Technological transformation, and particularly
artificial intelligence, continues to reshape
industries. We approach this evolution with both
strong convictions and prudence inspired by
history. Where innovation creates sustainable
competitive advantage and clear economic
value, we engage. Where market dynamics and
exuberance limit our ability to add value, we
remain disciplined.
Passing the baton. Having reached the statutory
age limit, after 29 years on the Board of Sofina,
including the last six as Chairman, the time has
come to pass the baton.
It's not without emotion that I do so but, more
importantly, I do so with the conviction that
Sofina’s business model is as strong and coherent
as it has ever been and the depth of talent (at
every level) ensures Sofina's best years are ahead.
My successor, Charlotte Strömberg, has all the
skills and enthusiasm to help management bring
Sofina's performance to the next level.
Over 40 years of observing industries, I have
learned that great companies have common
attributes. They're animated by a clear sense of
purpose above all. They take the long view when
pondering strategic directions. They are able to
adapt when it’s the right thing to do, and they
regularly reinvent themselves when you least
expect them to. Above all, they attract, nurture and
develop the best talent they find, fostering both
excellence and a strong sense of belonging.
With the “memory” of our evolution over the years,
I can testify that the Sofina team works very hard
to live by those principles:
Our sense of purpose: developing generational
wealth, through the cycles, by investing in
companies that have a societal impact. As a
family group with more than a century of history,
Sofina understands that complexity and volatility
are recurring features of markets. Experience
has taught that clarity of purpose, patience
and discipline are the most reliable anchors in
uncertain times.
A diversified model to generate sustainable
growth and, at times, outsized returns. A drive
to invest in essential companies, with a focus on
founders that share these values. Sofina knows
financial value is the result of how you do things,
rather than simply what you do.
An obsession to develop talent and create an
environment where diversified expertise works
as One Team, with individuals willing to step
outside their comfort zone. Today, Sofina brings
together 19 nationalities. A culture of excellence,
cultivated by the Board and management alike. As
I have often said, the search for excellence is the
shortest route to humility.
None of this would be possible without the
unwavering support of the family shareholders,
of a talented, engaged Board and a motivated
management team that walks the talk on a daily
basis. Not to mention all the employees of Sofina
who embody our values. It has been a privilege to
contribute for so many years to the development
of this company. Working with talented individuals
makes one a better professional, a better person.
The Board and I would like to thank you, our
shareholders, for your continued trust. Your
support enables us to scale with confidence and
to invest with purpose. We all look forward to the
years ahead: building value together, through
cycles, for entrepreneurs, employees, communities
and shareholders alike.
Dominique Lancksweert, Chairman
A culture of excellence,
cultivated by the Board and
management alike�
DOMINIQUE LANCKSWEERT, CHAIRMAN
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
8
INTRODUCTION
Highlights 2025
Message to shareholders
PART I:
PROFILE
AND PERFORMANCE
PART II:
STAT EMENTS
PART III:
ABOUT THIS REPORT
PART I
Profile and
performance
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
9
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
SOFINA
ANNUAL REPORT 2025
SOFINA IS A FAMILY-RUN, GLOBAL INVESTMENT COMPANY,
LISTED ON EURONEXT BRUSSELS. WE BACK INNOVATIVE
ENTREPRENEURS WITH PATIENT GROWTH CAPITAL
AND ADVICE TO BUILD TOMORROW'S WINNERS, WITH
SUSTAINABILITY AT THEIR CORE.
Sofina
at a glance
Download as PDF to print out Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
10
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
What makes us unique
WITH MORE THAN 125 YEARS OF HISTORY, SOFINA HAS EVOLVED FROM AN INDUSTRIAL HOLDING INTO A GLOBAL GROWTH
INVESTMENT COMPANY. OUR DNA CONTINUES TO SHAPE HOW WE THINK, INVEST AND BUILD PARTNERSHIPS.
From our origins in 1898, we
have continuously adapted
our model to changing
economic environments
while remaining anchored in
clear principles and values.
This ability to evolve without
losing our identity remains a
defining strength.
Our reference family
shareholder has been
active in business for five
generations. This continuity
fosters independence,
long-term alignment and
a patient, generational
perspective in capital
allocation.
Our heritage is industrial.
We understand business
cycles because we have
lived through them.
This experience instills
discipline, resilience and
a commitment to building
companies over time.
We believe enduring
relationships create
enduring value. Over
decades, we have built
trusted partnerships
with entrepreneurs,
families and investment
managers worldwide. These
relationships are central
to our ability to access
opportunities and support
companies constructively.
Investment success is
driven by people. Our
diverse and complementary
team, 33 investment
professionals across four
offices and 19 nationalities,
combines analytical rigor
with entrepreneurial
judgment. We operate as
One Team, aligned around
long-term value creation.
Adaptability
in a changing world
An entrepreneurial,
generational anchor
Resilience
to cycles
Relationships
at the core
Talent as a competitive
advantage
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
11
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Our principles
AIM ABOVE
EXCELLENCE
GO FOR
GROWTH
FIND
BALANCE
TAKE
CHARGE
WORK
TOGETHER TO
WIN
VALUE
COLLABORATION
We support each
other to reach our
collective potential.
DEMONSTRATE
OWNERSHIP
We are independent minds
with a bias for action.
We think like
entrepreneurs.
We act as owners.
EMBRACE
DIFFERENT
PERSPECTIVES
We believe combining
diverse approaches
and seeking balance
between competing
priorities leads to better
outcomes.
SEIZE OPPORTUNITIES
We actively pursue
opportunities for growth, as
individuals, as an organisation
and as allocators of capital.
REALISE AMBITION
We put the bar high
and go beyond.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
12
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Diversified and
sustainable business strategy
COMPLEMENTARY INVESTMENT STYLES COVER DIFFERENT GROWTH STAGES IN A COMPANIES’ LIFECYCLE, PROVIDING ADDED VALUE FOR
INNOVATION, GROWTH AND DEVELOPMENT.
SOFINA PRIVATE FUNDS
LP COMMITMENTS IN VENTURE
AND GROWTH FUNDS
Sofina Private Funds
• Equity commitments between EUR 5 m
and EUR 50 m
• Focus on North America, Asia and
Europe
Sofina Growth
• Between EUR 20 m and EUR 100 m
investment
• Founder-led businesses backed by top-
tier venture capitalfunds
• Focus on Europe and Asia
Long-term minority investments
• Between EUR 100 m and EUR 300 m
investment
•
Closely-held businesses with long-term
owners
• Focus on Europe, exploring Asia
SOFINA DIRECT
MINORITY DIRECT INVESTMENTS IN PRIVATE ASSETS
... TO EXPANSIONFROM IDEA ...
REVENUE
SOFINA PRIVATE FUNDS
SOFINA GROWTH
LONG-TERM MINORITY
INVESTMENTS
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
13
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
A full-cycle presence
Focused sectorial expertise
Access to private growth
opportunities
Sustainability integrated into
investment
Disciplined
portfolio construction
Long-term shareholder value
Our investment model
A differentiated approach to long-term value creation
Sofina’s investment strategy combines two complementary investment styles: Sofina Private Funds and Sofina
Direct investments. Together, they allow us to support companies across their full life cycle, from venture and
growth stages to mature, listed businesses.
DIVERSIFICATION ACROSS GEOGRAPHIES AND INVESTMENT VINTAGES, COMBINED WITH
DEEP INDUSTRY EXPERTISE IN 5 FOCUS SECTORS AND A DISCIPLINED SUSTAINABILITY
APPROACH DRIVING IMPACT AND SBTI AMBITION ACROSS THE PORTFOLIO.
Valuable synergies emerge
from our relationships
with trusted partners and
leading managers within
Sofina Private Funds, as
well as with the founders
and entrepreneurs of the
companies in which we
invest through Sofina Direct.
We concentrate on five focus areas
addressing essential and structural
needs, including Consumer and
retail, Education, Healthcare and
life sciences, Digital transformation
and Sustainable supply chains.
This thematic focus reinforces
selectivity and conviction.
Sustainability is embedded in our
investment approach. We seek not
only economic performance but
also measurable societal impact,
including environmental and climate
progress across our portfolio.
Our permanent capital base
supports a long-term investment
horizon, reflected in sustained
Net Asset Value growth and a
consistently growing dividend.
By investing across stages, sectors
and geographies, we develop deep
knowledge of our focus areas and
long-term visibility on innovation
and competitive dynamics. This
positioning enables strong
synergies between our direct
investments and fund partnerships.
The majority of our assets are
invested in private companies,
offering exposure to opportunities
that are rarely accessible in public
markets. Through long-standing
relationships with leading fund
managers and close collaboration
with management teams, we
generate differentiated strategic
value.
At portfolio level, we build
resilience through:
• Diversification across
geographies, sectors and
investment vintages
• A strong balance sheet and
prudent risk management
• Regular liquidity generation
This framework provides flexibility
and the capacity to capture long-
term growth through cycles.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
14
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Shareholders
and investors
People
Portfolio companies
and funds
Our environment
and communities
• EUR 10.8 bn NAV in a complex market
• Average annual return over 2025:
-0.8%
• EUR 8.8 bn market capitalisation
• Committed to return value to our
shareholders, the Board proposes a
gross dividend of EUR 3.66 per share
• Strong corporate culture and caring
employer
• Growth mindset approach with focus
on personal and career development
• Diverse and inclusive working
environment
• Ongoing development and innovation
in our sectors of focus
• Providing patient capital, supportive
advice and access to Sofina’s global
network
• Help companies grow, create jobs,
improve society, knowledge, health and
environment
• Implementing measures to reduce
our environmental footprint and
decarbonise our portfolio companies
• Investing in companies with a net
positive impact
• Involved in our communities through
volunteering activities
Source and assess Deploy Manage and support Exit
Value creation model
SUSTAINABILITY IS EMBEDDED IN OUR STRATEGY. WE ARE DEDICATED TO GENERATING VALUE FOR OUR STAKEHOLDERS BY ACHIEVING
RESULTS BOTH ON FINANCIAL AND NON-FINANCIAL METRICS. IN THIS TABLE, WE OUTLINE HOW WE CONVERT, THROUGH THE
IMPLEMENTATION OF OUR STRATEGY, OUR DIFFERENT RESOURCES INTO SUSTAINABLE VALUE FOR OUR SHAREHOLDERS, BUSINESS
PARTNERS, EMPLOYEES, COMMUNITIES AND OTHER STAKEHOLDERS.
Value created
Stable shareholder base
• 55% held by the reference shareholder
• 42% free float (excluding own shares)
Debt financing
• Senior bonds issued in
2021 (EUR 700 million) and in 2025 (EUR
600 million), with maturities of 7 and
8 years, respectively
• EUR 1.4 bn of undrawn credit facilities
• Operate with an LTV level below 10%
(target level between 5% and 10%)
Capital available, reinforced by a
EUR545 m rights issue completed in 2025,
portfolio rotation and dividends from our
portfolio companies, while maintaining a
minimum gross cash position of EUR 300 m
at all times
Internal diversified team of experts
• 83 employees across 4 offices
• 19 nationalities
• 33 investment professionals
• Building sector expertise in areas of
focus
Through our investments, we indirectly
access the talent, expertise, and capabilities
of employees across our portfolio
companies
Deep and expanding global network of
General Partners, business partners,
entrepreneurs, and advisors
Natural and environmental capital
supporting our operations and those of our
portfolio companies, including energy use,
resource consumption, and travel
Long-term financial
resources
Human capital Global network Natural resources
Resources
Activities
INVESTMENTS AND REDEPLOY
CAPITAL IN A SUSTAINABLE WAY
INSIGHTS AND ADVICE TO
NURTURE DEVELOPMENT
PATIENT CAPITAL AND HOLD
WHILE GROWING BUSINESSES
INVESTMENT OPPORTUNITIES
TO CREATE POSITIVE IMPACT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
15
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Stakeholders overview
THE INTERESTS, NEEDS, AND CONCERNS OF OUR STAKEHOLDERS
ARE CENTRAL TO OUR WORK AT SOFINA. WE AIM TO STRIKE A
BALANCE BETWEEN DIFFERENT GROUPS OF INTERESTED PARTIES
WE HAVE IDENTIFIED AND ENGAGE WITH:
Financial
partners
Employees
Media
Share-
& bondholders
General Partners
(Private Funds)
Communities
Investment
partners
Portfolio
companies
Engaging regularly with our stakeholders helps us understand their
perspectives, respond to questions, gather feedback, share information on
our activities and strategy, and act accordingly. This supports long-term
relationships and sustainable value creation for our stakeholders and the
Company. Our stakeholder engagement is grounded in transparency, open
communication and active listening, and is tailored to each stakeholder group:
• Employees: our limited headcount enables frequent, direct engagement
through day-to-day working relationships, ongoing dialogues, meetings
and team events. Townhall meetings and surveys also provide a “pulse” on
the organisation's health from employees' perspective.
• Reference shareholder: Board and committee meetings, as well as regular
interactions with the CEO and Chair of the Board.
• Shareholders, bondholders and investors: shareholders’ meetings,
investor presentations, with Q&A sessions and regular participation in
analyst and investor conferences.
• Financial partners and analysts: meetings following the publication of the
annual and half-year reports, alongside ad hoc interactions, including with
banks and other intermediaries.
• Media: communication of material events and other regulatory disclosures,
and timely responses to ad hoc enquiries. We also communicate via
social platforms such as LinkedIn, both as an organisation and through
colleagues.
• Portfolio companies: participation in governance and decision-making
bodies, attendance at shareholders’ meetings, and regular interaction with
management teams.
• Investment partners and General Partners: business meetings,
attendance at shareholders’ meetings and ad hoc interactions.
• Communities: engagement through active participation in volunteering
activities and initiatives to explain our sustainability commitments.
Our double materiality analysis has further strengthened engagement with
several stakeholder groups, enabling more structured discussions on the
impacts, risks and opportunities linked to sustainability topics that are material
to Sofina.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
16
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
WE ARE
MINORITYINVESTORS
INPRIVATE AND LISTED
COMPANIES
INVESTMENT SIZE
BETWEEN
EUR 100 AND
300MILLION
INVESTMENT SIZE
BETWEEN EUR 20 AND
100 MILLION
COMPANIES WITH
GLOBAL EXPOSURE
WE TARGET LEADERS
IN HIGH-GROWTH
SECTORS
WE HAVE BEEN
OPERATING IN
PARTNERSHIP WITH
ENTREPRENEURS
AND FAMILIES FOR
OVER 60 YEARS
OUR FIRST
INVESTMENT
DATES FROM 2010
WE PROVIDE PATIENT
CAPITAL AND ARE A
SHAREHOLDER WITH A
LONG-TERM HORIZON TO
CREATE SUSTAINABLE
VALUE
WE TAKE INTO ACCOUNT
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE CRITERIA
IN OUR INVESTMENT
DECISIONS
WE TAKE A FLEXIBLE
APPROACH, SEEKING
ALIGNMENT WITH
TRUSTED PARTNERS
Portfolio overview
Sofina Direct
FOR OUR LONG-TERM MINORITY INVESTMENTS
Selected relationships
FOR OUR SOFINA GROWTH INVESTMENTS
22 INVESTMENTS 63 INVESTMENTS
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
17
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Long-term minority investments
1
1 Companies in which Sofina holds, directly or indirectly, a participating interest whose fair value exceeds EUR 10 million, or which are of strategic interest, are generally subject to a notice. The classification of the notices follows the chronological order of the
date of the initial investment made by Sofina (from the most recent to the oldest). The country of the main or historical headquarters of each investment is indicated in the respective notice. The sector of focus in which each investment is classified is also
mentioned in the notice.
Proeduca is an online higher-
education institution that delivers
university degrees and professional
programs, serving students across
Spanish-speaking countries with
flexible, tech-enabled learning.
• 2025
• Spain
team.blue is Europe’s leading
supplier of internet access to
SMEs.
• 2024
• Belgium
DIGITAL TRANSFORMATION
EG is a market leading vendor of
industry-specific software in the
Nordics.
• 2024
• Denmark
DIGITAL TRANSFORMATION
BioFirst is a global leader in
biological crop protection, nutrition
and natural pollination.
• 2022
• Belgium
SUSTAINABLE SUPPLY CHAINS
Collibra, data intelligence
company, helps organisations
to unlock the value of their
data and turn it into a strategic,
competitive asset.
• 2020
• Belgium
DIGITAL TRANSFORMATION
DIGITAL TRANSFORMATION
Salto Systems is a global leader in
the development and production
of leading-edge electronic access
control solutions, particularly in
sectors where security is critical.
• 2020
• Spain
CONSUMER AND RETAIL
In 30 years, pioneering French
brand NUXE became the reference
player in natural cosmetology in
France.
• 2019
• France
CONSUMER AND RETAIL
Drylock Technologies is
a Belgian family company
manufacturing personal hygiene
products.
• 2019
• Belgium
EDUCATION
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
18
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Long-term minority investments
EDUCATION
Cognita is a global K-12 schools
platform (from kindergarten to high
school).
• 2019
• United
Kingdom
OTHER
Cambridge Associates is an
investment firm helping its
clients build custom portfolios.
• 2018
• United States
CONSUMER AND RETAIL
Veepee is the European
leader in online event sales
and the expert in clearance
sales for major brands.
• 2016
• France
CONSUMER AND RETAIL
THG is an international
technology company focused
on digital retail in the beauty
and well-being sectors.
• 2016
• United Kingdom
HEALTHCARE AND LIFE SCIENCES
Mérieux NutriSciences offers
analysis and support services for
the development of new products
with the aim of preventing health
risks related to food.
• 2014
• United States
bioMérieux is a global leader
in in vitro diagnostics providing
diagnostics solutions that
improve patient health and
ensure consumer safety.
HEALTHCARE AND LIFE SCIENCES
• 2009
• France
CONSUMER AND RETAIL
Chapoutier is one of the leading
wine producers in the Rhône valley
with presence in other regions.
The Maison Chapoutier is a leader
in biodynamic viticulture.
• 2007
• France
OTHER
Luxempart is an investment
company listed on the Luxembourg
stock exchange managing a
portfolio of listed and non-listed
holdings.
• 1992
• Luxembourg
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
19
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Sofina Growth
1
1 Companies in which Sofina holds, directly or indirectly, a participating interest whose fair value exceeds EUR 10 million, or which are of strategic interest, are generally subject to a notice. The classification of the notices follows the chronological order of the
date of the initial investment made by Sofina (from the most recent to the oldest). The country of the main or historical headquarters of each investment is indicated in the respective notice. The sector of focus in which each investment is classified is also
mentioned in the notice.
PostHog is a developer analytics
and product-development
platform offering product
analytics, feature flags, session
recording, and experimentation
tools for engineering teams.
Berry Street is a platform that
helps dietitians run insurance-
covered nutrition practices by
handling their end-to-end needs
and matching them with patients.
Talkiatry is a US–based
telepsychiatry company providing
insurance-covered psychiatric
care to patients.
Zhuoyu Technology is an
autonomous driving tech
company specialising in
advanced driver-assistance
systems and full-stack vehicle
components.
Qargo is a modern, cloud-based
transport management system
designed to help transport and
logistics companies digitise and
streamline their operations.
Stream is a financial-wellbeing
platform that lets employees
access earned wages early
and offers savings, budgeting,
borrowing and pension tools.
Scalable Capital is a leading
European digital investment
platform providing retail
investors with easy access to
listed equities, ETFs, automated
savings, cash products and
alternative assets.
The Whole Truth is a clean-label food
brand on a mission to rebuild trust in
packaged foods through complete
ingredient transparency.
• 2025
• United States
• 2025
• United States
• 2025
• United States
• 2025
• China
• 2025
• Belgium
• 2025
• United Kingdom
• 2025
• Germany
• 2025
• India
DIGITAL TRANSFORMATION
DIGITAL TRANSFORMATION
DIGITAL TRANSFORMATION
DIGITAL TRANSFORMATION
DIGITAL TRANSFORMATION
CONSUMER AND RETAIL
HEALTHCARE AND LIFE SCIENCES
HEALTHCARE AND LIFE SCIENCES
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
20
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Sofina Growth
DIGITAL TRANSFORMATION
CONSUMER AND RETAIL
Cyera is an AI-powered data
security platform enabling
enterprises to protect sensitive
data and prevent AI-driven
leakage or misuse.
Vivobarefoot is a leading brand
in barefoot and natural health,
with a mission to connect people
with nature through industry-
leading barefoot footwear.
• 2024
• United States
• 2024
• United Kingdom
Lyskraft aims to transform the
Indian fashion landscape with a
curated omnichannel platform
for premium women’s fashion.
CONSUMER AND RETAIL
CONSUMER AND RETAIL
Laifen is a China-based
personal care brand designing
high-performance, value-driven
appliances through in-house R&D
and integrated production.
• 2024
• India
• 2023
• China
SUSTAINABLE SUPPLY CHAINS 
Green Energy Origin (GEO) is
a European company active in
electrolyte manufacturing aiming
to serve the local Li-ion battery
market for, among others, electric
vehicles.
• 2023
• Germany
Mistral AI is an artificial
intelligence (AI) startup. It
specialises in open-weight
large language models (LLMs).
DIGITAL TRANSFORMATION
• 2023
• France
Finova Capital is a non-
banking financial company
(NBFC) that provides secured
loans to micro, small, and
medium enterprises in India.
OTHER
• 2024
• India
HSG Alliance D is a shareholder
in an automotive digital solutions
company.
HSG Alliance D
• 2024
• China
DIGITAL TRANSFORMATION
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
21
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Sofina Growth
Rohlik is a leading online
grocery business with the
vision to elevate food quality
and service standards in the
grocery industry.
CONSUMER AND RETAIL
EDUCATION
CoachHub is a B2B online
platform designed to provide
personalised business
coaching globally for large
enterprises and mid-market
companies.
• 2022
• Czech Republic
• 2022
• Germany
HEALTHCARE AND LIFE SCIENCES
Birdie is a home healthcare
technology company that aims
to reinvent care at home and
radically improve the lives of
millions of older adults.
• 2022
• United Kingdom
Skillmatics is a global brand
dedicated to developing
learning and play experiences
for children of all ages.
EDUCATION
HEALTHCARE AND LIFE SCIENCES
DIGITAL TRANSFORMATION
Vizgen is a life science company
that develops technologies able to
map spatial genomic information
at single-cell resolution to better
understand diseases and develop
novel therapies.
Cleo is an AI-native
consumer fintech app with
a mission to make financial
wellness accessible,
engaging, and transparent.
• 2022
• India
• 2022
• United States
• 2022
• United Kingdom
CONSUMER AND RETAIL
Everdrop is a purpose-driven,
eco-friendly household product
and personal care brand enabling
people to live a more sustainable
lifestyle.
• 2022
• Germany
CONSUMER AND RETAIL
Too Good To Go is a leading
marketplace enabling retailers to
sell discounted surplus food to
consumers across many countries.
• 2023
• Denmark
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
22
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Sofina Growth
HEALTHCARE AND LIFE SCIENCES
Zencore Biologics is a biologics
contract development and
manufacturing organisation supporting
the development and manufacturing
of drugs from the pre-clinical stage to
commercial-stage manufacturing.
• 2021
• China
Moody is a fast-growing
direct-to-consumer, online-
first mid-premium brand
selling cosmetics and colored
contact lenses.
CONSUMER AND RETAIL
CONSUMER AND RETAIL
DeHaat is an agtech player
offering end-to-end solutions
and services to the farming
community in India.
• 2021
• China
• 2021
• India
Oviva offers personalised,
app-based diet and lifestyle
coaching to help its users lead
healthier and happier lives.
HEALTHCARE AND LIFE SCIENCES
CONSUMER AND RETAIL
Petkit is a premium pet care
company offering an omnichannel
platform for smart pet tech
devices, food, grooming and
healthcare.
• 2021
• Switzerland
• 2021
• China
DIGITAL TRANSFORMATION
Typeform is a form builder
designed for the creators and the
respondents.
• 2022
• Spain
Labster is the world’s leading
platform for virtual labs and
science simulations.
EDUCATION
• 2022
• Denmark
HEALTHCARE AND LIFE SCIENCES
Twin Health is the developer and
provider of the AI-powered Whole
Body Digital Twin™ which provides
individualised nutrition, sleep,
activity and breathing guidance
for the reversal and prevention of
chronic metabolic diseases.
• 2021
• United States
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
23
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Sofina Growth
CRED is an Indian fintech
platform that lets users pay and
manage credit card bills while
accessing curated perks.
DIGITAL TRANSFORMATION
CONSUMER AND RETAIL
EDUCATION
CONSUMER AND RETAIL
Dott is a micromobility company
operating a fleet of shared
e-scooters and e-bikes.
K12 Techno Services is an
educational services platform which
provides a suite of services including
academic support, administration,
and technology solutions.
Honasa is a digital-first house of brands
focused on beauty and personal care in
India. Its portfolio of brands comprises
Mamaearth, The Derma Co. and
Aqualogica.
• 2021
• Germany
• 2021
• India
• 2021
• India
• 2020
• India
CONSUMER AND RETAIL
Kopi Kenangan is a fast-growing
Indonesian grab-and-go coffee
chain which offers fresh affordable
coffee to consumers.
• 2020
• Indonesia
Vinted’s marketplace is Europe’s
largest online international
C2C marketplace dedicated to
second-hand fashion.
CONSUMER AND RETAIL
• 2019
• Lithuania
ReeToo is an innovative China-
based in vitro diagnostics
company.
HEALTHCARE AND LIFE SCIENCES
• 2021
• China
CONSUMER AND RETAIL
Lenskart is a leading eyewear
manufacturer and retailer in Asia.
• 2019
• India
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
24
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Xinyu is the largest watch
retailer and wholesaler in
China.
CONSUMER AND RETAIL
• 2018
• China
Included Health is a diversified
healthcare platform which
partners with employers across
the US to provide care to
employees and their families.
HEALTHCARE AND LIFE SCIENCES
• 2018
• United States
DIGITAL TRANSFORMATION
ThoughtSpot offers an
enterprise analytics and
business intelligence
platform to easily analyse
complex, large-scale data.
• 2017
• United States
HEALTHCARE AND LIFE SCIENCES
MedGenome is a genomic-
driven diagnostics and research
company.
• 2017
• India
DIGITAL TRANSFORMATION
VerSe Innovation is a technology
platform that delivers personalised
content to users based on their
preferences.
• 2019
• India
opseo Intensivpflege is
a company active in the
ambulatory healthcare sector.
HEALTHCARE AND LIFE SCIENCES
• 2016
• Germany
Sofina Growth
DIGITAL TRANSFORMATION
ByteDance is a global internet and
technology company with leading
products in areas such as social
networking, content distribution,
enterprise software and gaming.
• 2016
• China
HEALTHCARE AND LIFE SCIENCES
Carebridge is an integrated
healthcare services network which
differentiated itself by the quality
of its services and its impact in
clinical care, clinical research, and
professional training.
• 2016
• China
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
25
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Sofina Growth
DIGITAL TRANSFORMATION
ACT is a broadband internet and
cable TV provider in India.
• 2016
• India
DIGITAL TRANSFORMATION
Pine Labs is a provider of
innovative IT solutions for the
payments ecosystem.
• 2015
• India
CONSUMER AND RETAIL
Hector Beverages is a producer
of traditional Indian beverages
and foods.
• 2015
• India
Founded in 2012 and headquartered in Beijing, ByteDance
 1
is a global internet and technology company active in more than 150 countries. The company
offers a portfolio of leading consumer apps including Douyin (short video platform in China), Xigua Video (live streaming and video sharing platform in China),
Hongguo (short drama platform in China), Doubao (AI chatbot in China), Lark (global digital collaboration product), TikTok (short video platform outside of
China), and CapCut (video and graphic editor outside of China). Initially focused on the Chinese market, its international expansion was accelerated from 2018
after merging its nascent product TikTok with Musical.ly (acquired in 2017). ByteDance currently also operates a diverse set of products across a number of
business units in areas such as education, enterprise software and AI cloud services.
The continued success of Douyin and TikTok have driven the growth of ByteDance in recent years, and the company has become an active player in AI.
According to public sources, 2024 and 2025 revenue reached approximately USD 155 billion and USD 186 billion respectively. The company's revenue base is
diversified across digital advertising, e-commerce, live streaming and other new initiatives including AI.
ByteDance operates globally with an international presence, while China remains its largest market. It continues to navigate the complex regulatory landscape
in major markets including the United States and China.
1 ByteDance, considering our exposure through Sofina Direct only, is the only asset representing more than 5% of the fair value of the portfolio in transparency as at 31 December 2025.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
26
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
In most cases, venture capital and growth
equity investments take the form of fixed-
term partnerships of ten to twelve years
that are managed by specialised teams (the
"Managers", "General Partners" or “GPs”). The
latter raise funds from professional investors
such as Sofina, who undertake to fund them
in capital for an amount defined at the time
of subscription. Managers generally have a
period of five or six years to find investments
corresponding to their preferred strategy
and progressively call the committed
capital made available to them. Each time
an investment is realised, the proceeds are
distributed to investors and the Managers
receive an incentive (“carried interest”) when
a capital gain is realised.
MAINLY VENTURE AND
GROWTHCAPITAL
FUNDS
TAKING ACCOUNT
OF ENVIRONMENTAL,
SOCIAL AND
GOVERNANCE
CRITERIA IN OUR
INVESTMENT
DECISIONS
EQUITY
COMMITMENTS
BETWEEN EUR 5 AND
50 MILLION
LONG-TERM
PARTNER
ACROSS CYCLES
ACTIVE IN THE US,
ASIA ANDEUROPE
FIRST INVESTMENTS
IN 1978
Activity. Since the late 70’s, Sofina has supported
private funds Managers, focusing on venture capital
and growth equity. Sofina Private Funds has built
longstanding relationships with top-tier Managers, and
is now a formalised investment activity. Each year, new
commitments are made in the funds raised by different
Managers. The amount of the annual commitment has
increased gradually to ensure vintage diversification
through cycles and to reflect global market activity.
The activity is managed by an Investment team with
experience in the field, with members in all of Sofina’s
offices and reinforced by support teams. The team seeks
to build a balanced portfolio by developing a proactive
business approach to access the most exclusive
funds. As with Sofina Direct, environmental, social
and governance criteria are taken into account in the
decision-making process of Sofina Private Funds.
Conviction confirmed. The rationale of launching and
developing the Sofina Private Funds activity is now
proven by the performance of the investment style.
These performances are mainly driven by the growth of
the underlying portfolio companies.
Success factors. Access to the best performing
Managers is one of the key portfolio success factors.
These Managers are courted and the funds they raise
are generally oversubscribed. Sofina’s profile and long-
term vision, the stability of our team and our commitment
program, our experience in the sector, our network, and
the credibility of our performance, are the key success
factors in getting access to these renowned Managers.
However, Sofina is constantly reassessing these
relationships. This applies both to the top Managers who
might face challenges such as changes in the team, and
to promising Managers gradually becoming references
in their sectors. The team is also regularly in contact with
emerging Managers to identify those early who will be
able to outperform their peers in the future.
Sofina Private Funds
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
27
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
SELECTION OF GENERAL PARTNERS
BASED IN NORTH AMERICA
SELECTION OF GENERAL PARTNERS
BASED IN EUROPE
SELECTION OF GENERAL PARTNERS
BASED IN ASIA
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
28
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
In March 2024, we completed a
year-long exercise to develop
our first double materiality matrix.
We identified nine material topics
following a four-step process taking
two perspectives into account:
• Impact materiality: perspective
of the (positive or negative,
actual and potential) impact that
Sofina has on people and the
environment.
• Financial materiality: perspective
on the potential financial effects
(risks and/or opportunities) on
Sofina of a sustainability topic.
Our double materiality assessment
was reviewed by the Leadership
Council, the ESG Committee and the
Board of Directors.
Double materiality assessment
IN 2025, WE PURSUED OUR SUSTAINABILITY EFFORTS IN ALIGNMENT WITH THE DOUBLE MATERIALITY MATRIX
ESTABLISHED IN 2024. THIS MATRIX IDENTIFIES THE ENVIRONMENTAL, SOCIAL AND GOVERNANCE TOPICS THAT ARE
MOST RELEVANT FROM BOTH AN IMPACT AND A FINANCIAL PERSPECTIVE. IT GUIDES OUR PRIORITIES AND SUPPORTS
INFORMED DECISION-MAKING, ENSURING ALIGNMENT WITH OUR LONG-TERM VALUE CREATION STRATEGY.
Sofina’s material sustainability topics
Since Sofina is an investment company, we developed a main double materiality matrix which includes material topics for
our operations and an entity-specific topic ‘responsible investor’, which encompasses how we integrate sustainability topics
throughout our investment process (for more details, see the "Strategy" in the "Sustainability statements" section of this Annual
report). In total, we identified nine material topics.
SUSTAINABILITY
TOPIC
SUB-TOPIC
POSITIVE
IMPACT
NEGATIVE
IMPACT
RISKS OPPORTUNITIES
Environmental Climate change mitigation
High Medium Low
Social Work-life balance
Medium Low
Gender equality and equal pay
Medium Low
Training and skills development
Medium Low
Diversity
High Medium
Governance Corporate culture
Medium High
Corruption & bribery
(incl. protection of whistleblowers)
Low Medium
Entity-specific Responsible investment
Medium High
Employee engagement and well-being
Medium Medium
HIGHLOW
MEDIUM
1. In the Understanding phase, we
defined our reporting scope, value
chain, stakeholder engagement plan,
and the process to develop our
materiality assessment. A short list
of sustainability topics potentially
material for Sofina was created.
2. In the Identification phase, we
identified the impacts, risks, and
opportunities (IROs) for the
potentially material sustainability
topics in our operations and value
chain.
3. In the Assessment phase, we scored
each identified impact (on their severity
and likelihood), and risk/opportunity
(on their magnitude and likelihood). We
engaged various stakeholders to get
their input on our internal assessment
of impacts and risks.
4. In the final phase of Determination,
we determined which IROs are
material based on the results of
phase 3. We applied materiality
thresholds, consolidated the results
of the exercise, and documented the
entire double materiality exercise.
Four-step process
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
29
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Risk matrix
FOLLOWING THE IN-DEPTH REVIEW OF ITS RISK MANAGEMENT PROCESS CONDUCTED IN 2024 AND A NEW ASSESSMENT CARRIED OUT
IN 2025, SOFINA HAS CONTINUED TO STRENGTHEN ITS APPROACH TO IDENTIFYING, EVALUATING, AND MANAGING RISKS ACROSS THE
ORGANISATION. AS IN THE PREVIOUS CYCLE, THE PROCESS INVOLVED VALIDATING BOTH NEW AND EXISTING RISKS AND INTEGRATING
INSIGHTS FROM THE DOUBLE MATERIALITY ASSESSMENT. THIS UPDATED ASSESSMENT CONSIDERED RISKS BOTH ON A GROSS BASIS
(WITHOUT CONTROLS) AND ON A NET BASIS (UNDER SOFINA’S CURRENT CONTROL ENVIRONMENT). THE RESULTS WERE REVIEWED AND
VALIDATED BY THE RELEVANT GOVERNANCE BODIES AND REMAIN ALIGNED WITH SOFINA’S STRATEGY AND UNDERLYING RISK APPETITE.
RISK
MANAGEMENT
PROCESS
RISK
ASSESSMENT
RISK
IDENTIFICATION
& RISK
INVENTORY
STRATEGY
& RISK
APPETITE
VERIFYING &
VALIDATION
CONTROL
ASSESSMENT
The risk matrix and risk inventory, together with their
definitions, are presented below. They apply across all sectors,
investment styles and geographic regions in which Sofina
operates and identify the main risks to which the Sofina group
is exposed, including strategic, investment, financial and
market, operational, regulatory, tax and legal risks. Each risk
and sub-risk is assessed in terms of potential impact.
The outcome of the risk matrix is determined by evaluating risk
factors and assigning numerical values based on their likelihood
of occurrence ("probability") and the expected magnitude of
adverse impact ("impact"). These values are then categorised
according to their relative importance (very high, high, medium,
or low). It should be noted that this assessment necessarily
involves judgement and may vary between organisations, as risk
ratings depend on each entity’s specific context, priorities and risk
appetite.
The main changes this year relate to refinements in certain risk
definitions to enhance clarity and ensure alignment with recent
developments. In particular, the definitions of reputational risk
(S6), climate change risk (I4), cash flow and liquidity risk (O1),
risks related to the selection and governance of investment
opportunities (I1), and the risk linked to financial and non-financial
reporting (O2) have been updated, either by broadening their
scope or making them more specific and operational.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
30
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Financial and market risk
RISKS LINKED TO THE PREVAILING ECONOMIC AND FINANCIAL CONDITIONS HAVING AN IMPACT ON THE PORTFOLIO OF SOFINA OR ON ITS OWN FINANCIAL POSITION
F1 - Macroeconomic risk Risk linked to the impact of macroeconomic factors (such as GDP growth, employment rates, inflation, energy costs, political and geopolitical events) on
Sofina’s investments and the valuation of its portfolio.
F2 - Stock market risk Risk of stock market fluctuations or failure to anticipate and react to mismatch between market and fundamental value. The valuation of Sofina’s portfolio
could be impacted, resulting in cost of capital volatility.
F3 - Foreign exchange risk Risk associated with fluctuations in currencies to which Sofina is exposed, impacting the value of Sofina’s investments and its own cash holdings.
F4 - Counterparty risk Risk linked to potential defaults by Sofina’s counterparties or the counterparties of its portfolio companies such as debt providers.
F5 - Interest rate risk Risk associated with changes in interest rates and monetary policies, which can lead to variability in the valuation of Sofina’s portfolio and an increase of
its own financing costs.
F6 - Risk of using derivate instruments Risk related to cash flows due to an inappropriate use by Sofina of derivative instruments to cover certain risks.
Strategic risk
RISK FACTORS THAT ARE RELATED TO SOFINA’S STRATEGIC DECISIONS SUCH AS ITS POSITIONING IN ITS MARKET, THE CONSTRUCTION OF ITS DIVERSIFIED PORTFOLIO, AS WELL AS
THE CONDITIONS NECESSARY TO SUCCESSFULLY IMPLEMENT ITS STRATEGY
RISKS LINKED TO STRATEGIC CHOICES
S1 - Risk of relevance of the strategy Risk that the strategy is not relevant (i) with respect to flawed positioning in the market or choice of target sectors and geographies; (ii) as a result of
unsuccessful efforts to accentuate Sofina’s differentiating factors or an insufficiently diversified portfolio; or (iii) as a result of changes in the global
geopolitical, economic and climatic context undermining the premise of Sofina’s strategy.
S2 - Risk of increased competition Risk of increased competition in Sofina’s core markets, leading to fewer accessible investment opportunities and/or Sofina having to accept higher
valuations to secure transactions leading to lower returns on investment.
S3 - Risk of differing strategic visions Risk of misalignment between the different decision-making bodies of Sofina leading to deadlock, ineffective execution of the strategy and internal
disorganisation.
RISKS LINKED TO THE CONDITIONS NECESSARY FOR THE SUCCESS OF THE STRATEGY
S4 - Risk of access to long-term
capital
Risk of limited access to long-term capital, potentially instigating unplanned actions within the portfolio including premature divestments and/or reduced
investment capacity.
S5 - Risk linked to talent Risk that Sofina fails to attract and retain highly skilled and talented professionals, and to build effective and diverse teams to implement its strategy.
S6 - Reputational risk Risk of damage to Sofina’s reputation as a result of (i) inadequate communication, (ii) investments in controversial sectors or in businesses that
disregard, are unaware of, or fail to mitigate the negative externalities they create; and (iii) activities, actions, or omissions by Sofina, its portfolio
companies, or their representatives, including with respect to ESG matters, which impact Sofina’s ability to raise capital, win opportunities and to
implement its strategy.
S7 - Risk of portfolio concentration Risk that Sofina’s portfolio is not sufficiently diversified in terms of sectors, geographies, maturity of companies and vintages. This could have a negative
impact on investment returns if Sofina remains overexposed to underperforming companies, vintages, sectors or geographies, or if Sofina does not
successfully identify growth opportunities and future trends.
S8 - Disruption risk Risk that an event or change, such as advancements in artificial intelligence, affects the financial prospects of an industry and its constituent companies.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
31
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Investment risk
RISK FACTORS THAT HAVE AN IMPACT ON THE EVOLUTION OF THE LONG-TERM VALUE OF SOFINA’S INVESTMENTS
I1 - Risk related to the selection
and governance of an investment
opportunity
Risk of missing parameters or flawed parameters being used to assess investment opportunities (strategic positioning, market growth, profitability, ESG
factors, leadership assessment etc.), and risks linked to the governance of an investment which is crucial to protecting Sofina’s interests as a minority
shareholder, whether or not identified during due diligence, resulting in potential mispricing of investments or suboptimal decision-making.
I2 - Post-investment risk Risk linked to specific events (internal or external) which were not identified in due diligence, or which occurred only after Sofina’s investment, which
negatively affect the business and/or operations of a portfolio company giving rise to non-performance.
I3 - Divestment risk Risk of not divesting an investment at the appropriate time and the risk of not having liquidity rights to trigger an exit, resulting in Sofina failing to
maximise profits or minimise losses in a given opportunity.
I4 - Climate change risk Risks arising from (i) acute and chronic physical impacts (e.g., extreme weather, heat, water stress, floods) and (ii) transition forces from the shift to a
lower-carbon economy, that could disrupt operations, change business models and costs, and adversely affect Sofina’s portfolio company valuations.
Operational risk
RISKS THAT WOULD IMPAIR SOFINA’S ABILITY TO CARRY OUT ITS ACTIVITIES OR HAVE AN IMPACT ON THE VALUE OF ITS PORTFOLIO AND THE VALUE OF ITS NAV
O1 - Cash flow and liquidity risk Risk of insufficient liquidity and/or inadequate cash planning, which may lead to insufficient cash for investment activities, dividend distributions, debt
reimbursements or day-to-day operations.
O2 - Risk linked to financial and non-
financial reporting
Risk linked to the accuracy and completeness of financial and non-financial disclosure, ensuring it is reliable and relevant. It specifically includes
valuation risk and the risk of errors or non-compliance with regulatory and financial reporting obligations.
O3 - Continuity risk Risk arising from Sofina’s inability to respond to a force majeure event, such as a pandemic, fire, climate event, or earthquake, excluding cybersecurity
risk.
O4 - Representation risk Risk of entering into invalid or unauthorised transactions due to inadequate or non-compliance with the delegations of authority and signature powers
(wrong or inadequate signatures for payments and contracts).
O5 - Cybersecurity and data breach
risk
Risk resulting from the occurrence of a cyberattack on Sofina’s IT systems and infrastructure, cloud security issues or data breaches.
O6 - Fraud risk Risk of internal or external fraud or other malicious actions by bad actors, that could impact Sofina’s operations.
O7 - IT Risk Risk related to information technology stemming from operational risks, human error, technology obsolescence and supply chain risks.
Regulatory, tax and legal risk
RISKS RESULTING FROM THE REGULATORY, TAX AND LEGAL ENVIRONMENT AS WELL AS FROM OUR CONTRACTUAL OBLIGATIONS HAVING A RESTRICTIVE IMPACT ON THE
INVESTMENT CAPACITY AND HAVING A NEGATIVE IMPACT ON THE VALUE OF THE NAV
L1 - Legal and regulatory changes risk Risk related to the changes in the regulatory, tax and legal framework (including ESG).
L2 - Compliance risk Risk of failing to comply with existing governance standards, ethical norms, contractual, legal and regulatory provisions.
L3 - Tax risk Risk of non-compliance with tax laws and regulations, and of making errors or misjudgements in tax reporting and payment.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
32
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
RISK SCORE HIGHLOW MEDIUM VERY HIGH
Likelihood
Impact
L1 - Legal and regulatory changes risk
O2 - Risk linked to financial
and non-financial reporting
S7 - Risk of portfolio concentration
I4 - Climate change risk
S3 - Risk of differing
strategic visions
O6 - Fraud risk
F6 - Risk of using
derivate instruments
F4 - Counterparty risk
O3 - Continuity risk
S4 - Risk of access to
long-term capital
S5 - Risk linked to talent
O7 - IT Risk
F5 - Interest rate risk
S6 - Reputational risk
S1 - Risk of relevance of the strategy
S2 - Risk of increased competition
L3 - Tax risk
F2 - Stock market risk
F1 - Macroeconomic risk
O5 - Cybersecurity
and data breach risk
S8 - Disruption risk
F3 - Foreign
exchange risk
I1 - Risk related to the
selection and governance
of an investment
opportunity
I2 - Post-investment risk
O1 - Cash flow and liquidity risk
O4 - Representation risk
L2 - Compliance risk
I3 - Divestment risk
Risk identification & risk inventory
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
33
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
What makes us unique
Diversified and sustainable business
strategy
Value creation model
Stakeholders overview
Portfolio overview
Double materiality assessment
Risk matrix
Year in review
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
OUR NET ASSET VALUE OF EUR 10.8 BILLION STEMS FROM
DIRECT INVESTMENTS AS A MINORITY PARTNER OF BUSINESS
OWNERS IN CORE GROWTH SECTORS, AND INDIRECT
INVESTMENTS IN FUNDS IN PARTNERSHIP WITH AN ECOSYSTEM
OF TOP-TIER VENTURE AND GROWTH MANAGERS IN EUROPE,
THE UNITED STATES, AND ASIA.
Year in
review
Download as PDF to print out Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
34
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Market context - Scaling with discipline in a
volatile environment
IN A YEAR CHARACTERISED BY TIGHTER LIQUIDITY, HIGHER INTEREST RATES AND SELECTIVE CAPITAL MARKETS, SOFINA STRENGTHENED
ITS PERMANENT CAPITAL BASE TO DEPLOY LONG-TERM CAPITAL WITH FLEXIBILITY AND DISCIPLINE.
Market environment. The economic and financial backdrop of 2025 remained marked by
elevated interest rates, selective capital allocation and continued volatility across private
and public markets. Higher financing costs and a more constrained liquidity environment
have increased capital discipline across the ecosystem, reshaping funding dynamics for
growth companies and private equity sponsors alike.
As access to capital became more differentiated, well-capitalised long-term investors
were increasingly sought after. Founders and management teams showed greater focus
on stabilising ownership structures, reinforcing governance and securing partners able to
provide patient capital across cycles.
At the same time, structural innovation continued across multiple sectors, notably in
artificial intelligence, digital infrastructure, healthcare technologies and sustainable
industrial solutions. These trends require sustained investment and often longer
development horizons, reinforcing the importance of flexible capital structures beyond
traditional private equity or venture timelines.
Strategic rationale for scaling. Against this backdrop, we considered it appropriate to
scale our capital base.
Over recent years, the group has refined its investment model across three investment
styles, five sectors of focus and three core geographies. This disciplined framework,
combined with a longstanding network of sector specialists and investment partners,
enables sourcing and active engagement throughout the full company growth cycle.
Sofina’s permanent capital structure and conservative financial policy provide the capacity
to act decisively in periods of market dislocation. A strong balance sheet enhances risk
tolerance, supports follow-on investment in high-performing assets and allows for tailored
transaction structures when opportunities require flexibility.
The group benefits from local presence in Europe and Asia, complemented by an
established investment partner network in the United States, providing access to high-
quality proprietary opportunities across regions.
In parallel, the organisation has continued to strengthen its team, expanding sector
expertise while maintaining a culture centred on alignment, accountability and long-term
value creation.
Capital structure and financial discipline. In 2025, Sofina successfully completed a
EUR 545 million rights issue and issued EUR 600 million in bonds, further diversifying its
funding sources and extending the maturity profile of its liabilities.
These transactions increase annual capital deployment capacity by approximately 5% to
15%, while preserving flexibility in a dynamic investment environment.
For Sofina Direct, this enhanced capacity supports larger and potentially more
concentrated positions within existing sectors and geographies, enables extended holding
periods where value creation warrants patience, and safeguards follow-on investment
capacity in high-performing portfolio companies.
For Sofina Private Funds, it ensures the ability to maintain strategic allocations to
increasingly larger funds managed by top-tier General Partners, while selectively
establishing new limited partner relationships.
The group aims for a target Loan-to-value ratio between 5% and 10%, reflecting its
commitment to conservative leverage. This disciplined approach supports steady
investment pacing across vintages, strengthens portfolio resilience and preserves
optionality regarding exit timing to optimise long-term value crystallisation.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
35
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Sectors overview
In the Consumer and retail sector, founders
have largely completed the initial reset toward
profitability and capital discipline and are now
operating with structurally leaner cost bases
and clearer paths to sustainable returns.
While value-conscious spending remains
a defining theme, consumer behaviour in
2025 has become more nuanced, with demand
increasingly polarising between essential,
price-sensitive categories and premium
offerings delivering clear differentiation.
Preferences continue to shift toward health,
wellness, and quality-driven food choices,
alongside sustained interest in sustainability
where it is credibly embedded rather than
marketed. At the same time, discretionary
spending continues to reallocate away from
goods and toward experiences, services, and
lifestyle-oriented consumption, particularly
among urban and middle-income consumers
across Europe and Asia.
In 2025, Healthcare private markets
stabilised and regained momentum, with
activity improving in the second half despite
headwinds from US tariffs and regulatory
disruption. Investment levels increased
compared to 2024, although capital stayed
highly selective and increasingly concentrated
in mega-funding rounds. Artificial intelligence
continued to act as a cross-sector catalyst,
particularly across diagnostics, tools and
health-tech infrastructure. Exit conditions
improved for a limited set of companies, as
performance threshold rose and top assets
commanded premium valuations. Public
healthcare companies actively focused on
restructuring product portfolios and business
units to strengthen growth profiles.
The Digital transformation sector was shaped
by accelerating adoption of generative
AI and a continued investor focus on
companies combining sustainable growth
with improving profitability. Venture funding
recovered selectively, with capital increasingly
concentrated in AI-driven platforms and
scalable infrastructure models.
Sofina remained active, deploying capital in
digital leaders through both new investments
and follow-ons. Looking ahead, digital
transformation is expected to remain a
structural growth theme, supported by
continued innovation in software and financial
technologies.
The Education sector was characterised by
a continuous shift toward outcome-driven,
skills-based learning, with strong demand
for reskilling and upskilling aligned with AI
and digital transformation. At the same time,
consolidation dynamics and budget pressure
prompted education providers to prioritise
measurable return on investment, credential
relevance and integration with existing
learning and HR systems.
Within Sustainable supply chains capital
continued to flow toward proven, asset-heavy
solutions in energy, mobility, and industrial
decarbonisation. Climate adaptation and
resilience emerged alongside mitigation as
core investment themes. In a tighter capital
environment, investors favoured companies
demonstrating clear unit economics and
operational visibility. Sofina devoted
particular attention to electricity flexibility,
green construction materials and waste
management.
Strong investment-
grade rating
In September 2025, S&P Global
Ratings assigned an 'A-' long-term
issuer credit rating with stable outlook,
marking an important milestone in the
group’s development as a diversified,
permanent capital investment
company.
The rating reflects Sofina’s
conservative financial policy, low
financial leverage and strong liquidity
management, which partly offset
the inherent risks associated with
an investment portfolio composed
primarily of private and less liquid
assets. S&P also highlighted the
group’s broad diversification across
geographies and sectors, its focus
on five key industries, and its
demonstrated ability to generate
sustained NAV growth across
economic cycles.
The stable outlook reflects S&P’s
expectation that Sofina will continue
to operate within its current
investment framework, maintaining
prudent leverage, strong liquidity and
disciplined capital allocation.
This external validation reinforces the
strength of Sofina’s permanent capital
structure and long-term investment
model. It supports continued access to
diversified funding sources, enhances
financial flexibility and underpins
the group’s ability to deploy capital
consistently across market cycles.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
36
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
1 For a definition of the different terms, see the "Alternative performance measures and other terms" section of this Annual report.
2 The consolidated financial statements are presented under the Investment Entity status in application of which direct subsidiaries of Sofina SA are stated at fair value, including the fair value of their equity investments and other assets and liabilities (mainly
intra-group debts and receivables), through profit and loss. For further explanation, see the "Alternative performance measures and other terms" section.
3 Calculation based on the number of outstanding shares at closing date (35,461,125 shares at 31 December 2025 and 33,053,827 shares at 31 December 2024).
4 Calculation based on the weighted average number of outstanding shares (33,749,069 shares at 31 December 2025 and 33,244,429 shares at 31 December 2024).
5 Based on the portfolio in transparency (see point 2.1 of the Notes to the consolidated financial statements). For a definition of the different terms, see the "Alternative performance measures and other terms" section.
6 The small difference between the net result and the total comprehensive income comes from income and expenses recognised directly in the shareholders’ equity and subsequently reclassified in the net result.
Performance indicators
SOFINA SA ADOPTED THE INVESTMENT ENTITY STATUS IN
APPLICATION OF IFRS 10, §27, WHICH PROVIDES THAT A COMPANY,
AS LONG AS IT MEETS THE DEFINITION OF AN INVESTMENT ENTITY,
DOES NOT CONSOLIDATE ITS SUBSIDIARIES
 1
.
In this Annual report, the financial statements as an Investment Entity give the fair value of
Sofina SA’s direct investments (in portfolio investments or in investment subsidiaries). The
Net Asset Value (“NAV”) reported under the Investment Entity status or in transparency
(i.e. considering all portfolio investments whether held by Sofina SA directly or indirectly
through its investment subsidiaries) is the same.
FINANCIAL STATEMENTS - OVERVIEW OF THE YEAR
2
31/12/2025 31/12/2024
Total assets (in million EUR) 12,167 11,159
Net Asset Value (in million EUR) 10,843 10,305
Net Asset Value per share (in EUR)
3
305.77 311.77
2025 2024
Net result (share of the group) (in million EUR) 113 1,360
Net result (share of the group) per share (in EUR)
4
3.35 40.89
FINANCIAL FIGURES IN TRANSPARENCY
5
(IN MILLION EUR)
KEY FIGURES IN TRANSPARENCY 31/12/2025 31/12/2024
Net debt (+) / Net cash (-) -430 -334
Investment portfolio 10,509 10,054
Loan-to-value (in %) -4.1% -3.3%
KEY COMPREHENSIVE INCOME FIGURES IN TRANSPARENCY 2025 2024
Dividends 49 60
Net result of the investment portfolio 158 1,386
Total comprehensive income
6
114 1,359
KEY CASH FLOW STATEMENT FIGURES IN TRANSPARENCY 2025 2024
Investments in portfolio -1,139 -951
Divestments from portfolio 845 1,211
BALANCE SHEET IN TRANSPARENCY 31/12/2025 31/12/2024
Investment portfolio 10,509 10,054
Sofina Direct 5,616 5,331
Long-term minority investments 2,954 3,069
Sofina Growth 2,662 2,262
Sofina Private Funds 4,893 4,723
Net cash 430 334
Gross cash 1,723 1,031
Financial liabilities -1,293 -697
Other -96 -83
NAV 10,843 10,305
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
37
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Sofina NAV MSCI ACWI (EUR) Euro Stoxx 50 Sofina NAV MSCI ACWI (EUR) Euro Stoxx 50
EVOLUTION OF THE SHARE PRICE AND THE NAV PER SHARE (IN EUR)
1
AVERAGE ANNUAL RETURN (IN %)
3
GROSS AND NET DIVIDEND PER SHARE (IN EUR)
ROLLING 4-YEAR PERFORMANCE (IN %)
3
1 The financial data at 31 December have been prepared under IFRS standards since the financial year ending 31 December 2004. Figures relating to 2016 and 2017 have been restated in accordance with IAS 28, §18 to ensure that the Net Asset Value for
2016 and 2017 can be compared with that of the following years as set up under the Investment Entity status.
2 Subject to the approval by the shareholders of Sofina SA at the next Annual General Meeting.
3 For a definition of the different terms, see the "Alternative performance measures and other terms" of this Annual report.
Net dividend Gross dividend
Sofina stock price NAV per share
+28%
-19%
2018 2019 2020 2021 2022 2023 2024 2025
2
-0.8%
7.9 %
21.2%
4.2%
16.8%
18.0%
-1.4%
8.5%
10.4%
4.1%
12.1%
12.9%
7.9 %
13.5%
12.5%
8.4%
10.8%
8.5%
1 year 3 years 4 years 5 years 7 years 10 years
1.95
2.79
2.03
2.90
2.11
3.01
2.19
2.27
2.35
2.45
3.50
2.56
3.66
3.35
3.24
3.13
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
38
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
ALONGSIDE FINANCIAL PERFORMANCE, SOFINA MONITORS A BROADER
SET OF NON-FINANCIAL INDICATORS. THE METRICS PRESENTED HERE
PROVIDE A CONCISE OVERVIEW OF SELECTED ENVIRONMENTAL, SOCIAL AND
GOVERNANCE DATA.
THEY HIGHLIGHT KEY GREENHOUSE GAS INDICATORS AND EMPLOYEE TRAINING
METRICS, WHILE MORE COMPREHENSIVE INFORMATION IS SET OUT IN THE
DEDICATED SECTIONS OF THIS ANNUAL REPORT.
2025 % CHANGE TO 2024
Gross scope 1 GHG emissions 118 tCO
2
e -26%
Gross scope 2 GHG emissions 29 tCO
2
e +15%
Gross scope 3 (business travel
1
only) GHG emissions 711 tCO
2
e +4%
GHG emissions (scope 1, 2 and business travel) per FTE 10.4 tCO
2
e -1%
#PEOPLE AT SOFINA
83
+2%
#TRAINING HOURS
2,824
+29%
100%
OF EMPLOYEES COMPLETED
MANDATORY COMPLIANCE
TRAINING COVERING
SOFINA’S CODE OF CONDUCT,
REGULATORY OBLIGATIONS,
AND KEY RISK AREAS (E.G.,
CONFLICTS OF INTEREST,
INSIDER DEALING, AML, DATA
PROTECTION AND ETHICS).
1 Last year emissions on such business travels were 685 tCO
2
.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
39
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
100%
INVESTMENT OPPORTUNITIES
IN SOFINA DIRECT AND SOFINA
PRIVATE FUNDS HAVE BEEN
ASSESSED IN ACCORDANCE
WITH THE ESG FRAMEWORK
26
SURVEYED MANAGERS IN
SOFINA PRIVATE FUNDS
(24% IN TOTAL BY NUMBER)
HAVING AN ESG POLICY
9
PORTFOLIO COMPANIES WITH
SBTI-APPROVED TARGETS
(22.50% BY INVESTED CAPITAL)
32
PORTFOLIO COMPANIES IN
WHICH WE HAVE A BOARD SEAT
63%
OF SOFINA DIRECT ENGAGED
IN SUSTAINABILITY MATTERS,
THROUGH PARTICIPATION
IN OUR ESG SURVEY AND/
OR THE IMPLEMENTATION OF
SUSTAINABILITY ROADMAPS
BY INVESTMENTS STYLE
1
BY GEOGRAPHIC REGION
2
BETWEEN LISTED AND
UNLISTED INVESTMENTS
3
OUR TOTAL PORTFOLIO SPLITS MORE OR
LESS EQUALLY BETWEEN SOFINA DIRECT
AND SOFINA PRIVATE FUNDS, CAPTURING
ALL INVESTMENTS FROM INDIRECT EARLY
STAGE VENTURES TO DIRECT LONG-TERM
MINORITY HOLDINGS.
THE GEOGRAPHIC SPLIT REFLECTS OUR
DIVERSIFICATION ACROSS REGIONS, WITH
THE UNITED STATES HEAVILY REPRESENTED
IN THE PRIVATE FUNDS’ BUSINESS, AND
EUROPE MORE GEARED TOWARDS DIRECT
INVESTMENTS. ASIA IS BALANCED ACROSS
INVESTMENT STYLES.
OUR FOCUS IN RECENT YEARS HAS BEEN
MORE ON GROWTH CAPITAL AND PRIVATE
BUSINESS, WITH LISTED ASSETS NOW ONLY
REFLECTING 8% OF OUR TOTAL ASSETS.
1 Based on the portfolio in transparency.
2 Based on the portfolio in transparency considering the country of the main or historical headquarters of the investments as used in the management information (see point 2.6 of
the Notes to the consolidated financial statements as well as the "Portfolio overview" section).
3 Based on the portfolio in transparency. Includes the listed assets held through Sofina Private Funds.
Portfolio indicators
53%
Sofina Direct
47%
Sofina Private
Funds
28%
Long-term minority
investments
25%
Sofina Growth
24%
Asia
37%
North America
39%
Europe
92%
Unlisted
8%
Listed
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
40
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
VINTAGE SPLIT
2
VINTAGE SPLIT
2
LISTED AND UNLISTED
INVESTMENTS
2
LISTED AND UNLISTED
INVESTMENTS
2
SECTOR SPLIT
2
STRATEGY SPLIT
2
GEOGRAPHIC SPLIT
2
GEOGRAPHIC SPLIT
2
7%
Listed
26%
Consumer
and retail
74%
Venture capital
8%
>10 year
67%
North
America
63%
Europe
41%
4-7 year
93%
Unlisted
35%
Digital
transformation
21%
8-10 year
23%
Asia
22%
8-10 year
14%
Education
11%
North America
12%
Healthcare
and life
sciences
27%
0-3 year
1 Our portfolio is further detailed in the "Portfolio overview" section of this Annual report.
2 Based on the fair value of the Sofina group's investments at 31 December 2025 (portfolio in transparency), and according to the country where the main or historical headquarters
of the investments are located, as stated in the management information, when referring to the geographical split, or according to the vintage that is based on the date of first
investment or capital call, as the case may be.
5%
>10 year
44%
4-7 year
26%
Asia
32%
0-3 year
>80
GROWTH INVESTMENTS STARTING FROM SERIES A
>80
TOP TIER GENERAL PARTNERS
EUR 5.6Bn
AS OF 31/12/2025
EUR 4.9Bn
AS OF 31/12/2025
9%
Listed
10%
Europe
Portfolio by investment style
Sofina Direct
1
Sofina Private Funds
1
8%
Other
5%
Sustainable
supply chains
0%
Other
strategies
22%
Growth equity
4%
Leveraged buyout
91%
Unlisted
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
41
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
85
PORTFOLIO COMPANIES
BREAKDOWN OF THE PORTFOLIO
1
BY SECTOR
BREAKDOWN OF THE PORTFOLIO
1
BY SECTOR
THE TOP 10 INVESTMENTS OF SOFINA DIRECT REPRESENT
29% OF SOFINA’S PORTFOLIO IN TRANSPARENCY
2
.
1. ByteDance
2. Cognita
3. Nuxe
4. Drylock
5. Proeduca
6. Cambridge Associates
7. Vinted
8. MNH (Mérieux NutriSciences)
9. Salto
10. EG Software
29%
Consumer
and retail
11%
Healthcare
and life
sciences
14%
Healthcare and
life sciences
19%
Digital
transformation
15%
Other
0%
Other
22%
Education
4%
Education
4%
Sustainable
supply chains
5%
Sustainable
supply chains
23%
Consumer
and retail
1 Based on the fair value of the Sofina group's investments at 31 December 2025 (portfolio in transparency).
2 Largest investments in terms of representation in the fair value of the portfolio in transparency and following the valuation principles set in point 2.5 of the "Notes to the consolidated financial statements" section. Listed in decreasing order of fair value at 31
December 2025. The ranking of our Sofina Direct investments does not take into consideration indirect holdings in these entities through certain investments of Sofina Private Funds.
3 Sofina values its holding in HSG Co-Investment 2016-A on the basis of the market multiples valuation method with an illiquidity discount. Its holding in ByteDance at Sofina Private Funds level is valued on the basis of the latest reports obtained from the
General Partners until mid-March 2026. Additional information on this investment is provided in the section "Portfolio overview".
54%
Digital
transformation
Sofina Direct
OUR LONG-TERM MINORITY INVESTMENTS AND SOFINA GROWTH, O U R
EARLIER STAGE DIRECT INVESTMENTS, ARE GROUPED UNDER SOFINA
DIRECT. THIS PORTFOLIO INCLUDES INVESTMENTS IN A VARIETY OF
SECTORS, BUSINESS MODELS AND GEOGRAPHIES AT DIFFERENT STAGES
OF MATURITY.
Long-term minority
investments
Sofina Growth Top 10 of Sofina Direct
The 4 largest investments of Sofina Direct represent more than
15% but less than 20% of the portfolio in transparency whereas the
6 largest investment within Sofina Direct represent more than 20%
of the portfolio in transparency
2
.
ByteDance, a global internet and technology company active in
more than 150 countries, is the sole holding representing more than
5% of the fair value of the portfolio in transparency
3
.
PORTFOLIO EVOLUTION
2025 ACTIVITY IN M EUR # COMPANIES
Investments
(new and follow-on)
245 2
Divestments
(partial and full)
280 6
Portfolio at 31/12/2025 2,954 22
PORTFOLIO EVOLUTION
2025 ACTIVITY IN M EUR # COMPANIES
Investments
(new and follow-on)
379 22
Divestments
(partial and full)
110 6
Portfolio at 31/12/2025 2,662 63
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
42
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Investments in 2025
Momentum in sourcing and executing deals gave us the opportunity to add new assets to our portfolio, including Proeduca for our Long-term minority investments portfolio, and Berry
Street, The Whole Truth, Zhuoyu Technology for our Sofina Growth portfolio.
We also continued supporting existing portfolio companies with follow-on investments across our sectors.
Spain
Education
United Kingdom
Digital transformation
United States
Healthcare and life
sciences
India
Consumer and retail
China
Digital transformation
India
Digital transformation
United States
Digital transformation
Belgium
Digital transformation
United States
Healthcare and life
sciences
Germany
Digital transformation
United Kingdom
Digital transformation
United Kingdom
Healthcare and life sciences
United States
Healthcare and life sciences
NEW INVESTMENTS
FOLLOW-ON INVESTMENTS
Germany
Sustainable supply
chains
India
Healthcare and life
sciences
United States
Healthcare and life
sciences
United States
Digital transformation
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
43
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Divestments in 2025
Next to the full exits at GL events and First Eagle among our Long-term minority investments portfolio, we exited IHS, OrganOx and 1stdibs.com from our Sofina Growth portfolio. We also
partially monetised investments such as at bioMérieux and Lenskart.
France
Other
2012
India
Consumer and retail
2019
FULL EXITS
PARTIAL DIVESTMENTS
United States
Other
2016
Nigeria
Digital transformation
2014
France
Healthcare and life sciences
2009
Luxembourg
Other
1998
India
Digital transformation
2015
United States
Consumer and retail
2015
United Kingdom
Healthcare and life sciences
2025
China
Digital transformation
2016
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
44
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Sofina Private Funds
1 Definitions of the different private funds strategies: "Venture capital" is composed of investments in high-growth companies supporting entrepreneurial ventures, start-ups and scale-ups. It is divided into different stages, with Seed and Series A usually
classified as early-stage (investments to build the company, launch products and find product-market fit), and Series B and beyond being classified as late-stage (capital to help the company scale). "Growth equity" generally refers to investments in
middle-market businesses with high organic growth rates, more established business models and often positive cash flow. They have often reached this stage without institutional funding (i.e. bootstrapped). "Leveraged buyout" (LBO) refers to acquisitions of
companies at different stages or maturities. Given the control element, buyout funds often make major operational adjustments to these companies to create value.
2 Based on the fair value of the Sofina group's investments at 31 December 2025 (portfolio in transparency).
SOFINA PRIVATE FUNDSRELIES ON
BUILDING LONG- TERM PARTNERSHIPS WITH
CAREFULLY SELECTED GENERAL PARTNERS
MANAGING MAINLY VENTURE AND GROWTH
CAPITAL FUNDS.
Sofina Private Funds activity
Private markets maintained steady momentum throughout
the year, with global venture capital investment rising.
Investor sentiment strengthened amid renewed confidence
in liquidity pathways and a rebound in public market exits.
AI continued to lead all categories, headlined by mega-
rounds including OpenAI, Anthropic, xAI, Databricks and
Mistral AI. The IPO market reopened decisively, with
successful listings from Figma, CoreWeave, Netskope and
Circle, signaling the return of viable exit routes. Meanwhile,
M&A and secondary transactions remained active, fueled
by corporates seeking AI talent and strategic assets.
Hardware-related sectors, such as semiconductors, data
centers, robotics and drones, drew rising investor attention
driven by strategic realignment toward domestic technology
self-sufficiency.
Sofina’s Private Funds continues to benefit from these
trends leading to an increase of its NAV. The commitment
deployment pace has also increased compared to last
year, reflecting the sustained activity from our Private
Funds managers. Sofina has continued to deploy across
both existing and new relationships. Most leading Private
Funds managers were oversubscribed, and while Sofina
generally secured larger allocations or at least maintain
its pro-rata positions, several allocations were adjusted to
accommodate broader LP demand. We expect this trend to
continue and anticipate an important commitment program
for 2026.
Top 10 of Sofina Private Funds
1
THE 10 LARGEST GENERAL PARTNERS OF SOFINA
PRIVATE FUNDS REPRESENT 22% OF THE FAIR
VALUE OF THE PORTFOLIO IN TRANSPARENCY.
1. Sequoia Capital
2. Lightspeed
3. Hongshan
4. Peak XV
5. Andreessen Horowitz
6. Battery
7. Insight Partners
8. Thrive
9. Thoma Bravo
10. Iconiq Capital
1 Largest General Partners in terms of estimated representation of their
funds in the fair value of Sofina’s portfolio in transparency. Listed in
decreasing order of fair value at 31 December 2025.
Breakdown by strategy
Sofina Private Funds portfolio favours venture capital and
growth equity funds, mostly because of the risk-return
profile of their strategy and their resonance with Sofina’s
DNA, seeking situation where investors and managers are
capitalistically aligned. These funds are generally invested
in companies where founders are still shareholders and
present in management, unlike acquisition targets where
financial investors take control of the company (“buyout”).
This bias explains the current exposure of the Sofina
Private Funds portfolio to those strategies
1
.
STRATEGY AT 31/12/2025
(IN M EUR)
PORTFOLIO
FAIR VALUE
2
RESIDUAL
COMMITMENTS
Venture capital 3,592 74% 785 58%
Growth equity 1,094 22% 462 35%
Leveraged buyout 200 4% 74 7%
Other strategies 7 0% 8 0%
Total 4,893 100% 1,329 100%
BREAKDOWN BY STRATEGY
74%
Venture capital
22%
Growth equity
4%
Leveraged buyout
619
FUNDS
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
45
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Breakdown by
geographic region
The United States remain the most developed market
for venture capital and growth equity funds, as reflected
in Sofina Private Funds portfolio with a relatively high
exposure to this region.
To further diversify its geographic footprint and capitalise
on high-growth sectors and regions, Sofina Private Funds’
exposure to Asia has gradually increased. Sofina can thus
benefit from the trends identified by its Managers in this
region: growth of the middle class, rapid urbanisation, and
younger population.
The Sofina Private Funds portfolio continued to
strengthen in European venture capital and growth equity
funds, thus aligning with the group’s strategy.
In addition, by focusing on venture capital and growth
equity funds as well as the geographical footprint of
its portfolio, Sofina benefits from global exposure to
its sectors of focus, essentially Consumer and retail,
Digital transformation, Education and Healthcare and life
sciences.
1 Based on the fair value of the Sofina group's investments at 31 December 2025 (portfolio in transparency).
GEOGRAPHY
AT 31/12/2025
(IN M EUR)
PORTFOLIO
FAIR VALUE 
1
RESIDUAL
COMMITMENTS
Asia 1,111 23% 287 22%
Europe 489 10% 187 14%
North America 3,294 67% 855 64%
Total 4,893 100% 1,329 100%
Concentration by Manager
Over the past decade, Sofina Private Funds’ portfolio
concentration has decreased, even though the top
Managers still represent an important part of this
portfolio. Moreover, while Sofina rigorously monitors the
performance of its Managers, its policy is to maintain long-
term relationships with them.
Currently, the main Managers are Andreessen Horowitz,
Atomico, Battery, DST, General Atlantic, Hongshan, Iconiq
Capital, Insight Partners, Kleiner Perkins, Lightspeed, Peak
XV, Redpoint, Sequoia Capital, Source Code, Spark, TA
Associates, The Founders Fund, Thoma Bravo, Thrive and
Venrock.
PORTFOLIO EVOLUTION (IN M EUR)
1
2025 2024
Fair value at 1 January 4,723 4,189
Investments (called capital) 526 407
Distributions -466 -398
Other fair value variation 110 525
Fair value as at 31 December 4,893 4,723
BREAKDOWN BY GEOGRAPHIC REGION
23%
Asia
10%
Europe
67%
North America
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
46
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
NEW COMMITMENTS IN SELECTED
EXISTING PORTFOLIO MANAGERS
NEW MANAGERS ADDED
TO OUR PORTFOLIO
Portfolio rotation in 2025
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
47
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Post-closing events
SINCE THE START OF 2026, WE HAVE CONTINUED OUR INVESTMENT AND DIVESTMENT ACTIVITY. NOTABLE
TRANSACTIONS INCLUDE INVESTMENTS IN CEREALIS, THE LEADING PORTUGUESE PLAYER IN THE FOOD PRODUCTS
SECTOR, AND XBOW, A US-BASED AI-POWERED OFFENSIVE SECURITY COMPANY. WE ALSO INCREASED OUR
INVESTMENTS IN THE WHOLE TRUTH, INDIA’S LARGEST AND FASTEST-GROWING CLEAN-LABEL FOOD BRAND, AND
PETKIT
1
, A FAST-GROWING PET CARE COMPANY IN CHINA. FURTHERMORE, WE MONETISED PART OF OUR INVESTMENT
IN OPSEO, A COMPANY ACTIVE IN THE AMBULATORY HEALTHCARE SECTOR, THROUGH A PARTIAL EXIT.
• Long-term minority investments
• Portugal
• Consumer and retail
• Sofina Growth
• India
• Consumer and retail
• Sofina Growth
• Germany
• Healthcare and life sciences
• Sofina Growth
• United States
• Digital transformation
• Sofina Growth
• China
• Consumer and retail
1
1 A transfer agreement has been signed, but the transaction has not yet been completed.
PARTIAL EXIT
FOLLOW-ON INVESTMENTS
NEW INVESTMENTS
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
48
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Our team in the community
In the communities
AS A GLOBAL FIRM, WE ARE AN ACTIVE MEMBER OF THE REGIONS IN WHICH WE OPERATE. NOT ONLY AS AN INVESTOR,
BUT ALSO DIRECTLY THROUGH OUR TEAM AND THE COMMUNITIES IN WHICH WE LIVE AND ENGAGE.
One Team
Our diverse talent from across the world, with different
backgrounds, gender and age, work together to achieve
economic and societal results, driven by the way in which
we operate, how we do this and the values that inspire us.
(for more on this, see the "Social information" section). We
want to create value with a human touch, delivering high
quality impact while fostering sustainable growth. This can
only be achieved together, as a team, and with the societal
stakeholders around us. As One Team we therefore have
common goals, all acting with integrity and respect in our
internal collaboration and with our partners.
We build strong team cohesion and enhance our One
Team culture through team off-sites with collaboration
and trust building activities, charitable team volunteering
events, all grounded in our principles and aimed at elevating
our culture of excellence and growth and enable a work
environment in which our employees can be their authentic
self.
Being One Team also means celebrating together. All
employees from our 4 offices gathered for a four-day
getaway in February, combining working sessions and
leisure in the French Alps. Building and reinforcing internal
connections is foundational.
Volunteering
As importantly, being an active member of the communities
in which we work and live is an integral part of working
at Sofina. This can take many forms. As in previous years
we collectively supported several initiatives aimed at
helping others, strengthening social impact and reinforcing
environmental responsibility.
Initiatives include the annual blood donation campaign
in Brussels in partnership with the Red Cross. We marked
International Women’s Day through several awareness
initiatives promoting gender equality, inclusion and equal
opportunities. Later in the year, a Pink October breakfast
and fundraising was organised in partnership with Think
Pink in support of breast cancer awareness, followed by
a Movember campaign, with tangible participation of our
Luxembourg based male colleagues, raising funds and
awareness around men’s health issues, including mental
health and prostate cancer.
In Brussels we had “Zero Waste Walks”, encouraging
employees to reflect on and help waste reduction and
sustainable behaviours through a collective and educational
activity. 19 employees participated in the “Run to Kick” race,
a sporting event supporting Kick Cancer, an organisation
dedicated to funding research into paediatric cancers.
In Singapore, we continued to support Willing Hearts, a
soup kitchen preparing and distributing 7,000 daily meals.
We also remain active in the Temple Garden Foundation, a
charity in Cambodia supported by Sofina since 2020.
As in previous years, Sofina continued to support
BEforUkraine, one of whose initiatives is to procure
ambulances, refurbish and equip them with medicines and
medical equipment and then send them to Ukraine where
they are used as mini-hospitals.
Employees donated toys to children in need in support of
the Kiwanis Toys Drive. Another solidarity action included
a clothing drive for Samu Social, an organising supporting
people in Brussels experiencing homelessness. For the
fourth consecutive year, Sofina hosted WAPA’s annual
fundraising campaign in support of children affected by war.
In short, throughout 2025, employees across our 4 offices
contributed nearly 865 hours of volunteer work. The
organisations supported across our different locations
addressed a wide range of societal challenges, including
social inclusion, environmental protection, mental health
or even animal welfare. This strong engagement illustrates
Sofina's commitment to empowering employees to act as
agents of positive change.
As ever, as part of our matching gift program, Sofina
doubles employee donations to charitable initiatives of their
choice.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
49
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
Celebrating 15 years of SofinaBoël Fund
The strength of the SofinaBoël Fund lies in the
complementarity of its three areas of action. By
supporting academic excellence, artisanal know-how, and
the development of young talents, the Fund contributes
to a coherent and dynamic ecosystem where tradition and
innovation come together in service of the future.
Through its university track, the Fund supported
14 scholarship recipients in their international mobility,
offering them the opportunity to study at leading
academic and scientific institutions. This support
strengthens their skills and directly contributes to the
development and visibility of research and innovation in
Belgium.
In 2025, the Fund supported 35 artisans, active both
in the preservation of heritage and in the transmission
of essential trades facing a shortage of skills. This
commitment fosters a local economy and strengthens
Belgium’s visibility through the excellence of its artisanal
professions.
The “Boost for Talents” program acts as a genuine lever
for transformation for young people from underprivileged
backgrounds. Beyond access to new opportunities,
it strengthens their self-confidence and their ability to
project themselves positively into the future, making them
true drivers of change. In 2025, 45 secondary school
students were selected in Antwerp, Liège, and La Louvière,
bringing the total number of Boosters supported during
the year to 142.
The Fund celebrated its 15
th
anniversary in 2025. It was
a landmark moment, bringing together all scholarship
recipients, families, and partners for a collective
celebration. This gathering made it possible to reflect on
the journey accomplished and the impact generated since
the Fund’s creation.
“At 15, you are no longer a child. It is an age at which you
understand the impact you have on society. Something
that inspires us to continue the project”, emphasised
Harold Boël, CEO of Sofina.
Rich in dialogue and human connections, the event
highlighted artisans whose craftsmanship embodies
excellence, knowledge transmission, and human
rootedness, as well as the strength of a unifying alumni
network, a true lever for collective impact. The meeting
of the new university scholarship recipients encouraged
exchanges, networking, and the sharing of common
ambitions.
Engagement moments like these occur throughout
the year. For instance, participation in the European
WorldSkills competitions in Herning offered recipients a
demanding and formative international experience.
Involvement in activities carried out with the Boosters
(election jury, Nike Day, kick-off meeting, and Boost Talks)
illustrated the collective and unifying dimension of the
program. These inspiring encounters gave the scholarship
recipients a real boost, strengthening their confidence,
their vision, and the lasting impact of the Fund’s support.
For more information, please refer to the SofinaBoël Fund
website.
About the SofinaBoël Fund
Founded in 2011 at the initiative of the
descendants of Gustave Boël and Sofina, the
SofinaBoël Fund for Education and Talent
supports young talents through education
by granting scholarships and targeted
financial assistance. With an annual budget
of EUR1.3 million, it operates with the
operational support of the King Baudouin
Foundation.
Relying on a network of expert partners, the
Fund prioritises rigorous and personalized
support, fostering the sustainable
development of talents toward excellence.
The strength of the SofinaBoël Fund lies in the
complementarity of its three areas of action.
By supporting academic excellence, artisanal
know-how, and the development of young
talents, the Fund contributes to a coherent
and dynamic ecosystem where tradition and
innovation come together in service of the
future.
EVOLUTION AND OUTLOOK
The Fund’s mission is undergoing a significant
evolution, gaining in both depth and reach.
The objective is no longer limited to providing
individual support, but now aims to strengthen
connections and collective dynamics. This
approach is rooted in a vision of systemic
philanthropy, based on collaboration and
synergies among stakeholders, across sectors,
generations, and borders.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
50
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
Sofina at a glance
Year in review
Market context
Performance indicators
Portfolio indicators
Post-closing events
Our team in the community
PART II:
STATEMEN T S
PART III:
ABOUT THIS REPORT
PART II
Statements
Download as PDF to print out
51
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
SOFINA
ANNUAL REPORT 2025
Corporate
governance
INSIGHTS INTO OUR LEADERSHIP, CORPORATEGOVERNANCE
PRACTICES AND REMUNERATION REPORT.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
52
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Our leadership
A DIVERSE, INTERNATIONAL, EXPERIENCED BOARD AND LEADERSHIP TEAM SAFEGUARD OUR MISSION
AND CULTURE AND GUIDES OUR STRATEGY AND SUCCESSFUL EXECUTION.
Board members
DOMINIQUE
LANCKSWEERT
Chair of the Board
Committees: Nomination Committee
Belgian, born in 1956
Year of appointment: 1997
End of current term:
Annual General Meeting of 2026
CHARLOTTE STRÖMBERG*
Vice-Chair of the Board
Committees: Audit Committee and ESG Committee
Swedish, born in 1959
Year of first appointment: 2017
End of current term:
Annual General Meeting of 2028
HAROLD BOËL
Chief Executive Officer
Committees : ESG Committee
Belgian, born in 1964
Year of first appointment: 2004
End of current term:
Annual General Meeting of 2028
NICOLAS BOËL
Member of the Board
Committees: ESG Committee and Nomination
Committee
Belgian, born in 1962
Year of first appointment: 2007
End of current term:
Annual General Meeting of 2027
LAURENT DE MEEÛS
D’ARGENTEUIL
Member of the Board
Committees: Remuneration Committee
Belgian, born in 1964
Year of first appointment: 2015
End of current term:
Annual General Meeting of 2027
LAURA CIOLI*
Member of the Board
Committees: ESG Committee and Remuneration
Committee
Italian, born in 1963
Year of first appointment: 2018
End of current term:
Annual General Meeting of 2028
FELIX GOBLET D’ALVIELLA
Member of the Board
Committees: Audit Committee
Belgian, born in 1978
Year of first appointment: 2023
End of current term:
Annual General Meeting of 2026
* Independent Directors
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
53
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
The detailed resumés of the members of the Board of
Directors are available on the website of the Company.
ANJA LANGENBUCHER*
Member of the Board
Committees: ESG Committee (Chair) and
Nomination Committee
German, born in 1972
Year of first appointment: 2018
End of current term:
Annual General Meeting of 2029
MICHÈLE SIOEN*
Member of the Board
Committees: AuditCommittee (Chair)
Belgian, born in 1965
Year of first appointment: 2016
End of current term:
Annual General Meeting of 2026
CATHERINE SOUBIE*
Member of the Board
Committees: Nomination Committee (Chair)
and RemunerationCommittee (Chair)
French, born in 1965
Year of first appointment: 2018
End of current term:
Annual General Meeting of 2029
LESLIE TEO*
Member of the Board
Committees: AuditCommittee
Singaporean, born in 1969
Year of first appointment: 2023
End of current term:
Annual General Meeting of 2026
* Independent Directors.
RAJEEV VASUDEVA*
Member of the Board
Committees: Nomination Committee
Indian, born in 1959
Year of first appointment: 2023
Expiry of current mandate:
Annual General Meeting of 2026
GWILL YORK*
Member of the Board
Committees: AuditCommittee and
Remuneration Committee
American, born in 1957
Year of first appointment: 2018
End of current term:
Annual General Meeting of 2027
Board members (continued)
13
DIRECTORS
8
NATIONALITIES
12
NON-EXECUTIVE DIRECTORS
62%
INDEPENDENT DIRECTORS
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
54
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
HAROLD BOËL
Chief Executive Officer
Belgian, born in 1964
Joined Sofina in 2004, CEO since 2008
XAVIER COIRBAY
Member of the Leadership Council
Belgian, born in 1965
Joined Sofina in 1992
AMÉLIE LAGACHE
Member of the Leadership Council
Belgian, born in 1976
Joined Sofina in 2014
EDWARD KOOPMAN
Member of the Leadership Council
Dutch, born in 1962
Joined Sofina in 2015
GIULIA VAN WAEYENBERGE
Member of the Leadership Council
Belgian, born in 1982
Joined Sofina in 2010
MAXENCE TOMBEUR
Member of the Leadership Council
Belgian, born in 1982
Joined Sofina in 2008
Members of the Leadership Council
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
55
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Corporate governance statement
1 Calculation using the Bloomberg methodology.
THIS CORPORATE GOVERNANCE STATEMENT
CONTAINS THE INFORMATION REQUIRED
BY THE BELGIAN COMPANIES AND
ASSOCIATIONS CODE (THE “BCAC”) AND
THE 2020 BELGIAN CODE ON CORPORATE
GOVERNANCE (THE “2020 CODE”).
SOFINA SA (THE “COMPANY” OR “SOFINA”)
HAS BEEN USING THE 2020 CODE AS
ITS BENCHMARK SINCE ITS ENTRY INTO
FORCE AND APPLIES THE 2020 CODE IN
ACCORDANCE WITH THE “COMPLY OR
EXPLAIN” PRINCIPLE. THE CORPORATE
GOVERNANCE CHARTER OF THE COMPANY,
THE INTERNAL RULES OF PROCEDURE
OF THE BOARD OF DIRECTORS, ITS
COMMITTEES AND THE LEADERSHIP
COUNCIL, AS WELL AS THE COMPANY’S
DEALING CODE AND CODE OF CONDUCT
ARE AVAILABLE FOR REFERENCE ON
ITS WEBSITE.
1. Shares
1.1 SHARE IDENTIFICATION
The shares issued by the Company are in registered or
dematerialised form. The shares are listed on Euronext
Brussels as ISIN BE0003717312 (SOF). The Company
is part of the following indices: BEL20, BEL ESG, STOXX
Europe 600 and MSCI Europe.
1.2 VOTING RIGHTS
Each share gives right to one vote, except for shares held
by Sofina, for which the voting rights are suspended.
Moreover, the articles of association of the Company
do not contain any different share classes, special
controlling rights or a shareholding system for members
of the personnel. There are no specific rules linked to the
appointment or replacement of Directors other than those
included in the Corporate Governance Charter of the
Company.
1.3 SHARE TRADING
The average daily trading volume of Sofina’s shares on
its main market (Euronext Brussels) was 26,143 shares
in 2025. The volume peaked on 30 May 2025, when
236,876 shares were traded. On 31 December 2025, the
Company had a market capitalisation of EUR 8.8 billion
and a free float market capitalisation of EUR 3.8 billion
1
.
The free float represented 42.04% of the Company’s
shares.
1.4 SHAREHOLDING AND NOTIFICATIONS
Communication by shareholders pursuant to Article
74 of the Law of 1 April 2007 on public takeover
bids
The reference shareholder of the Company is a
consortium within the meaning of Article 1:19 of the
BCAC, formed by Union Financière Boël SA, Société
de Participations Industrielles SA and Mobilière et
Immobilière du Centre SA, which together own 54.60% of
the shares of the Company (the “Reference Shareholder”).
As members of a consortium, Union Financière Boël SA,
Société de Participations Industrielles SA and Mobilière
et Immobilière du Centre SA are affiliates within the
meaning of the BCAC. Accordingly, for purposes of the
rules on public takeover bids, each consortium company
is, taking into account the shares in the Company owned
by the other two consortium companies, considered to
own 54.60% of the shares of the Company (excluding
treasury shares owned by the Company). Furthermore,
Union Financière Boël SA (acting on its own behalf and as
agent for the other two consortium companies) continues
to annually notify the Company of any changes in the
number of Company shares owned by the consortium
companies as part of the concert relationship it formed
on 31 August 2007 with Société de Participations
Industrielles SA (and which Mobilière et Immobilière du
Centre SA joined on 1 July 2013).
Based on the latest notification made by Union Financière
Boël SA on 20 August 2025 pursuant to Article 74 of the
Law of 1 April 2007 on public takeover bids, and taking
into account the 2025 Rights Issue (as defined below)
completed on 7 October 2025, the consortium companies
forming the Reference Shareholder held, as at 7 October
2025, the number of shares in the Company set out in the
table below:
SHAREHOLDER
NUMBER OF
SHARES
1
HOLDING
PERCENTAGE
2
Union Financière Boël SA 8,225,068 22.41%
Société de Participations
Industrielles SA
9,092,485 24.78%
Mobilière et Immobilière du
Centre SA
2,717,108 7.40%
Subtotal of the Reference
Shareholder
20,034,661 54.60%
Sofina SA (own shares)
3
1,149,306 3.13%
TOTAL 21,183,967 57.73%
1 As at 31 December 2025, the Company’s share capital was represented
by 36,696,428 shares. This represents an increase of 2,446,428 shares
compared to last year, resulting from the 2025 Rights Issue (as defined
below) completed on 7 October 2025 (see point 2.1 for more information).
2 Denominator excluding voting rights attached to the treasury shares
held by the Company as at 3 October 2025, as such voting rights are
suspended by law (Article 7:217 BCAC).
3 Presumption of concerted action (Article 3, §2 of the Law of 1 April 2007
on public takeover bids). Treasury shares held by the Company as at 3
October 2025.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
56
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Transparency declarations by shareholders in
accordance with the Law of 2 May 2007 on the
disclosure of major shareholdings
Pursuant to the Law of 2 May 2007 on the disclosure of
major shareholdings, all Sofina shareholders must notify
the Company and the FSMA upon the occurrence of
certain transactions or other events affecting their holding
of voting rights whenever the percentage of voting rights
attached to the securities they hold reaches, exceeds or
falls below the legal threshold set at 5% of the total voting
rights and at 10%, 15%, 20% and so on in increments of
5%, or the additional disclosure threshold of 3% provided
in the Company’s articles of association.
In 2025, no transparency notifications were made, as the
percentage of voting rights attached to the shares held
by the Company remained below 5%, and neither the
Reference Shareholder nor the companies forming the
Reference Shareholder reached a new threshold.
Aside from the Reference Shareholder and the Company,
no other shareholder, either alone or in concert, reached
the initial holding threshold of 3%, which would require a
transparency declaration in accordance with Article 42 of
the Company’s articles of association. The most recent
transparency declarations are available on the website of
the Company.
2. Capital structure
On 31 December 2025, the Company’s share capital
amounted to EUR 85,430,291.53 and was represented by
36,696,428 shares without indication of nominal value.
2.1 AUTHORISED CAPITAL
At the Extraordinary General Meeting held on 4 May
2023, the Board of Directors of the Company has been
authorised, for a period of five years, to increase the share
capital of the Company.
This authorisation has been granted for a maximum
amount (excluding any issuance premium) of:
• EUR 7,973,494 for capital increases with cancellation
or limitation of the preferential subscription right of
shareholders (including in favour of one or more specific
persons, other than members of the personnel of the
Company or its subsidiaries);
• EUR 23,920,482 for capital increases without
cancellation or limitation of the preferential subscription
right of shareholders.
At the time the authorisation was granted, the amounts
referred to above represented 10% and 30% of the
Company’s share capital, respectively.
In any event, the total amount up to which the Board
of Directors may increase the share capital pursuant to
this authorisation, through a combination of the capital
increases mentioned above, is limited to EUR 23,920,482.
Any decision to implement the authorisation granted to
the Board of Directors to increase the share capital must
obtain a 4/5 majority (rounded down to the nearest unit)
of favourable votes of directors present or represented.
On 7 October 2025, the Company completed a EURc.
545 million rights issue (the “2025 Rights Issue”).
Following this transaction, the share capital of the
Company was increased by EUR 5,695,351.53 through the
issuance of 2,446,428 new shares at an issue price of EUR
223 per share. The difference between the fractional value
and the issue price, i.e. EUR 539,858,092.47, was recorded
as share premium. The 2025 Rights Issue was made under
the authorised capital and, as a result, the total amount
up to which the Board of Directors may increase the share
capital, through a combination of the capital increases
mentioned above, has decreased from EUR 23,920,482 to
EUR 18,225,130.47.
2.2 SHARE BUYBACKS AND DISPOSALS OF
OWN SHARES
In accordance with the BCAC, the articles of association
authorise the Company to acquire its own shares, on or off
the stock market, pursuant to a resolution of the general
meeting of shareholders approved by at least 75% of the
votes validly cast, provided that at least 50% of the share
capital is present or represented. Prior approval by the
shareholders is not required if the Company purchases the
shares in order to offer them to the Company’s employees.
The Annual General Meeting held on 4 May 2023 renewed
the authorisation granted to the Board of Directors to
acquire or dispose of the Company’s own shares, up to a
maximum of 20% of the outstanding shares, for a period
of five years starting on 4 May 2023. The minimum price is
set at EUR 1 per share, and the maximum purchase price at
15% above the average price of the Company’s shares on
Euronext Brussels during the ten trading days preceding
the acquisition.
During the financial year 2025, Sofina bought back
189,068 own shares (compared to 422,655 in 2024) and
disposed of 236,640 own shares (compared to 279,410 in
2024). The own shares were acquired in the framework of
(i) a share buyback programme conducted in accordance
with the safe harbour regime provided for in the Market
Abuse Regulation and (ii) the liquidity agreement entered
into between Sofina and Kepler Cheuvreux on 11 April
2024 (the “Liquidity Agreement”). The share buybacks are
carried out to cover the stock option plans issued for the
benefit of members of the personnel of the Sofina group,
as well as in accordance with the Liquidity Agreement. The
disposals of own shares relate to (i) the exercise of stock
options, as further described in the Remuneration report
and (ii) the execution of the Liquidity Agreement. Further
information relating to the transactions on own shares is
available on the website of the Company.
As at 31 December 2025, Sofina held 1,235,303 own
shares representing 3.37% of its share capital.
3. General meeting of
shareholders in 2025
The Annual General Meeting was held on 8 May 2025 and
decided to renew the following mandates:
• the mandate of Harold Boël as executive Director, for
a term of three years up to and including the Annual
General Meeting to be held in 2028;
• the mandate of Anja Langenbucher as independent
Director, for a term of four years up to and including the
Annual General Meeting to be held in 2029; and
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
57
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
• the mandate of Catherine Soubie as
independent Director, for a term of four
years up to and including the Annual General
Meeting to be held in 2029.
4. Stakeholder
engagement
In line with Principle 8.7 of the 2020 Code, the
Board of Directors discussed whether it would
be appropriate for the Company to enter into
a relationship agreement with the Reference
Shareholder. Following this discussion and after
consultation with the Reference Shareholder,
the Board of Directors concluded that such an
agreement was not necessary.
Beyond its governance framework, the
Company maintains an ongoing dialogue with
its shareholders and the broader investment
community. To this end, Sofina organises analyst
meetings following the publication of its annual
and half-year results and responds to questions
raised by shareholders. The Company also
follows up on specific concerns expressed
through questions submitted to, or votes cast at,
general meetings of shareholders.
In addition, as part of its continuous efforts to
enhance transparency, external reporting and
communication, Sofina participated in several
events and delivered corporate presentations
during the past year. In particular, in connection
with the 2025 Rights Issue and the EUR
600 million bond issuance (the “2025 Bond
Issuance”), Sofina conducted institutional
investor roadshows and engaged actively with
its retail shareholders.
Further information about Sofina’s stakeholders
is available in the section “Stakeholders
overview”.
5. Elements pertinent
to a take-over bid
5.1 RESTRICTION ON THE TRANSFER
OF SHARES OR THE EXERCISE OF
VOTING RIGHTS
Sofina has no knowledge of any agreement
between the companies forming the Reference
Shareholder or any other shareholders which
could lead to restrictions on the transfer
of shares or the exercise of voting rights.
Furthermore, neither the law nor the articles
of association provide for any more general
restrictions on the exercise of voting rights.
5.2 CHANGE OF CONTROL CLAUSES
Sofina did not enter into any major commitment
that may contain clauses linked to its own
change of control, with the exception of:
• a provision of the terms and conditions
included in the information memorandum
of 21 September 2021 relating to the
issuance on 23 September 2021 of EUR
700,000,000 senior unsecured bonds with a
7-year maturity and 1.000% coupon; and
• a provision of the terms and conditions
included in the information memorandum
of 7 November 2025 relating to the
issuance on 13 November 2025 of EUR
600,000,000 senior unsecured bonds with an
8-year maturity and 3.707% coupon.
Moreover, there are also clauses linked to
Sofina’s change of control in the terms and
conditions of the performance share units
(“PSUs”) in force since 1 January 2017 and in its
credit agreements.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
58
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
13
DIRECTORS
46%
WOMEN
7
MEETINGS
62%
INDEPENDENT DIRECTORS
12
NON-EXECUTIVE
DIRECTORS
3
NEW DIRECTORS
APPOINTED OVER
THE PAST 3 YEARS
93%
ATTENDANCE RATE
60 years
AGE AVERAGE
VARIED AND COMPLEMENTARY
PROFESSIONAL AND SECTORAL
EXPERIENCE IN LINE WITH
SOFINA’S DIVERSE PORTFOLIO
AGE DIVERSITY
92% BETWEEN
51 AND 70 YEARS OLD
8% BETWEEN
30 AND 50 YEARS OLD
6. Board of Directors and its committees
6.1 BOARD OF DIRECTORS
The Company has opted for a one-tier governance structure consisting of a
Board of Directors, which is assisted by a number of specialised committees in
relation to specific matters. The Board of Directors last reviewed the Company’s
governance structure in 2024 and concluded that this structure remains
appropriate for the Company.
The Board of Directors is vested with the power to perform all acts that are
necessary or useful for the realisation of the Company’s corporate purpose,
except for those actions that are specifically reserved by law or the articles of
association to the general meeting of shareholders.
6.2 COMPOSITION OF THE BOARD OF DIRECTORS
The articles of association of the Company require that the Board of Directors
comprises at least six directors. As at 31 December 2025, the Board of Directors
comprises 13 members and is composed as follows:
NAME
1
POSITION
YEAR OF FIRST
APPOINTMENT
END OF
CURRENT
TERM
2
Harold Boël Chief Executive Officer (CEO) 2004 AGM 2028
Nicolas Boël Non-executive Director 2007 AGM 2027
Laura Cioli Independent Director 2018 AGM 2028
Laurent de Meeûs
d’Argenteuil
Non-executive Director 2015 AGM 2027
Felix Goblet
d’Alviella
Non-executive Director 2023 AGM 2026
Dominique
Lancksweert
Chair and non-executive
Director
1997 AGM 2026
Anja Langenbucher Independent Director 2018 AGM 2029
Michèle Sioen Independent Director 2016 AGM 2026
Catherine Soubie Independent Director 2018 AGM 2029
Charlotte
Strömberg
Vice-Chair and independent
Director
2017 AGM 2028
Leslie Teo Independent Director 2023 AGM 2026
Rajeev Vasudeva Independent Director 2023 AGM 2026
Gwill York Independent Director 2018 AGM 2027
1 The detailed resumés of the members of the Board of Directors are available on the website of the
Company.
2 Mandates expire after the relevant Annual General Meeting.
INDEPENDENTS ACROSS THE BOARD AND ITS COMMITTEES
80%
AUDIT COMMITTEE
75%
REMUNERATION
COMMITTEE
60%
ESG COMMITTEE
60%
NOMINATION
COMMITTEE
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
59
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
All members of the Board of Directors are non-executive,
with the exception of the Chief Executive Officer (the
“CEO”). The members of the Board of Directors are
appointed by the Annual General Meeting upon proposal
by the Board of Directors and recommendation of the
Nomination Committee.
Eight members of the Board of Directors qualify as
independent directors within the meaning of Article 7:87,
§1 of the BCAC and Principle 3.5 of the 2020 Code. The
non-independent Directors are either executives, linked
to the Reference Shareholder or have been directors for
more than twelve years. The Chair and the CEO are two
separate individuals.
The Corporate Governance Charter sets, as a general rule,
an age limit of 70 years, which may be waived on a case-
by-case basis.
The mandates of the independent Directors Michèle
Sioen, Leslie Teo and Rajeev Vasudeva, as well as that
of the non-executive Director Felix Goblet d’Alviella, will
expire at the Annual General Meeting to be held on 13 May
2026.
In addition, after 29 years of service on the Board
of Directors, including six years as chair, Dominique
Lancksweert’s mandate will also expire at the forthcoming
Annual General Meeting. In accordance with the age
limits set out in the Board of Directors’ Internal Rules of
Procedure, he did not seek reappointment.
After almost 20 years of service, Nicolas Boël has
informed the Board of Directors of his intention to resign
from his directorship with effect from the close of the
Annual General Meeting to be held on 13 May 2026.
The Board of Directors expresses its sincere gratitude
to Dominique Lancksweert and Nicolas Boël for their
significant contributions over many years, and in particular
to Dominique Lancksweert for his dedicated leadership
and guidance as Chair.
Upon the recommendation of the Nomination Committee,
the Board of Directors will propose to the Annual General
Meeting the renewal of the following mandates :
• Rajeev Vasudeva as independent Director for a period
of three years up to and including the Annual General
Meeting to be held in 2029;
• Leslie Teo as independent Director for a period of four
years up to and including the Annual General Meeting to
be held in 2030;
• Michèle Sioen as independent Director for a period
of two years up to and including the Annual General
Meeting to be held in 2028; and
• Felix Goblet d’Alviella as non-executive Director for a
period of three years up to and including the Annual
General Meeting to be held in 2029.
Upon the recommendation of the Nomination Committee,
the Board of Directors will further propose to the Annual
General Meeting :
• the appointment of Union Financière Boël SA,
represented by Pascal Hubinont, as non-executive
Director for a period of three years up to and including
the Annual General Meeting to be held in 2029.
• the appointment of Charles Peugeot as independent
Director for a period of three years up to and including
the Annual General Meeting to be held in 2029.
Upon recommendation of the Nomination Committee,
the Board of Directors has further resolved to appoint
Charlotte Strömberg, currently Vice-Chair of the Board,
as Chair of the Board and to appoint Catherine Soubie as
Vice-Chair of the Board, both effective as from the close
of the Annual General Meeting to be held on 13 May
2026,
6.3 HONORARY DIRECTORS
The Board of Directors may grant to a former Director
the title of honorary Director, honorary Chair or honorary
Vice-Chair. This title is restricted to Directors who have
provided the Company with important services. Their
mandate is not remunerated. The honorary Directors do
not have any term of mandate. Comte Goblet d’Alviella is
the honorary Chair and Vicomte Etienne Davignon is an
honorary Director.
6.4 DIVERSITY AT BOARD LEVEL
In line with its ESG commitments, Sofina ensures
diversity at the level of its Board of Directors. The Board
of Directors includes representatives of many different
nationalities and is composed of six women and seven
men. This composition complies with the provisions of
Article 7:86 of the BCAC. The Company also strives to
ensure that the profiles of its Directors are varied and
complementary in terms of professional and sectoral
experience in line with its diversified portfolio.
Further details about Sofina’s diversity policy are available
in the section “Sustainability statements”.
6.5 ROLE OF THE CHAIR OF THE BOARD OF
DIRECTORS
The tasks of the Chair of the Board of Directors are
laid down in the Corporate Governance Charter of the
Company.
The Chair chairs the meetings of the Board of Directors
and is responsible for the proper and efficient functioning
of the Board of Directors and the general meetings of
shareholders. The Chair provides leadership to the Board
of Directors in discharging its duties. Among others,
the Chair establishes close relations with the CEO by
providing him support and advice while respecting
the latter’s executive responsibilities, ensures effective
interaction between the Board of Directors and the
executive management of the Company and ensures
effective communication with the Company’s shareholders.
There is in-depth and constant dialogue between the
Chair and the CEO on all subject matters. This same
dialogue between the CEO and the Chair will prevail
for decisions to be proposed to the Board of Directors
or which concern important matters, such as capital
allocation, decisions on investments or divestments,
modifications to the portfolio, the main relations between
the Company and its investment partners, designation of
its representatives or matters affecting the Leadership
Council and the Managing Directors (nomination,
remuneration and activities).
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
60
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
6.6 ROLE AND COMPETENCIES OF THE
BOARD OF DIRECTORS
The Board of Directors pursues sustainable value creation
by the Company, by developing an inclusive approach
that balances the legitimate interests and expectations of
shareholders and other stakeholders. Further information
about the role and functioning of the Board of Directors
is available in the Corporate Governance Charter of the
Company and in the Internal rules of procedure of the
Board of Directors.
The Board of Directors acts within a long-term strategy
and is organised in such a way that it is able to effectively
support the running of the Company and supervise its
management, more particularly by involving specialised
committees.
In addition to its competencies relating to the supervision
of the tasks performed by the Committees, the Board of
Directors approves the annual and half-year accounts and
the Management report, decides on the proposal for the
appropriation of the result, the publication of financial and
non-financial information, the strategy (including the ESG
strategy), the investment policy and monitors the capital
allocation framework and the investments and divestments
made by the Sofina group. It monitors the holdings of the
Sofina group to assess the extent to which they are in line
with the strategy it has adopted.
The items discussed and the decisions taken by the
Board of Directors in 2025 primarily concerned the tasks
listed above. In 2025, the Board of Directors also more
specifically:
• reviewed the flow of investment and divestment
opportunities;
• approved a two-step strategic scale-up, consisting of (i)
the 2025 Rights Issue and (ii) the 2025 Bond Issuance
and oversaw the credit rating process;
• discussed the liquidity, capital allocation and cash
planning;
• discussed and tracked the adoption of artificial
intelligence (“AI”) within the Company and its portfolio
companies;
• reviewed the Company’s regional growth strategy for
Asia for the 2025-2030 period;
• discussed the HR strategy;
• tracked the opening of the London office;
• reviewed the Sofina Private Funds strategy; and
• reviewed the integration of the sustainability strategy
into the investment and monitoring, progress on SBTi
commitment, initiation of the portfolio climate risk
assessment and monitored the regulatory developments
on sustainability reporting.
6.7 FUNCTIONING OF THE BOARD OF
DIRECTORS AND ATTENDANCE
In accordance with the articles of association, the Board
of Directors meets as often as required by the Company’s
interests and at least four times per year. Meetings are
normally convened by the Chair who sets the agenda
together with the CEO. The agenda of the meetings of
the Board of Directors indicates whether matters are
presented for information purposes, for deliberation or for
decision. The Board may validly deliberate if a majority of
its members is present or represented.
The Board of Directors met seven times in 2025. Four of
the meetings were held physically (these are so-called
statutory meetings of the Board of Directors) and three
other meetings were held by videocall. The average
attendance rate of the seven meetings of the Board of
Directors held in 2025 was 93% (compared to 99% in
2024).
6.8 COMMITTEES OF THE BOARD OF
DIRECTORS
The Board of Directors has set up four specialised
committees which consist of members selected from
its ranks: an Audit Committee, an ESG Committee, a
Nomination Committee and a Remuneration Committee.
Each of these four committees fulfilled its tasks
in accordance with its Internal rules of procedure,
which govern its missions and mode of operation.
The committees reported systematically to the
Board of Directors on their meetings and submitted
recommendations for approval. They can be assisted by
external consultants to fulfil certain of their tasks.
Independency rate at the level of the committees of
the Board of Directors
Audit Committee 80%
ESG Committee 60%
Nomination Committee 60%
Remuneration Committee 75%
Number of meetings and attendance rates in 2025
# OF
MEETINGS
ATTENDANCE
RATE
Audit Committee 4 90%
1
ESG Committee 6 90%
Nomination Committee 3 100%
Remuneration Committee 6 100%
1 The Statutory Auditor attended all meetings.
Audit Committee
In accordance with Article 7:99 of the BCAC, all the
members of the Audit Committee are non-executive
Directors. Moreover, 80% of them are independent
Directors. The Audit Committee collectively possesses
the necessary expertise in accounting, auditing, IFRS,
and investment, thanks to the extensive experience of its
members in financial and industrial sectors.
The CEO is not a member of the Audit Committee but
is invited to attend its meetings. This allows essential
interaction between the Board of Directors and the
Leadership Council.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
61
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Composition of the Audit Committee
1
NAME POSITION
END OF
CURRENT
TERM
Michèle
Sioen
Chair and independent Director 2026
Charlotte
Strömberg
Independent Director 2028
Leslie Teo Independent Director 2026
Gwill York Independent Director 2027
Felix Goblet
d’Alviella
Non-executive Director 2026
1 At 31 December 2025.
The Audit Committee discussed and/or reviewed the
following main topics in 2025:
• the preparation of the annual and half-year accounts,
the drafting of the financial information, the management
reports and the external financial communication;
• the valuation of the unlisted portfolio carried out for the
Annual and Half-year reports by management, based
on Kroll’s review, under the supervision of the Statutory
Auditor;
• the reports of the Statutory Auditor and the approval of
its non-audit missions;
• evaluation of the outcome of the 2025 internal audit
(review of the investment processes and of the fraud risk
management ), the follow-up of previous years audits
(including security audits and the status of the ongoing
cyber security projects); and
• evaluation of the cash management framework.
ESG Committee
The ESG Committee is made up of five Directors. With the
exception of the CEO, all members of the ESG Committee
are non-executive directors and three of them are
independent directors. The ESG Committee collectively
possesses the necessary knowledge, skills, experience,
diversity, and independence to effectively fulfil its roles
and responsibilities.
Composition of the ESG Committee
1
NAME POSITION
END OF
CURRENT TERM
Anja
Langenbucher
Chair and independent
Director
2029
Harold Boël CEO 2028
Nicolas Boël Non-executive Director 2027
Laura Cioli Independent Director 2028
Charlotte
Strömberg
Independent Director 2028
1 As at 31 December 2025.
The ESG Committee discussed and/or reviewed the
following main topics in 2025:
• sustainability as a value creation driver at Sofina
and integration of the sustainability strategy into the
investment and monitoring process;
• 2024 Carbon audit, scope 1 and 2 SBT progress, and
next steps on the operational carbon strategy:
• 2025 direction of travel of Sofina’s Portfolio SBTs;
• changes in sustainability regulations and implications for
Sofina;
• ESG backlash in the United States and implications for
Sofina Private Funds;
• evolution of the structure of the ESG core team
• climate risk assessment results on select portfolio
companies and next steps;
• internal governance and updates on the key workstreams.
Nomination Committee
The Nomination Committee is made up of five non-
executive Directors, a majority of whom are independent in
accordance with the 2020 Code.
The CEO is not a member of the Nomination Committee
but has a standing invitation to attend its meetings and
participates in the meetings where the nomination of the
other members of the Leadership Council is discussed.
Composition of the Nomination Committee
1
NAME POSITION
EXPIRY OF
CURRENT BOARD
MANDATE
Catherine
Soubie
Chair and independent
Director
2029
Nicolas Boël Non-executive Director 2027
Dominique
Lancksweert
Chair of the Board and
non-executive Director
2026
Anja
Langenbucher
Independent Director 2029
Rajeev
Vasudeva
Independent Director 2026
1 As at 31 December 2025.
The Nomination Committee discussed and/or reviewed
the following main topics in 2025:
• the composition of the Board of Directors and its
Committees;
• the renewal of the mandate of the Directors whose
mandate was coming to an end and assessment of the
contribution of such Directors;
• the succession of the current Chair; and
• the guidelines for the criteria for the appointment
of Managing Directors and the appointment of one
Managing Director.
Remuneration Committee
In accordance with the requirements of Article 7:100 of
the BCAC, all members of the Remuneration Committee
are non-executive Directors and three members are
independent Directors.
The CEO is not a member of the Remuneration Committee
but has a standing invitation to attend its meetings and
participates in the meetings where the remuneration of the
other members of the Leadership Council is discussed.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
62
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Composition of the Remuneration Committee
1
NAME POSITION
EXPIRY OF
CURRENT BOARD
MANDATE
Catherine Soubie
Chair and
independent
Director
2029
Laura Cioli
Independent
Director
2028
Laurent de Meeûs
d’Argenteuil
Non-executive
Director
2027
Gwill York
Independent
Director
2027
1 As at 31 December 2025.
The Remuneration Committee discussed or reviewed the
following main items in 2025:
• the Remuneration report 2024;
• the revised Remuneration policy submitted for approval
at the Annual General Meeting of 8 May 2025;
• the attendance fees of Board committees;
• the implementation of a short-term incentive for the CEO
and Managing Directors;
• the impact of the 2025 rights Issue on the long-term
incentive plan and the Sofina stock option plans;
• the remuneration framework applying to the Managing
Directors and the upcoming benchmarking exercise; and
• the recommendation on the allocation of the PSUs for
the 2025-2028 cohort and the number of options to
be granted under the Sofina stock options plans for the
2025 financial year.
6.9 DEROGATIONS FROM THE 2020 CODE
CONCERNING THE BOARD OF DIRECTORS
AND THE NON-EXECUTIVE DIRECTORS
The Company complied with the Principles of the
2020 Code, except for those referred to below and in
point 7.3.
Sofina has chosen to provide an average attendance
rate for the meetings of the Board of Directors and
the committees, rather than an individual attendance
rate per Director as prescribed by Principle 3.9 of the
2020 Code. Sofina believes that a board of directors and
its committees should operate collegially, so attendance
rates should not be individualised. Furthermore, the
contribution of Directors is assessed on the basis of the
quality of their contributions and their added value cannot
solely be reflected by their attendance rate. Equally
important are the directors’ availability for meetings with
the Chair, the CEO or the management, and the proposals
they regularly put forward. In the event of repeated
absences, the Chair will take the necessary measures, but
this has never been the case.
Contrary to the recommendation of Principle 7.6 of the
2020 Code, the Board of Directors has elected not to
pay all or part of the remuneration of the non-executive
Directors in the form of shares in the Company. However,
upon recommendation of the Remuneration Committee,
the Board of Directors invited the non-executive Directors
to acquire, as of 2021, a number of Sofina shares
representing the gross equivalent of one year’s worth of
directors’ fees. These shares must be held for the shorter
of (i) one year after the relevant non-executive Director
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
63
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
has left the Board of Directors or (ii) three years after their
acquisition. The Company believes that this voluntary
mechanism complies with the spirit of Principle 7.6 of the
2020 Code. Since the Board’s invitation, seven of the
twelve non-executive Directors have bought Sofina shares.
The Directors who did not acquire shares indicated that
this was due to (i) their relationship with the Reference
Shareholder, (ii) their recent appointment, or (iii) their
obligations to comply with professional guidelines.
6.10 BOARD ASSESSMENT
The Board of Directors, under the guidance of the
Chair, routinely conducts informal evaluations of its
size, composition, overall performance, and that of its
Committees, as well as its interactions with members of
the Leadership Council. Additionally, the Board formally
reviews these areas at least once every three years. When
required, the Board takes appropriate action based on the
evaluation outcomes. The most recent formal assessment
occurred in February 2023.
When a mandate is renewed, the contribution of the
relevant director is assessed with a view to adapting the
composition of the Board of Directors if necessary, taking
into account changes in circumstances. This assessment is
undertaken based on the following criteria, which are also
used when appointing new directors:
• professional skills in relation to the current and future
needs of Sofina;
• knowledge and experience;
• willingness and ability to be highly engaged, proactive
and supportive;
• integrity, probity and good overall reputation;
• independence of judgement, particularly for directors
with independent status;
• collegial spirit; and
• interest in the Company and its development.
Moreover, the Board of Directors monitors the
performance of the CEO and the Leadership Council
at regular intervals, as well as the implementation of the
strategy in line with its risk appetite.
7. Executive management
The Board of Directors has delegated the daily
management of the Company to the CEO. The CEO
delegated some executive powers to the Investment Table,
the Portfolio Table and the Operations Table. In addition,
the Leadership Council, a consultative committee with no
decision-making power, supports the CEO in the fulfilment
of his tasks.
7.1 LEADERSHIP COUNCIL
Composition and members of the Leadership
Council
The Leadership Council includes the CEO, the chairs
of the Investment, Portfolio and Operations Tables and
certain other Sofina’s employees holding the position
of Managing Director. The members of the Leadership
Council are appointed and dismissed by the Board of
Directors upon recommendation of the Nomination
Committee and proposal by the CEO.
The term of the mandate of the members of the
Leadership Council is decided by the Board of Directors
and can be for a fixed or indefinite duration.
At 31 December 2025 the Leadership Council was
composed of the following six members:
NAME FIRST APPOINTMENT
Harold Boël (CEO)
Since creation Leadership
Council in 2024
Xavier Coirbay
Since creation Leadership
Council in 2024
Edward Koopman
Since creation Leadership
Council in 2024
Amélie Lagache
Since creation Leadership
Council in 2024
Maxence Tombeur
Since creation Leadership
Council in 2024
Giulia Van Waeyenberge
Since creation Leadership
Council in 2024
Powers and responsibilities of the CEO and of the
Leadership Council
The Leadership Council is a consultative committee
meeting on a monthly basis that supports the CEO in
the fulfilment of his tasks. No decision-making power is
conferred to the Leadership Council. Decision-making
power remains the exclusive prerogative of the CEO. As a
result, the members of the Leadership Council (other than
the CEO) bear no legal or regulatory responsibility. For
the avoidance of doubt, the Leadership Council is not a
management board (“conseil de direction”/“directieraad”)
within the meaning of Article 7:104 of the BCAC but its
members do qualify as “autres dirigeants” / “andere
personen belast met de leiding” within the meaning of
Article 3:6, §3 of the BCAC.
The Board of Directors has delegated key responsibilities
to the CEO, supported by the Leadership Council.
These include developing and implementing the
Company's overall strategy in consultation with the
Chair, and overseeing the day-to-day operations, which
encompass areas such as talent management, external
communications, sustainability, and innovation. The CEO
also determines which powers are delegated to the
Investment, Portfolio and Operations Tables, supervises
their activities, and retains the authority to veto any of
their decisions. The CEO is furthermore responsible for
determining the capital allocation framework, ensuring
the implementation of robust internal controls and risk
management systems and providing the Board of Directors
with complete and timely financial and non-financial
information.
For all matters requiring approval from the Board of
Directors, the CEO prepares, with the assistance of
management, the proposal as well as all supporting
documents. All proposals are discussed between the
CEO and the Chair before being put on the agenda of the
Board of Directors. The Board of Directors is informed at
each meeting of progress made in terms of the execution
of its decisions and is provided with detailed reporting.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
64
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
7.2 INVESTMENT, PORTFOLIO AND
OPERATIONS TABLES
The CEO subdelegated part of the powers assigned to
him by the Board of Directors to the Investment Table,
Portfolio Table and Operations Table (the “Tables”), and
is a member of the Investment Table and the Portfolio
Table. The chairs of the Tables are appointed by the Board
of Directors upon recommendation of the Nomination
Committee and proposal by the CEO. The other members
of the Tables are appointed by the CEO.
The main responsibilities of the Tables can be summarised
as follows:
• the Investment Table decides on new investments and
follow-on investments, up to an amount per transaction
of EUR 250 million;
• the Portfolio Table decides and provides
recommendations on exits up to an amount per
transaction of EUR 250 million, and is responsible for
monitoring of the portfolio; and
• the Operations Table assists the CEO with the day-
to-day operations of the Company, decides and gives
direction on corporate, administrative and operational
matters.
The Tables operate within the remit of the powers granted
to them by the CEO and under the supervision of the
Leadership Council. The CEO, assisted by the other
members of the Leadership Council, has a veto right
on all decisions and recommendations of the Tables.
Additionally, all strategic matters, matters of significant
interest to the Company, with a structural impact or
involving a reputational risk (such as proposal of the
strategy to the Board of Directors and its implementation,
defining the capital allocation framework and funds
commitment program, talent management, external
communication, ESG and innovation) fall within the
competence of the CEO assisted by the other members of
the Leadership Council.
7.3 DEROGATIONS FROM THE
2020 CODE CONCERNING THE EXECUTIVE
MANAGEMENT
Following the approval by the Annual General Meeting
held on 8 May 2025 of amendments to the Company’s
Remuneration policy, the CEO and the other members of
the Leadership Council are now required to maintain an
economic exposure to the Company equivalent to 100%
of their one-year annual fixed gross remuneration. This
exposure can result from holding shares and/or take into
account the amount of taxes borne in Belgium at the time
of grant of stock options attributed to them. The Company
considers that this exposure requirement is aligned with
the spirit of Principle 7.9, given the materiality of the
upfront tax paid at the time of stock option grants and that
holders will only derive a benefit from their stock options
if the exercise price is lower than the prevailing market
price of the shares on the date of exercise. The number of
stock options held by the CEO and the other members of
the Leadership Council at the beginning and at the end of
the financial year 2025 are set out in the "Remuneration
report" section below.
The Company does not have the right to recover variable
remuneration paid to the CEO and the other members of
the Leadership Council (Principle 7.12 of the 2020 Code).
However, as indicated in the Remuneration policy, both
the terms and conditions governing the PSUs and the
regulation relating to the stock options provide for the loss
of future economic benefits in certain circumstances such
as serious negligence or wilful or serious misconduct.
8. Statutory conflicts of
interest at the level of
the Board of Directors
In accordance with Articles 7:96 and 7:97 of the BCAC,
directors have a duty to avoid any act which may conflict
with the interests of the Company and its shareholders.
They are required to inform the Chair of the Board of
Directors immediately of any possible occurrence of such
a conflict of interest. The rules on preventing conflicts of
interest are described in more detail in the Internal rules of
procedure of the Board of Directors.
The Directors did not have to deal with any conflicts of
interest during the past financial year. Consequently,
Articles 7:96 and 7:97 of the BCAC have not been applied
in 2025.
9. Conduct policies
Sofina conducts its activities in accordance with ethical
rules and applicable laws and regulations. To this end, the
Company has adopted several instruments setting out its
governance and the rules of conduct such as:
• the Corporate Governance Charter, which defines the
governance structure of the Company and the role of its
governance bodies;
• the Code of Conduct, which sets out the standards of
conduct for all employees and Directors of Sofina;
• the Dealing Code, which aims at preventing insider
dealing, unlawful disclosure of inside information and
market manipulation at Sofina level and the level of its
portfolio companies.
Sofina’s conduct policies as well as their implementation
are further set out in the section “Sustainability
statements”.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
65
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Remuneration report
1 Following the dissolution of the Executive Committee, a Leadership Council was established in January 2024.
THIS REMUNERATION REPORT IS PREPARED
IN ACCORDANCE WITH THE PROVISIONS OF
THE 2020 BELGIAN CODE ON CORPORATE
GOVERNANCE (THE “2020 CODE”)
AND ARTICLE 3:6, §3 OF THE BELGIAN
COMPANIES AND ASSOCIATIONS CODE (THE
“BCAC”). IT FORMS AN INTEGRAL PART OF
THE CORPORATE GOVERNANCE STATEMENT
CONTAINED IN THIS ANNUAL REPORT.
The report provides an overview of the remuneration
and benefits, in whatever form, granted during the
2025 financial year to each of the non-executive
Directors, the Chief Executive Officer (“CEO”), and the
other members of the Leadership Council
1
. It also sets
out the main principles of the Remuneration policy and
explains how that policy was applied throughout the year.
No deviations from the Remuneration policy approved
by the Annual General Meeting on 8 May 2025 occurred
during the financial year.
All monetary amounts disclosed in this Remuneration
report are gross amounts, meaning that they include
any taxes or social security contributions borne by the
beneficiaries, but exclude any taxes or social security
contributions borne by Sofina.
1. Year in overview
Sofina’s executive remuneration framework is designed
to align the interests of the CEO and the other members
of the Leadership Council with those of shareholders, by
linking a significant portion of variable remuneration to
the Company’s long-term performance. In this context,
Sofina’s Net Asset Value (“NAV”) and Net Asset Value per
share (“NAVPS”) constitute key performance indicators, as
they reflect the underlying value created for shareholders
over time and form the basis of the long-term incentive
arrangements.
As at 31 December 2025, Sofina’s Net Asset Value
amounted to EUR 10.8 billion, representing an increase of
5.2% compared to 31 December 2024. Over the past four
years, Sofina’s Average annual return amounted to -1.4%,
which underperformed the MSCI All Country World Index
(the “MSCI ACWI”) in euros over the same period by 9.9%.
These indicators are directly relevant to the assessment
of long-term performance under the long-term incentive
plan applicable to the CEO and the other members of
the Leadership Council. During the financial year 2025,
Sofina’s share price increased by 13.1%, while its NAV
increased by 5.2% in a volatile economic and financial
environment. This increase in NAV is notably driven by the
capital increase carried out during the year, which had a
mechanical impact on the absolute level of NAV, partially
offset by foreign exchange effects on the valuation of the
portfolio. In order to assess the underlying performance
on a comparable basis, the effect of the capital increase
should therefore be isolated, both in absolute terms and
on a per-share basis (see further in this Remuneration
report).
For detailed information on Sofina’s overall performance
and activities during 2025, please refer to the “Year
in review” section of this Annual report. Comparative
information on the evolution of remuneration and Sofina’s
performance is set out in the concluding section of this
Remuneration report.
2. Remuneration of Directors
The statutory remuneration of the non-executive Directors
consists of attendance fees and directors’ fees, the
aggregate amount of which is determined as a lump-sum
fee calculated by reference to a percentage of the total
annual net dividends. In accordance with the articles of
association, this percentage has been set at 3% since
2011. The remuneration of the non-executive Directors
is therefore not directly linked to Sofina’s performance.
As this remuneration is calculated by reference to the
total net dividends distributed, it generally evolves in line
with the level of dividends and has historically remained
relatively stable from year to year, reflecting the steady
progression of the dividend.
The lump-sum is allocated as follows: a first portion is
used to cover the attendance fees payable to the chairs
and other members of the Board committees, while the
remaining portion, constituting the directors’ fees, is
distributed among the Directors. Each Director is entitled
to an equal share of the directors’ fees, except for the
Chair and the Vice-Chair, who receive respectively
a double fee and one-and-a-half-times the fee. The
CEO is not entitled to any share in the directors’ fees.
Honorary Directors are not remunerated unless the Board
of Directors decides otherwise on the recommendation
of the Remuneration Committee. To date, no honorary
Director has received any remuneration.
Members of the Board committees (other than the
CEO) are entitled to attendance fees in addition to
their director’s fee. The chair of a committee receives
EUR3,500 per meeting, while other committee members
receive EUR 2,500 per meeting. Until the end of the
2024 financial year, attendance at ad hoc committee
meetings did not give rise to any attendance fees. As
from the 2025 financial year, attendance fees are also
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
66
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
payable for ad hoc committee meetings. This change
does not affect the overall remuneration of the non-
executive Directors, as the aggregate amount of directors’
fees and attendance fees continues to be determined as
a fixed percentage of the total annual net dividends, in
accordance with the articles of association.
The non-executive Directors receive no remuneration
other than the directors’ fees and committee attendance
fees. The Chair of the Board of Directors, however,
receives an additional fixed annual remuneration of
EUR 150,000, which has remained unchanged since
its introduction in 2014. Non-executive Directors may
also be reimbursed for reasonable expenses incurred in
connection with meetings of the Board of Directors and its
committees. They are not entitled to, and do not receive,
any Sofina stock options.
As disclosed in the Corporate governance statement, the
Board of Directors has decided not to remunerate non-
executive Directors, in whole or in part, in Sofina shares
(Principle 7.6 of the 2020 Code). Nevertheless, on the
recommendation of the Remuneration Committee, the
Board has, since 2021, invited non-executive Directors
to acquire Sofina shares corresponding to the gross
equivalent of one year of director’s fees. These shares
are subject to a holding period of at least one year
following departure from the Board and/or at least three
years following acquisition. The Company considers
that this voluntary mechanism achieves the objective of
the 2020 Code to align the financial interests of non-
executive Directors with those of shareholders, while
avoiding compulsory participation and potential tax
disparities based on residence. Since the introduction
of this invitation, seven of the twelve non-executive
Directors have acquired Sofina shares. Directors who
did not acquire shares indicated that this was due to
their relationship with the Reference Shareholder or
compliance with applicable professional guidelines.
1 Further details about Sofina’s governance structure are available in the Corporate governance statement
2 Managing Directors who are not part of the Leadership Council do not qualify as other managers within the meaning of the BCAC. The title of managing director may be granted to senior executives who provide valuable contributions to the Company as
further described in the Company’s revised Corporate Governance Charter.
3 The short-term incentive does not, however, apply to Managing directors who previously served as members of the Executive Committee but are not members of the Leadership Council.
Directors’ fees and fees for attending meetings of
the committees
IN EUR 2025 2024
Harold Boël (CEO) - -
Nicolas Boël 186,262 171,893
Laura Cioli 191,262 171,893
Laurent de Meeûs d’Argenteuil 183,762 161,894
Felix Goblet d’Alviella 188,762 166,894
Dominique Lancksweert (Chair)
1
362,523 318,786
Anja Langenbucher 194,262 183,394
Michèle Sioen 192,762 170,894
Catherine Soubie 192,762 170,894
Charlotte Strömberg (Vice-Chair) 285,642 255,340
Leslie Teo 186,262 159,394
Rajeev Vasudeva 183,762 159,394
Gwill York 191,262 171,893
TOTAL 2,539,281 2,262,563
1 This remuneration does not include the Chair’s fixed annual remuneration of
EUR 150,000.
In 2025, the increase in the aggregate amount of
Directors’ fees is more pronounced due to the capital
increase completed during the year, which resulted in a
higher number of shares outstanding and, consequently,
a mechanically higher total dividend amount, thereby
increasing the overall envelope available for Directors’
remuneration.
These gross amounts are subject to social security
charges and income tax. Since this remuneration is
calculated by reference to a percentage of the net
dividends distributed for the relevant financial year,
the final amount will only be determined on 26 May
2026 (trading day before the ex-date). Accordingly, the
amounts disclosed above for the 2025 financial year
remain subject to change, expected to be immaterial.
3. Remuneration of the CEO
and the other members of
the Leadership Council
PRINCIPLES
The remuneration of the Chief Executive Officer and the
other members of the Leadership Council is designed to
support Sofina’s long-term strategy, promote sustainable
value creation and align the interests of management
with those of shareholders. In line with the Remuneration
Policy, remuneration arrangements aim to attract, motivate
experienced professionals and retain the best talented
ones, while ensuring an appropriate balance between fixed
and performance-based remuneration.
A significant portion of variable remuneration is
linked to the Company’s financial performance over
the short and long term and to the achievement of
defined sustainability-related objectives. This structure
reflects Sofina’s long-term investment approach and
the integration of sustainability considerations into its
investment and operational activities.
The Leadership Council was introduced in January 2024
1
.
The members of the Leadership Council qualify as “other
managers” within the meaning of the BCAC and therefore
fall within the scope of this Remuneration report
2
.
The remuneration of the CEO and the other members of
the Leadership Council comprises (i) fixed remuneration,
(ii) variable remuneration and (iii) pension commitments,
as described below. The remuneration components
outlined in this section are also available to Managing
Directors who are not members of the Leadership
Council
3
, as well as to employees within the Investment,
Tax & Legal, Human Resources and Corporate Services
teams.
An amended version of the Remuneration policy reflecting
adjustments to the fixed and variable remuneration of the
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
67
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
CEO and the other members of the Leadership Council
was approved by the Annual General Meeting held on
8 May 2025, in accordance with Principle 7.3 of the
2020 Code and article 7:89/1, §3 of the BCAC. As from
1 January 2025, the remuneration structure was revised
to include a reduction in base salary and the introduction
of a short-term incentive (“STI”). The reduced base salary,
combined with the STI at target performance, results
in a total target remuneration similar to the previous
base salary, thereby reinforcing the performance-based
component of remuneration without increasing overall
target pay.
Fixed remuneration
The fixed remuneration is composed of:
• a base salary: the CEO’s base salary is indexed annually
to the consumer prices index, and the other members of
the Leadership Council’s base salary is indexed to the
health index (moving average);
• board fees received by the other members of the
Leadership Council in their capacity as board member
of intragroup subsidiaries controlled by the Company (if
any);
• other benefits which include contributions to death,
disability, hospitalisation and healthcare insurance, a
company car and/or other mobility benefits, possible
compensation for untaken leave, contributions to
the cost of communication tools, social security
contributions on the abovementioned board fees, as
well as meal and gift vouchers (see point 2.2.4 of the
Remuneration policy); and
• international allowances which refer to allowances
granted to the members of the Leadership Council who
reside abroad and/or are expected to spend a significant
portion of their working time outside their home country.
They consider for example cost of living, housing,
education and transport allowances.
Variable remuneration
The variable remuneration is composed of the short-term
incentive plan or STI, the long-term incentive plan (the
“LTIP”), the stock option plans (“SOP”) and the collective
bonus plan.
Whereas the STI focuses on the delivery of short-
term objectives, recognising the Company’s portfolio
performance and individual performance during the
relevant period, the LTIP and the SOP are generally based
on multi-year periods, promoting a long-term vision and
sustainable value creation. This ensures consistency
between Sofina’s strategy and its Remuneration policy
and aligns the interests of their beneficiaries and the
Company’s shareholders.
Short-term incentive plan
The STI is based on two collective criteria and a third
individual criterion:
• a Direct portfolio criterion (25% weight), which aims
at measuring the quality and underlying growth of
recent investments with Sofina Direct (i.e. Sofina’s direct
investments) (new and follow-on), weighted by the costs
of these investments. The underlying growth is measured
by the organic growth of their EBITDA, for Long-term
minority investments, and of their revenues for Sofina
Growth Investments, over the reference year;
• a Private Funds criterion (25% weight), which aims at
measuring the achievements in keeping, enhancing
and strengthening the relationships and level of
commitments with the best General Partners (“GPs”).
This criterion measures our ability to keep or even
increase our commitment to the GPs meeting the
conditions to be qualified as shining stars; and
• for the individual performance criteria (50% weight),
the CEO and the other members of the Leadership
Council agree on specific personal objectives to be
achieved during the year. These objectives will relate to
business and/or strategic priorities, at least one of which
is linked to the Company’s sustainability ambitions. The
objectives are reviewed and approved by the Board of
Directors upon recommendation of the Remuneration
Committee. By way of illustration, individual objectives
for 2025 included, among others, the successful
execution of the capital increase completed during the
year to strengthen Sofina’s financial capacity to support
its growth strategy, initiatives to integrate artificial
intelligence both through appropriate exposure within
the portfolio and in Sofina’s own operations, and the
delivery of specific strategic projects in support of
selected portfolio companies, all contributing to the
Company’s overall performance.
The target annual pay under this STI is 30% of the
gross fixed remuneration of the relevant beneficiary
and the maximum payout payable in case of strong
overperformance is capped at 75% of the gross fixed
remuneration of the relevant beneficiary.
At the end of each year, performance evaluations against
the two collective criteria are conducted, and an individual
performance assessment is made based on the pre-
established objectives. Based on these evaluations, the
Board of Directors, following the recommendation of the
Remuneration Committee, approves the STI payout to the
CEO and the other members of the Leadership Council.
Long-term incentive plan
The LTIP is described in section 2.2.2., point a) of the
Remuneration policy. It applies to the CEO and to the
other members of the Leadership Council.
Under the LTIP, performance share units (“PSUs”) with
a four-year vesting period are allocated annually to
all eligible beneficiaries based on their seniority . The
number of PSUs made available to the CEO and the other
members of the Leadership Council for a given cohort
remains stable each year. It currently represents around
45% of the total number of PSUs available for a given
cohort at the group level. This share can vary depending
on changes within the organisation. The other 55% are
allocated to the rest of the organisation.
The number of PSUs that vest is determined at the end
of the four-year period based on the performance test
results for that period. The cash consideration paid under
the LTIP depends on the number of PSUs accepted and
vested, the NAVPS (i.e. the Company’s net asset value per
share, as further defined in the ”Alternative performance
measures and other terms” section) and the sum of
dividends paid by the Company over the same period. The
calculation method is set out in section 2.2.2, point a) of
the Remuneration policy.
FOUR-YEAR COHORTS STARTING BEFORE 2024
The PSUs for the 2022-2025, and 2023-2026 cohorts
are set to vest in the final year of the relevant cohort on
the basis of a single performance criterion: the annualised
performance of the ANAVPS (i.e. the Company’s net
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
68
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
asset value per share minus an amount equal to twice the
gross dividend distributed during the relevant year, as
further defined in the ”Alternative performance measures
and other terms” section), gross dividends reinvested,
compared to the performance of the MSCI ACWI over
the relevant four-year period, as further described under
section 2.2.2, point a) of the Remuneration policy.
At the end of the final year of the cohort, performance
evaluations are conducted based on the single
performance criterion.
Upon successful completion of the performance test, a
cash payment is made to the holder of vested PSUs. The
amount paid is calculated by multiplying the number of
vested PSUs by the sum of:
(i) the NAVPS, as indicated in the audited consolidated
accounts at the end of the last year of the four-year
cohort; and
(ii) the sum of the gross dividends per share paid by the
Company over the same period.
FOUR-YEAR COHORTS STARTING FROM 2024
The amendments made to the LTIP in 2024 include
the addition of two new vesting criteria, detailed under
points (ii) and (iii) below, and a more progressive vesting
mechanism for the performance criteria.
The PSUs for each four-year cohort are scheduled to
vest at the end of the final year of the relevant cohort,
according to certain proportions based on three
performance criteria detailed in section 2.2.2., point a) of
the Remuneration policy:
(i) a relative performance criterion (40% weight), which
involves comparing the annualised performance of
the ANAVPS, gross dividends reinvested, with the
performance of the MSCI ACWI over the relevant four-
year period;
1 The SBTi Coverage Ratio is calculated on a capital invested basis. At inception of each cohort, the Board of Directors determines a target SBTi Coverage Ratio as well as a lower and upper limit for the SBTi Coverage Ratio. The SBTi Coverage Ratio
calculated as of the last day of the cohort is compared to the target SBTi Coverage Ratio. Vesting occurs linearly between the lower and upper limit of the SBTi Coverage Ratio whereby full vesting is achieved if the target SBTi Coverage Ratio is reached. If
the SBTi Coverage Ratio achieved exceeds the target SBTi Coverage Ratio, PSUs set to vest against the relative and absolute performance criteria shall vest against the ESG performance criterion. If the upper limit of the SBTi Coverage Ratio is achieved, a
number of PSUs equal to 120% of the number of PSUs vesting under the ESG performance criteria shall vest. For the cohort 2025-2028, the target SBTi Coverage Ratio, lower limit and upper limit are respectively set at 31.8%, 24.8% and 38.8%.
2 Meaning Sofina’s performance over 2024 and 2025 for the Transition PSUs vesting on 31 December 2025; and Sofina’s performance over 2024, 2025 and 2026 for the Transition PSUs vesting on 31 December 2026.
3 For 2025, the target SBTi Coverage Ratio, lower limit and upper limit are respectively set at 21.3%, 16.2% and 26.5%. For 2026, the target SBTi Coverage Ratio, lower limit and upper limit are respectively set at 26.6%, 20.5% and 32.7%.
(ii) an absolute performance criterion (40% weight),
being the annualised performance of the ANAVPS,
gross dividends reinvested, over the relevant four-year
cohort; and
(iii) an ESG performance criterion (20% weight), being
the percentage of Sofina Direct’s portfolio companies
which have either (i) science-based targets approved
by the SBTi (“Science Based Target initiatives”) or (ii)
other greenhouse gas emission reduction targets on
scope 1, 2 and 3, in line with emission pathway limiting
global warming to 1.5°C (the “SBTi Coverage Ratio”)
1
.
At the end of the final year of the cohort, performance
evaluations are conducted based on these three
performance criteria. The payout calculation follows the
method applicable to the four-year cohorts issued before
2024.
TRANSITION PERIOD 2024-2025 AND 2024-2026
To accelerate the implementation of the two new
performance criteria that started in 2024, Transition
PSUs were granted in respect of the transition periods
2024-2025 and 2024-2026, in accordance with the
Remuneration policy as revised in 2024. The Transition
PSUs relating to the 2024-2025 transition period are
scheduled to vest at the end of the 2025 financial year,
alongside the PSUs granted under the 2022-2025 four-
year cohort.
The Transition PSUs do not increase the maximum payout
under the LTIP. The total number of PSUs vesting at the
end of the 2025 financial year, taking into account both
the PSUs granted under the relevant four-year cohorts
and the Transition PSUs, may not exceed the number
of PSUs allocated to and accepted by a beneficiary at
the time of grant for the 2022-2025 cohort. The same
limitation applies to the Transition PSUs relating to the
2024-2026 transition period, such that the total number
of PSUs vesting at the end of the 2026 financial year
may not exceed the number of PSUs allocated to and
accepted by a beneficiary for the 2023-2026 cohort.
Subject to this limitation, the Transition PSUs granted
in 2024 to the CEO and the other members of the
Leadership Council will vest at the end of 2025 and
2026, respectively, subject to the successful achievement
of the two following vesting criteria assessing Sofina’s
performance over the relevant period
2
:
(i) an absolute performance criterion (66% weight), as
described above; and
(ii) an ESG performance criterion (33% weight), as
described above
3
.
These performance criteria are identical to the four-
year cohorts issued as from 2024, except that they are
assessed annually, as Transition PSUs may vest at the
end of each year. The payout calculation follows the
method applicable to the four-year cohorts issued before
2024 and remains unchanged for four-year cohorts issued
as from 2024.
Stock option plans
Each year, a fixed number of stock options is offered
to the CEO and the other members of the Leadership
Council. The number of options offered remains consistent
from year to year. More generally, the stock options
are allocated among all eligible beneficiaries based on
their seniority, in accordance with a theoretical pool
recommended by the Remuneration Committee.
Stock options may be exercised from the 1 January of
the 4
th
calendar year following the offer date until the day
preceding the 5
th
anniversary of the offer date. Depending
on the choice made by each beneficiary at the time of
acceptance, the exercise period may be extended until the
day preceding the 10
th
anniversary of the offer date. No
additional performance conditions apply to the vesting of
stock options.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
69
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
In 2021, the Board of Directors approved so-called
“Switch” stock option plans, under which a number of
stock options were granted to certain members of the
Executive Committee in place at that time. These Switch
stock option plans are now offered to certain members
of the Leadership Council and are intended to facilitate a
smooth transition for their beneficiaries, following a period
of service as members of the Leadership Council. These
plans differ from the other stock option plans with respect
to the exercise period, as set out in the table below.
Collective bonus plan
Sofina reserves the possibility of granting a collective
bonus to the members of the Leadership Council, subject
to the achievement of certain collective objectives across
the organisation. For Belgian employees, some of these
collective objectives are structured within the framework
of collective agreements 90 and 90bis. In 2025, the
collective objectives focussed on training, sport and
volunteering activities.
Pension commitments
Sofina has subscribed to a “cash balance” group insurance
scheme, as detailed in the Remuneration policy, to which
the CEO and the other members of the Leadership
Council are affiliated.
In addition, Sofina has subscribed to a “defined
contribution” pension scheme. Under this scheme, the
accrued savings vest upon death or retirement.
The cash balance group insurance scheme also provides
death and disability coverage. In the event of death before
the maturity date of the scheme or, where applicable,
prior to an early or deferred maturity date, beneficiaries
are entitled to an amount equal to the accrued savings,
subject to a minimum insured death capital in line with
local market practices. Members of the Leadership
Council who are based outside Belgium are affiliated with
a similar death and disability coverage in their country of
employment.
Severance or departure allowances and clawback
As provided in the Remuneration policy, no severance or
departure allowance, whether contractual or statutory,
is granted upon the expiry of the term of office of the
CEO or the other members of the Leadership Council,
irrespective of whether the departure is voluntary,
involuntary, premature or scheduled. The applicable legal
provisions therefore apply where relevant.
Notwithstanding Principle 7.12 of the 2020 Code and as
disclosed in the Corporate governance statement, the
Company does not have a contractual right to claw back
variable remuneration paid to the CEO and the other
members of the Leadership Council. However, the terms
and conditions governing both the PSUs and of the stock
options provide for the forfeiture of future economic
benefits in the event of dismissal for serious negligence or
wilful or serious misconduct.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
70
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
REMUNERATION OF THE FINANCIAL YEAR
Overview of the total remuneration granted
REMUNERATION GRANTED BY SOFINA SA AND ITS LUXEMBOURG AND SINGAPORE SUBSIDIARIES TO THE CEO AND THE OTHER MEMBERS OF THE LEADERSHIP COUNCIL
AMOUNTS (IN EUR)
CEO (INDIVIDUAL)
1
OTHER MEMBERS OF THE LEADERSHIP COUNCIL
(AGGREGATE AMOUNTS)
1
2025 2024 2025 2024
Base salary and board fees 460,011
2
614,848 1,958,698 2,130,965
Other benefits 34,359 32,551 217,004 206,748
International allowances 0 0 357,742 291,530
Total fixed gross remuneration 494,370 647,399 2,533,444 2,629,244
Short-term incentive plan
3
245,234 - 1,074,152 -
Long-term incentive plan
4
565,593 666,204 2,353,754 2,790,555
Value of the stock options
5
605,682 561,154 1,466,026 1,877,953
Collective bonus 4,000 0 20,000 18,000
Total variable gross remuneration 1,420,509 1,227,358 4,913,932 4,686,508
Pension commitments - premiums paid 111,661 109,225 666,409
6
284,026
TOTAL 2,026,540 1,983,982 8,113,785 7,599,777
Proportion of fixed
7
and variable remuneration 29.9% fixed / 70.1% variable 38.1% fixed / 61.9% variable 39.4% fixed / 60.6% variable 38.3% fixed / 61.7% variable
The fixed and variable gross remunerations mentioned above are subject to social security contributions and income tax. The STI and LTIP amounts disclosed above include the holiday
pay applicable to Belgian employees, as well as an amount of EUR 35,000 shared among the other members of the Leadership Council in recognition of their direct and indirect
contributions to the capital increase transaction, in line with the approach adopted across the organisation.
Short-term incentive plan
WEIGHTING IN THE TOTAL STI OUTCOME AT TARGET PERFORMANCE
OUTCOME IN CASE OF MAX.
OVERPERFORMANCE
OUTCOME BASED ON THE LEVEL OF
ACHIEVEMENT IN 2025
Direct portfolio criterion 25% 7.50% of base salary 18.75% of base salary 12.07% of base salary
Private Funds criterion 25% 7.50% of base salary 18.75% of base salary 11.90% of base salary
Individual criteria 50% 15.00% of base salary 37.50% of base salary average of 23.54% of base salary
The Board, acting upon recommendation of the Remuneration Committee, approved the outcome of the different components of the STI contained in the above table.
1 Following the dissolution of the Executive Committee, the Leadership Council was established in January 2024, initially comprising four members (excluding the CEO) and five members as of 1 July 2024. As of 1 January 2025, the remuneration
of the CEO and the other members of the Leadership Council was revised, with a reduction in base salary and the introduction of an STI. The reduced base salary combined with the STI at target is similar to the previous base salary.
2 Next to the reduction in base pay outlined in the introduction to point 3, the decrease in the CEO’s fixed remuneration in 2025 also reflects a period of unpaid leave of approximately one month (for a personal project).
3 The STI was introduced as from the 2025 financial year under the revised Remuneration Policy, together with a corresponding reduction in base salary; no STI applied in 2024.
4 Gross cash amounts paid in 2025 and in 2024 to the CEO and the other members of the Leadership Council in respect of the 2022-2025 and 2021-2024 cohorts, respectively, and the related transition periods.
5 Stock options are valued by applying their tax value as determined by Article 43 of the Law of 26 March 1999 on the 1998 Belgian action plan for employment. Subject to the application of the conditions laid down in the law, the tax value of
a stock option is equal to 9% of its strike price (that is the lower of the closing rate of the stock on the day before the offer and the average closing price of the stock during the 30 calendar days prior to the offer day) for an exercise period
expiring the day before the 5th anniversary of the offer of the options. This percentage is increased by 0.5% for each year of extension of such exercise period (this period may not under any circumstances exceed ten years). In this table, the
value of the stock options refers to the tax value of the stock options offered during the year and deemed granted in January of the following year.
6 Also includes a one-off pension contribution paid in 2025 to cover prior periods during which a member of the Leadership Council resided abroad while working for a foreign subsidiary of Sofina SA.
7 This includes the fixed gross remuneration as well as pension commitments.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
71
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Long-term incentive plan
COHORT 2022-2025 AND TRANSITION PERIOD 2024-2025
Number of (Transition) PSUs received by the CEO and the other members of the
Leadership Council
MEMBER OF THE
LEADERSHIP
COUNCIL
COHORT 2022-2025
TRANSITION PERIOD
2024-2025
MAXIMUM
NUMBER OF
(TRANSITION)
PSU THAT CAN
VEST IN 2025
NUMBER OF
PSUS
SHARE IN
THE TOTAL
NUMBER
OF PSUS
GRANTED
NUMBER OF
TRANSITION
PSUS
SHARE IN
THE TOTAL
NUMBER OF
TRANSITION
PSU
GRANTED
Harold Boël 5,569 8.5% 2,228 8.4% 5,569
Xavier Coirbay 4,950
31.7%
1,980
31.2%
4,950
Edward Koopman 4,950 1,980 4,950
Maxence Tombeur 4,950 1,980 4,950
Giulia Van
Waeyenberge
4,950 1,980 4,950
Amélie Lagache 900 360 900
26,269 10,508 26,269
Performance test for the PSUs of the cohort 2022-2025
1
YEAR
ANAVPS (T-1)
(IN EUR)
GROSS DIVIDEND
FOR THE FINANCIAL
YEAR (IN EUR)
ANAVPS (T)
(IN EUR)
PERFORMANCE
OF THE
ANAVPS
PERFORMANCE
OF THE MSCI
ACWI
2022 331.60 3.13 273.15 -16.8% -13.0%
2023 272.93 3.24 266.93 -1.0% +18.1%
2024 266.92 3.35 304.83 +15.5% +25.3%
2025 304.77 3.50 304.85 +1.2% +7.9%
Annualised performance over the cohort 2022-2025 -0.94%
1 The performance test for the 2022-2025 cohort was carried out at the start of the financial year 2026 based on
the performance of the ANAVPS over this reference period compared to the performance of the MSCI ACWI over
the same period. As explained in more detail in the Remuneration policy, the Company’s LTIP performance test
was carried out against the evolution of the ANAVPS (i.e. NAV per share less an amount equal to two years’ gross
dividends) to reflect the impact of the applicable group policy of retaining an amount of cash on the balance sheet
equal to two years’ gross dividends.
The relative performance criterion, the only criterion applicable for the 2022-2025 cohort,
was not met. None of these PSU allocated to the CEO and the other members of the
Leadership Council have therefore vested.
Performance tests for the Transition PSUs vesting in 2025
As explained above, the vesting of the Transition PSUs depends on the successful
achievement of the absolute performance and the ESG criterion over the relevant period.
In the transition period 2024-2025, Sofina met the absolute ANAVPS performance test
with 8.12%, and the target in terms of SBTi Coverage Ratio under the ESG performance
test has been surpassed, with the SBTi Coverage Ratio reaching 22.49%, albeit without
reaching the upper limit.
Based on these performance tests, 31.2% of the maximum PSUs for 2025 vested and have
been definitively acquired by the CEO and the other members of the Leadership Council.
The gross variable remuneration they will receive after the (Transition) PSUs vest on
31 December 2025 is shown in the table on the previous page.
During 2025, the capital increase completed during the year had a mechanical impact
on the absolute level of the NAV and the NAV per share. As the new shares were
issued at a discount to both the market price and the NAV per share, this transaction
mechanically diluted the reported NAVPS. In order to assess the underlying performance
on a comparable basis, and to avoid distortion of the LTIP outcome, the NAVPS used for
vesting purposes has therefore been adjusted to isolate the mechanical dilution effect
resulting from the issuance of shares at a discount and the temporary impact of the cash
inflow, which is expected to be progressively deployed over the coming years.
COHORT 2023-2026 AND TRANSITION PERIOD 2024-2026
Number of (Transition) PSUs received by the CEO and the other members of the
Leadership Council
MEMBER OF THE
LEADERSHIP COUNCIL
COHORT 2023-2026
TRANSITION PERIOD
2024-2026
MAXIMUM
NUMBER OF
(TRANSITION)
PSU THAT CAN
VEST IN 2026
NUMBER
OF PSUS
SHARE IN
THE TOTAL
NUMBER
OF PSUS
GRANTED
NUMBER OF
TRANSITION
PSUS
SHARE IN
THE TOTAL
NUMBER OF
TRANSITION
PSU
GRANTED
Harold Boël 5,569 8.6% 2,507 8.4% 5,569
Xavier Coirbay 4,950
31.7%
2,228
31.2%
4,950
Edward Koopman 4,950 2,228 4,950
Maxence Tombeur 4,950 2,228 4,950
Giulia Van Waeyenberge 4,950 2,228 4,950
Amélie Lagache 900 415 900
26,269 11,834 26,269
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
72
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
The PSUs of the cohort 2023-2026 and the Transition PSUs of the transition period
2024-2026 will not vest before 31 December 2026 and will only provide entitlement to a
cash payment at the start of the financial year 2027 if and to the extent the performance
tests are validated.
COHORT 2024-2027
Number of PSUs received by the CEO and the other members of the Leadership Council
MEMBER OF THE LEADERSHIP
COUNCIL
COHORT 2024-2027
NUMBER OF PSUS
SHARE IN THE TOTAL NUMBER
OF PSUS GRANTED
Harold Boël 5,569 8.7%
Xavier Coirbay 4,950
32.4%
Edward Koopman 4,950
Maxence Tombeur 4,950
Giulia Van Waeyenberge 4,950
Amélie Lagache 900
26,269
The PSUs of the cohort 2024-2027 will not vest before 31 December 2027 and will only
provide entitlement to a cash payment at the start of the financial year 2028 if and to the
extent the performance tests for the cohort 2024-2027 are validated.
COHORT 2025-2028
Number of PSUs received by the CEO and the other members of the Leadership
Council
MEMBER OF THE LEADERSHIP
COUNCIL
COHORT 2025-2028
NUMBER OF PSUS
SHARE IN THE TOTAL NUMBER
OF PSUS GRANTED
Harold Boël 5,569 7.7%
Xavier Coirbay 4,950
28.5%
Edward Koopman 4,950
Maxence Tombeur 4,950
Giulia Van Waeyenberge 4,950
Amélie Lagache 900
26,269
The PSUs of the cohort 2025-2028 will not vest before 31 December 2028 and will only
provide entitlement to a cash payment at the start of the financial year 2029 if and to the
extent the performance tests for the cohort 2025-2028 are validated.
STOCK OPTIONS
Stock options held by the CEO and the other members of the Leadership Council at the beginning and at the end of the financial year 2025
MEMBER OF THE LEADERSHIP COUNCIL
CHANGES DURING THE YEAR SITUATION AT 31/12/2025
1
BALANCE AT
31/12/2024
SOP 2024
(GRANTED IN
2025)
2
EXERCISED IN 2025
EXPIRED IN
2025
VESTED UNVESTED TOTAL
NUMBER EXERCISE DATE STRIKE PRICE (IN EUR)
Harold Boël 160,000 22,000 0 116,000 66,000 182,000
Xavier Coirbay 66,000 11,000 0 44,000 33,000 77,000
Edward Koopman
73,500 11,000 2,500 23/06/2025 128.95 0 46,500 33,000 79,500
2,500 24/06/2025 128.95 0
Maxence Tombeur 74,500 23,500 0 15,000 83,000 98,000
Giulia Van Waeyenberge 81,000 23,500 0 21,500 83,000 104,500
Amélie Lagache 10,000 9,250 0 6,000 13,250 19,250
1 These columns refer to the stock options held by the members of the Leadership Council on 31 December 2025 and do not include the stock options offered on 24 November 2025 since these options were deemed to have been definitively
granted on 23 January 2026 (i.e. 60 days after the date of offer), and hence after the end of the financial year 2025. For more details on these stock options offered in November 2025 and deemed granted in January 2026, see below the table
on the stock options offered to the members of the Leadership Council in 2025.
2 This column refers to the stock options offered in November 2024 and accepted by the members of the Leadership Council by the end of the 60-day acceptance period, i.e. by 24 January 2025. The stock options accepted by that date are
deemed granted on such date.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
73
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Under the 2025 stock option plans, a total of 142,577 options were offered to the CEO,
the other members of the Leadership Council and other members of the Sofina group
personnel. The options accepted by the beneficiaries under these plans are deemed
granted on 23 January 2026.
It should also be noted that the capital increase completed during 2025 had a mechanical
impact on Sofina’s share price. As the new shares were issued at a discount to the
prevailing market price, the detachment of the subscription rights resulted in a theoretical
downward adjustment of the share price, thereby mechanically affecting the value of
outstanding employee stock options. In order to preserve the economic neutrality of
the existing SOP grants and to avoid unintended dilution effects, the exercise price of all
outstanding employee stock options has been adjusted following the principles of the
standard Euronext methodology.
Stock options offered to the CEO and of the other members of the Leadership Council
under the 2025 stock options plans
MEMBER OF THE
LEADERSHIP COUNCIL
NUMBER OFFER DATE
START
OF THE
EXERCISE
PERIOD
MATURITY
DAT E
STRIKE PRICE
(IN EUR)
Harold Boël 22,000 24/11/2025 01/01/2029 23/11/2035 239.40
Xavier Coirbay 11,000 24/11/2025 01/01/2029 23/11/2035 239.40
Edward Koopman 11,000 24/11/2025 01/01/2029 23/11/2035 239.40
Maxence Tombeur 11,000 24/11/2025 01/01/2029 23/11/2035 239.40
Giulia Van
Waeyenberge
11,000 24/11/2025 01/01/2029 23/11/2035 239.40
Amélie Lagache 3,000 24/11/2025 01/01/2029 23/11/2035 239.40
6,250
1
24/11/2025 01/01/2034 23/11/2035 239.40
1 Stock options relating to the Switch stock option plans.
No member of the Leadership Council was offered shares or rights to acquire shares
other than these Sofina stock options offered in application of the Law of 26 March 1999.
As indicated above, the value of the stock options offered during the financial year
2025 is higher than the value of the options offered during the financial year 2024 as a
result of the increase in 2025 of Sofina’s share price, which determines the stock option
strike price and therefore its tax value.
4. Comparative information on remuneration
changes and the performance of the Company
IN EUR 2021 2022 2023 2024 2025
REMUNERATION OF THE NON-EXECUTIVE DIRECTORS
Aggregate remuneration of all
non-executive Directors
2,266,772 2,265,869 2,326,171 2,412,563 2,689,281
Annual variation vs. y-1 +3.1% -0.0% +2.6% +3.6% +11.5%
REMUNERATION OF THE CEO
Total remuneration 4,092,716 1,273,956 1,240,575 1,983,982 2,026,540
Annual variation vs. y-1 +27.1% -68.9% -2.6% +59.9% +2.2%
REMUNERATION OF THE OTHER MEMBERS OF THE LEADERSHIP COUNCIL
1
Average total remuneration 3,733,756 892,343 968,470 1,688,839 1,622,757
Annual variation vs. y-1 +34.4% -76.1% +8.5% +74.4% -3.9%
SOFINA’S PERFORMANCE MEASURES
NAVPS
2
337.86 279.41 273.62 311.77 305.77
Average annual return 29.0% -16.5% -0.9% 15.2% -0.8%
SBTi Coverage Ratio
3
- - 18.36% 19.77% 22.49%
AVERAGE REMUNERATION OF EMPLOYEES ON A FULL-TIME EQUIVALENT
BASIS
Average total remuneration 330,301 172,050 183,608 345,234 317,605
Annual variation vs. y-1 +11.5% -47.9% +6.7% +87.9% -8.0%
1 Following the dissolution of the Executive Committee, the Leadership Council was established in January 2024,
initially comprising four members (excluding the CEO) and expanded to five members as of 1 July 2024. The amounts
indicated for financial years up to 2023 relate to the remuneration of the seven other members of the Executive
Committee in place at that time, whereas the amounts for financial year 2024 relate to the remuneration of four
other members of the Leadership Council over the whole year and of an additional one for the last six months of the
year.
2 See the definition in the “Alternative performance measures and other terms” section of this Annual report.
3 Since this performance criterion is only used under the updated LTIP applicable to PSUs offered as from 2024, no
data is available for the performance in 2021 and 2022.
The total remuneration of the non-executive Directors is further described in
section 2 of this Remuneration report. It consists of directors’ fees calculated by
reference to the amount of the net dividend and of fees for attending the meetings
of the Board committees, but excludes the additional annual fixed remuneration of
EUR150,000 received by the Chair of the Board of Directors. Their remuneration is
therefore not directly linked to Sofina’s performance.
The total remuneration of the CEO and the average total remuneration of the other
members of the Leadership Council comprises the remuneration as set out in the
beginning of section 3 of this Remuneration report. It depends largely on the STI, LTIP
and on stock options valued at their tax value. The variation can be explained mainly by
the performance in 2024 and 2025 of Sofina’s NAV and of the ESG criterion triggering
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
74
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
a payment under the LTIP, and by the reduced number of members on the Leadership
Council compared to the Executive Committee in previous years.
The performance of the Sofina group is assessed against the performance of its
NAVPS, its average annual return and the SBTi Coverage Ratio. These performance
measurements are used in the context of the LTIP, ensuring that the development of the
variable remuneration granted to the management is aligned with the development of the
performance of the Sofina group.
Finally, the ratio between the highest remuneration of the Leadership Council on the one
hand and the lowest remuneration among the employees of the Company on a full-time
equivalent basis is 1:20 for the financial year, same as in the 2 previous years.
The average total remuneration of employees on a full-time equivalent basis comprises
the remuneration of the Company’s employees who are not members of the Leadership
Council. It is composed of a base salary (indexed annually), pension commitments, other
benefits comparable to those of the members of the Leadership Council, and, as the
case may be, international allowances. The variable remuneration of such employees also
includes a discretionary annual bonus based on their individual performance
1
, any cash
amount due under the LTIP for the reference period expiring in that year, and the tax
value of the stock options offered during that year (and deemed granted in January of
the following year)
2
. A collective bonus may also be granted to all employees of Sofina,
as the case may be in application of collective agreements 90 and 90bis, as described in
section 2.2.2 of the Remuneration policy.
The average total remuneration of the employees of the Company for a given year, the
components of which are described in more detail in the paragraph above, is calculated
based on the total remuneration given to these employees during that year.
This calculation takes account of the Company’s employees excluding the CEO and the
other members of the Leadership Council. It however includes the Managing Directors
who are not members of the Leadership Council, and does not include trainees. The
time-credit systems and parental leaves are considered to be a full-time occupation, and
part-time work is considered to be a part-time occupation. The total result is expressed in
full-time equivalents.
As indicated above, the LTIP and the value of the stock options impact significantly
the change of this average remuneration from year to year. The increase in the average
remuneration of employees on a full-time equivalent basis over the period 2023 to
2025 can be explained by the fact that the Managing Directors who are not members of
the Leadership Council are taken into account to calculate the average.
1 This does not apply to Managing Directors who are not members of the Leadership Council.
2 Since 2023, the pool of employees being entitled to stock options has been increased.
The highest remuneration of the Leadership Council is the remuneration of the CEO as
described above in this section 3 of the Remuneration report. The lowest remuneration
among the employees of the Company on a full-time equivalent basis includes the
remuneration components as described in this paragraph and is calculated using the
same methodology.
In accordance with Article 7:149 of the BCAC, the Annual General Meeting to be held on
13 May 2026 will be invited to approve this Remuneration report in a separate vote.
The Remuneration policy was approved at the Annual General Meeting held on 8 May
2025 by a majority of 98.92% of the votes cast and the Remuneration report for the
financial year 2024 was approved at the same Annual General Meeting by a majority of
98.45% of the votes cast.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
75
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Our leadership
Corporate governance statement
Remuneration report
Sustainability statements
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Sustainability
statements
SUSTAINABILITY IS INTEGRAL TO HOW WE
CREATE LONG-TERM VALUE, EMBEDDING ESG
CONSIDERATIONS INTO OUR GOVERNANCE, OUR
INVESTMENT DECISIONS AND OUR PARTNERSHIPS.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
76
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Overview
THIS SECTION OUTLINES SOFINA’S
SUSTAINABILITY STRATEGY AND HOW
IT WAS EMBEDDED ACROSS OUR
ACTIVITIES IN 2025. THOUGH SOFINA
IS NOT IN SCOPE OF THE CORPORATE
SUSTAINABILITY REPORTING DIRECTIVE
(“CSRD”), WE REPORT VOLUNTARILY TO
PROVIDE TRANSPARENT AND USEFUL
INFORMATION TO STAKEHOLDERS.
THROUGHOUT THIS REPORT,
“SUSTAINABILITY” REFERS TO SOFINA’S
APPROACH TO MANAGING LONG-TERM
VALUE CREATION, INCORPORATING
ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (“ESG”) CONSIDERATIONS
INTO ITS BUSINESS MODEL AND
INVESTMENT ACTIVITIES.
1. Basis of preparation
This sustainability statement is prepared voluntarily
with reference to the European Sustainability Reporting
Standards (“ESRS”). It covers the 1 January to
31 December 2025 reporting period, unless otherwise
stated for specific datapoints. The “Content index” section
summarises the structure of this sustainability statement
and its alignment with the ESRS and IFRS, ISSB/TCFD, and
SASB
1
standards. The reporting boundary is consistent
with our financial reporting scope, and we seek to report
all metrics on a like-for-like basis in comparison with the
last available prior year.
The sustainability information relates to the operations
of Sofina SA and its subsidiaries, and where relevant
1 IFRS: International Financial Reporting Standards (IFRS) are globally recognized accounting standards issued by the International Accounting Standards Board (IASB) to ensure consistency and comparability in financial reporting. The International
Sustainability Standards Board (ISSB) develops global sustainability disclosure standards, incorporating the Task Force on Climate-related Financial Disclosures (TCFD) framework for reporting climate-related risks and opportunities. The Sustainability
Accounting Standards Board (SASB) Standards provide industry-specific guidance for disclosure of financially material sustainability information relevant to enterprise value.
its service providers and direct suppliers. Sofina is
headquartered in Brussels and has offices in Luxembourg,
London and Singapore. Disclosures made in relation to
our portfolio companies and funds relate to our approach
towards sustainability when assessing an investment
opportunity, our interactions with portfolio companies on
sustainability topics and on material ESG impacts, risks
and opportunities of portfolio companies where reliable
information is available.
We apply the concept of double materiality under CSRD
to determine the content of this section and consider
both impact- and financial-material sustainability topics,
informed by stakeholder engagement and internal risk
processes. Generally, information related to non-material
topics is not reported.
Unless stated otherwise, figures are reported on a
consolidated basis. This report has not been externally
assured.
2. Disclosure in relation to
specific circumstances
No specific circumstances have been considered unless
specified alongside the disclosures included in this
sustainability statement.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
77
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Governance
1. Board and oversight
ROLE OF ADMINISTRATIVE, MANAGEMENT AND
SUPERVISORY BODIES
Sofina has established a clear sustainability governance
structure that ensures effective oversight and management of
sustainability risks and opportunities. This structure includes the
Board of Directors, the ESG Committee, the Leadership Council,
the respective Tables (as further described in the Corporate
governance statement) as well as a team of key individuals tasked
with sustainability.
The Board of Directors is responsible for setting the overall
vision on sustainability, approving key policies, and ensuring
that sustainability considerations are integrated into Sofina’s
decision-making processes. The Board of Directors receives
regular updates on sustainability matters and monitors the
implementation of the sustainability initiatives.
The ESG Committee makes recommendations to the Board
of Directors to enable it to perform its supervisory role on
sustainability matters and to define and monitor Sofina’s
sustainability milestones and performance. The ESG Committee
also monitors the ESG performance of Sofina’s operations and
portfolio and discusses Sofina’s approach towards sustainability
reporting. The ESG Committee is responsible for oversight of
sustainability-related impacts, risks, and opportunities.
At management level, given its transversal nature, sustainability
implementation and continuous ESG integration is driven by
a full-time ESG associate and dedicated internal and external
capacity and supervised by the Leadership Council. This ensures
coherent oversight and strategic alignment, while responsibility
for sustainability topics is allocated to the relevant Tables in line
with their respective remits:
• the Leadership Council oversees the integration of
sustainability into Sofina’s strategy, validates key strategic
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
78
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
sustainability initiatives (including adherence to SBTi
1
,
the double materiality assessment and the climate risk
assessment), and monitors progress against long-term
sustainability objectives;
• the Investment Table is responsible for integrating
sustainability considerations into investment decision-
making, including the review of sustainability impacts,
risks and opportunities, ESG due diligence outcomes,
and alignment with Sofina’s sustainability objectives,
including Scope 3 Portfolio SBTs
2
when taking
investment decisions;
• the Portfolio Table oversees sustainability matters
at portfolio level, including the monitoring of ESG
performance, alignment with SBTi commitments,
sustainability roadmaps and the consideration of
sustainability factors in exit decisions; and
• the Operations Table is responsible for sustainability
matters relating to Sofina’s own operations, including the
implementation of ESG-related policies and initiatives,
monitoring of scope 1 and scope 2 decarbonization
targets, and oversight of ESG data collection, auditing
and reporting.
This governance framework will be assessed and can
evolve over time, to enable Sofina to continuously
strengthen the integration of sustainability into its strategy
and business model in line with regulatory developments
and market practices.
INFORMATION FLOWS TO OVERSIGHT
BODIES
The main topics reviewed by the Board of Directors and
the Board Committees and how the Board is made aware
of these are listed in the Corporate governance statement.
1 The Science Based Targets initiative (SBTi) is a corporate climate action organisation that enables companies and financial institutions worldwide to play their part in combating the climate crisis. See more information on our climate targets in the
“Environmental information” section.
2 In the framework to its adherence to SBTi, Sofina commits to having 42.3% of Sofina Direct by invested capital setting SBTi-validated targets by 2029 from a 2022 base year (the “Scope 3 Portfolio SBTs").
Sustainability has become an integral part of matters
reviewed by the Board of Directors through the
recommendations of the relevant Board Committees. The
Board considers impacts, risks and opportunities when
overseeing strategy, making decisions on strategic topics
and managing risks. The list of material impacts, risks and
opportunities are disclosed in the "Double materiality
assessment" section of Part I.
2. Integration of sustainability-
related performance in
incentive schemes
Quantitative climate-related targets (see more in the
“Environmental information” section), such as the
percentage of invested capital in portfolio companies
holding an SBTi-validated target, are included in Sofina’s
long term incentive plan, made available (amongst others)
to the CEO and the other members of the Leadership
Council. Management’s contribution to sustainability
workstreams and goals are further incorporated into
the short-term incentive plan. As such, the short-term
incentive plan made available (amongst others) to the
CEO and the other members of the Leadership Council
includes personal objectives covering sustainability topics.
For more information, please refer to the Remuneration
report. As a result, ESG-related objectives, including
climate and other sustainability priorities, are embedded
across the business and, where relevant, reinforced
through engagement with portfolio companies during the
holding period.
3. Statement on due diligence
Sofina has embedded ESG considerations into its
investment decision-making through an internal due
diligence framework. As part of Sofina’s investment
assessment process, sustainability-related considerations
identified through ESG due diligence are reviewed
in light of their relevance to the investment context.
Where appropriate, such considerations may help
inform discussions with prospective portfolio companies
and post-investment engagement priorities. The main
observations from ESG due diligence, including any
remaining sustainability-related considerations, are taken
into account alongside financial and strategic factors
when assessing an investment, reflecting Sofina’s long-
term investment approach and its role as a minority
shareholder.
Although Sofina has not yet implemented a formal supplier
ESG due diligence framework, suppliers - primarily service
providers - are chosen thoughtfully, often following
benchmarking, reference checks and due diligence
assessments. Additionally, our Code of Conduct sets out
clear expectations regarding respect for human rights,
aligned with international standards. These principles
apply to all Sofina employees and underpin Sofina’s
approach to responsible business conduct.
KEY ELEMENTS OF DUE
DILIGENCE
RELEVANT SECTION IN THIS
SUSTAINABILITY STATEMENT
Integration of sustainability
topics into the investment
process
Strategy
ESG due diligence in supplier
and contractor relations
Business conduct
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
79
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Strategy
1. Sustainable business strategy
Sofina’s sustainability strategy is anchored in our long-term,
diversified investment model, reflecting our role as a minority
investor across sectors and geographies and our position
along the investment value chain as a long-term partner to
entrepreneurs, management teams and fund managers. As an
investment company, we apply a two-fold approach towards
sustainability - as a responsible investor and in our operations:
• Sofina as a responsible investor: We embed considerations
related to the impact of our investments and ESG matters
from deal origination through exit, which forms a key part of
our investment assessment, decision-making and ownership
practices. We believe that this approach to responsible
investing contributes both to enduring value creation and to
the sustainable growth of the companies in which we invest.
• In our operations: By progressing on ESG aspects in our
operations every year, we act as a responsible company
and seek to lead by example for our portfolio companies.
On environmental aspects, we strive to reduce our footprint,
demonstrated by our approved Science Based Targets,
and raise awareness on environmental issues. On social,
we actively promote diversity, equity and inclusion in the
workplace, care for our employees, their well-being and
personal development and support initiatives that foster
cultural and social development. On governance, we apply
the best governance practices and maintain high standards
of compliance, ethics, and integrity.
This section elaborates on how sustainability is integrated
into Sofina’s core processes as they relate to Sofina Direct
and Sofina Private Funds investments. Further information on
Sofina’s operational sustainability approach is provided in the
“Environmental information, “Social information” and “Business
conduct” sections.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
80
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
1 Upright quantifies companies’ net impact on people, planet, society and knowledge.
2 Find more in the paragraph 2.1.2 "‘Post-investment engagement: sustainability roadmaps’.
2.1 SOFINA DIRECT
2.1.1 Integration of sustainability criteria in our investment process
Sofina integrates sustainability and ESG into the investment process of Sofina Direct investments as follows, and expects the approach to evolve overtime:
EXIT
• Sustainability considerations are incorporated into exit planning, considering Sofina’s level of influence as a minority
shareholder. Where relevant, vendor ESG due diligence may be conducted to demonstrate ESG performance and progress
achieved during the holding period.
• Capital is redeployed into new investment opportunities that meet Sofina’s investment criteria, including sustainability
considerations, ensuring consistency in our investment approach over time.
ORIGINATE
AND ASSESS
Investment opportunities are identified within
our sectors of focus using a positive screening
approach, assessing both the impact of a
company’s products and/or services and the way
it operates.
At the origination stage, we apply our ESG due
diligence framework to assess:
• the net impact of the company’s products and/or
services, using the Upright
1
platform;
• the company’s ESG maturity, governance
and performance, including its sustainability
ambitions and readiness to adopt SBTs where
relevant; and
• performance on financially material sustainability
topics, using the SASB
standards.
Where the initial assessment is positive, a
confirmatory ESG due diligence is carried out,
either internally or with external advisors, to
further assess material risks, opportunities for
value enhancement, and SBTi readiness.
DEPLOY
• Investment decisions take into account the conclusions of the confirmatory ESG due diligence, alongside financial and
strategic considerations. This includes an assessment of the company’s net impact profile and ESG performance.
• Where appropriate, action plans may be agreed with portfolio companies at entry to address identified sustainability risks and
opportunities and to support progress during the holding period.
MANAGE
• During the holding period, Sofina integrates sustainability considerations into its active ownership approach. Where
relevant, we monitor ESG performance, encourage appropriate disclosure and support continuous improvement through the
development and implementation of sustainability roadmaps
2
.
• Our ability to influence ESG outcomes depends on our ownership position and governance rights. Where influence is more
limited, engagement focuses on monitoring progress and raising sustainability topics through appropriate channels.
2. Sustainability in our investment process
As a UNPRI signatory since 2019, we integrate sustainability into our decision-making process through a responsible investment policy covering both Sofina Direct and Sofina Private
Funds, which spans the full investment lifecycle. Sustainability is integrated throughout Sofina’s investment process and supports our long-term approach to value creation. This reflects
our broader objective to create sustainable economic value by supporting owner-led and innovative growing businesses, to increase positive impact and minimise negative impacts.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
81
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
2.1.2 Post-investment engagement: sustainability
roadmaps
During 2025, we continued to strengthen our sustainability
roadmap exercise for the Sofina Direct portfolio, with a
focus on improving data quality and targeted engagement
with portfolio companies where we have influence and can
add value.
This year, using a new ESG platform, we rolled out an
ESG data collection campaign on select Sofina Direct
companies, which enabled us to collect consistent and
comparable ESG data from 27 companies (representing
63% of Sofina Direct’s NAV) for the 2024 reporting year.
The campaign provided insights into companies’ ESG
maturity, governance practices, social practices, supply
chain due diligence, climate targets and assessment
of climate-related risks and helped lay the foundation
for more effective monitoring and engagement going
forward. See core metrics below collected in the
2025 campaign and comparison with select metrics from
the 2024 campaign.
ESG data collected on select portfolio companies in Sofina Direct
2024 CAMPAIGN 2025 CAMPAIGN
Portfolio company reporting period
1
2023 2024
Number of companies surveyed 21 30
Number or responding companies 21 27
% NAV of Sofina Direct 60% 63%
% of number of portfolio companies within Sofina Direct 26% 32%
Governance
% of companies that have oversight of sustainability issues at board level 71%
2
85%
% of companies where executive compensation is linked to ESG goals 24% 30%
% average independent board members (late growth companies)
3
32%
% average women board members (late growth companies) 22%
% companies with code of conduct or ethics 90% 89%
% companies with ESG, environment or energy policy 57% 70%
% companies with anti-corruption, anti-bribery and anti-money laundering policies 90% 89%
% companies with diversity policies 57% 52%
Sustainability strategy
% companies that have assessed or plan to assess climate-related transitional risks 52%
% companies that have assessed or plan to assess climate-related physical risks 59%
% of companies who have conducted a double materiality assessment 62% 56%
% of companies that have conducted a materiality analysis
4
86% 74%
Environmental
% companies measuring scope 1 and 2 GHG emissions 52% 78%
5
% companies measuring scope 3 GHG emissions 43% 67%
% of companies with emission reduction initiatives 86% 93%
Number of companies with approved SBTs (within the entire Sofina Direct portfolio) 8 9
% of companies that report ESG in annual report or release standalone ESG reports 67% 67%
% companies with CSRD roadmap planned or in place 48%
6
Social
% companies providing turnover data to Sofina 100%
% companies providing voluntary turnover to Sofina 70%
% companies conducting a periodic employee survey 71% 81%
% companies providing health and safety data 100%
Supply chain management
% of companies that have integrated sustainability practices in the supply chain 71% 48%
1 In 2024, we collected mostly 2023 data
from portfolio companies and in 2025
we collected 2024 data.
2 2023 data corrected from 67%.
3 We define the stage of growth based on
internally defined thresholds. A portfolio
company is considered late stage if
it meets at least one of the following
criteria: current-year revenue exceeds
EUR 250 m, the company is listed, or it
was founded more than 15 years ago.
4 Includes companies that have done
either a single or double materiality
assessment.
5 This number includes responding
companies which do not have emissions
in their scope 1.
6 Companies that voluntarily report to
CSRD are also included in this figure.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
82
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
We use collected portfolio data and benchmarking as a core engagement tool to support portfolio companies in strengthening their sustainability practices and long-term resilience.
ESG data is analysed and contextualised using benchmarks by development stage and sector, in line with the developmental stage, informed approach developed in 2024. This
approach allowed us to tailor engagement to each company’s profile, supporting early growth companies to mature on ESG as they scale (i.e. towards IPO). We offer targeted support
for each company, including connecting companies with peers that have advanced on specific topics, recommending external expertise, or supporting discussions at the board
level. For example, having identified sustainability leadership gap in a few portfolio companies, we flag the topic with the management and seek to support the placement of senior
sustainability roles in the companies. Through the survey, we identify gaps in basic policies and support portfolio companies with policy templates that strengthen their governance
foundations, which supports portfolio risk mitigation. We seek to monitor performance of existing companies in scope. We also seek to improve the scope of our monitoring as well as
portfolio transparency.
2.2 SOFINA PRIVATE FUNDS
Sofina’s approach to Private Funds differs from Sofina Direct, as investment decisions and portfolio management are led by General Partners (“GPs”). While Sofina does not have direct
decision-making power over underlying portfolio companies, we seek to influence ESG practices by carefully selecting our GPs and engaging with them throughout the investment
lifecycle. Sustainability considerations are embedded in our decision to commit to new funds through a dedicated ESG framework, which informs GP selection, fund commitments and
ongoing monitoring.
EXIT
• Exit decisions and the continuation of investment relationships take into account the extent to which GPs actively pursue and
demonstrate progress on ESG priorities. Sofina favours long-term partnerships with GPs that show measurable improvement
over time.
• Where alignment on ESG objectives deteriorates, investment relationships may be reassessed, as reflected in past decisions to
discontinue commitments with GPs whose practices no longer align with Sofina’s responsible investment principles.
ORIGINATE
AND ASSESS
During the origination and assessment phase,
ESG considerations are central to the evaluation
of GPs. Using our Sofina Private Funds ESG
framework, we assess in particular:
• the GP’s commitment to responsible
investment and the extent to which ESG
principles are integrated into its investment
strategy and decision-making processes;
• the operational implementation of ESG,
assessed through a tailored scoring
methodology;
• the maturity of ESG practices, with
differentiated expectations for emerging and
established GPs, reflecting their respective
scale and resources; and
• opportunities for collaborative engagement
with other limited partners, particularly
European LPs with similar priorities, to
reinforce ESG expectations to GPs.
DEPLOY
• ESG assessments of GPs play a material role in investment decisions and are discussed as part of Sofina’s fund commitment
process for both new and existing relationships. Alignment on values and ESG ambitions is a prerequisite for participation in
new fundraisings.
• Where alignment is no longer sufficient, Sofina retains the discretion not to commit to future funds. We also seek to amplify
our influence through collaborative initiatives with like-minded LPs, aiming to promote consistent ESG standards across the
private funds ecosystem.
MANAGE
• During the holding period, ESG considerations form part of Sofina’s ongoing assessment of fund performance. Focus areas
include, among others, climate-related impacts and diversity and inclusion.
• GPs are encouraged to strengthen ESG practices through:
- regular dialogue and targeted ESG discussions;
- engagement during investor meetings and governance forums to maintain focus on ESG priorities; and
- tailored engagement that recognises regional differences in ESG maturity, with additional support where practices are less
developed.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
83
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
3. Sustainable governance
Sofina’s sustainability strategy is supported by a governance framework that seeks to
embed sustainability into strategic oversight, investment decision-making, portfolio
monitoring, and operations. This governance framework is described in the “Governance”
section above.
4. Exposure to sensitive activities
Sofina monitors its exposure to sensitive activities, including fossil fuels, tobacco,
controversial weapons and certain chemical production, in line with its Responsible
investment policy. As of 2025 year-end, Sofina Direct has no direct exposure to
companies whose activities or revenues are derived from these sensitive sectors. Within
Sofina Private Funds, exposure to sensitive activities is limited and indirect, reflecting
Sofina’s role as a LP.
1 Including self-assessments conducted by surveyed portfolio companies and
Sofina-led assessments.
2 NAV of the Sofina Direct portfolio.
5. Metrics
ESG INTEGRATION TOPIC 2025
Coverage Assets under management, by asset class, that integrate ESG issues, sustainability themed investing, and screening 100%
Training Regular ESG training session(s) organised for the investment team during the year Yes
Pre-Investment Investment opportunities in Sofina Direct and Sofina Private Funds having been subject to the ESG assessment framework 100%
Post-investment % of portfolio companies in Sofina Direct in which we have a board seat 42% of total number of companies and 63% of NAV
2
% of Sofina Direct engaged on sustainability 32% of total number of companies and 63% of NAV
2
% of Sofina Direct with a climate transition risk assessment
1
13% of total number of companies and 30% of NAV
2
% of Sofina Direct with a climate physical risk assessment
1
15% of total number of companies and 39% of NAV
2
Surveyed managers in Sofina Private Funds having an ESG policy 26 Managers (24% of total by number)
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
84
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other term
PART III:
ABOUT THIS REPORT
Environmental information
1 For a description of our double materiality assessment, please refer to the "Double materiality assessment" section in Part I.
2 SBTi is a corporate climate action organisation that enables companies and financial institutions worldwide to play their part in combating the climate crisis.
DESPITE THE SHIFTING REGULATIONS
ON CARBON AND CLIMATE CHANGE,
SOFINA CONTINUES TO SUPPORT THE
PARIS AGREEMENT AND ITS NET ZERO
ASPIRATIONS. WE HAVE COMMITTED TO
TAKING ACTION TO DECARBONISE OUR
OPERATIONS AND OUR PORTFOLIO, AND
WE SEE OUR BIGGEST IMPACT COMING
FROM OUR ROLE AS A RESPONSIBLE
INVESTOR. IN PROMOTING REQUIREMENTS
TO REDUCE SOURCES OF ANTHROPOGENIC
CLIMATE CHANGE AND ENVIRONMENTAL
DEGRADATION, SOFINA WORKS WITH
ITS PORTFOLIO COMPANIES TO REVIEW
CURRENT PRACTICES AND ENCOURAGE
THEIR TIMELY ACTION AGAINST CLIMATE
CHANGE. CONSEQUENTLY, WE ENSURE
THAT OUR GREATEST RISKS ARE IDENTIFIED
AND PROACTIVELY ADDRESSED IN WAYS
THAT BENEFIT SOCIETY AND PROTECT OUR
FINANCIAL HOLDINGS.
Sofina’s approach to decarbonisation can be divided into
two strategic activity streams:
1. reducing Sofina’s operational activities which contribute
to greenhouse gas (“GHG”) emissions; and
2. influencing future and existing portfolio companies
to ensure their respective commitment toward a low-
carbon economy.
Strategy:
2024 was a foundational year for Sofina, where we
started to address our sustainability topics in a cohesive
manner. We conducted a double materiality assessment
in 2024 and identified that one of our top material
environmental risks and opportunities was related
to climate change mitigation for our operations and
portfolio
1
. From there, it was necessary to develop an
approach and understand how we could address this topic
from both operational and investment perspectives, and in
doing so, Sofina reinforced its integration of sustainability
and climate into its business strategy.
In 2025, we further strengthened our approach by
identifying risks and opportunities from a climate risk
assessment and deepened our engagement with portfolio
companies on climate transition, gaining a stronger
understanding of our portfolio companies’ profile on
sustainability matters regardless of their maturity. Despite
its minority investor stake status, Sofina continues to
work in partnership with its portfolio companies to curb
their environmental impacts and promote awareness
and action on reducing GHG emissions and preparing
for the possible changes to the regulatory and physical
environment. Our work has resulted in tangible progress
on companies setting GHG emissions reduction targets
validated by or aligned with the Science Based Targets
initiative (SBTi)
2
framework.
Climate Risks:
Sofina is carrying out a portfolio climate-related risk
analysis with a specialised technical advisor to assess
both physical and transition climate risks for a number
of portfolio companies, selected based on NAV size and
climate risk exposure. The assessment identifies key risk
drivers (including regulatory, market and physical hazards)
and informs portfolio engagement priorities, sustainability
roadmap discussions and reference of the matter to the
Portfolio Table where relevant.
The results of the climate risk assessment are being
progressively integrated into Sofina’s risk management
and investment processes, including portfolio monitoring,
portfolio company engagement and targeted portfolio
company support on climate transition and adaptation.
Governance:
To ensure an aligned and robust sustainability and
climate change programme within Sofina operations,
an ESG Committee has been set up at the Board level.
The ESG Committee oversees Sofina’s environmental
strategy, including climate-related risks, decarbonisation
targets and performance monitoring. This committee is
comprised of members of the Board of Directors including
Sofina’s CEO. The ESG Committee, including its member
composition, is further described in the Corporate
governance statement.
At management level, the sustainability function is
owned by dedicated individuals who coordinate the
daily activities, implementation, and engagement of the
sustainability workstreams and support the integration of
sustainability considerations into the investment process
and across the Company’s decision-making bodies. They
report to the Leadership Council and the relevant Tables.
The sustainability governance is further described in the
“Governance” section above.
Actions:
In 2025, we further built upon projects that will support
our goal to decarbonise our operations and influence our
portfolio companies to reduce their own emissions.
Further detail is provided in the “Actions relating to climate
change” point below.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
85
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
1. Materiality and boundaries
The following sub-topic was identified as material to Sofina from the double materiality assessment conducted in 2024
1
:
1 For a description of our double materiality assessment, please refer to the "Double materiality assessment" section in Part I of this Annual report.
2 Boulevard d’Anvers is leased free of charge to non-profit associations to undertake their own activities.
NEGATIVE IMPACT RISKS OPPORTUNITIES
Climate change – climate change mitigation
High Medium Low
Climate change mitigation has the potential to impact
Sofina as a risk in the short- (i.e. reporting year) and
mid-term (i.e. within 5 years) for its own operations and
portfolio. It could also bring opportunities for Sofina’s
portfolio companies for the mid- to long-term.
“Responsible investment” was also identified as an entity-
specific material sub-topic in our double materiality
assessment, particularly in how Sofina’s engages its
portfolio companies in their combat against climate
change. Sofina views that there are possible high negative
impact and medium risks associated with climate change
mitigation on its business and financials.
When conducting its double materiality assessment,
Sofina identified its material environmental and
climate change topics by involving a range of internal
stakeholders, including the Board, senior management,
employees, its shareholders and business partners.
External groups such as investors, independent experts,
portfolio companies, consultants and ESG rating agencies
were also approached for input. These stakeholders were
engaged using a variety of means ranging from interviews
and in-person workshops to surveys.
Sofina is an investment company and most of its direct
emissions from business activities are office-based or
related business travels, negligible compared to the
indirect emissions from the activities of its investments.
Sofina does not expect highly material impact of climate
risks and opportunities arising from its own operations in
the mid- to long-term. Despite the relative size of its direct
operation’s footprint, Sofina takes action to reduce its
GHG emissions in its operations.
On its investment activities, since Sofina invests as a
minority shareholder, it cannot affect changes directly but
rather influence and engage with its portfolio companies.
Sofina views its engagements as a short- to mid-term,
reflected in its Portfolio SBTs. Despite our minority
shareholder status, we take pride in our efforts to engage
key portfolio companies on reducing their GHG emissions
and have demonstrated success by working closely to
achieve our mutual goals. In the end, Sofina strongly
believes that not only it is the right thing to do but will
ensure that we create value within the investment and
business.
Regarding data collection methodology and boundaries,
Sofina applies the operational control approach from
the GHG Protocol, Corporate Standard to the data
for calculating its GHG inventory. The GHG inventory
calculates emissions over an entire calendar year,
spanning 1
st
January to 31
st
December.
In 2025, this included the following business locations:
• Brussels: Sofina SA
• Luxembourg: Sofina Capital SA,
• Singapore: Sofina Asia Private Ltd
• London (partial year): Sofina London Ltd.
It is noted that due to lack of operational control
2
over a
Sofina-owned building in Brussels, Boulevard d’Anvers is
included in scope 3-downstream leased assets.
Additional data was collected via survey from key portfolio
companies, including their 2024 scope 1, 2, and 3 GHG
inventory. We note there is ability for Sofina to improve the
consistency of data collection regarding this inventory and
we use the information internally to gauge performance.
Sofina does not currently consolidate portfolio financed
emissions (scope 3, category 15) in its GHG inventory,
reflecting limitations in data consistency, methodological
comparability and Sofina’s minority ownership position.
To calculate the GHG inventory by its respective sources,
estimations and assumptions have been made when it was
difficult to obtain verified data, or in the absence of data
source.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
86
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
2. Environmental policy framework
Sofina lists its policies that relate to environmental topics at this current time. Policies support our ambitions, approach on environmental topics and actions. The information includes
the policy name, description of policy content, scope and exclusions, highest owner of responsibility and interactions with stakeholders. Policies may be internal documents.
POLICIES DESCRIPTION OF POLICY CONTENT
DESCRIPTION OF
SCOPE OF POLICY OR
ITS EXCLUSIONS
DESCRIPTION OF HIGHEST LEVEL RESPONSIBLE
(R) OR THE LEVEL OF IMPLEMENTATION (I) OF
THE POLICY
INTERACTIONS WITH
STAKEHOLDERS
Responsible investment policy
Describes Sofina’s responsible investment commitments,
types of investment, investment lifecycle and approaches
Investment team
Leadership Council, Investment Table and
Portfolio Table (R) and Investment team (I)
Available online and direct
engagement with select
companies and funds
Code of conduct
Broad aspects of Sofina’s positioning on various
compliance topics. In relation to environmental topics,
the Code of Conduct states Sofina’s commitments and
expectations for its employees
Employees and
onsite consultants
Board of Directors, Audit Committee and
Leadership Council (R)
Available online
Sustainable travel policy
Addressing one of Sofina’s largest sources of scope 3
emissions, a group-wide business travel policy to balance
personal interactions with colleagues with business travel
emissions
Employees and
onsite workers
Leadership Council (R)
Operations Table (R & I) Internal document
Sustainable mobility policy
Policy to reduce GHG emissions associated with employee
commuting activities, including deployment of electric
vehicles for company cars
Employees and
onsite workers,
excluding Singapore
Operations Table (R&I) Internal document
3. Actions relating to climate change
3.1 Actions to decarbonise
operational emissions
Excluding Sofina’s portfolio emissions, the four largest
sources of Sofina’s absolute GHG emissions are the
corporate car fleet (64.3% of total GHG emissions in
2025), stationary combustion (25.9% in 2025), business
travel (2.5% in 2025) and purchased goods and services
(1.8% in 2025). Many of our reduction measures address
our car fleet, the building energy features, and business
travel related emissions. Sofina is in the process of
reviewing possible measures which can be applied to
reducing emissions from purchased goods and services.
We have identified the following decarbonisation levers to
reach the scope 1 and 2 SBT on our operations:
• aim to decouple gas and electricity consumption from
business and workforce growth by increasing staff
numbers in existing offices;
• modernisation and upgrades for owned-buildings;
• engagement with landlords on energy efficiency
measures for leased offices;
• green commuting and business travel addressed through
decarbonising company fleet and mode of transport
from respective policies : the Sustainable mobility policy
and the Sustainable travel policy;
• prioritised green buildings or clean energy sourcing for
buildings for new offices;
• trainings and education on energy reduction measures;
and
• investment in a new data platform to better track our
carbon emissions and other ESG indicators and to
help us monitor how we are progressing on our climate
transition plan.
Scope 1 activities implemented to reduce emissions
include:
• conversion our leased car fleet to electric vehicles,
which is supported by the Sustainable Mobility Policy;
• a technical assessment to assess the continued
functionality and efficiency of the current HVAC
installations;
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
87
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
• modernise central heating system to reduce onsite
gas combustion; and
• replacement of a single ventilation unit with a more
energy-efficient and higher-performance model,
following a phased approach to upgrades.
Initiatives to address reduction of GHG from scope
2 sources include the following:
• selection of the new London office with stringent
criteria for green building and clean grid energy
use criteria;
• continued implementation of energy efficiency
measures, upgrades for central heating and cooling
system, for the owned-Brussels offices;
• purchase from the green grid for the Brussels
office;
• training and education on sustainability, coupled
with motion-activated lighting, master building and
room temperature controls to reduce usage; and
• prioritisation of behavioural change measures
in the short-term and introduce measures with
operational or capital expenditures in the mid-term.
Operational actions to support accounting and
management of decarbonisation activities:
• use of selected ESG data system supporting
Sofina on improved data collection and strengthen
both quality of collected data and auditability,
pilot to assist portfolio companies in need of GHG
inventory and calculation support via our data
system;
• purchase from the green grid for Sofina’s Brussels
and Luxembourg office; and
• multi-year commitment to purchase carbon
certificates for 2024 to 2026 reporting years.
3.2 Actions to decarbonise
the portfolio’s emissions
As a minority shareholder, Sofina’s portfolio
decarbonisation approach is based on active
1 This work will support Sofina’s climate-related transition and physical risk and opportunity disclosures in alignment with the Taskforce for Climate
Financial Disclosures (TCFD).
stewardship and influence rather than operational
control. Decarbonisation efforts focus on
engagement, governance participation and
structured sustainability roadmaps, prioritising
portfolio companies based on invested capital,
sector exposure to climate transition risks, and
emissions relevance. Solidifying its approach to
responsible investment, Sofina has implemented the
following actions:
• trained the Investment Team on the SBTi
framework and its business benefits with case
study presentation from a portfolio company with
approved SBTs;
• execution of Sofina’s first climate risk assessment
with a screening of Sofina Direct’s portfolio to
produce a risk materiality matrix; a subsequent
deep-dive pilot studies to assess the climate risk
exposure and financial impact of select portfolio
companies short-listed based on NAV and climate
risk exposure;
• socialisation of the climate risk results with
the investment team and plan to strengthen
engagement with portfolio companies on climate-
change risk identification and developing action
plans and targets to curb their contributions and
prepare for possible physical risks
1
; and
• continue engagement with our portfolio companies
via the sustainability roadmap exercise (see more
in point 2.1.2 "Post-investment engagement:
sustainability roadmaps" in the "Strategy" section
above), prioritizing engagement based on NAV
size and SBTi readiness, namely around GHG
measurement and targets, deepening the data
gathering and engaged companies.
• formulation of subsequent multi-year engagement
plans, including portfolio decarbonisation and GHG
target setting, regardless of developmental maturity
of the company.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
88
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
4. Targets
In 2024, after having conducted its double materiality
assessment, Sofina set Paris-aligned GHG emissions
reduction targets and received official approval from the
SBTi for the following targets:
1. Scope 1 and 2 SBTs: Sofina SA commits to reduce
its absolute scope 1 and 2 GHG emissions 42% by
2030 from a 2023 base year.
2. Scope 3 Portfolio SBTs: Sofina SA commits to having
42.3% of Sofina Direct by invested capital setting SBTi-
validated targets by 2029 from a 2022 base year
1
.
1 Sofina Private Funds activities are outside the scope of our SBTs and are covered by an ESG framework specific to Sofina Private Funds. See more in the "Strategy" section.
Sofina’s scope 3 Portfolio SBTs cover 48% of its total
investment and lending by asset value as of 2022.
Our scope 1 and 2 SBT is classified by the SBTi as aligned
with a trajectory to limit global warming to 1.5 degree.
Our scope 3 Portfolio SBTs cover Sofina Direct, where
we have influence on our portfolio companies through
our presence in their decision-making bodies. Our
engagements on scope 3 Portfolio SBT also support our
commitment toward being a responsible investor.
As further described in the Remuneration report,
performance against Sofina’s scope 3 Portfolio SBTs
is built into the long-term incentive plan which applies
(amongst others) to the CEO and the other members of
the Leadership Council.
The SBTi framework helps us address both operational
and portfolio impacts comprehensively, considering
Sofina’s influence as a minority investor. These carbon
targets also support our climate transition planning, by
providing annual reductions to target as so Sofina can
align with the net zero trajectory.
Since the approval of our Science-based targets in 2024,
we began integrating these targets into our investment
process and made further progress in 2025 as follows:
SOURCING HOLDING PHASEDUE DILIGENCE EXIT
• We favour investment opportunities
that have or commit to having SBTi
approved targets.
• The investment team is trained on
the SBTi framework and its business
benefits and how to discuss SBTi with
target companies. This was supported
by expert advisors, leveraging an
internal sales pitch.
• We deep dive on target companies'
emissions measurement and
decarbonisation practices to assess
their readiness for SBTi approval.
• We standardise the inclusion of an
SBTi commitment in term sheets for
investment opportunities.
• We engage portfolio companies on
setting SBTs through our sustainability
roadmap exercise
(see more in point 2.1.2 of the
"Strategy" section above).
• We support them to measure GHG
emissions and develop SBTs through
peer exchange, technical advice, and
recommendation of trusted advisors.
• Through our presence in the
decision-making bodies of our
portfolio companies, we highlight the
importance to align with a leading
external framework to enhance
credibility towards stakeholders and
regulatory preparedness.
• We evaluate the readiness of portfolio
companies to adopt SBTs upon exit to
attract like-minded investors and for
potential value enhancement.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
89
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
5. Climate change metrics and performance
5.1 Key energy metrics and performance
Sofina’s energy consumption by source is summarised below.
ENERGY CONSUMPTION AND MIX BASE YEAR 2023 2025
Fossil energy consumption (MWh) 930.00
663.99
Consumption from nuclear sources (MWh) 39.32
142.38
Consumption from renewable sources (MWh) 280.10 323.95
Total energy consumption (MWh) 1,249.42 1,130.32
5.2 Key GHG metrics and performance (Sofina’s operations)
Sofina’s GHG emissions by source for Sofina’s operations is presented below.
RETROSPECTIVE MILESTONES AND TARGET YEARS
BASE YEAR 2023 2024 2025 % 2025/2024 2025 2030 ANNUAL % TARGET/BASE YEAR
Gross Scope 1 GHG (tCO2e) 216 158 118 -26%
146 134 -37%% of scope in GHG emissions from regulated emissions trading scheme 0% 0% 0% -
Gross market-based scope 2 GHG (tCO2e) 15 25 29 +15%
Gross location-based scope 2 GHG (tCO2e) 56 65 70 +8%
- - -
Gross indirect scope 3 GHG emissions (tCO2e) 871 2,328 2,597 +12%
1. Purchased goods and services 56 1,526 1,765 +16%
2. Capital goods 17 14 20 +43%
3. Fuel and energy-related activities 46 54 45 -16%
4. Upstream transportation and distribution - - - -
5. Waste generated in operations 1 1 1 -4%
6. Business travels 715 685
1
711 +4%
7. Employee Commuting 38 39 46 +20%
8. Upstream leased assets - - - -
9. Downstream transportation - - - -
10. Processing of sold products - - - -
11. Use of sold products - - - -
12. End of life treatment of sold products - - - -
13. Downstream leased assets 0 10 9 -14%
14. Franchises - - - -
15. Investments - - - -
Total GHG Emissions (location-based) (tCO2e) 1,143 2,551 2,784 +9%
Total GHG Emissions (market-based) (tCO2e) 1,103 2,511 2,743 +9%
1 The scope of business travels was expanded to include hotels and accommodation. This methodological change explains the revised figure for 2024 (from 669 to 685 tCO2e) compared with that disclosed in the 2024
Annual report.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
90
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
For our scope 1 and 2 target, we delivered against
expected reductions, with 37% reduction achieved
(against 12% required by the SBTi).
Given Sofina’s office-based footprint and reliance on
leased assets, certain energy, water and waste intensity
metrics are not yet consistently available across
locations. Data availability is expected to improve as
Sofina continues to roll out its ESG data platform and
strengthens data collection processes.
5.3 Key GHG metrics
and performance for
Sofina’s portfolio
In terms of progress against our Portfolio SBTs (scope 3)
as at 31 December 2025, 22.5% of our invested capital
was injected in companies with SBTi-validated targets,
exceeding the required minimum level set by SBTi’s linear
trajectory at 21.3% for 2025.
Portfolio companies with SBTi-validated targets
2025 2024 2023
# portfolio companies with
SBTi-validated targets
9 8 5
Portfolio companies with SBTi-
validated targets in terms of %
of invested capital
22.5% 19.77% 18.36%
6. GHG removals and
carbon credits
Sofina purchases carbon certificates to be used on
an annual basis. In 2025, we entered a three-year
commitment with Soil Capital to address our scope 1 and
2 and select scope 3 sources. Soil Capital works to restore
European soils and ecosystems by supporting better food
systems in Belgium, the United Kingdom, and France.
We note carbon certificates differ from carbon credits
in that certificates cannot be used for offsetting nor
declaring carbon neutrality. However, Sofina considers it
essential to take meaningful action today by supporting
nature-based climate mitigation initiatives with
environmental- and social-related co-benefits, alongside
our continued emphasis on the delivery of our long-term
decarbonisation pathway.
7. Anticipated
financial effects
from material
physical and
transition risks
and potential
climate-related
opportunities
In 2025, Sofina launched a climate-related risk and
opportunity analysis, which covers some of our key
companies in our portfolio, while our double materiality
analysis concluded in 2024 covered this analysis for our
operations. This analysis supports Sofina’s understanding
of the potential financial implications of climate-related
transition and physical risks on selected portfolio
companies, including impacts on operating costs, asset
resilience and exposure to impact of carbon pricing.
Insights from this exercise help inform engagement
priorities and long-term value creation considerations.
This exercise will continue in 2026 and physical and
transition climate risk assessment will be integrated into
the due diligence process.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
91
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Social information
Sofina’s own workforce:
Sofina’s employees play a central role in the execution
of the Company’s long-term investment strategy and
the day-to-day operation of its business. Acting within
a collaborative organisational framework referred to
as “One Team”, employees across Sofina’s offices
contribute to the management of the investment portfolio,
the development of business relationships and the
functioning of the group’s operations. Sofina seeks to
maintain a professional, inclusive and supportive working
environment, underpinned by appropriate governance,
policies and practices, in order to attract, develop and
retain skilled employees over the long term.
As at 31 December 2025, Sofina’ own workforce
comprised 83 employees, distributed across four offices.
Employees are employed by the respective entities within
the Sofina group, namely Sofina SA in Belgium, Sofina
Invest SA and Sofina Capital SA in Luxembourg, Sofina
Asia Private Ltd. in Singapore and Sofina London Ltd. in
the United Kingdom.
During 2025, Sofina extended its operations to the United
Kingdom through the opening of its London office. Unless
stated otherwise, the information presented in this section
relates to Sofina’s own workforce and does not include
employees of portfolio companies.
Strategy:
Sofina’s workforce strategy is defined at group level
and implemented across the locations in which we
operate, with local adaptations where necessary to
reflect applicable legal requirements and labour market
conditions. The strategy aims to support the long-term
sustainability of the organisation by enabling Sofina to
attract, develop and retain employees with the skills and
experience required to support its activities over time.
In this context, Sofina seeks to recruit like-minded but
diverse talent and to foster a collaborative organisational
framework referred to as “One Team”, which supports
effective cooperation across functions and geographies.
The workforce strategy is designed to empower
employees to contribute to the Company’s objectives
and to operate within a supportive corporate culture that
enables employees to perform their roles effectively and
underpins sustainable value creation.
Sofina considers that a well-functioning and inclusive
corporate culture supports both the long-term success of
the business and positive societal impact, and therefore
forms an integral part of the Company’s approach to
managing its own workforce.
In line with this strategy, Sofina has identified three key
workforce-related focus areas:
• maintaining and supporting a diverse and inclusive
workforce reflecting the international nature of the
group’s activities;
• developing employees’ skills and capabilities through
training and professional development; and
• promoting work-life balance and employee well-being.
These focus areas guide Sofina’s policies, actions and
initiatives relating to its own workforce and form the
basis for the assessment of material impacts, risks and
opportunities (“IRO”) in respect of social matters.
Governance:
Sofina’s Board of Directors oversees the strategic
approach to the identified IRO and material sub-topics,
including resourcing, actions, performance, reporting,
and associated processes. The CEO, who is a member of
the Board of Directors, is responsible for the day-to-day
business operations, including workforce strategy, policies
and initiatives, within the framework established by the
Board. The implementation of Sofina’s workforce strategy
is supported by several internal functions and bodies,
including:
• the Human Resources (HR) team, which is responsible
for the employees’ lifecycle, including recruitment,
onboarding, talent management, performance
management, training and development, and offboarding
processes, and for ensuring that these processes are
applied in a fair and equitable manner.
• the Operations Table, which supports the coordination
and implementation of certain workforce-related
initiatives across the organisation;
• the Green team, which supports the HR team and the
Operations Table with the implementation of initiatives
relating to corporate culture, employee engagement,
volunteering and charitable activities across Sofina’s
offices; and
• the diversity, equity and inclusion (“DEI”) taskforce, which
contributes to the development and implementation of
diversity-related initiatives.
Actions:
Sofina has implemented a range of actions to address the
material workforce-related topics identified through its
double materiality assessment (“DMA”). Further detail on
these actions is provided in the section “Actions” below.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
92
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
1. Materiality and boundaries
The workforce strategy described in this section applies
to Sofina’s own employees. While Sofina may engage with
certain portfolio companies on workforce-related topics
as part of its broader ESG approach, such activities are
distinct from the management of Sofina’s own workforce
and are not included within the scope of this section,
unless explicitly stated.
As part of its DMA, Sofina assessed the actual and
potential impacts of its activities on its own workforce, as
well as the related risks and opportunities, in accordance
with the ESRS requirements.
In the course of the DMA, Sofina engaged with its
employees through a survey, complemented by targeted
discussions with selected employee representatives.
Additional input was obtained from internal stakeholders,
including members of management and representatives
of core functions. External perspectives were also
considered, including those of portfolio companies,
external consultants, non-profit organisations, financial
partners and ESG ratings and rankings agencies.
The results were analysed to identify and assess material
impacts, risks and opportunities affecting Sofina’s own
workforce. The outcome of this assessment formed the
basis for the identification of material workforce-related
sub-sub-topics disclosed in this section.
The time horizon considered for workforce-related
impacts, risks and opportunities is short to medium
term, in line with the Company’s DMA. Based on this
assessment, the following four sub-sub-topics were
identified as material to Sofina in relation to its own
workforce:
POSITIVE
IMPACT
NEGATIVE
IMPACT
RISKS TERM
Work-life balance
Medium Low Short- to medium-term
Gender equality and equal pay
Medium Low Short- to medium-term
Training and skills development
Medium Low Short- to medium-term
Diversity
High Medium Short- to medium-term
Employee engagement and well-being was identified as a Sofina-specific material sub-topic which is also relevant to this section.
POSITIVE
IMPACT
NEGATIVE
IMPACT
RISKS TERM
Employee engagement and well-being
Medium Medium Short- to medium-term
All identified material sub-sub-topics relate to Sofina’s
own workforce and are primarily associated with impacts
on employees, as well as related risks and opportunities
for the Company. Sofina considers that insufficient
management of these topics could result, among other
things, in increased employee turnover, reduced employee
engagement, loss of key skills and reputational impacts.
Conversely, effective management of these topics
supports workforce stability, skills development and
organisational resilience.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
93
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
2. Social policy framework
Sofina has established a set of policies and internal guidelines governing workforce-related matters, with the objective of ensuring fair and equitable working conditions, supporting
employee well-being and fostering a professional and inclusive working environment. These policies apply to Sofina’s own workforce and are implemented in accordance with applicable
legal requirements in the jurisdictions in which the group operates. These policies are reviewed periodically to ensure continued relevance and compliance.
GUIDELINES DESCRIPTION OF CONTENT
DESCRIPTION OF
SCOPE OR ITS
EXCLUSIONS
DESCRIPTION OF HIGHEST LEVEL RESPONSIBLE FOR IMPLEMENTATION
INTERACTIONS WITH
STAKEHOLDERS
Code of
Conduct
Sofina’s values and standards of conduct, providing guidance on
ethical business practices, including anti-corruption and anti-
bribery, human rights, workplace practices, privacy, health and
safety, ESG and diversity
Employees and onsite
workers.
CEO, Compliance Officer and General Counsel Available online, with
trainings for employees
Specific code for suppliers
is available on the website
Work rules
Guidance on employment conditions and workplace rules,
including acceptable behaviour, collective labour arrangements,
non-discrimination and working hours
Belgian employees Head of HR & Talent Internal policy document
Staff
handbook
Similar to Work Rules policy, includes information for onsite
workers on Sofina values, diversity, health and safety topics, anti-
harassment and bullying
UK employees Head of HR & Talent Internal policy document
Remuneration
Remuneration policy for individuals involved in the management
of Sofina; the policy is in line with the provisions of the Belgian
Code of Corporate Governance 2020 and Article 7:89/1 of the
Belgian Code of Companies and Associations
The CEO, the other
members of the
Leadership Council and
the Board of Directors
Remuneration of non-executive Directors (R & I): the General Meeting
of Shareholders upon proposal of the Remuneration Committee.
Remuneration of the CEO and the other members of the Leadership
Council: the Board of Directors upon proposal of the Remuneration
Committee
1
.
Available online
Safety
instruction
flyer
Health and safety document including local contact persons
for each office. Covers topics like incidents, evaluations, cyber
attacks
Employees and onsite
workers
Operations Table Internal policy document
Holiday policy
Work-life balance is a key priority for Sofina Employees in the four
offices
Head of HR & Talent Internal policy document
Structural
homeworking
policy
Internal policy describing the terms and conditions to respect
when structurally working from home
Employees in the four
offices
Head of HR & talent Internal policy document
(reflected through
addendum to the
employment contract in
Belgium and Luxembourg)
Local
volunteering
guidelines
Guidance for local teams to identify volunteering activities that
align with Sofina’s mission to make positive societal impact
Employees in the four
offices
Operations Table Internal document
Collective
objectives
framework
Defines the annual collective objectives applicable to
employees, covering areas such as training, physical activity and
volunteering, and the conditions under which the achievement of
these objectives may give rise to a collective bonus
Employees in the four
offices
Operations Table (R) in coordination with HR (I) Internal communication to
employees; objectives and
progress communicated
internally
Our Code of conduct outlines how Sofina builds an inclusive workplace free from discrimination, welcoming everyone regardless of their origin, race, sexual orientation, gender, ethnicity,
educational and cultural background, or professional experience. As set out in its Code of Conduct, Sofina acknowledges the International Labour Organisation, other human rights
regulations and best practices.
1 To prevent any conflicts of interest in determining, reviewing and implementing the Remuneration policy, neither the CEO nor any other member of the Leadership Council takes part in the deliberations of the
Remuneration Committee concerning their own remuneration.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
94
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
3. Actions
Given the central role of its employees in the execution
of its activities, Sofina has implemented a range of
actions and measures to support its own workforce
and to address the material workforce-related topics
identified through its DMA. These actions and measures
focus in particular on supporting employee development
and engagement, fostering a fair and inclusive working
environment and promoting work-life balance.
In this context, Sofina has put in place mechanisms to
support employees through regular feedback, training
and development initiatives, and structured engagement
processes. Actions implemented during the reporting
period include measures aimed at promoting a healthy
and autonomous working environment, supporting
diversity and inclusion across the employee lifecycle,
providing training aligned with both employee and
organisational needs, offering internship opportunities
across offices and teams, and collecting two-way
feedback to inform ongoing improvements.
In line with our ESG commitments, Sofina continued
throughout 2025 to deploy initiatives aiming at fostering
employee well-being, strengthening societal impact and
reinforcing environmental responsibility. These aim at
recognising our people as key stakeholders in Sofina’s
sustainable development journey.
In addition, as part of its broader ESG engagement,
Sofina collects selected workforce-related information
from certain portfolio companies. In 2025, data points
were collected from key portfolio companies on their own
workforce metrics, including leadership diversity, employee
engagement and satisfaction, training, health and safety,
and related indicators. The scope of portfolio companies
approached and the depth of data collected may evolve
over time. This information is reported separately and does
not form part of Sofina’s own workforce metrics. Further
information is provided in the “Portfolio indicators” section
in Part I.
3.1 Recruitment
Sofina looks for ambitious professionals sharing its
“growth mindset”.
In the selection and recruitment process, Sofina has
introduced a panel, including HR, to ensure diversity of
thought and alignment of other employee-related goals
in the hiring process. This is underpinned by guidelines
on recruitment, retention and promotions, underpinned by
Sofina’s five values: Go for growth, Work together to win,
Take charge, Aim above excellence, Find balance.
3.2 Employee Engagement
Providing and obtaining employee feedback is what helps
make Sofina a great place to work and empowers our
corporate culture. We believe that feedback should be
two-ways and make the effort to incorporate constructive
feedback into our business and how we run it. To this end
Sofina does the follow actions for employee engagement:
• we hold regular check-ins with our employees to
understand their development needs, career aspirations
and provide constructive feedback that go beyond the
annual performance review sessions;
• moreover, we run periodic employee engagement
surveys to gather feedback from the whole organisation;
• to foster a sense of belonging with all employees, hold
monthly Sofina virtual village meetings to share company
information and insights, and receive feedback from our
employees;
• in 2025, we hosted our periodic Sofina getaway event
bringing together all our employees from across
our offices to an in-person gathering. It was a great
opportunity to physically meet and foster and develop
personal relationships and learn more about each other.
During this event we also held investment and strategic
review, and training sessions to gain two-way feedback
on the company mission and strategy.
3.3 Diversity and inclusion
Diversity, equity and inclusion form an integral part of
Sofina’s organisational framework referred to as “One
Team” and are reflected in the Company’s approach to
managing its own workforce. From the double materiality
assessment, diversity was identified as a material sub-
topic, with a high positive impact and medium risks over
the short to medium term. In this context, Sofina considers
diversity in a broad sense, including gender, nationality,
age, socio-economic background, educational and
cultural background, and professional experience.
Sofina has, over recent years, progressively integrated
DEI considerations across the employee lifecycle,
with particular attention to recruitment, onboarding,
performance management and career development.
Actions have focused on broadening the diversity of the
talent pool, diversifying perspectives involved in selection
and recruitment processes, reviewing interview practices,
and embedding DEI considerations into onboarding and
performance management cycles. Awareness-raising
initiatives, including workshops on inclusive culture and
unconscious bias, have also been organised.
Gender equality and equal pay were identified through
the double materiality assessment as areas presenting
medium negative impacts and low risk over the short to
medium term if not adequately addressed. In response,
Sofina has taken steps to improve gender balance across
management and leadership levels. The Company began
analysing its unadjusted gender pay gap in 2024 and
intends to continue this analysis in 2026.
Governance of DEI matters is supported by a dedicated
diversity, equity and inclusion taskforce, established
in 2020, which contributes to the development and
implementation of DEI initiatives across Sofina’s offices
in alignment with the Company’s values and business
strategy. DEI principles are also reflected in Sofina’s Code
of Conduct, which promotes an inclusive workplace free
from discrimination and applies across the organisation.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
95
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Concrete actions implemented by Sofina to support
diversity and inclusion include, in particular:
• ensuring that the gender composition of the Board
of Directors meets or exceeds the one-third gender
diversity requirement set out in Article 7:86 of the
Belgian Companies and Associations Code, while also
promoting diversity across management and leadership
levels;
• strengthening gender diversity at Leadership Council
level;
• supporting age diversity and renewal at leadership level
through the introduction of the Switch stock option
plans, which facilitate rotation among members of the
Leadership Council;
• involving both HR and diverse panels in selection
and recruitment processes to promote diversity of
perspectives in hiring decisions;
• enhancing gender diversity in decision-making bodies
through the Investment, Portfolio and Operations Tables;
• applying retention, recruitment and promotion practices
aimed at progressively improving diversity, including
gender diversity, across the organisation; and
• participating in external initiatives, such as Level20, to
support women’s representation in European investment
roles.
In addition, Sofina seeks to foster equity across the
employee lifecycle by promoting fair treatment, access
to opportunities and advancement for all employees.
Measures to support equitable access include, for
example, arrangements enabling both parents to take
maternity and paternity without negative financial
consequences, irrespective of gender.
3.4 Training and skills
development
Training and skills development were identified through
the double materiality assessment as a material sub-topic,
with a medium positive impact and medium risk over the
short to medium term. In a context of rapidly evolving
business, regulatory and technological environments,
Sofina considers the continuous development of
employees’ skills and capabilities to be essential to the
effective execution of its activities and the long-term
sustainability of the organisation.
Training and development form a core component of
Sofina’s talent management approach and are supported
through a combination of collective and individual learning
opportunities. Sofina provides employees with access
to structured training curricula and external learning
platforms, including LinkedIn Learning, CoachHub,
business school programmes and the Sofina Academy.
Training topics cover, among others, governance and
compliance matters (such as cybersecurity, anti-bribery
and anti-corruption), professional and interpersonal skills
(including negotiation and leadership), language courses,
and emerging topics relevant to Sofina’s activities, such as
ESG-related matters and climate-related topics.
In addition to formal training programmes, Sofina places
emphasis on ongoing dialogue and feedback to support
employee development. Regular check-ins between
employees and managers are conducted to discuss
development needs, career aspirations and performance,
complementing formal performance review processes.
Ad hoc employee engagement surveys are also used to
gather feedback on learning, development and broader
engagement topics, with the aim of identifying areas for
improvement.
Training and engagement are further supported through
collective initiatives designed to foster knowledge-sharing
and collaboration across the organisation. These include
monthly virtual meetings bringing together employees
across offices to share information and exchange
feedback, as well as periodic in-person events. In 2025,
Sofina organised a group-wide offsite event combining
training sessions, strategic discussions and collaborative
workshops, providing an opportunity for cross-team
interaction and shared learning.
Sofina also links training and development efforts to its
broader workforce initiatives. Training-related metrics
are included as part of the annual collective objectives
framework applicable to employees, reinforcing the
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
96
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
importance of continuous learning and skills development
across the organisation.
In implementing these actions, Sofina takes into account
both organisational requirements, such as the need to
adapt to evolving regulatory, technological and market
developments, and employees’ individual development
needs at different stages of their careers. Training and
development practices are reviewed periodically to assess
their effectiveness and to identify opportunities for further
improvement.
For the purposes of monitoring training and skills
development, workforce-related information is collected
and reported on an annual basis on a consolidated scope
covering Sofina’s direct operations and employees. The
reporting period runs from 1 January to 31 December. In
2025, social data relevant to training and development
was collected across Sofina’s operating locations,
in Brussels, Luxembourg, Singapore, and the United
Kingdom.
3.5 Work-life balance and
employee well-being
Work-life balance was identified through the double
materiality assessment as a material topic, with a potential
medium negative impact and low risk over the short to
medium term. Sofina considers that insufficient attention
to work-life balance could result in increased employee
turnover, loss of key skills and, indirectly, adverse effects
on business continuity.
Sofina has therefore implemented measures aimed at
supporting employees’ ability to balance professional and
personal responsibilities and to maintain physical and
mental well-being. These measures are underpinned by
Sofina’s Code of Conduct, Work Rules and Holiday Policy,
which set out guiding principles applicable across the
organisation. In this context, Sofina benchmarks annual
leave entitlements across all countries in which it operates,
including statutory public holidays and additional leave, in
order to ensure alignment with local market practice.
Flexible working arrangements are available in all locations,
including the possibility to work from home up to two
days per week, enabling employees to better manage
commuting time and personal responsibilities. Family and
parental leave arrangements are encouraged regardless of
gender, and Sofina seeks to ensure that taking maternity
or paternity leave does not result in adverse financial
consequences for employees.
3.6 Boosting a cohesive
work environment
Sofina considers a cohesive work environment to be an
important factor in employee engagement, collaboration
and retention. To support cohesion across teams and
geographies, Sofina has implemented a range of initiatives
aimed at strengthening interpersonal connections and
encouraging collective participation.
Concrete actions to boost a cohesive work environment
include:
• encouraging employees to take their full annual leave
entitlement in order to reduce the risk of burnout;
• supporting internal mobility across Sofina’s offices,
taking into account employees’ personal and family
circumstances;
• offering international mobility opportunities to
employees, including participation in international
programmes, secondments to other Sofina offices or,
where appropriate, to portfolio companies or General
Partners;
• organising employee volunteering days. The supported
organisations address a broad range of societal
challenges, social inclusion, environmental protection,
mental health or animal welfare.
• encouraging employee-led initiatives for team building
and well-being; and
• organising group activities and events across offices,
including sporting activities and “One Team” events,
aimed at reinforcing collaboration, cultural openness and
team cohesion.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
97
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
3.7 Promoting a high-
quality workplace
Sofina’s activities are primarily desk-based, resulting in
relatively low occupational health and safety risks, with
a greater exposure to ergonomic-related issues. In this
context, Sofina focuses on providing a safe, comfortable
and efficient working environment.
Actions implemented to promote a high-quality workplace
include:
• promoting workplace ergonomics through appropriate
seating, adjustable desks, adequate lighting and suitable
IT equipment;
• renovating office spaces, including the renovation of the
Brussels and Singapore offices, to enhance comfort and
modernise working conditions; and
• implementing initiatives to reduce energy consumption
across offices, contributing to more sustainable office
operations.
In addition, Sofina integrates social considerations into
certain operational and purchasing decisions. For example,
partnerships with social enterprises have been supported
in connection with specific events, reflecting Sofina’s
broader approach to responsible procurement.
3.8 Supporting resilience
and health
Supporting employees’ physical and mental resilience is
an integral part of Sofina’s approach to employee well-
being. Sofina provides access to a range of health-related
support mechanisms designed to address both preventive
and reactive needs.
Key measures supporting resilience and health include:
• the availability of an employee assistance programme in
all countries, offering confidential short-term counselling
and support to employees and members of their
household;
• comprehensive healthcare coverage in all locations,
including in- and out-patient care, maternity benefits and
disability insurance, providing financial protection in the
event of illness or long-term incapacity to work; and
- awareness-raising initiatives on health-related topics.
4. Collective targets
Where appropriate, Sofina sets annual collective targets
relating to workforce initiatives, which may include
objectives linked to a reduction in the Sofina group’s
carbon footprint, professional training, employee well-
being and volunteering activities. These targets are
defined at group level and may vary from year to year.
The achievement of defined collective targets may be
linked to a collective bonus mechanism, in accordance
with applicable legal frameworks and internal policies. The
collective targets applicable for the 2025 financial year
across the four offices were as follows:
• professional development supported through learning
and training programmes offered by Sofina: 2,000 hours;
• sport activities in support of well-being: 8,000 hours;
• supporting local communities through volunteering
efforts with Sofina: 850 hours.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
98
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
5. Sofina’s key own workforce
metrics
5.1 Sofina’s workforce
BY HEADCOUNT INCLUDING THE CEO 31/12/2025 31/12/2024
Number of employees 83 81
Number of employees in Belgium 47 46
Number of employees in Luxembourg 17 16
Number of employees in Singapore 18 18
Number of employees in UK 1 1
Number of permanent employees 83 81
Number of temporary employees 0 0
Number of part-time employees 2 3
Employee turnover (excluding retirements) 11% 13%
5.2 Training and skills development
BY HEADCOUNT INCLUDING THE CEO 31/12/2025 31/12/2024
Number of training hours 2,824 2,196
Number of internship programs 16 17
Number of international programs 3 2
5.3 National diversity
Sofina’s commitment to diversity is reflected in the composition of our workforce and
leadership, employing people of 19 different nationalities across four offices. This diversity
is reflected across the organisation, including our Board of Directors, which comprises
8 different nationalities.
5.4 Gender diversity
BY HEADCOUNT INCLUDING THE CEO 31/12/2025 31/12/2024
% of women / men at the Leadership Council
1
33% / 67% 33% / 67%
% of women / men in the Management group
2
37% / 63% 33% / 67%
% of women / men among the employees 49% / 51% 44% / 56%
1 Following the dissolution of the Executive Committee, the Leadership Council was set up in January 2024.
2 The Management Group comprises the CEO, the Managing Directors, the Principals, the Heads of and the Managers.
As further set out in section 6.4 of the Corporate governance statement, the gender
composition of Sofina’s Board of Directors exceeds the minimum one-third gender
diversity requirement under the Belgian Companies and Associations Code.
5.5 Age diversity
BY HEADCOUNT INCLUDING THE CEO 31/12/2025 31/12/2024
At the Leadership Council
1
Percentage of employees under 30 years old 0% 0%
Percentage of employees between 30 and 50 years old 50% 50%
Percentage of employees over 50 years old 50% 50%
At the Management group
2
level
Percentage of employees under 30 years old 0% 5%
Percentage of employees between 30 and 50 years old 81% 67%
Percentage of employees over 50 years old 19% 28%
At the Sofina group level
Percentage of employees under 30 years old 18% 20%
Percentage of employees between 30 and 50 years old 61% 57%
Percentage of employees over 50 years old 20% 23%
1 Following the dissolution of the Executive Committee, the Leadership Council was set up in January 2024.
2 The Management Group comprises the CEO, the Managing Directors, the Principals, the Heads of and the Managers.
5.6 Work-life balance and employee well-being
BY HEADCOUNT INCLUDING THE CEO 31/12/2025 31/12/2024
Percentage of employees making use of structural homeworking 98% 98%
Percentage of employees taking family related leave 12% 11%
Illustrations of actions implemented to boost a cohesive work environment and support
employee resilience and health, such as volunteering and awareness-raising initiatives, are
presented in the “Our team in the community” section in Part I of this Annual Report.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
99
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Business conduct
AT SOFINA, WE ARE COMMITTED TO
UPHOLDING THE HIGHEST STANDARDS
OF BUSINESS CONDUCT, GOVERNANCE,
COMPLIANCE, ETHICS, AND INTEGRITY, AS
SET OUT IN OUR CODE OF CONDUCT. THESE
PRINCIPLES GUIDE THE WAY WE OPERATE
AND ENSURE THAT OUR ACTIVITIES ARE
CONDUCTED RESPONSIBLY, ETHICALLY, AND
TRANSPARENTLY, IN COMPLIANCE WITH
APPLICABLE LAWS AND REGULATIONS.
BY EMBEDDING STRONG GOVERNANCE
PRACTICES AND PROMOTING A CULTURE OF
ETHICAL BEHAVIOUR AND ACCOUNTABILITY
ACROSS OUR ORGANISATION, WE
BUILD TRUST WITH OUR STAKEHOLDERS
AND SAFEGUARD OUR LONG-TERM
SUSTAINABILITY. THIS COMMITMENT ALSO
EXTENDS TO OUR PORTFOLIO COMPANIES,
SUPPORTING THE PROTECTION AND
ENHANCEMENT OF THEIR REPUTATION AND
REINFORCES SOFINA’S POSITION AS A
TRUSTED AND ATTRACTIVE PARTNER FOR
INVESTORS AND TOP TALENT.
1. Corporate culture
and business
conduct policies
Our activities are carried out in accordance with our core
values and in compliance with ethical rules, applicable
laws and regulations. We also further formalised our
conduct policies in several instruments setting out our
governance, values and rules of conduct.
In 2024, Sofina undertook a comprehensive review of
its values, mission, long-term objectives, and vision. This
process included an employee survey and a series of
workshops focused on our values and ways of working.
As a result, Sofina formalised a set of core values and
operating principles, which are described in the "Sofina at
a glance" section. These core values define how we act,
make decisions, and work together to execute our strategy
and fulfil our mission. They have been communicated
across the organisation and are being embedded into
key HR processes, including job descriptions and annual
performance assessments. By doing so, Sofina aims to
ensure that all employees (both new and existing) have a
clear and shared understanding of what Sofina stands for
and how we operate.
Our Corporate Governance Charter outlines our
governance structure and the role of our governance
bodies. It shows that checks and balances have been put
in place. The Code of Conduct, further described below,
outlines the standards of conduct for Board members and
employees.
We embed high standards of business conduct within our
corporate culture and daily operations through a range of
concrete measures, including:
• leadership setting the tone from the top by actively
promoting compliance and ethical behaviour;
• the performance of anti-money laundering (“AML”)
reviews in connection with our investment activities;
• mandatory compliance training for all newcomers;
• annual AML training for directors and management of our
Luxembourg subsidiaries;
• dedicated compliance and legal support for our three
main offices;
• the availability of a whistleblowing channel to report
concerns;
• online mandatory training modules on cyber security and
data protection; and
• access to compliance policies and training materials via
our internal employee portal.
In addition, all employees, including the CEO, complete
a one-hour mandatory annual compliance training
covering topics such as business ethics, anti-bribery
and anti-corruption, AML, confidentiality, conflicts of
interest, market abuse, data protection, whistleblowing,
and general compliance awareness. Since this training
is required for everyone, it ensures that 100% of at-risk
functions are covered. Additional topical trainings are also
provided to the employees and Board members, as well
as to the directors of the subsidiaries of the Company.
Cybersecurity is also treated as a strategic priority, and
Sofina makes continuous investments in prevention,
audits, and employee education and awareness to protect
sensitive information.
We assess employees’ understanding of our rules of
conduct through a questionnaire that everyone must
complete after the mandatory annual compliance training.
2025 2024
Participation rate in the annual
compliance training
100% 100%
% of new investments subject to
AML review
100% 100%
1.1 Code of Conduct
We have adopted a Code of Conduct based on our
core values. This document reflects the Company’s core
values and defines the way in which our Board members
and employees must behave in the performance of their
duties at Sofina. It is presented to employees during their
onboarding and during the annual compliance training.
The Compliance Officer takes all necessary actions to
ensure compliance with the Code of Conduct.
As indicated in our Code of Conduct, we uphold
international conventions on human rights and labour.
Consequently, all employment relationships within the
Sofina group are maintained in compliance with the
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
100
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
applicable laws and collective labour agreements in which
human rights are embedded.
The Code of conduct mandates that all Board members
and employees must (amongst others) avoid conflicts of
interest, promote diversity, protect confidential information,
conduct transactions, business relations and agreements
on arm’s length terms, adhere to ethical principles and
prevent discrimination, unlawful behaviour, bribery or
corruption.
The Code of conduct is included in the Corporate
Governance Charter as Appendix 7.
2025 2024
# of notifications received under
the conflict of interest policy
13 11
# of notifications received under
anti-bribery and corruption
prevention policy
0 0
In 2025 Sofina has not been convicted for any violations
of anti-corruption and anti-bribery laws, and no breaches
in procedures and standards of anti-corruption and anti-
bribery have been detected.
1.2 Dealing Code
Our Dealing Code aims to prevent insider dealing,
unlawful disclosure of inside information and market
manipulation both at Sofina and at the level of the target
listed companies and listed companies in our portfolio.
It is included in our Corporate Governance Charter as
Appendix 8.
1.3 Privacy policy and
privacy charter
We have put in place a Privacy policy and a Privacy
charter to ensure compliance with the data protection
laws. The Privacy Policy is available on our website. It
informs data subjects on how we collect, handle and
process their personal data as well as about their rights in
this respect. The Privacy charter is an internal document
that provides our employees with practical measures and
instructions for handling personal data. An internal audit
was launched on our data protection policies in 2024 and
was finalised in 2025.
2025 2024
# of personal data breach
incidents
2 1
In 2025, two data breaches were notified to the
Compliance Officer. We assessed the severity of this
data breach to be low. Hence this breach did not have to
be notified to the Data Protection Authority or the data
subjects. The breaches were registered in our data breach
register.
1.4 Whistleblowing policy
We adopted a whistleblowing policy and implemented
internal reporting channels. These channels allow
employees to confidentially report breaches of our Code
of conduct - including provisions on the prevention of
bribery and corruption – as well as violations of internal
policies or applicable laws and regulations, outside of
their normal management reporting lines. The Compliance
Officer conducts a preliminary assessment of each report
and, if the concerns appear credible, refers the case to the
whistleblower committee. The whistleblower committee,
composed of the Compliance Officer, the General
Counsel and the CEO, reviews the reports and makes final
decisions. At this stage, no formal reporting channels are
available for external stakeholders. Employees who report
concerns through the internal reporting channels are
protected against retaliation in several ways: (i) reports
may be submitted anonymously; (ii) all information is kept
confidential, and the identity of the reporting individual,
as well as any information that may reveal it, is shared
only with the Compliance Officer and the whistleblower
committee; and (iii) no employee may be sanctioned,
discriminated against, or otherwise retaliated against
for having making a report in good faith and without
self-interest.
2025 2024
# of reports received through
the internal whistleblowing
channels
0 0
2. Tax governance
Sofina’s approach to tax is grounded in a commitment
to compliance, transparency, and alignment with our
corporate values and strategy. We adhere to all applicable
tax laws, regulations, and best practices across the
jurisdictions in which we operate, while maintaining a
conservative tax risk profile to safeguard our reputation.
Our robust governance framework ensures responsible
tax decision-making, proactive management of tax risks,
and integration of tax considerations into our business
strategy. As part of our commitment to corporate social
responsibility and transparency, we ensure that our tax
contributions are clearly reported, demonstrating their role
in supporting local economies. These principles guide all
entities within the Sofina group, influencing key decisions
from investment structuring to employee remuneration,
while reflecting our long-term dedication to ethical and
responsible business practices. These principles have
been reviewed and approved by the Audit Committee.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
101
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
3. Cybersecurity
In an increasingly digital and data-driven
environment, cybersecurity remains a strategic
priority for Sofina. We are committed to
protecting the integrity, confidentiality, and
availability of our information assets, including
the personal data of our portfolio companies,
employees and other stakeholders, as well as
the data that underpins our use of artificial
intelligence (“AI”).
Our cybersecurity framework is aligned
with recognised international standards and
industry best practices. We have implemented
layered technical and organisational controls
to protect against unauthorised access, data
breaches and other cyber threats, including
those amplified by the misuse of AI. We are
progressively deploying advanced security
solutions, such as AI assisted threat detection
and monitoring, to improve our ability to
identify, prevent and respond to potential
incidents in a timely manner.
We conduct regular security audits,
penetration tests and vulnerability
assessments to identify, prioritise and
remediate risks. Our employees receive
recurring cybersecurity and data protection
trainings, including awareness on the secure
and responsible use of AI tools, to ensure they
remain vigilant and equipped to recognise and
prevent emerging threats.
We recognise that cybersecurity is a
continuous journey of improvement rather
than a one-off exercise. We therefore continue
to invest in our capabilities, our technology
and our governance framework to uphold a
high level of protection for our information
assets.
Despite these efforts, no security measures
are completely infallible. We encourage all
stakeholders to remain attentive to their own
security practices and to adopt appropriate
measures to protect their personal
information.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
102
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Content index
While Sofina is not currently subject to mandatory reporting under the Corporate Sustainability Reporting Directive (CSRD) and, for ease of reference and transparency, the table below
highlights where information comparable in nature to selected ESRS disclosures can be found throughout this section. This mapping is provided on a voluntary and indicative basis only
and should not be understood as a statement of compliance with, or reporting under, CSRD or ESRS.
ESRS INDEX TOPIC DISCLOSURE REQUIREMENT
SECTION IN THE
SUSTAINABILITY STATEMENTS
CROSS-REFERENCED STANDARDS
ESRS 2 – General disclosures
BP-1 Governance General basis for preparation of the sustainability statement Overview, sec. 1
BP-2 Governance Disclosures in relation to specific circumstances Overview, sec. 2 ISSB/TCFD, IFRS S1
GOV-1 Governance
The role of the administrative, management and supervisory
bodies
Governance, sec 1
SASB FN-IB-330a.1, SASB FN-IB-330a.1,
ISSB/TCFD, IFRS S1, CSRD LSME S1-10
GOV-2 Governance Due diligence Governance, sec. 3
GOV-3_29 Governance
Incentive schemes and remuneration policies linked to
sustainability matters for members of administrative, management
and supervisory bodies exist
Governance, sec. 2
SBM-1 Strategy Strategy, business model and value chain Strategy, sec. 1 ISSB/TCFD
SBM-2 Financial
Incorporation of Environmental, Social, and Governance Factors
in Investment Banking & Brokerage Activities
Strategy, sec. 2
SBM-3 Strategy
Material impacts and risks and their interaction with strategy and
business model
Double materiality
assessment (Part I)
IFRS S1, ISSB/TCFD
IRO-1 Strategy Processes to identify and assess material impacts and risks
Double materiality
assessment (Part I)
IRO-2 Strategy
Disclosure Requirements in ESRS LSME covered by the
undertaking’s sustainability statement
Overview, sec. 1 - Content
index
IRO-3 Strategy Policies, Actions and Targets
Environmental and Social
information, sec. 2-4
IRO-4 Strategy Targets in relation to sustainability matters
Environmental and social
information, sec. 2-4
ESRS E1 – Climate change
E1 Environment Climate change
Environmental information,
sec. 1
ISSB/TCFD
E1-1 Environment Energy
Environmental information,
sec. 5.1
ISSB/TCFD
E1-2 Environment GHG
Environmental information,
sec. 5.2
ISSB/TCFD
E1-3 Environment GHG removals and carbon credits
Environmental information,
sec. 6
ISSB/TCFD
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
103
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
ESRS INDEX TOPIC DISCLOSURE REQUIREMENT
SECTION IN THE
SUSTAINABILITY STATEMENTS
CROSS-REFERENCED STANDARDS
ESRS S1 - Own workforce
S1-1 Social Characteristics of the undertaking’s employees Social information, sec. 5 SASB FN-IB-330a.1
S1-2 Social
Characteristics of non-employees in the undertaking’s own
workforce
Social information, sec. 2
S1-3 Social Collective bargaining coverage Social information, sec. 2
S1-4 Social Adequate wages Remuneration report (Part II)
S1-5 Social Social protection
Remuneration report (Part II)
and sec. 3.8
S1-10 Social Diversity metrics Social information, sec. 2-5 CSRD ESRS GOV-1, SASB FN-IB-330a.1
S1-11 Social Work-life balance metrics
Social information, sec. 3
and 5.6
ESRS G1- Business conduct
G1-1 Business conduct Management of relationships with suppliers Business conduct, sec. 1.1.
G1-2 Business conduct Anti-corruption and anti-bribery Business conduct, sec. 1.1. SASB FN-IB-510a.1, FN-IB-510a.2
Entity specific
N /A
Responsible
investment
Revenue from (1) underwriting, (2) advisory and (3) securitisation
transactions incorporating integration of environmental, social
and governance (ESG) factors, by industry
Strategy, sec. 5 FN-IB-410a.2
N /A
Responsible
investment
(1) Number and (2) total value of investments and loans
incorporating integration of environmental, social and governance
(ESG) factors, by industry
Strategy, sec. 5 FN-IB-410a.3
N /A
Responsible
investment
Description of approach to incorporation of environmental,
social and governance (ESG) factors in investment banking and
brokerage activities
Strategy, sec. 2 and 5 FN-IB-510b.1
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
104
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Overview
Governance
Strategy
Environmental information
Social information
Business conduct
Content index
Financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Financial
statements
CONSOLIDATED FINANCIAL STATEMENTS WITH NOTES AND
INDEPENDENT AUDITOR’S REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
105
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Consolidated financial statements
as at 31 December 2025
Sofina meets the conditions for Investment Entity status under IFRS 10, §27, which requires
that investment subsidiaries should not be consolidated and that direct subsidiaries of
a company that qualifies as an Investment Entity should be recorded at fair value in the con-
solidated financial statements, including the fair value of their equity investments and their
other assets and liabilities.
CONSOLIDATED BALANCE SHEET
IN THOUSAND EUR
ASSETS
NOTES
31/12/2025
31/12/2024
Non-current assets
10, 117 , 7 35
9 ,848,842
(In)tangible assets
8,406
Investment portfolio
3.1
10, 109 ,98 1
9 ,840,436
Investments
10,0 45 ,097
9 , 778,5 85
Receivables
64,884
61,8 51
Deferred tax assets
0
0
Current assets
2 ,0 4 9, 3 07
1,309 , 97 4
Deposits and other current financial assets
3.3
1,408,0 38
530 ,469
Receivables from subsidiaries
3.9
434,2 47
42 0, 957
Other current receivables
1,5 39
98
Ta xes
106
1,069
Cash and cash equivalents
3.4
2 05,3 77
35 7 ,381
TOTAL ASSETS
12, 167 ,0 42
11, 158,816
IN THOUSAND EUR
LIABILITIES
NOTES
31/12/2025
31/12/2024
Shareholders' equity
10,842,8 72
10, 305 ,038
Share capital
3.5
85,430
79 ,73 5
Share premium
536 ,816
4,420
Reserves
10,22 0, 626
10,22 0,88 3
Non-current liabilities
1,2 94,00 1
6 9 7,7 0 2
Provisions for pensions
458
611
Other provisions
105
17
Non-current financial liabilities
3.7
1,2 93,438
6 9 7, 0 7 4
Deferred tax liabilities
0
0
Current liabilities
30 , 169
156 ,0 76
Current financial liabilities
3.7
5,2 71
2,268
Payables to subsidiaries
3.9
6, 105
138,5 35
Trade and other current payables
3.8
1 8 ,7 9 3
15,2 7 3
Ta xes
0
0
TOTAL LIABILITIES
12, 167 ,0 42
11, 158,816
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
106
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
CONSOLIDATED INCOME STATEMENT
IN THOUSAND EUR
NOTES
2025
2024
Dividend income
3.10
10 2,580
1,0 32,046
Interest income
3.11
17 ,945
22,852
Interest expenses
3.11
-11,054
-8, 795
Net result of the investment portfolio
3.1 & 3.12
50,488
356 ,290
Investments
47, 5 3 2
350, 351
Gains
319 ,22 7
928,22 4
Losses
-2 71,695
-577 ,87 3
Receivables
2,956
5,93 9
Gains
2,956
5,93 9
Losses
0
0
Other financial results
3.13
18, 942
18,500
Other income
3,6 41
2, 138
Other expenses
3.14
-69 ,535
-63, 519
RESULT BEFORE TAX
113,00 7
1,35 9, 512
Ta xes
3.15
-6
-7
RESULT FOR THE YEAR
113, 001
1,35 9 ,505
SHARE OF THE GROUP IN THE RESULT
113, 001
1,35 9 ,505
Net result per share (EUR)
1
3. 3482
40.8 942
Diluted net result per share (EUR)
2
3.2 5 71
40.0914
CONSOLIDATED STATEMENT OFCOMPREHENSIVE INCOME
IN THOUSAND EUR
NOTES
2025
2024
RESULT FOR THE YEAR
113, 001
1,35 9, 505
OTHER COMPREHENSIVE INCOME
3
Other items
0
0
Income and expenses recognised directly
in shareholders' equity and subsequently
0
0
reclassified to net revenue
Actuarial gains and losses on pension
3.6
528
-68 3
obligations
Income and expenses recognised directly in
shareholders' equity and subsequently not
reclassified to net revenue
528
-68 3
TOTAL OTHER COMPREHENSIVE INCOME
3
528
-68 3
TOTAL RECOGNISED INCOME AND EXPENSES
113, 52 9
1,358,822
(COMPREHENSIVE INCOME)
Attributable to non-controlling interests
0
0
Attributable to shareholders of the parent
113, 52 9
1,358,822
company
1 Calculation based on the weighted average number of outstanding shares (33, 7 49,069 shares as at 31 December 2025 and 33 ,2 44,429 shares as at 31 December 2024, i.e. a net change of 504,640 coming from newly issued shares and the net change in
treasury shares).
2 Calculation based on the weighted average number of outstanding diluted shares (34,69 3, 760 shares as at 31 December 2025 and 33 ,910 , 170 shares as at 31 December 2024, ri.e. a net change of 78 3,5 90 coming from newly issued shares and the net
change in diluted treasury shares).
3 These items are presented net of taxes - see point 3.15 of the Notes to the consolidated financial statements.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
107
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
CHANGES IN THE CONSOLIDATED SHAREHOLDERS’ EQUITY
IN THOUSAND EUR
TREASURY NON-
NOTES
SHARE CAPITAL
SHARE PREMIUM
RESERVES
SHARESGROUP'S SHARECONTROLLING TOTAL
INTEREST
BALANCE AS AT 31/12/2023
7 9,73 5
4,420
9 ,317 ,89 3
-318, 617
9 ,083 ,431
0
9 ,083 ,43 1
Result for the year
1,35 9 ,505
1,35 9 ,505
1,35 9 ,505
Other comprehensive income
-683
-683
-683
Dividends
-111,2 36
-111,2 36
-111,2 36
Changes in treasury shares
-2, 709
-33 ,613
-36, 322
-36, 322
Other
10, 343
10, 343
10, 343
Changes in non-controlling interests
0
0
BALANCE AS AT 31/12/2024
79 ,73 5
4,420
10,5 7 3, 113
-352,2 30
10, 30 5,03 8
0
1 0,30 5,03 8
Capital increase
3.5
5, 695
532,396
0
0
538,091
538, 091
Result for the year
113, 001
113, 001
113, 001
Other comprehensive income
528
528
528
Dividends
3.5
-115, 79 3
-115, 79 3
-115, 793
Changes in treasury shares
166
-10 ,412
-10,2 46
-10,2 46
Other
12,25 3
12,25 3
12,25 3
Changes in non-controlling interest
0
0
BALANCE AS AT 31/12/2025
85,430
536 ,816
10, 583,2 68
-362, 642
10,842,8 72
0
10,842,8 72
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
108
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
CONSOLIDATED CASH FLOW STATEMENT
IN THOUSAND EUR
NOTES
2025
2024
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
3.4
35 7 ,381
198,342
Dividend income
163,2 34
12 7 ,990
Interest income
1,822
11,5 70
Interest expenses
-7 ,000
-7 , 169
Acquisitions of current financial assets (deposits of more than 3 months)
0
-75, 000
Disposals of current financial assets (deposits of more than 3 months)
75, 000
0
Acquisitions of current financial assets (treasury investment portfolio)
-1,2 38, 119
-12 5,2 82
Disposals of current financial assets (treasury investment portfolio)
305,8 70
2 07 ,305
Acquisitions of other current financial assets
0
0
Disposals of other current financial assets
12,6 70
136
Other current receipts
3, 380
4, 15 7
Administrative expenses and miscellaneous
-5 7 , 768
-44,0 31
Net taxes
0
-8
Cash flow from operating activities
-7 40, 910
99 ,668
Acquisitions of (in)tangible assets
-23
-157
Disposals of (in)tangible assets
0
0
Disposals of consolidated companies
0
0
Investments in portfolio
3.1
-494, 750
-544,400
Divestments from portfolio
3.1 & 3.12
275,533
689 ,5 95
Movements in other non-current assets
0
0
Cash flow from investing activities
-219 ,2 4 0
145, 038
Capital increase
3.5
538, 091
0
Acquisitions of treasury shares
-105,8 7 3
-93,9 81
Disposals of treasury shares
95, 117
5 7,9 5 1
Dividends paid
3.5
-115, 792
-111,2 36
Movements in receivables from subsidiaries
-2 01,32 6
-7 4,62 8
Movements in payables to subsidiaries
5,422
136,226
Receipts from financial liabilities
592,506
4 0,0 00
Repayments of financial liabilities
0
-40, 000
Cash flow from financing activities
808, 146
-85,668
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR
3.4
205 ,3 77
357 ,381
For Sofina, the primary revenue generator is the evolution of the NAV
(a non-monetary item that appears in the income statement but not in the
consolidated cash flow statement). In this context, cash flows related to
portfolio investments and divestments, which are not revenue generators, are
considered to be part of investing activities and not of operating activities.
It should be remembered that the management cash flow statement (in trans-
parency) is available in point 2.1 of the Notes to the consolidated financial
statements.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
109
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
110
Notes to the consolidated financialstatements
The notes to the consolidated financial statements are grouped in three sections, providing
the following information:
1. Statement of compliance and accounting policies – includes the statement of compliance,
accounting policies and significant changes.
2. Key management information and segment reporting – includes segment information
and reconciliations to the financial statements as well as information on the portfolio in
transparency (as if the group were applying the consolidation principles).
3. Notes to the financial statements as an Investment Entity – includes the notes to the
consolidated financial statements of Sofina as an Investment Entity.
1. Statement of compliance and accounting principles
Sofina SA is a public limited liability company incorporated under Belgian law, with its registered
office at rue de l’Industrie, 31, 1040 Brussels.
The consolidated financial statements of the Sofina group as at 31 December 2025 were
approved by the Board of Directors held on 26 March 2026. They were prepared in accordance
with IFRS (International Financial Reporting Standards) as adopted in the European Union.
ACCOUNTING PRINCIPLES
The standards, amendments and interpretations published but not yet effective in 2025 have
not been adopted in advance by the Sofina group (see point 3.22 below).
The valuation and consolidation principles, methods and techniques used in these consoli-
dated financial statements are identical to those applied by the Sofina group when preparing
the consolidated financial statements for the year ended 31 December 2024.
A summary of the main accounting policies is presented in point 3.22 below.
2. Key management information and segment reporting
2.1 SEGMENT INFORMATION - RECONCILIATION WITH FINANCIAL
STATEMEN TS
IFRS 8 on operating segments requires Sofina to present segments on the basis of reports
presented to management for the purpose of making decisions about resources to be allocated
to each segment and assessing the performance of each segment.
Sofina SA is the parent company of the Sofina group. The investments in portfolio managed
by the group are held by the parent company, Sofina SA, either by owning shares directly
in portfolio investments or by investing in them through its investment subsidiaries. When
preparing the financial statements as an Investment Entity, the fair value of the shares held
directly at the parent company level (in portfolio investments or in investment subsidiaries)
is recorded as an asset in the balance sheet. By contrast, segment management information
(based on internal reporting) is prepared on the entire portfolio in transparency (i.e. on all
portfolio investments wherever they are held in the Sofina group legal structure), and thus on
the basis of the total fair value of each portfolio investment ultimately held in companies or
in funds. The presentation of dividends or cash flows follows the same logic.
To reconcile the items related to the group’s total portfolio with the financial statements, the
information is presented as follows:
• Total – which represents the total of the investment portfolio (the total of the three investment
styles covered by Sofina Direct and Sofina Private Funds) on the one hand and the items not
allocated to the investment styles (i.e. expenses and income or other balance sheet items
not monitored in a segmented way per investment style), whether they are recognised at the
parent company level or in the Sofina SA subsidiaries, on the other;
• Items for reconciliation with the financial statements – which represent the adjustments
necessary to reconcile the details per investment style (as used internally in the day-to-day
management of the Sofina group) with the consolidated financial statements under Invest-
ment Entity status. These consist of reclassifications between both views of the portfolio (in
transparency or not), as explained in point 2.3 below;
• Financial statements – which represent the consolidated financial statements under the
Investment Entity status.
The presentation of the comprehensive income and the balance sheet is aggregated as it
appears in the reports to management. Definitions of terms can be found in the section “Alter-
native Performance Measures and Other terms”.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
111
SITUATION AS AT 31 DECEMBER 2025
IN THOUSAND EUR
COMPREHENSIVE INCOME (2025)
SOFINA DIRECT
SOFINA PRIVATE FUNDS
TOTAL
RECONCILING ITEMS FINANCIAL STATEMENTS
Dividends
48,564
0
48,564
54,016
102,580
48,564
Sofina Growth
0
Net result of the investment portfolio
47,59 5
110,139
157,734
-107,246
50,488
-81,116
Sofina Growth
128,711
Management expenses
-90,538
21,003
-69,535
Other
1
-2,231
32,227
29,996
Total comprehensive income
113,529
0
113,529
IN THOUSAND EUR
BALANCE SHEET (31/12/2025)
SOFINA DIRECT
SOFINA PRIVATE FUNDS
TOTAL
RECONCILING ITEMS FINANCIAL STATEMENTS
Investment portfolio
5,616,028
4,893,329
10,509,358
-399,377
10,109,981
2,953,849
Sofina Growth
2,662,179
Net cash
429,627
-119,016
310,611
Gross cash
1,723,065
-119,016
1,604,049
Financial liabilities
-1,293,438
0
-1,293,438
(In)tangible fixed assets
9,660
-1,906
7,754
Other assets and liabilities
1
-105,772
520,298
414,526
NAV
10,842,872
0
10,842,872
1 This includes the deferred tax liabilities (EUR 5.17 million in the comprehensive income, representing a total amount of EUR 71,54 million in the liabilities) for the temporary tax differences recognised by some investment subsidiaries between the
carrying amount and the tax base of portfolio investments impacting their fair value recognised in Sofina SA’s investment portfolio (see point 3.15). Moreover, there are accumulated profits within Sofina Private Funds which could become taxable at a
25% tax rate in the theoretical scenario where the relevant investment subsidiaries holding such portfolio were to be liquidated and profit repatriated to their Sofina parent companies, which will however not materialise in the current going-concern
context. Depending on the theoretical scenarios considered (such as a sale or a liquidation of Sofina Private Funds), 0% to 61% of the Net Asset Value of the investment subsidiaries holding Sofina Private Funds could become taxable at 25%.
However, these hypothetical taxes have not been recognised because the trigger events are under the control of Sofina SA, and moreover not probable. Furthermore, the investment subsidiaries of Sofina SA do not recognise deferred tax assets for
tax losses carried forward because their recovery is not considered probable. Here also, since there is no deferred tax asset recognised by the investment subsidiaries in this respect, their fair value is not impacted.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
112
The management cash flow statement below provides cash flow information in transparency for all group subsidiaries.
IN THOUSAND EUR
MANAGEMENT CASH FLOW STATEMENT (2025)
SOFINA DIRECT
SOFINA PRIVATE FUNDS
GROSS CASH
FINANCIAL LIABILITIES
NET CASH
Net cash at the beginning of the year
1,031,033
-697,074
333,959
Dividends
1
49,929
0
49,929
49,929
Management expenses
2
-74,197
-74,197
Investments in portfolio
-620,260
-518,492
-1,138,752
-1,138,752
Divestments from portfolio
387,941
456,868
844,809
844,809
Dividends paid
-115,792
-115,792
Other items
-7,562
-858
-8,420
Capital increase
538,091
538,091
Receipts from financial liabilities
595,506
-595,506
0
Repayment of financial liabilities
0
0
0
Net cash at the end of the year
1,723,065
-1,293,438
429,627
IN THOUSAND EUR
INVESTMENT PORTFOLIO BRIDGE (2025)
FAIR VALUE AT
INVESTMENTS
3
DIVESTMENTS
3
AND REVENUES
MARKET FAIR VALUE AT VALUE
FX IMPACT 4
31/12/2024 IMPACT 31/12/2025 CREATION %
CASH
NON-CASH
5
CASH
NON-CASH
5
Sofina Direct
5,331,222
619,753
4,331
-435,752
-3,489
447,410
-347,447
5,616,028
2%
Sofina Private Funds
4,723,036
518,542
7,570
-462,326
-3,627
687,430
-577,295
4,893,330
2%
Total Investment portfolio
10,054,258
1,138,295
11,901
-898,078
-7,116
1,134,840
-924,742
10,509,358
2%
1 Difference with the dividends presented in the comprehensive income is mainly due to cut-offs (i.e. differences when the declaration of a dividend and its cash impact occur in two different financial years) and withholding taxes.
2 Difference with the management expenses presented in the comprehensive income is mainly due to the non-cash expenses associated with debts towards suppliers, deferred payment of the Long-term incentive plan (LTIP) and stock options granted.
3 Excluding intragroup transfers.
4 (Fair value at the end of the year + Divestments and revenues of the year) divided by (Fair value at the beginning of the year + Investments of the year).
5 Mainly composed of a non-cash reinvestments of proceeds from a sale, escrows and cut-offs (i.e. differences when the realisation of a transaction and its cash impact occur in two different financial years).
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
113
SITUATION AS AT 31 DECEMBER 2024
IN THOUSAND EUR
COMPREHENSIVE INCOME (2024)
SOFINA DIRECT
SOFINA PRIVATE FUNDS
TOTAL
RECONCILING ITEMS FINANCIAL STATEMENTS
Dividends
57,196
2,526
59,722
972,324
1,032,046
49,852
Sofina Growth
7,34 4
Net result of the investment portfolio
862,752
523,248
1,386,000
-1,029,710
356,290
537,316
Sofina Growth
325,436
Management expenses
-84,341
20,822
-63,519
Other
1
-2,559
36,564
34,005
Total comprehensive income
1,358,822
0
1,358,822
IN THOUSAND EUR
BALANCE SHEET (31/12/2024)
SOFINA DIRECT
SOFINA PRIVATE FUNDS
TOTAL
RECONCILING ITEMS FINANCIAL STATEMENTS
Investment portfolio
5,331,222
4,723,036
10,054,258
-213,822
9,840,436
Long-term minority investments 3,069,332
Sofina Growth
2,261,890
Net cash
333,959
-146,727
187,232
Gross cash
1,031,033
-146,727
884,306
Financial liabilities
-697,074
0
-6 97,074
(In)tangible fixed assets
10,602
-2,196
8,406
Other assets and liabilities
1
-93,781
362,745
268,964
NAV
10,305,038
0
10,305,038
1 This includes the deferred tax liabilities (EUR 29.30 million in the comprehensive income, representing a total amount of EUR 66.37 million in the liabilities) for the temporary tax differences recognised by some investment subsidiaries between the
carrying amount and the tax base of portfolio investments impacting their fair value recognised in Sofina SA’s investment portfolio (see point 3.15). Moreover, there are accumulated profits within Sofina Private Funds which could become taxable at a 25%
tax rate in the theoretical scenario where the relevant investment subsidiaries holding such portfolio were to be liquidated and profit repatriated to their Sofina parent companies, which will however not materialise in the current going-concern context.
Depending on the theoretical scenarios considered (such as a sale or a liquidation of Sofina Private Funds), 0% to 59% of the Net Asset Value of the investment subsidiaries holding Sofina Private Funds could become taxable at 25%. However, these
hypothetical taxes have not been recognised because the trigger events are under the control of Sofina SA, and moreover not probable. Furthermore, the investment subsidiaries of Sofina SA do not recognise deferred tax assets for tax losses carried
forward because their recovery is not considered probable. Here also, since there is no deferred tax asset recognised by the investment subsidiaries in this respect, their fair value is not impacted.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
114
The management cash flow statement below provides cash flow information in transparency for all group subsidiaries.
IN THOUSAND EUR
MANAGEMENT CASH FLOW STATEMENT (2024)
SOFINA DIRECT
SOFINA PRIVATE FUNDS
GROSS CASH
FINANCIAL LIABILITIES
NET CASH
Net cash at the beginning of the period
893,590
-696,289
197,301
Dividends
1
57,455
2,182
59,637
59,637
Management expenses
2
-61,158
-61,158
Investments in portfolio
-566,907
-383,919
-950,826
-950,826
Divestments from portfolio
836,729
374,602
1,211,331
1,211,331
Dividends paid
-111,236
-111,236
Other items
-10,305
-785
-11,090
Repayment of financial liabilities
0
0
0
Net cash at the end of the period
1,031,033
-697,074
333,959
IN THOUSAND EUR
FAIR VALUE AT
INVESTMENTS
3
DIVESTMENTS
3
AND REVENUES
MARKET FAIR VALUE AT VALUE
INVESTMENT PORTFOLIO BRIDGE (2024) FX IMPACT 4
31/12/2023 IMPACT 31/12/2024 CREATION %
CASH
NON-CASH
5
CASH
NON-CASH
5
Sofina Direct
4,739,235
547,931
1,407
-876,520
-4,072
778,806
144,435
5,331,222
17%
Sofina Private Funds
4,189,006
386,025
20,858
-376,784
-21,586
268,113
257,404
4,723,036
11%
Total Investment portfolio
8,928,241
933,956
22,265
-1,253,304
-25,658
1,046,919
401,839
10,054,258
15%
1 Difference with the dividends presented in the comprehensive income is mainly due to cut-offs (i.e. differences when the declaration of a dividend and its cash impact occur in two different financial years) and withholding taxes.
2 Difference with the management expenses presented in the comprehensive income is mainly due to the non-cash expenses of the stock options granted
3 Excluding intragroup transfers.
4 (Fair value at the end of the year + Divestments and revenues of the year) divided by (Fair value at the beginning of the year + Investments of the year).
5 Mainly composed of a non-cash reinvestments of the proceeds from a sale, escrows and cut-offs (i.e. differences when the realisation of a transaction and its cash impact occur in two different financial years).
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
115
2.2 COMMENTS ON THE EVOLUTION OF THE PORTFOLIO IN
TRANSPARENCY
The main movements in acquisitions and disposals relating to the Sofina Direct portfolio in the
year of 2025 (with a fair value in excess of EUR 10 million) concern the following financial assets:
CORPORATE RIGHTS
% OWNERSHIP % OWNERSHIP
INVESTED
1
SOLD
1
Berry Street Health
17.96%
Cyera
0.31%
Fitshit Health Solutions (The Whole Truth)
4.51%
FNOF Champ City (Zhuoyu Technology)
40.73%
Green E Origin (Green Energy Origin)
10.04%
OrganOX
4.13%
Peak XV Partners PH Investment Holdings (PostHog)
32.14%
Proeduca Altus
17.22%
Qargo Tech
15.14%
Scalable (Scalable Capital)
6.00%
Stream Group Holdings
12.60%
bioMérieux
0.93%
GL events
7.01 %
GoldIron (First Eagle)
62.31%
IHS Holding
1.03%
Kedaara Norfolk Holdings (Lenskart)
-
OrganOX
4.13%
The main net movements of more than EUR 10 million relating to the Sofina Private Funds’
portfolio in the year of 2025 concern investments in Accel, Andreessen & Horowitz, Battery,
DST, Founders Fund and TA Associates funds, and partial disposals of HongShan, Lightspeed,
Oak, Sequoia and Thoma Bravo funds.
1 Changes in undiluted ownership percentage as at 31 December 2025 due to new acquisitions and disposals during the year. In the case of Kedaara Norfolk Holdings (Lenskart), the movement is a distribution that does not involve any disposal of
shares and therefore did not alter the ownership percentage.
2 For the definitions of levels, see point 2.3 below.
The main Sofina Direct level 1
2
investments (with a fair value in excess of EUR 10 million) held
by the Sofina group as at 31 December 2025 are as follows:
CORPORATE RIGHTS HELD
YEAR OF THE 1
ST
FAIR VALUE (IN
INVESTMENT NUMBER OF % OWNERSHIP THOUSAND EUR)
SHARES
bioMérieux
2009
1,182,513
1.00%
130,431
Honasa Consumer
2021
10,715,978
3.29%
29,049
(Mamaearth)
Luxempart
1992
1,257,500
6.07%
79,223
Pine Labs
2015
16,770,752
1.46%
38,029
The Hut Group (THG)
2016
127,494,951
7.97%
66,830
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
116
The main Sofina Direct level 2 and level 3
1
investments (with a fair value in excess of EUR 10 million)
held by the Sofina group as at 31 December 2025 are as follows:
CORPORATE RIGHTS HELD
YEAR OF THE 1
ST
INVESTMENT NUMBER OF % OWNERSHIP
SHARES
Berry Street Health
2025
4,327,974
17.96%
Biobest Group (BioFirst)
2022
162,012
11.11%
Birdie Care Services
2022
3,924,379
15.46%
Cambridge Associates
2018
24,242
23.67%
Carebridge Holdings
2016
16,837,016
4.31%
Cleo AI
2022
4,331,757
12.78%
Collibra
2021
6,936,516
2.87%
Cyera
2024
5,557,103
1.25%
Dreamplug Technologies (Cred)
2021
65,546
2.11%
Drylock Technologies
2019
169,782,750
25.00%
Everdrop
2022
5,669
10.79%
Finova Capital
2024
1,424,100
6.86%
Fitshit Health Solutions (The Whole Truth)
2025
32,072
4.51%
Grand Rounds (Included Health)
2018
11,358,956
1.81%
Grasper Global (Skillmatics)
2022
379,198
10.34%
Green Agrevolution (DeHaat)
2021
479,611
11.81%
Green E Origin (Green Energy Origin)
2023
587,008
31.64%
Hector Beverages
2015
3,576,234
17.79%
K12 Techno Services
2020
3,024,360
14.80%
Lancelot UK HoldCo (EG Software)
2024
41,914,362
15.24%
M.Chapoutier
2007
3,124
14.20%
MedGenome
2017
8,890,281
16.68%
Mistral AI
2023
1,097,282
0.31%
MNH (Mérieux NutriSciences)
2014
89,467
15.50%
Moody E-Commerce Group
2021
95,610
10.66%
Nuxe International
2019
193,261,167
49.00%
Oviva
2021
108,734
10.89%
Petkit Technology
2021
10,746,355
5.06%
Qargo Tech
2025
387,023
15.14%
Proeduca Altus
2025
7,778,588
17.22%
Rohlik
2022
52,678
8.75%
Salto Systems
2020
22,293
12.17%
1 For the definition of levels, see point 2.3 below.
Scalable (Scalable Capital)
2025
17,008
6.00%
Shenzhen Shuye Innovative Technology
2023
403,752
4.58%
(Laifen)
Stream Group Holdings
2025
5,044,005
12.60%
team.blue
2024
61,422,840
4.00%
ThoughtSpot
2017
3,263,785
2.55%
Tier Mobility (Dott)
2024
137,759
5.42%
Twin Health
2021
2,975,802
5.00%
Typeform
2022
69,208
6.93%
Veepee
2016
3,756,786
5.50%
Ver Se Innovation
2019
1,144,790
4.64%
Vinted
2019
3,260,082
3.36%
Vivobarefoot
2024
2,498,118
14.69%
ZenCore (Cayman) (ZhenGe)
2021
6,438,337
3.86%
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
117
The main Sofina Direct level 2 and level 3
1
investments (with a fair value in excess of EUR 10 mil-
lion) held through a (or several) syndication vehicle(s) gathering part of the shareholder
base as at 31 December 2025 are as follows:
CORPORATE RIGHTS HELD ESTIMATED
ECONOMIC
YEAR OF THE 1
ST
% OWNERSHIP INTEREST
INVESTMENT NUMBER OF IN THE IN THE
SHARES INTERMEDIARY UNDERLYING
INVESTMENT
VEHICLE
Aevum Investments (Xinyu)
2018
-
100.00%
4.90%
BA-K1 (Too Good To Go)
2023
1,667
89.24%
1.67%
Ergon opseo Long Term Value
2019
-
8.82%
7.28%
Fund (opseo)
FNOF Champ City (Zhuoyu
2025
1,275,073
40.73%
1.28%
Technology)
HSG Alliance D
2024
-
63.49%
2.38%
HSG Co-Investment 2016-A
2016
-
41.67%
0.18%
(ByteDance)
Iconiq Strategic Partners III
2018
-
7.15%
0.26%
Co-Invest (Series RV)
Kedaara Norfolk Holdings
2019
5,177,567
50.00%
0.30%
(Lenskart)
Lernen Midco 1 (Cognita)
2019
307,926,437
18.96%
13.41%
M.M.C. (Chapoutier)
2009
15,256
19.83%
15.33%
MxBee (BioFirst)
2022
7,820,093
26.64%
1.48%
Peak XV Partners PH
Investment Holdings
2025
18,032,142
32.14%
1.48%
(PostHog)
TA Action Holdings (ACT)
2016
19,304,057
44.44%
3.65%
The General Partners that manage investment funds on our behalf, whose individual value
exceeded EUR 10 million as at 31 December 2025 are Accel, Andreessen & Horowitz, Archi-
pelago, Ares, Ascendent, Atlantic Labs, Atomico, Bain, Battery, Bessemer, Bling, Blossom,
Bond, Chryscapital, Draper Fisher Jurvetson, DST, Felix, Formation 8, Founders Fund, Foundry,
Francisco, General Atlantic, General Catalyst, Genesis, Highland, HongShan, Iconiq, Insight,
Institutional Venture Partners, InvAscent, Kedaara, Kleiner Perkins, Lightspeed, Lux Capital,
Lyfe, Multiples, New Enterprise Associates, Northzone, OpenView, Peak XV, Phoenix Court,
Polychain, Redpoint, Ribbit, Sequoia, Singular, Source Code, Spark, Summit, TA Associates,
Thoma Bravo, Thrive, Tiger Global, Trustbridge and Venrock.
1 For the definition of levels, see point 2.3 below.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
118
2.3 INVESTMENT PORTFOLIO IN TRANSPARENCY
Main valuation rules for the investment portfolio
The Sofina group uses a fair value hierarchy that reflects the significance of the data used
for valuation purposes:
• Level 1 – Assets valued under level 1 are valued at the market price at the closing date;
• Level 2 – Assets valued under level 2 are valued based on observable data such as the
market price of the main asset held by the company;
• Level 3 – Assets valued under level 3 are valued at fair value using principles derived from
the International Private Equity and Venture Capital Valuation Guidelines (“IPEV” Valuation
Guidelines of December 2025).
For listed securities, fair value is measured using the quoted price in an active market. No
illiquidity discount is applied where any lock-up or restriction is attributable to the holder
rather than the underlying security. Unlisted securities are valued at each reporting date using
a commonly accepted valuation method in the IPEV Valuation Guidelines, or at net asset value,
as appropriate.
The different valuation methods are detailed in the table on the methods applied in accordance
with IFRS 13 to determine the fair value of unlisted level 3 assets of the investment portfolio
in transparency (Sofina Direct, i.e. Long-term minority investments and Sofina Growth, and
Sofina Private Funds). While valuations are prepared in accordance with IFRS 13, the value
realised upon exit may differ from the reported valuation.
Note that the IPEV Valuation Guidelines no longer consider the recent transaction price as
a default valuation technique but rather a starting point for estimating fair value. The recent
transaction price as a valuation technique is therefore only used when the recent transaction
is sufficiently close to the balance sheet closing date (and meets the market and market
participant criteria). It should also be noted that the context of the transaction is analysed
and could therefore consider not only the primary components of a transaction but also the
secondary components of the same transaction (e.g., retaining a blended price instead of the
primary round price only).
The principle of calibration, which consists of testing or calibrating the valuation techniques to
be used at subsequent valuation dates, using valuation parameters derived from the initial or
most recent transaction, is applied as appropriate to all our valuations of unlisted investments
(Sofina Direct, i.e. Long-term minority investments and Sofina Growth), provided that the price
of the initial or most recent transaction is representative of the fair value at the time of the
transaction and can be calibrated. The calibration makes it possible to derive from the entry
price the discount or the premium against the group of comparable companies by comparing
the rate of return expected by Sofina with the theoretical cost of capital for a given investment
in the context of the implementation of the discounted cash flow method. The calibration also
makes it possible to determine, directly at the transaction date, the discount or the premium
against the group of comparable companies in the context of the implementation of the market
multiples method. This technique explains the wide range of discounts, costs of capital or
discount factors, as these are the result of the calibration.
This being said, Sofina may revise the valuation technique from one valuation exercise to
another where circumstances so require (such as availability of a new form of information or
recent transactions) with the objective of maximising the use of observable inputs and mini-
mising the use of unobservable inputs. Valuation exercises may incorporate projected revenues,
EBITDA, or other financial metrics, public market multiples, comparable company valuations
and other measures, which are often based on unaudited information available at the time.
In this respect, the table following provides information on the methods applied in accordance
with IFRS 13 – Fair Value Measurement – to determine the fair value of unlisted level 3 assets.
It should also be noted that Sofina uses the option pricing method (OPM) to allocate the
estimated equity fair value to various classes of equity shares considering their rights and
preferences (if applicable). This allocation approach may significantly reduce the valuation
of earlier equity rounds with reduced rights and preferences compared to the latest round.
It is worth mentioning that the recent crises have heightened the uncertainty surrounding the
future performance of Sofina’s investments. This uncertainty contributes to a higher degree
of subjectivity in determining level 3 fair values within the IFRS 13 hierarchy. Consequently,
Sofina has incorporated a higher degree of vigilance into its valuation process. The following
points are particularly noteworthy:
• Particular vigilance regarding the consistency between the estimates of the portfolio com-
panies and the use of these estimates compared to the use of the multiples of comparable
companies;
• Particular vigilance regarding the validation of the most recent transaction by ensuring
that this recent transaction takes into account the current context of the economic crisis
(while respecting the other validation criteria of the most recent transaction such as being
sufficiently close to the closing date) as well as ensuring that the context of the recent
transaction is properly understood by considering both primary and secondary components
(if applicable);
• Particular vigilance regarding the financial situation of the portfolio companies (e.g., cash
burn estimates).
It should be noted that Sofina has engaged Kroll, an independent valuation firm, to assist in
the valuation of the unlisted investments within the Sofina Direct portfolio. Kroll’s assistance
does not therefore cover Sofina Private Funds. All these unlisted investments covered by Kroll’s
assistance (the “Investments”) represent 50% of the fair value of the portfolio in transparency,
as illustrated below
1
.
FAIR VALUE LONG-TERM SOFINA PRIVATE % OF KROLL
HIERARCHY MINORITY SOFINA GROWTH FUNDS COVERAGE ON
INVESTMENTS TOTAL LEVEL
Level 1
Not covered
Not covered
Not applicable
0%
Level 2
Covered
Covered
Not applicable
100%
Level 3
Covered
Covered
Not covered
52%
Total portfolio in transparency
50%
1 Covered: covered by Kroll’s assistance; Not covered: not covered by Kroll’s assistance; Not applicable: no value present at this level in the relevant investment style.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
119
This assistance included various limited procedures that Sofina identified and requested Kroll
to perform. In connection with and as a result of these limited procedures
1
, Kroll concluded
that the fair value of the “Investments”, as determined by Sofina, was reasonable.
Sofina Private Funds’ investments in venture and growth capital funds are valued on the basis
of the latest reports obtained from the General Partners of these investment funds until mid-
March, and their valuation is therefore based either on a report as at 31 December 2025 or on
a report as at 30 September 2025. The values of the reports as at 30 September 2025 are
adjusted to take into account (i) capital calls and distributions that have occurred since the date
of issuance of the last report, (ii) changes in the stock market prices of the listed companies
held by these funds and (iii) significant events that have occurred since this last valuation date
and the closing date of 31 December 2025. The values as at 31 December 2025 are not adjusted
as they reflect the fair value at the closing date. Finally, the values retained are converted into
euro using the closing exchange rate. The funds for which a purchase and sale agreement
was signed as at the date of this Annual report are valued in accordance with the terms of the
purchase and sale agreement. As at 31 December 2025, more than 62% of the Sofina Private
Funds’ fair value is based either on reports as at 31 December 2025 or valuations based on
market prices or transaction prices.
1 Limited procedures are not an audit, review, compilation or other form of examination or certification in accordance with generally accepted auditing standards. In addition, the limited procedures were not performed in anticipation of or in connection
with any investment made or contemplated by Sofina. Accordingly, any party contemplating an investment in these “Investments” or any party contemplating an investment directly in the capital of Sofina should not consider the performance of these
limited procedures by Kroll to be sufficient in light of the aforementioned investments. The results of Kroll’s analysis should not be construed as a fairness opinion on any transaction or as a statement of creditworthiness. The limited procedures
performed by Kroll are in addition to the procedures that Sofina is required to perform to estimate the fair value of the “Investments”. The result of the analyses conducted by Kroll was taken into account by Sofina in its assessment of the fair value
of the “Investments”.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
120
Methods applied in accordance with IFRS 13 to determine the fair value of unlisted level 3 assets in the investment portfolio in transparency
VALUATION TECHNIQUE
USE OF THE TECHNIQUE
SIGNIFICANT LINKS BETWEEN UNOBSERVABLE DATA
UNOBSERVABLE DATA AND FAIR VALUE
Cost of capital from The higher the cost of capital, the
calibration. lower the fair value.
Discounted Cash Flow Applied for mature companies or for companies where sufficient information is available. Terminal value based on a The higher the long-term growth rate,
model This method consists in discounting future expected cash flows. long-term growth rate. the higher the fair value.
Terminal value based on an The higher the exit multiple, the
exit multiple. higher the fair value.
Market multiples
- sales or a gross pofit
Discount
1
resulting from
or
EBITDA or earnings
In the absence of a recent transaction on the investment at the closing date and when the Discounted the calibration against The higher the discount, the lower the
multiples or a mix of Cash Flow model is not applied. The calibration principle is used to determine the discount to the group of the group of comparable fair value.
these multiples (based comparable listed companies. companies.
on comparable listed
companies) Discount factor from the The higher the discount factor, the
calibration. lower the fair value.
Probability Weighted Start-ups or “early stage” companies or certain companies for which significantly different scenarios remain Weights attributed to
Expected Returns Model possible, when other methods cannot be applied (recent transaction, Discounted Cash Flow model, market the different scenarios The higher the weight of the
or Scenario Methods multiples), are valued according to scenarios. (generally 3 to 4 scenarios, pessimistic scenario, the lower the
(PWERM) Such companies are valued on the basis of different possible future scenarios (probability–weighted fair from extremely pessimistic fair value.
value of future outcomes). to optimistic).
Exit value based on an exit The higher the exit multiple, the
multiple. higher the fair value.
This valuation method is applied to start-ups or “early-stage” companies or companies for which important
milestones must be achieved and when other methods (i.e. recent transaction, discounted cash flow model,
market multiples and PWERM) are not applicable. A discount is applied per milestone.
Such companies are valued using the milestone approach. This method consists of assessing whether there If a milestone is achieved, the more
is an indication of change in fair value based on a consideration of one or more milestones. One or several the unobservable data increases or
key milestones are commonly established in accordance with function of the stage of development of the Discount applied per decreases, the more the fair value
Milestones approach company. Milestones may include, for example, financial measures, technical measures and marketing and level according to the increases or decreases. If the first
sales measures. predefined milestones. milestone is not achieved, the more
Such companies are valued using the milestone approach. This method consists of assessing whether there the unobservable data decreases, the
is an indication of change in fair value based on a consideration of one or more milestones. One or several more the fair value decreases.
key milestones are commonly established in accordance with function of the stage of development of the
company. Milestones may include, for example, financial measures, technical measures and marketing and
sales measures.
This valuation method is based on the latest available statements from the General Partners. Fair value based on
Revalued net assets This method consists of using the reported net assets value of a fund interest which is adjusted for (i) General Partners’ reports As the unobservable data increases,
recognised at fair value the capital calls and distributions that took place after the last statement received and the measurement is considered to be the fair value increases.
date, (ii) the evolution of the listed companies held by the funds and (iii) any other significant events. The unobservable data.
underlying investments of the fund must be reported at fair value.
1 In some cases, a premium is applied against the group of comparable companies, also based on the calibration principle. In some exceptional cases, the discount is estimated on the basis of methods other than calibration.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
121
Whenever a recent and significant transaction has taken place for the investment at the balance sheet
date and provided that the transaction meets the market and market participant criteria. Note that the IPEV
Valuation Guidelines no longer consider the recent transaction price to be a default valuation technique The fair value of the most
Price of the most recent but rather a starting point for estimating fair value. The recent transaction price as a valuation technique recent transaction is As the unobservable data increases,
investment (PORI) is therefore only used when the recent transaction is sufficiently close to the closing date (and meets the considered unobservable the fair value increases.
market and market participant criteria). data.
As part of this investment technique, an investment for which a purchase and sale agreement was signed is
valued based on the terms of the purchase and sale agreement. Depending on the closing conditions set
out under purchase and sale agreement, closing probabilities can be taken into account in the valuation.
Fair value based on expert
In exceptional cases, another methodology is considered to better reflect the fair value of the investment reports is considered to As the unobservable data increases,
or a portion of the investment (e.g. an appraisal report on the value of land or property). The fair value of a be unobservable data. the fair value increases. For the yield
Other methods debt investment, in the absence of actively traded prices, is generally derived from a yield analysis taking For the yield approach approach, the higher the yield, the
into account credit quality, coupon and term as well as applying the calibration principle (yield approach). for a debt investment, the lower the fair value.
yield is considered to be
unobservable data.
Method applied to allocate the estimated equity fair value to various classes of equity shares considering their respective rights and preferences
VALUATION TECHNIQUE
USE OF THE TECHNIQUE
SIGNIFICANT UNOBSERVABLE DATA
LINKS BETWEEN UNOBSERVABLE DATA AND FAIR
VALUE
An increase of the volatility can either increase
Volatility. or decrease the fair value depending on the
Applied for companies where rights and classes of shares held.
preferences may differ significantly between the An increase of the time to expiration can either
Option pricing model (OPM) classes of shares. Applied when applicable and
Time to expiration
(e.g. time of exit or liquidity
increase or decrease the fair value depending on
relevant (e.g. different rights and preferences event). the classes of shares held.
exist per class of shares and market participant
would consider those rights and preferences). An increase of the interest rate can either
Interest rate in local currency. increase or decrease the fair value depending on
the classes of shares held.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
122
2.4 FAIR VALUE OF THE TOTAL INVESTMENT
PORTFOLIO IN TRANSPARENCY
IN THOUSAND EUR
TOTAL A S AT
LEVEL 1
LEVEL 2
LEVEL 3
31/12/2025
Investment portfolio
1
10,509,358
351,135
19,414
10,138,809
Sofina Direct
5,616,029
351,135
19,414
5,245,480
Long-term minority investments
2,953,850
283,318
0
2,670,532
Sofina Growth
2,662,179
67, 817
19,414
2,574,948
Sofina Private Funds
4,893,329
0
0
4,893,329
TOTAL A S AT
LEVEL 1
LEVEL 2
LEVEL 3
31/12/2024
Investment portfolio
10,054,258
491,443
0
9,562,815
Sofina Direct
5,331,222
491,443
0
4,839,779
3,069,332
441,219
0
2,628,113
Sofina Growth
2,261,889
50,224
0
2,211,665
Sofina Private Funds
4,723,036
0
0
4,723,036
The underlying portfolio of the funds held in Sofina Private Funds is composed of listed and
unlisted assets. The fair value of the listed assets
2
is estimated at EUR 447,224 thousand as
at 31/12/2025 and at EUR 443,073 thousand as at 31/12/2024.
During the year our investment in Kedaara Norfolk Holdings (Lenskart) was transferred from
level 3 to level 2 and our investment in Pine Labs was transferred from level 3 to level 1.
Sensitivity analysis of level 3
Level 3 consists of unlisted securities subject to price risk, but this risk is mitigated by the wide
variety of investments made by the Sofina group. The objective of long-term value creation
pursued by the Sofina group contributes towards mitigating this risk.
In the case of investments in venture and growth capital funds of Sofina Private Funds, the
General Partners may decide more quickly to modify a negative spread. Market risk may also
have an indirect impact on unlisted securities compared to securities listed on stock markets.
Moreover, liquidity risk has a greater impact on unlisted securities than on listed securities,
which can make their value difficult to estimate. This risk may have an impact on the holding
period of unlisted securities as well as on the exit price. It is difficult to quantify the influence
of these risks on unlisted securities in level 3.
1 Information on the investment portfolio in the balance sheet as at 31 December 2025 can be found under point 2.1 above.
2 Estimated fair value based on available information provided by the General Partners.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
123
Sensitivity analysis for the level 3 investment portfolio in transparency as at 31 December 2025
IN MILLION EUR
VALUATION TECHNIQUE
FAIR VALUE
OPM APPLIED?
UNOBSERVABLE DATA (WEIGHTED AVERAGE)
SENSITIVITY
IMPACT VALUE
SENSITIVITY
IMPACT VALUE
Cost of capital from calibration between 8% and 14% (13%)
+10%
-113
-10%
121
Discounted Cash Flow model
1,786
No
Perpetual growth rate not applied
+10%
0
-10%
0
Exit multiple between 6.3x and 16.6 (12.6x)
+10%
178
-10%
-178
Median peers revenue multiple between 0.7x and 6.3x (3.4x)
+10%
61
-10%
-59
Median peers gross profit multiple (5.6x)
+10%
1
-10%
-1
1,652
No
Median peers EBITDA multiple between 8.5x and 32.2x (17.9x)
+10%
87
-10%
-90
Median peers earnings multiple between 2.8x and 17.5x (16.6x)
+10%
36
-10%
-36
Discount resulting from calibration between 3% and 50%
1
(12%)
+10%
-23
-10%
25
Market multiples
Median peers revenue multiple between 0.5x and 14x (6.4x)
+10%
76
-10%
-75
Median peers gross profit multiple between 3x and 7.9x (6.2x)
+10%
5
-10%
-5
Median peers EBIT multiple (21.6x)
+10%
2
-10%
-2
1,314
Yes
Discount resulting from calibration between 3% and 61%
2
(30%)
+10%
-31
-10%
34
Volatility between 23% and 78% (45%)
+10%
1
-10%
-3
Time to expiration between 1 years and 10 years (3 years)
+10%
-3
-10%
3
Interest rate between 0% and 6% (3%)
+10%
-4
-10%
4
Probability Weighted Expected
Median peers revenue multiple (3.3x)
+10%
0
-10%
0
Returns Model or Scenario
3
No
Median peers gross profit multiple (1.1x)
+10%
0
-10%
0
Methods (PWERM)
Weight attributed to pessimistic scenarios
+10%
-1
-10%
1
Revalued net assets recognised at
4,904
No
The fair value based on General Partners’ reports is considered to be
+10%
490
-10%
-490
fair value
3
unobservable data.
Milestone approach
93
No
Discount of 20% per level (20%)
Upper level
4
0
Lower level
4
0
Price of the most recent investment
318
No
The fair value of the most recent transaction is considered to be
+10%
32
-10%
-32
(PORI) unobservable data.
Other methods
69
No
Fair value is considered to be unobservable data. For the yield
+10%
7
-10%
-7
approach, the yield is considered as unobservable data (4.9%).
Total level 3 (in transparency)
10,139
Reconciling items
-231
Total level 3 (financial statements)
9,908
The reconciling items between the presentation in transparency and the balance sheet presentation are detailed, at all levels, in point 2.1 above.
1 In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 18% to 72% (weighted average of 43%). In certain exceptional cases, the discount is estimated based on methods other than calibration.
2 In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 2% to 1,168% (weighted average of 141%). In certain exceptional cases, the discount is estimated based on methods other than
calibration.
3 Mainly concerns the portfolio of Sofina Private Funds and to a limited extent investments by Sofina Growth.
4 No lower or upper level was reached.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
124
Sensitivity analysis for the level 3 investment portfolio in transparency as at 31 December 2024
IN MILLION EUR
VALUATION TECHNIQUE
FAIR VALUE
OPM APPLIED?
UNOBSERVABLE DATA (WEIGHTED AVERAGE)
SENSITIVITY
IMPACT VALUE
SENSITIVITY
IMPACT VALUE
Cost of capital from calibration between 8% and 17% (13%)
+10%
-117
-10%
127
Discounted Cash Flow model
1,694
No
Perpetual growth rate not applied
+10%
0
-10%
0
Exit multiple between 8.6x and 17.2 (12.3x)
+10%
120
-10%
-118
Median peers revenue multiple between 0.7x and 17.6x (4.1x)
+10%
45
-10%
-45
Median peers gross profit multiple (3.7x)
+10%
0
-10%
-1
1,899
No
Median peers EBITDA multiple between 6.4x and 28.9x (14.5x)
+10%
116
-10%
-126
Median peers earnings multiple between 3.3x and 11.6x (11x)
+10%
6
-10%
-6
Discount resulting from calibration between 0% and 52%
1
(9%)
+10%
-24
-10%
24
Market multiples
Median peers revenue multiple between 0.5x and 10.7x (5.1x)
+10%
55
-10%
-66
Median peers gross profit multiple between 6x and 6.6x (6.5x)
+10%
3
-10%
-3
Median peers price earnings multiple between 16.3x and 25.9x (19.7x)
+10%
2
-10%
-2
1,080
Yes
Discount resulting from calibration between 4% and 58%
2
(24%)
+10%
-39
-10%
28
Volatility between 23% and 73% (44%)
+10%
-7
-10%
-5
Time to expiration between 0.5 years and 6.6 years (3.3 years)
+10%
-9
-10%
-2
Interest rate between 0% and 7% (4%)
+10%
-8
-10%
-3
Revalued net assets recognised at
4,761
No
The fair value based on General Partners’ reports is considered to
+10%
476
-10%
-476
fair value
3
be unobservable data.
Milestone approach
41
No
Discount of 20% per level (20%)
Upper level
4
4
Lower level
-4
Price of the most recent
17
No
The fair value of the most recent transaction is considered to be
+10%
2
-10%
-2
investment (PORI) unobservable data.
Other methods
71
No
Fair value is considered to be unobservable data. For the yield
+10%
7
-10%
-7
approach, the yield is considered as unobservable data (4.9%).
Total level 3 (in transparency)
9,563
Reconciling items
-72
Total level 3 (financial statements)
9,491
The reconciling items between the presentation in transparency and the balance sheet presentation are detailed, at all levels, in point 2.1 above.
1 In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 1% to 1.132% (weighted average of 53%). In certain exceptional cases, the discount is estimated based on methods other than calibration.
2 In some cases, a premium is applied against the group of comparable companies. The premiums applied range from 7% to 1.492% (weighted average of 176%). In certain exceptional cases, the discount is estimated based on methods other than
calibration.
3 Mainly concerns the portfolio of Sofina Private Funds and to a limited extent investments by Sofina Growth.
4 No upper level was reached.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
125
2.5 FINANCIAL RISKS IN TRANSPARENCY
Foreign exchange risk
The investment portfolio is subject, among other things, to foreign exchange risks. The main
foreign exchange risk relates to assets denominated in US dollars, British pounds, Indian
rupees, Danish kroner and Chinese yuan renminbi. For information purposes, a 10% increase
or decrease in the exchange rate (EUR to currency) of these five currencies as at 31 December
2025 would result in a variation in the fair value of the portfolio as shown in the table below:
IN MILLION EUR
USD
GBP
INR
DKK
CNY
Fair value
6,368
748
363
179
25
Exchange rate (EUR/
1.1750
0.8726
105.5965
7.4689
8.2262
currency)
Exchange rate sensitivity
-10%
+10%
-10%
+10%
-10%
+10%
-10%
+10%
-10%
+10%
Impact
+708
-579
+83
-68
+41
-33
+19
-17
+3
-2
Price risk
Price risk is defined as the risk that unfavourable changes in stock prices impact Sofina’s
portfolio. Sofina is exposed to market fluctuations in its portfolio.
The risk analysis of level 1 and level 2 investments is shown below. A variation interval of -10%
and +10% has been applied to the valuation as at 31 December 2025. This variance influences
the result.
IN MILLION EUR
LEVEL 1
LEVEL 2
Stock price sensitivity
-10%
0%
+10%
-10%
0%
+10%
Fair value
316
351
386
17
19
21
Impact
-35
0
+35
-2
0
+2
Interest rate risk and liquidity risk
The interest rate risk is the risk that the interest flow on the financial debt and the gross cash
flow may be adversely affected by an unfavourable change in interest rates. In the case at
hand, the risk is limited as the financial liabilities are mainly at fixed rates. Moreover, Sofina’s
net cash position is positive. However, Sofina has commitments to disburse funds in relation
to the Sofina Private Funds investments. Considering its positive Net cash position, the exist-
ence of bank credit lines (unused – please refer to point 3.17), the investments in shares listed
on liquid markets and therefore easily realisable (in the Sofina Direct investments and Sofina
Private Funds portfolios), and if need be the ability to transact on the secondary market for
Sofina Private Funds, the liquidity risk faced by Sofina is extremely moderate.
IN
MILLION EUR
PRIVATE FUNDS RESIDUAL COMMITMENT BRIDGE
31/12/2025
31/12/2024
Beginning of the year
1,422
1,300
New commitments
598
420
Investments
-511
-406
Other
1
15
33
FX impact
-195
75
End of the year 2
1,329
1,422
Credit risk
The credit risk is the counterparty risk on gross cash. It is mitigated by an adequate coun-
terparty diversification (credit rating and duration, counterparty, issuer, sector limit exposure).
Concentration risk
The 10 largest investments of Sofina Direct represent 29% of the fair value of the portfolio
in transparency
3
:
1
HSG Co-Investment 2016-A (ByteDance)
2
Lernen Midco 1 (Cognita)
3
Nuxe International
4
Drylock Technologies
5
Proeduca Altus
6
Cambridge Associates
7
Vinted
8
MNH (Mérieux NutriSciences)
9
Salto Systems
10
Lancelot UK HoldCo (EG Software)
1 This category mainly comprises recallable distributions, disposals and termination of funds with residual uncalled commitments.
2 Additional residual commitments in relation to Sofina Direct investments of EUR 6 million as at 31 December 2025 and of EUR 6 million as at 31 December 2024 bring the total uncalled commitments to EUR 1,329 million and
EUR 1,422 million respectively .
3 Listed in decreasing order of fair value as at 31 December 2025 (portfolio in transparency). The ranking of our Sofina Direct investments does not take into consideration indirect exposures on these entities, held through some funds
of Sofina Private Funds.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
126
It should be noted that:
• the 4 largest investments of Sofina Direct represent more than 15% but less than 20% of
the total portfolio in transparency
1
.
• the 6 largest investments of Sofina Direct represent more than 20% of the total portfolio in
transparency
1
.
• out of the above-listed investments taken individually, Bytedance
2
is the sole asset repre-
senting more than 5% of the fair value of the portfolio in transparency
1
.
There are no dominant positions. The level 3 investments in the top 10 are valued according
to the Discounted Cash Flow model, market multiples or the most recent transaction method
as described in point 2.3 above.
The 10 largest General Partners of Sofina Private Funds represent 22% of the fair value of
the portfolio in transparency
3
:
1
Sequoia Capital
2
Lightspeed
3
HongShan
4
Peak XV
5
Andreessen Horowitz
6
Battery
7
Insight Partners
8
Thrive Capital
9
Thoma Bravo
10
Iconiq Capital
War in Ukraine
As per ESMA’s recommendation of 14 March 2022 Public Statement of 13 May 2022 on Impli-
cations of Russia’s invasion of Ukraine on annual financial reports, and Public Statement of
28 October 2022 on the European common enforcement priorities for 2022 annual financial
reports, Sofina can confirm that it has very limited specific exposure to the Ukraine crisis,
which has had no material direct impact on its activities. The group is not impacted by the
economic sanctions enforced by the European Union. Sofina Direct portfolio companies with
notable operations or exposure in Ukraine or Russia and Belarus represent less than 3%
of
the total portfolio’s fair value in transparency as at 31 December 2025. Sofina Private Funds is
marginally exposed to underlying companies with some presence in Ukraine or in Russia and
Belarus, which are estimated to represent a small proportion of total number of companies in
the underlying portfolio. General Partners have investigated their potential Russian ties includ-
ing tracing Russian money in their investors base and they have not reported any significant
issue in this respect. The main potential economic consequences of the Ukraine crisis on the
portfolio are not specific in nature as they relate to its impact on raw material prices including
energy, potential supply chain disruptions, concerns about an increasing risk of cyber-attacks
and more generally, the macroeconomic impact on GDP growth, inflation and interest rates. A
large number of portfolio companies and General Partners and their employees are engaged
in a variety of initiatives to support Ukraine in line with that which Sofina has been doing.
1 Largest investments in terms of representation in the fair value of the portfolio in transparency. Listed in decreasing order of fair value at 31 December 2025 (portfolio in transparency). The ranking of our Sofina Direct investments does not take into
consideration indirect holdings in these entities through certain partnerships of Sofina Private Funds.
2 Sofina values its holding in HSC Co-Investment 2016-A on the basis of the market multiples valuation method with an illiquidity discount. Its holding in ByteDance at Sofina Private Funds level is valued on the basis of the latest reports (where the
information is available) obtained from the General Partners.
3 Largest General Partners in terms of estimated representation of their funds in the fair value of Sofina’s portfolio in transparency. Listed in decreasing order of fair value at 31 December 2025.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
127
2.6 GEOGRAPHICAL, SECTORAL AND STRATEGY SPLIT OF
THE PORTFOLIO IN TRANSPARENCY 
Portfolio split by geographic region
1
IN MILLION EUR
31/12/2025
31/12/2024
GEOGRAPHIC PORTFOLIO FAIR RESIDUAL PORTFOLIO FAIR RESIDUAL
REGION VALUE
COMMITMENTS
2
VALUE COMMITMENTS
Sofina Direct
Western Europe
3,566
63%
3
51%
3,209
60%
3
50%
North America
604
11%
2
35%
690
13%
2
33%
Asia
1,446
26%
1
14%
1,422
27%
1
17%
Other
0
0%
0
0%
10
0%
0
0%
Total Sofina Direct
5,616
100%
6
100%
5,331
100%
6
100%
Sofina Private
Funds
Western Europe
489
10%
187
14%
467
10%
202
14%
North America
3,293
67%
855
64%
3,045
64%
885
62%
Asia
1,111
23%
287
22%
1,211
26%
335
24%
Total Sofina Private
4,893
100%
1,329
100%
4,723
100%
1,422
100%
Funds
TOTAL SOFINA DIRECT AND SOFINA PRIVATE FUNDS
Western Europe
4,055
39%
190
14%
3,676
37%
205
14%
North America
3,897
37%
857
64%
3,735
37%
887
62%
Asia
2,557
24%
288
22%
2,633
26%
336
24%
Other
0
0%
0
0%
10
0%
0
0%
TOTAL OF THE
PORTFOLIO
3
10,509
100%
1,335
100%
10,054
100%
1,428
100%
Split of Sofina Direct by sector
3
IN MILLION EUR
31/12/2025
31/12/2024
SECTOR
PORTFOLIO FAIR VALUE
PORTFOLIO FAIR VALUE
Consumer and retail
1,470
26%
1,431
27%
Digital transformation
1,989
35%
1,623
30%
Education
757
14%
590
11%
Healthcare and life sciences
689
12%
708
13%
Sustainable supply chains
261
5%
346
7%
Other
450
8%
633
12%
Total
5,616
100%
5,331
100%
Split of Sofina Private Funds by strategy
IN MILLION EUR
31/12/2025
31/12/2024
PORTFOLIO FAIR RESIDUAL PORTFOLIO FAIR RESIDUAL
STRATEGY 4
VALUE COMMITMENTS VALUE COMMITMENTS
Venture capital
3,592
74%
785
59%
3,345
71%
825
58%
Growth equity
1,094
22%
462
35%
1,106
23%
494
35%
LBO
200
4%
74
6%
258
6%
95
7%
Other
7
0%
8
0%
14
0%
8
0%
Total
5
4,893
100%
1,329
100%
4,723
100%
1,422
100%
1 Based on the portfolio in transparency considering the country of the main or historical headquarters of the investment.
2 These amounts come mainly from subscriptions to investments by Sofina Private Funds amounting to EUR 1,329 million (see point 3.17 below). These commitments are subscribed by Sofina SA or by its investment subsidiaries (seen in transparency).
3 Based on the fair value of the Sofina group’s investments as at 31 December 2025 and as at 31 December 2024 (portfolio in transparency – see point 2.4 above).
4 Sofina is committed to responding to capital calls by certain private funds (see point 3.17 below).
5 Information on the Sofina Private Funds portfolio shown in the balance sheet as at 31 December 2025 can be found under point 2.1 above.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
128
Portfolio split by vintage
IN MILLION EUR
31/12/2025
31/12/2024
PORTFOLIO FAIR RESIDUAL PORTFOLIO FAIR RESIDUAL
VIN TAG E 1
VALUE COMMITMENTS VALUE COMMITMENTS
Sofina Direct
0-3
1,803
32%
0
0%
1,602
30%
0
0%
4-7
2,307
41%
3
50%
2,097
39%
3
50%
8-10
1,257
22%
3
50%
1,229
23%
3
50%
>10
249
5%
0
0%
403
8%
0
0%
Total Sofina Direct
5,616
100%
6
100%
5,331
100%
6
100%
Sofina Private Funds
0-3
1,326
27%
1,079
81%
1,295
27%
1,204
84%
4-7
2,178
44%
185
14%
2,008
43%
151
11%
8-10
1,005
21%
39
3%
916
19%
36
3%
>10
384
8%
26
2%
504
11%
31
2%
Total Sofina Private Funds
4,893
100%
1,329
100%
4,723
100%
1,422
100%
TOTAL SOFINA DIRECT AND SOFINA PRIVATE FUNDS
0-3
3,129
30%
1,079
81%
2,897
29%
1,204
84%
4-7
4,485
43%
188
14%
4,105
41%
154
11%
8-10
2,262
21%
42
3%
2,145
21%
39
3%
>10
633
6%
26
2%
907
9%
31
2%
TOTAL OF THE
PORTFOLIO
2
10,509
100%
1,335
100%
10,054
100%
1,428
100%
1 Sofina is committed to responding to capital calls by certain private funds (see point 3.17 below).
2 Information on the Sofina Private Funds portfolio shown in the balance sheet as at 31 December 2025 can be found under point 2.1 above.
3. Notes to the financial statements
as an Investment Entity
3.1 INVESTMENT PORTFOLIO
IN THOUSAND EUR
31/12/2025
31/12/2024
Investments
Net value at the beginning of the year
9,778,585
8,548,378
Acquisitions during the year
494,511
1,695,170
-289,312
-616,927
Changes in unrealised gains in profit and loss
303,423
434,329
Changes in unrealised losses in profit and loss
-242,110
-282,365
Net value at the end of the year = 1
10,045,097
9,778,585
Receivables
Net value at the beginning of the year
61,851
62,066
Acquisitions during the year
75
71
0
-4,984
Changes in unrealised gains in profit and loss
2,956
4,723
Changes in unrealised losses in profit and loss
0
0
Changes in accrued interest not yet due
2
-25
Net value at the end of the year = 2
64,884
61,851
Net value = 1 + 2
10,109,981
9,840,436
The difference between the amount of acquisitions during the year (EUR 494,586 thou-
sand) and the amount of portfolio investments in the consolidated statement of cash flows
(EUR 494,750 thousand) is mainly due to a non-cash investment and a deferred payment
of 2025 for a total amount of EUR 164 thousand. The difference between the amount of the
disposals during the period (EUR 289,312 thousand) and the amount of the divestments
shown in the consolidated cash flow statement (EUR 275,533 thousand) is mainly due to the
capital gains and losses realised on these divestments amounting to EUR -13,782 thousand.
In addition, the capital gains and losses realised (EUR -13,782 thousand) combined with the
changes in un realised capital gains and losses (EUR -170,940 thousand) form the net result
of the investment portfolio (see point 3.12 below).
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
129
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
3.2 CLASSIFICATION OF FINANCIAL INSTRUMENTS
IN THOUSAND EUR
BOOK VALUE
FAIR VALUE
BOOK VALUE
FAIR VALUE
IFRS 9 CLASSIFICATION TOTAL A S AT
LEVEL 1
LEVEL 2
LEVEL 3
TOTAL A S AT
LEVEL 1
LEVEL 2
LEVEL 3
31/12/2025 31/12/2024
Investment portfolio
10,109,981
202,068
0
9,907,913
9,840,436
349,851
0
9,490,585
Investments
Fair value through profit and loss
10,045,097
202,068
0
9,843,029
9,778,585
349,851
0
9,428,734
Receivables
Designated at fair value through profit and loss
64,884
0
0
64,884
61,851
0
0
61,851
Receivables from subsidiaries
1
Designated at fair value through profit and loss
434,247
0
434,247
0
420,957
0
420,957
0
Deposits and other current
1,408,038
0
1,408,038
0
530,469
0
530,469
0
financial assets
Deposits
Designated at fair value through profit and loss
0
0
0
0
75,000
0
75,000
0
Current financial investments
Fair value through profit and loss
1,398,672
0
1,398,672
0
451,925
0
451,925
0
Other receivables
Designated at fair value through profit and loss
9,366
0
9,366
0
3,544
0
3,544
0
Cash and cash equivalents
Designated at fair value through profit and loss
205,377
0
205,377
0
357,381
0
357,381
0
Non-current financial liabilities
At amortised cost
1,293,438
0
1,258,271
0
697,074
0
634,375
0
Current financial liabilities
At amortised cost
5,271
0
5,271
0
2,268
0
2,268
0
Other current receivables
At amortised cost
1,540
0
1,540
0
98
0
98
0
Payables to subsidiaries
1
Designated at fair value through profit and loss
6,105
0
6,105
0
138,535
0
138,535
0
Trade and other current payables
At amortised cost
18,793
0
18,793
0
15,273
0
15,273
0
During the year, the were no level transfers.
The fair value of the items of the investment portfolio can be prioritised as follows:
Assets valued under level 1 are valued at the stock market price at the balance sheet closing
date. Level 2 data are data on the assets or liabilities other than listed prices included in level
1 data which are observable either directly or indirectly. Level 3 data are unobservable data
on the assets or liabilities.
Direct shareholdings in investment subsidiaries are considered to be level 3 and are valued
based on the fair value of their own portfolio (level 1, 2 or 3) and the fair value of their other
assets and liabilities. A detailed description of the valuation methods and the sensitivity of the
fair value is given in points 2.3 and 2.4 above. The portfolio held in transparency is described
under point 2.2 above.
The fair value of the other financial instruments has been determined using the
following methods:
• for short-term financial instruments, such as trade receivables and payables, the fair value
is considered not to be significantly different from the carrying amount at amortised cost;
• for short-term loans and borrowings, such as deposits or receivables from or payables to
subsidiaries, the fair value is considered not to be significantly different from the carrying
amount at amortised cost;
• for long-term loans, the fair value of a debt investment, in the absence of actively traded
prices, is generally derived from a yield analysis taking into account credit quality, coupon
and term as well as applying the calibration principle;
1 Receivables from and payables to subsidiaries are designated at fair value but as they are very short-term receivables and payables, there is no change in fair value to record.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
130
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
• for foreign exchange rate or interest rate derivatives, fair value is determined based on models
that discount future cash flows based on future interest rate curves or foreign exchange
rates or other forward prices.
Financial risks
A description of the financial risks can be found in point 2.5 above.
Details of movements for financial investments recognised at fair value in level 3
IN THOUSAND EUR
INVESTMENT PORTFOLIO
31/12/2025
31/12/2024
Net value at the beginning of the period
9,490,585
8,228,868
Acquisitions during the year
494,585
1,623,915
-135,564
-547,501
Changes in unrealised gains in profit and loss
296,759
430,738
Changes in unrealised losses in profit and loss
-238,454
-245,411
Changes in accrued interest not yet due
2
-24
Transfer to level 3
0
0
Transfer from level 3
0
0
Net value at the end of the period
9,907,913
9,490,585
3.3 DEPOSITS AND OTHER CURRENT FINANCIAL ASSETS
IN THOUSAND EUR
31/12/2025
31/12/2024
Deposits
1
0
75,000
Current financial investments
1,398,672
451,925
Other receivables
9,366
3,544
Deposits and other current financial assets
1,408,038
530,469
Current financial assets are measured at fair value through profit and loss.
3.4 CASH AND CASH EQUIVALENTS
IN THOUSAND EUR
31/12/2025
31/12/2024
Bank and cash
18,376
44,238
Short-term investments and deposits
187,001
313,143
Cash and cash equivalents
205,377
357,381
Cash and cash equivalents consist of bank balances, cash on hand and investments in money
market instruments with a maximum term of three months.
3.5 SHARE CAPITAL
IN THOUSAND EUR
SHARE CAPITAL
TR EASURY SHARES
NUMBER OF AMOUNT OF NUMBER OF AMOUNT OF
SHARES CAPITAL SHARES CAPITAL HELD
Balances as at 31/12/2023
34,250,000
79,735
1,052,928
2,451
Changes during the year
0
0
143,245
334
Balances as at 31/12/2024
34,250,000
79,735
1,196,173
2,785
Changes during the year
2,446,428
5,695
39,130
91
Balances as at 31/12/2025
36,696,428
85,430
1,235,303
2,876
The subscribed and fully paid-up capital consists of ordinary shares without nominal value.
On 7 October 2025, Sofina carried out a capital increase for a total amount of EUR 545,553 thou-
sand, resulting in the issuance of 2,446,428 shares fully paid upon subscription. In accordance
with the terms of the transaction, EUR 5,695 thousand was allocated to share capital, while
the remaining EUR 539,858 thousand was recorded as share premium, an amount reduced to
EUR 538,091 thousand after deducting transaction costs of EUR 7,462 thousand.
The owners of ordinary shares are entitled to receive dividends and are entitled to one
vote per share at the Company’s general meetings of shareholders. The gross dividend
for the financial year 2024, paid in 2025, was EUR 3. 50 per share, i.e. a total gross amount
of EUR 115,792 thousand. As at 31 December 2025, Sofina SA held 1,235,303 own shares,
compared with 1,196,173 own shares held as at 31 December 2024. During the year 2025,
189,068 own shares were acquired, and 236,640 own shares were disposed of. The proposed
gross dividend for the year 2025 is EUR 3.66 per share.
1 Long-term deposits with 32 days’ notice.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
131
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
3.6 RETIREMENT COMMITMENTS AND SIMILAR BENEFITS
Sofina SA provides retirement and death benefits which are financed through group insurance
contracts of the “defined benefit”, “defined contributions” and “cash balance” types.
The benefits granted to employees in the cash balance pension plan are capitalised at a return
of three percent. The pension plan is financed through a group insurance plan with collective
capitalisation in branch 23, whose assets are mainly invested in investment funds. The assets
of the pension plans are not invested in the Sofina securities.
There are only two members continuing the “defined benefit” plan.
The “cash balance” and “defined contributions” plans are subject to a guaranteed minimum
return and are therefore considered as “defined benefit” plans under IAS 19. They have been
valued using the “Traditional Unit Credit” method without forecasting future premiums. The
“defined benefit” plan has been valued on the basis of the “Projected Unit Credit” method (in
application of IAS 19).
The pension plan at Sofina Invest and Sofina Capital in the Grand Duchy of Luxembourg is a
“defined contributions” plan with no minimum return guaranteed by the employer. There is no
similar pension plan provided by Sofina Asia in Singapore. The related cost of the Luxembourg
companies’ plan is not reflected directly in the result of Sofina as an Investment Entity, but
in the result of these subsidiaries, which are included in the accounts of Sofina at fair value.
IN THOUSAND EUR
31/12/2025
31/12/2024
Amounts recognised in the balance sheet
“Defined benefit" plan
1
Present value of the pension obligations
6,462
6,678
Amount not recognised as asset
0
0
Fair value of the assets
-6,005
-6,145
Net present value of the pension obligations
457
533
“Defined contributions" plan
Present value of the pension obligations
4,611
4,348
Amount not recognised as asset
0
0
Fair value of the assets
-4,611
-4,270
Net present value of the pension obligations
0
78
“Cash balance" plan
Present value of the pension obligations
11,288
9,683
Amount not recognised as asset
1,899
1,911
Fair value of the assets
-13,187
-11,594
Net present value of the pension obligations
0
0
Total of the plans
Present value of the pension obligations
22,361
20,709
Amount not recognised as asset
1,899
1,911
Fair value of the assets
-23,803
-22,009
Net present value of the pension obligations
457
611
Fair value of the assets
Heritage collective investment fund
14,599
12,961
Assets managed by the insurer
9,204
9,048
Fair value of the assets
23,803
22,009
Movements of the liabilities during the year
Net liabilities at the beginning of the year
611
675
Amount recognised in equity
-528
683
Net income or expense recognised in the income statement
2,122
1,420
Contributions paid
-1,748
-2,167
Amount recognised at the end of the year
457
611
Pension cost recognised in the income statement
Current service cost
-2,110
-1,415
Net interest on pension obligations
5
4
Interest income
0
0
Administration costs
-17
-9
Reversal of past service costs
0
0
Recognised actuarial gains (-) / losses (+)
0
0
Net expense
-2,122
-1,420
1 These amounts include the obligations and assets relating to the “defined benefit” pension plans for members who have chosen to continue their career in these plans, but also the obligations and historical assets of these same plans for all those who
have chosen to move to the “cash balance” plan.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
132
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Pension expenses are included in the Other expenses in the income statement.
IN THOUSAND EUR
31/12/2025
31/12/2024
Main actuarial assumptions at the end of the year
Discount rate
1
“Defined benefit" plans
- Old plan
3.40%
3.15%
- New plan
3.90%
3.45%
“Defined contributions" plans
- Old plan
3.36%
3.15%
- New plan
3.60%
3.25%
“Cash balance" plan
3.95%
3.45%
Salary increase rate
5.00%
5.00%
Inflation rate
2.00%
2.00%
Mortality table
MR-5/FR-5
MR-5/FR-5
Change of the present value of pension benefits
Present value of benefits at the beginning of the year
20,709
21,862
Service cost (employer)
2,110
1,414
Service cost (employee)
82
104
Interest cost
657
898
Benefits paid during the year
-963
-3,040
Taxes on contributions paid
-208
-258
Actuarial gain (-) / loss (+) for the year
2
-26
-271
Past services cost (+) and reversal (-)
0
0
Present value of promised benefits at the end of the year
22,361
20,709
Change in fair value of the assets in the plans
Fair value of the assets in the plans
at the beginning of year
22,009
21,368
Benefits paid during the year
-963
-3,040
Contributions received during the year (employer)
1,748
2,167
Contributions received during the year (employee)
82
103
Interest income
728
912
Taxes on contributions paid
-208
-258
Administration costs
-17
-9
Return in excess of interest income
440
883
Actuarial gain (+) / loss (-) related to experience adjustments
-16
-117
Present value of the assets in the plans at the end of the year
23,803
22,009
Personnel costs
40,529
35,908
Average number of full-time equivalent employees, incl. the
CEO
Employees
19
18
Management staff
28
27
47
45
3.7 FINANCIAL LIABILITIES
IN THOUSAND EUR
31/12/2025
31/12/2024
Bonds issued
1,293,438
697,074
Non-current financial liabilities
1,293,438
697,074
Bank loans
0
0
Current financial liabilities
3
5,271
2,268
Current financial liabilities
5,271
2,268
The details of the bonds issued are as follows:
IN THOUSAND EUR
ISSUE DATE MATURITY INTEREST RATING NOMINAL LISTED /
31/12/2025
31/12/2024
DAT E RATE AMOUNT UNLISTED
23/09/2021
23/09/2028
1.000%
N /A
700,000
Listed
697,857
697,074
13/11/2025
1
13/11/2033
3.707%
A-
600,000
Listed
595,581
0
1,300,000
1,293,438
697,074
On 13 November 2025, Sofina issued senior unsecured bonds for a nominal amount of
EUR 600 million maturing in 2033.
On 24 September 2025, Sofina obtained a long-term Investment Grade “A-“ issuer credit
rating from S&P with stable outcome.
The cumulated fair value of the bonds amounts to EUR 1,258 million as at 31 December
2025 (EUR 634 million as at 31 December 2024).
1 A sensitivity analysis of + or - 0.25% is applied to the discount rates, which would have an impact on the present value of EUR -197 thousand and EUR +211 thousand.
2 Changes in demographic assumptions (EUR -325 thousand), changes in financial assumptions (EUR 296 thousand) and changes in experience assumptions (EUR 54 thousand).
3 Composed of accrued interest related to the bonds (see point 3.7 above).
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
133
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
3.8 TRADE AND OTHER CURRENT PAYABLES
IN THOUSAND EUR
31/12/2025
31/12/2024
Trade payables
3,365
2,768
Wage and social security payables
13,293
10,
662
Other miscellaneous liabilities
449
593
Dividends relating to previous years
863
862
Miscellaneous taxes
823
388
Trade and other current payables
18,793
15,273
3.9 RECEIVABLES FROM AND PAYABLES TO SUBSIDIARIES
IN THOUSAND EUR
31/12/2025
31/12/2024
Receivables from subsidiaries
1
434,247
420,957
Debts to subsidiaries
2
-6,104
-138,535
Receivables from and debts to subsidiaries
428,143
282,422
Sofina SA has signed revolving credit facilities agreements with commitment with several of
its subsidiaries. The loans thereby granted by Sofina SA to these subsidiaries bear interest at
Euribor +3 months plus a margin.
With regard to its payables (deposits made by subsidiaries), Sofina SA remunerates them at
a market deposit rate that is reviewed regularly.
3.10 DIVIDENDS
IN THOUSAND EUR
2025
2024
Dividends received from non-consolidated related
80,770
1,013,276
companies
Dividends received from associated companies
7,500
5,614
Dividends received from other companies
14,310
13,156
Dividends
3
102,580
1,032,046
3.11 INTEREST INCOME AND EXPENSES
IN THOUSAND EUR
2025
2024
Interest on non-current assets
764
796
Interest on receivables from subsidiaries
4
11,289
11,228
Interest on current assets
5,891
10,828
Interest on debts to subsidiaries
-270
-841
Interest to banks
0
-169
Interest on other liabilities
5
-10,784
-7,785
Interest income and expenses
6,890
14,057
3.12 NET RESULT OF THE INVESTMENT PORTFOLIO
Realised capital gains on investments mainly come from sales of shares in a company active
in the field of active health risks prevention.
Realised capital losses on investments come mainly from the sale of shares in a company
active in asset management.
Unrealised capital gains on investments mainly come from investments in companies active in
the fields of education, personal hygiene products and active health risks prevention, electronic
access solutions and our subsidiaries (Sofina Invest and Sofina London).
Unrealised capital losses on investments mainly relate to our holding in our subsidiaries (Sofina
Capital, Sofina Ventures, Sofina US, Sofina Asia) and in companies active in biological crop
protection and in online education.
1 The amount for 2025 consists of money lent to subsidiaries under revolving credit facilities for EUR 430,980 thousand and trade receivables from subsidiaries for an amount of EUR 3,266 thousand.
2 The amount for 2025 consists of deposits made by subsidiaries for an amount of EUR 5,514 thousand, trade payables to subsidiaries for an amount of EUR 590 thousand,
3 Difference compared with the dividends presented in the consolidated cash flow statement is mainly due to cut-offs between declaration and payment periods or to withholding taxes.
4 For details, see point 3.9 above.
5 Composed of accrued interest related to the bonds (see point 3.7 above).
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
134
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
IN THOUSAND EUR
2025
2024
Investments
Results realised upon disposals
-13,782
198,386
Capital gains
15,803
240,454
Capital losses
-29,585
-42,068
Unrealised results
61,314
151,965
Capital gains
303,423
434,329
Capital losses
-242,109
-282,364
Total investments
47,53 2
350,351
Receivables
Results realised upon disposals
0
1,215
Capital gains
0
1,215
Capital losses
0
0
Unrealised results
2,956
4,724
Capital gains
2,956
4,724
Capital losses
0
0
Total receivables
2,956
5,939
Net result of the investment portfolio
50,488
356,290
3.13 OTHER FINANCIAL RESULTS
IN THOUSAND EUR
2025
2024
Foreign exchange results
-773
-243
Results on other current assets
19,715
18,743
Other financial results
18,942
18,500
3.14 OTHER EXPENSES
IN THOUSAND EUR
2025
2024
Other financial expenses
-3,356
-3,588
Services and other goods
-19,407
-20,497
Remuneration, social security charges and pensions
-40,529
-35,908
Miscellaneous
-6,243
-3,526
Other expenses
-69,535
-63,519
Services and other goods mainly comprise consultancy services received.
3.15 TAXES
IN THOUSAND EUR
INCOME TAXES
2025
2024
Current tax expense (+) / income (-)
6
7
Deferred tax expense (+) / income (-)
0
0
6
7
Reconciliation between current tax expense (+) / income
(-) and accounting profit
Accounting profit before taxes
113,006
1,359,512
Taxes calculated at 25%
28,252
339,878
Impact of different tax rates used in other countries
0
0
Impact of tax exemption of net unrealised capital gains
and
investments under Investment Entity status
non-deductibility of net unrealised capital losses on
1,727
18,655
Impact of tax exemption of capital gains and reversals of
impairments and non-deductibility of capital losses and
impairments on investments
-5,215
-101,040
Impact of the exemption of dividends received
-25,319
-257,795
Impact of tax adjustments relating to prior years
0
0
Other tax adjustments (disallowed expenses)
561
309
Deferred tax expense (+) / income (-)
0
0
Income tax expense (+) / income (-)
6
7
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
135
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
As a holding company, Sofina is fully exempt from tax on most of its income (dividends and
capital gains). This tax regime applicable to holding companies was introduced notably in
Belgium and in Luxembourg in order to avoid double taxation, a principle guided by the
European Parent-Subsidiary Directive. No deferred tax liability is therefore recognised for
unrealised capital gains on investments. However, there are a few investments for which a tax
on capital gain in the country of residence of the investee company can apply in specific sit-
uations encountered by some of Sofina’s investment subsidiaries. The impact of the deferred
tax liabilities for the temporary tax differences recognised by such investment subsidiaries
between the carrying amount and the tax base of such portfolio investments is reflected in
their fair value. At 31 December 2025, this impact amounts to a total of EUR 71.54 million.
Furthermore, Sofina does not meet the conditions to fall within the scope of the Council
Directive (EU) 2022/2523 of 14 December 2022 on ensuring a global minimum level of tax-
ation for multinational enterprise groups and large-scale domestic groups in the European
Union, introducing the so-called Pillar Two rules. Such rules apply to multinational groups
whose ultimate parent entity reports an annual consolidated revenue of EUR 750 million or
more in at least two of the four preceding fiscal years immediately preceding the tested fiscal
year. Under the Investment Entity status and applicable consolidation method, Sofina does
not meet the required criteria to fall in scope of such Pillar Two rules. There is therefore no
deferred taxes to recognise in this respect.
The reserves of Sofina SA include temporary differences arising from tax-exempt income prior
to 1990 and tax rules applicable at that time. No deferred tax liability is recognised because
Sofina SA is able to control the timing of the reversal of such temporary differences and it is
probable that the temporary difference will not reverse in the foreseeable future. In this respect,
at 31 December 2025, the deferred tax liabilities not recognised amount to EUR 48.78 million
(EUR 54.28 million in 2024).
Sofina SA does not recognise deferred tax assets for tax losses (and dividend-received-de-
duction) carried forward indefinitely, as their recovery is considered uncertain in the foresee-
able future. As at 31 December 2025, these unrecognised deferred tax assets amount to EUR
7.65 million (EUR 6.80 million in 2024).
As outlined in point 2.1 above, there are also accumulated profits within Luxembourg invest-
ment subsidiaries holding Sofina Private Funds which could, in certain unlikely scenarios (over
which Sofina SA retains control), become subject to taxation at a rate of 25%. Consequently,
no deferred tax liability is recognised in respect of these amounts.
Since Sofina does not consolidate its investment subsidiaries and portfolio companies, it does
not account for the taxes paid or borne by those entities. Additionally, as a holding company,
Sofina does not recover most of the VAT borne, which constitutes a final cost for the group.
Consequently, the totals or items presented in the tables above and below (“Income taxes”
and “Other taxes”) do not reflect the actual tax contributions borne by the Group.
IN THOUSAND EUR
OTHER TAXES
2025
2024
Various taxes related to tangible assets
242
168
Non-deductible VAT
3,470
2,587
Annual tax on securities accounts
421
90
Tax on stock exchange transactions
22
22
Other taxes
52
50
3.16 PUBLIC AID
A subsidy of EUR 349,000 was granted in 2005 by the Brussels-Capital Region. This is a
regional contribution to the costs of renovation work on the facades of the mansion where
Sofina has its headquarters.
A subsidy of EUR 56,000 was granted in 2013 by the Brussels-Capital Region. This is a regional
contribution to the costs of renovation work on the facade of our building on Boulevard
d’Anvers.
A subsidy of EUR 60,000 was granted in 2016 by the Brussels-Capital Region. This is a regional
contribution to the costs of renovation work on the facades of the building where Sofina has
its headquarters.
3.17 OFF-BALANCE SHEET RIGHTS AND COMMITMENTS
IN THOUSAND EUR
31/12/2025
31/12/2024
FOREIGN EUR FOREIGN EUR
CURRENCY CURRENCY
EUR
75,376
70,443
Investment portfolio, uncalled
CAD
41
25
93
62
committed amounts
1
USD
1,452,707
1,236,346
1,381,084
1,329,371
GBP
12,310
14,108
23,291
28,089
CNY
70,000
8,509
0
0
1,334,364
1,427,965
Obtained credit lines
1,375,000
1,185,000
Used amount
0
0
Unused amount
1,375,000
1,185,000
Credit lines granted to the
investment subsidiaries
875,000
875,000
Used amount
391,062
218,410
Unused amount
483,938
656,590
1 These amounts come mainly from subscriptions to investments by Sofina Private Funds amounting to EUR 1,329 million (see point 2.6 above). These commitments are subscribed by Sofina SA or by its investment subsidiaries (considered in transparency).
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
136
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
As a reminder, Sofina has pre-emptive or preferential subscription rights in certain investments
of its portfolio (considered in transparency) and these are conditional to an increase in the
capital of the portfolio company concerned or to the sale by a shareholder of its shares in
the company. The other rights obtained relate essentially to the possibility for Sofina and its
investment subsidiaries to follow a shareholder who sells all or part of its investment (tag-along
right). The commitments given by Sofina and its investment subsidiaries relate to follow-on
obligations (transfer of shares) in the event of the disposal by certain shareholders of their
shares (drag-along right). The total fair value of the investments concerned by these com-
mitments amounts to EUR 4,227,836 thousand.
3.18 RELATED PARTY TRANSACTIONS
IN THOUSAND EUR
ASSETS AND LIABILITIES
31/12/2025
31/12/2024
Long-term receivables from non-consolidated related
0
0
companies
Short-term receivables from non-consolidated related
434,247
420,957
companies
Payables to non-consolidated related companies
-6,105
-138,535
RESULTS FROM RELATED PARTY TRANSACTIONS
2025
2024
Dividends received from non-consolidated related companies
80,770
1,013,276
Dividends received from associated companies
7,500
5,614
Interest received from non-consolidated related companies
11,289
11,228
Interest paid to non-consolidated related companies
-270
-841
Services provided to non-consolidated related companies
3,289
1,827
Services received from non-consolidated related companies
-1,447
-1,268
Compensation of key executives
1
Gross fixed compensation
2,241
2,585
Gross variable compensation
4,285
3,269
Director’s fees
2,539
2,263
Group insurance, hospitalisation and healthcare
925
517
Share-based payment expenses
5,340
4,296
Data related to significant off-market transactions between
related parties
Nihil
Nihil
The receivables from and payables to non-consolidated related companies consist mainly
of loans and deposits between Sofina and its subsidiaries. Their remuneration methods are
detailed in point 3.9 above.
The services provided mainly include investment services and investment advisory services
relating to investment opportunities and portfolio investments held by the service recipient.
The services received consist mainly of cash management services.
Sofina is the guarantor of the commitments of its non-consolidated related companies (i.e.
its subsidiaries).
Shareholding structure
Union Financière Boël SA, Société de Participations Industrielles SA and Mobilière et Immo-
bilière du Centre SA form a consortium within the meaning of Article 1:19 of the BCAC (together
the “Reference Shareholder”).
Based on the latest communication by the Reference Shareholder to the Company dated
20 August 2025, made in accordance with Article 74 of the Law of 1 April 2007 on public take-
over bids, the companies forming the Reference Shareholder held on 7 october 2025 shares
in the Company as set out in the table below:
NUMBER OF % OWNERSHIP
SHARES
Union Financière Boël SA
8,225,068
22.41%
Société de Participations Industrielles SA
9,092,485
24.78%
Mobilière et Immobilière du Centre SA
2,717,108
7.40%
Sub-total of the reference Shareholder
20,034,661
54.60%
Sofina SA (treasury shares)
1,149,306
3.13%
Tot a l
21,183,967
57.73%
As at 31 December 2025 Sofina held 1,235,303 treasury shares representing 3.37% of its
share capital.
Auditors fee
IN THOUSAND EUR
2025
2024
Audit services performed by the Auditors
119
115
Other audit services performed by the Auditors
173
16
Other non-audit services performed by the Auditors’ network
0
0
Audit services performed by the Auditors’ network
760
412
Tax advisory services
0
0
1 Following the dissolution of the Executive Committee, the Leadership Council was established in January 2024, initially comprising four members (excluding the CEO) and five members as of 1 July 2024. As of 1 January 2025, the remuneration of the CEO
and the other members of the Leadership Council was revised, with a reduction in base salary and the introduction of a short-term incentive (“STI”). The reduced base salary combined with the STI at target is equivalent to the previous base salary.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
137
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
3.19 EMPLOYEE STOCK OPTION PLANS
Nature and scope of the agreements
Sofina offers stock option plans on Sofina shares to members of the Sofina group personnel
1
.
These options are exercisable at the earliest on 1
st
January of the fourth calendar year following
the year in which the offer was made, and at the latest until the eve of the tenth anniversary
of the offer date.
The option plans are settled exclusively in existing Sofina shares.
The Company ensures that it holds the necessary number of own shares at all times to cover
the various option plans.
OPTIONS GRANTED
NUMBER
WEIGHTED AVERAGE
EXERCISE PRICE (IN EUR)
Exercisable as at 31/12/2024
391,500
196.06
Outstanding as at 01/01/2025
990,341
236.50
Granted
2
during the year
190,605
219.61
Exercised during the year
-36,705
158.15
Renounced during the year
0
0.00
Expired during the year
-10,500
342.40
Outstanding as at 31/12/2025
1,133,741
222.15
Exercisable as at 31/12/2025
507,845
254.35
The weighted average share price at the exercise date of options exercised during the year
was EUR 260,36.
The range of exercise prices of the 1,133,741 options outstanding as at 31 December 2025 is
EUR 127.38 to EUR 383.21 (see table below) and the weighted average remaining contractual
life is seven years with a range of zero to nine years to exercise the options.
RANGE OF EXERCISE PRICE OF THE OPTIONS GRANTED
NUMBER
WEIGHTED AVERAGE
EXERCISE PRICE (IN EUR)
101
EUR to 150 EUR
44,550
127.38
151
EUR to 200 EUR
384,236
189.92
200
EUR to 250 EUR
515,905
219.84
350
EUR to 400 EUR
189,050
383.21
Options outstanding as at 31/12/2025
1,133,741
Calculation of the value
Weighted average value of options granted
2
in 2025: EUR 74.75. The valuation model used
is the Black-Scholes model. The weighted averages of the main parameters used for the
calculations are:
UNDERLYING RISK-FREE EXPECTED TIME TO
YEAR SHARE PRICE DIVIDEND YIELD INTEREST RATE VOLATILITY MATURITY
(IN EUR) (IN YEARS)
2025
219.61
1.44%
2.83%
27.63%
6.6
Volatility has been calculated on the basis of historical movements in the Sofina share price
over the past 6.6 years (corresponding to the average time maturity of the plans).
Effect on the result
The 2025 expense related to the stock option plans amounts to EUR 12,253 thousand (EUR
10,343 thousand in 2024).
3.20 POST-CLOSING DATE EVENTS
Since the start of 2026, we have continued our investment and divestment activity. Nota
-
ble transactions include investments in Cerealis, the leading Portuguese player in the food
products sector, and XBOW, a US-based AI-powered offensive security company. We also
increased our investments in The Whole Truth, India’s largest and fastest-growing clean-label
food brand, and PETKIT
³, a fast-growing pet care company in China. Furthermore, we mone-
tised part of our investment in opseo, a company active in the ambulatory healthcare sector,
through a partial exit.
1 Employees and the Chief Executive Officer.
2 Grant date on the last day of the sixty-days acceptance period.
3 A transfer agreement has been signed, but the transaction has not yet been completed.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
138
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
3.21 LIST OF SUBSIDIARIES AND ASSOCIATED COMPANIES
CORPORATE RIGHTS HELD
CORPORATE RIGHTS HELD
NAME AND HEADQUARTERS
LINK
NUMBER OF SHARES % OWNERSHIP AS AT NUMBER OF SHARES % OWNERSHIP AS AT
31/12/2025 31/12/2024
A. INVESTMENT SUBSIDIARIES - AT FAIR VALUE
Global Education Holding SA
Indirect
277,262
82.01
277,262
82.01
12, rue Léon Laval - LU-3372 Leudelange
Sofina Asia Private Ltd.
Direct
2,295,000
100
1,995,000
100
108
Amoy Street # 03-01 - SG-069928 Singapore
Sofina Capital SA
Direct
5,872,576
100
5,872,576
100
12, rue Léon Laval - LU-3372 Leudelange
Sofina Global SA SIF
Indirect
17,500,000
100
17,500,000
100
12, rue Léon Laval - LU-3372 Leudelange
Sofina Invest SA
Direct
30,000
100
30,000
100
12, rue Léon Laval - LU-3372 Leudelange
Sofina London Limited
Direct
4,350,000
100
50,000
100
7th Floor, 50 Broadway - London SW1H 0DB - United Kingdom
Sofina Private Equity SA SICAR
Indirect
5,910,000
100
5,910,000
100
12, rue Léon Laval - LU-3372 Leudelange
Sofina US, LLC
Direct
802,000
100
802,000
100
160
Federal Street, 9th floor - MA 02110 Boston - USA
Sofina Ventures SA
29, rue de l’Industrie - 1040 Brussels - Belgium
Direct
11,709
100
11,709
100
Company number 0423 386 786
B. ASSOCIATED COMPANIES - AT FAIR VALUE
Cambridge Associates
Indirect
24,242
23.67
24,242
23.89
125
High Street - MA 02110 Boston - USA
Dott HoldCo
Indirect
17,371,386
24.98
10,143,368
24.98
Diemenstraat 292 - 1013 CR Amsterdam - Netherlands
Drylock Technologies
Spinnerijstraat 12- 9240 Zele - Belgium
Direct
169,782,750
25.00
169,782,750
25.00
Company number 0479 766 057
Green E Origin (Green Energy Origin)
Indirect
587,008
31.64
400,737
29.44
4, rue du Fort Wallis - LU-2714 Luxembourg
MXP Prime Platform (SellerX)
Indirect
1,284,209
26.75
1,284,209
26.09
Jägerstraße 41 - 10117 Berlin - Germany
Nuxe International
Indirect
193,261,167
49.00
193,261,167
49.00
127, rue d’Aguesseau - 92100 Boulogne-Billancourt - France
Considering Sofina’s compliance with the conditions laid down in Article 70 of the Luxembourg law of 19 December 2002, Luxembourg subsidiaries (except Sofina Private Equity SA SICAR
and Sofina Global SA SIF) may be exempted from certain provisions relating to the publication of their statutory annual accounts.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
139
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
3.22 SUMMARY OF MATERIAL ACCOUNTING POLICIES
The following new standards and interpretations became effective in 2025:
• Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates: Lack of Exchange-
ability (applicable for annual periods beginning on or after 1
st
January 2025),
The application of these standards and interpretations does not, however, have any material impact on
the financial statements of Sofina.
Sofina has not anticipated the application of the new and amended standards and interpretations not
yet applicable for the annual period beginning on or after 1
st
January 2025:
• IFRS 18 - Presentation and Disclosure in Financial Statements (applicable for annual periods
beginning on or after 1
st
January 2027, but not yet endorsed in the EU);
• IFRS 19 - Subsidiaries without Public Accountability – Disclosures (applicable for annual
periods beginning on or after 1
st
January 2027, but not yet endorsed in the EU);
• Amendments to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments
(applicable for annual periods beginning on or after 1
st
January 2026, but not yet endorsed
in the EU);
• Annual Improvements – Volume 11 (applicable for annual periods beginning on or after 1
st
January 2026, but not yet endorsed in the EU);
• Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity
(applicable for annual periods beginning on or after 1
st
January 2026, but not yet endorsed
in the EU); and
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a
Hyperinflationary Presentation Currency (applicable for annual periods beginning on or after
1
st
January 2027, but not yet endorsed in the EU).
The future application of these new standards and interpretations is not expected to have a
significant impact on the consolidated financial statements.
Basis of evaluation
The IFRS consolidated financial statements are prepared on the basis of fair value through
profit and loss except for trade and employee receivables and payables, which are measured
at amortised cost.
In order to reflect the significance of the data used in fair value measurements, the Sofina
group classifies these measurements into a hierarchy consisting of the following levels:
• Level 1: listed prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2: data other than listed prices included in level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices);
• Level 3: data for the asset or liability that are not based on observable market data (unob-
servable data).
Consolidation principles
In accordance with its status as an Investment Entity, Sofina does not consolidate its subsid-
iaries and does not apply IFRS 3 when it acquires control of another entity.
An exception to this is made for subsidiaries that only provide services related to Sofina’s
investment activities. These subsidiaries are fully consolidated.
Investments in other subsidiaries, which do not exclusively provide services related to Sofina’s
investment activities, are also measured at fair value through profit and loss in accordance
with IFRS 9.
Investments in which Sofina exercises significant influence are also measured at fair value
through profit and loss in accordance with IAS 28, §18 and IFRS 9.
The list of subsidiaries and associated companies is presented above under point 3.21. This
list does not include companies in which Sofina holds more than 20% of the capital without
exercising significant influence, because, for example, it has neither a representative mandate
on the board of directors nor veto rights (other than the usual protective rights, for reorgan-
isations, capital increases, etc.).
Transactions in foreign currencies
Transactions in foreign currencies are accounted for at the exchange rate in force on the date
of the transaction.
The impact of foreign exchange is recognised in the income statement under “Other financial
income and expenses”.
Monetary assets and liabilities denominated in foreign currencies are translated at closing
rates. Exchange differences arising from these transactions, as well as exchange differences
arising from the translation of monetary assets and liabilities denominated in foreign currencies,
are recognised in the income statement. Non-monetary assets and liabilities denominated in
foreign currencies are translated at the exchange rate in force on the transaction date.
The financial statements of foreign companies included in the consolidation are translated
into euros at the closing rate for balance sheet accounts and at the average exchange rate for
the year for income statement accounts. The difference resulting from the use of these two
different rates is recorded in the consolidated balance sheet under “Reserves”.
Main foreign exchange rates
31/12/2025
31/12/2024
Closing rate
1 EUR =
1 EUR =
USD
1.1750
1.0389
GBP
0.8726
0.8292
CHF
0.9314
0.9412
SGD
1.5105
1.4164
CAD
1.6088
1.4948
INR
105.5965
88.9335
CNY
8.2262
7.5833
DKK
7.4689
7.4578
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
140
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
(In)tangible fixed assets
(In)tangible fixed assets are recorded on the assets side of the balance sheet at their
acquisition or production cost, less accumulated depreciation and any impairment losses.
(In)tangible fixed assets are depreciated over their estimated useful life using the straight-
line method.
• Buildings: 30 years
• Equipment and furniture: 3 to 10 years
• Rolling stock: 5 years
• Licenses: 5 years
Investments and receivables
Investments at fair value are recorded at the transaction date and are measured at fair value.
Equity investments at fair value consist of securities that are acquired with the aim of obtaining
returns in the form of capital gains and/or investment income. They are measured at fair value
at each balance sheet date. Unrealised gains and losses are recognised directly in the income
statement. In the event of disposal, the difference between the net sale proceeds and the
carrying amount is charged or credited to the income statement.
Deposits and other current financial assets
Trade receivables are measured at amortised cost. IFRS 9 requires the recognition of credit
losses on all debt instruments, loans and trade receivables on the basis of their useful life.
This impairment model under IFRS 9 is based on the anticipation of losses and does not have
a significant impact on the measurement of impairment of financial assets.
Deposits are designated at fair value through the income statement.
Receivables from subsidiaries are designated at fair value through the income statement.
Cash and cash equivalents comprise cash and term deposits with a maturity of less than
three months.
Treasury shares
Purchases and sales of treasury shares are deducted from and added to equity respectively.
Changes during the period are explained in the statement of changes in equity. No result is
recorded on these changes.
Employee benefits
The Sofina group’s employees benefit from “defined benefit”, “defined contribution” and “cash
balance” pension plans. These pension plans are financed by contributions from Sofina group
companies and subsidiaries employing staff and by contributions from the staff.
For pension plans, the cost of pension obligations is determined using the “Projected Unit
Credit” actuarial method for “defined benefit” plans and the “Traditional Unit Credit” method
for “defined contribution” and “cash balance” plans in accordance with the principles of IAS
19. The present value of the promised benefits is calculated. This calculated present value is
then compared with the existing funding and, if necessary, generates an accounting provision.
The costs established by the actuaries are themselves compared with the premiums or con-
tributions paid by the employer to the funding organisation and, if necessary, generate an
additional expense in the consolidated income statement.
The amount recognised in the balance sheet corresponds to the present value of the pension
obligations less the fair value of pension plan assets, in accordance with the principles of IAS
19. Actuarial differences, differences between the actual return on assets and the normative
return on assets, as well as the effect of the asset ceiling (excluding the interest effect) are
recognised in full in equity, without subsequent reclassification to the income statement.
Share based incentive plans granted are accounted for in accordance with IFRS 2. Under this
standard, the fair value of the options at the grant date is recognised in the income statement
over the vesting period. Options are valued using a generally accepted valuation model based
on market conditions prevailing at the time of granting.
Financial liabilities
Derivative financial instruments are initially recorded at fair value and revalued at each balance
sheet date. Changes in fair value are recognised in the income statement.
Trade payables, loans and bank overdrafts are initially measured at fair value less transaction
costs directly attributable to their acquisition or issue and subsequently measured at amor-
tised cost.
Payables to subsidiaries are designated at fair value through the income statement.
IFRS 16 – Leases: when a lease is entered into (unless it is a short-term lease or concerns a
low-value asset), a liability is recognised for the related commitment, valued at amortised cost,
and the related asset is recognised as property, plant and equipment.
Provisions
A provision is recognised when a legal or constructive obligation exists at the balance sheet
date as a result of a past event and it is probable that an outflow of resources will be required
to settle the obligation, the amount of which can be reliably estimated.
Ta xe s
Taxes include income taxes and deferred taxes. Deferred taxes are recognised in the income
statement except when they relate to items that have been recognised directly in equity, in
which case they are also recognised directly in this item.
Income taxes consist of taxes payable on taxable income for the year, together with any
adjustments relating to previous years.
Deferred taxes consist of income taxes payable or recoverable in future years in respect of
temporary differences between the carrying amount of assets and liabilities and their tax base
and in respect of unused tax loss carry forwards.
Deferred tax is not recognised on temporary differences arising from goodwill that is not
deductible for tax purposes, from the initial recognition of assets or liabilities in a transaction
that is not a business combination and affects neither accounting nor taxable profit at the
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
141
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
time of the transaction, or from investments in subsidiaries, provided it is probable that the
temporary difference will not be reversed in the foreseeable future.
Deferred taxes on unused tax losses are recognised only to the extent that taxable profits are
likely to be realised, thereby enabling the losses to be utilised.
Taxes are calculated at the tax rates that have been enacted at the closing date.
Income and expenses
Income and expenses are recognised as follows:
• The gross amounts of dividends are recognised in the income statement at the date of
allocation;
• Interest income is recognised when earned;
• Interest expense is recorded as incurred;
• Gains and losses on non-current assets and gains and losses on current assets are recog-
nised at the date of the transaction that generated them;
• Other income and expenses are recognised at the time of the transaction;
• Sofina SA provides investment management services to non-consolidated subsidiaries.
Each resulting service obligation is covered by a service contract and the related revenue
is recognised as the service obligation is fulfilled (over the term of the contract). Services
provided by non-consolidated subsidiaries to Sofina SA are treated in the same way;
• The gross amount of income and capital gains of non-consolidated foreign investments are
recognised in the income statement.
Significant accounting judgments and sources of uncertainty in accounting
estimates
The main accounting estimates relate to the valuation of the investment portfolio: the signifi-
cant assumptions and judgments are discussed in the notes on the fair value of the portfolio
under point 2.4 above.
The significant judgments made by Sofina when determining its status as an Investment Entity
relate to the assessment of the existence of a divestment strategy on portfolio investments, as
well as the assessment of this divestment strategy on investments held by subsidiaries rather
than on direct investments in these subsidiaries.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
142
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Free translation of the French original
Independent auditor’s report to the
general meeting of Sofina SA for the
year ended 31 December 2025
IN THE CONTEXT OF THE STATUTORY AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS) OF
SOFINA SA (THE “COMPANY”) AND ITS SUBSIDIARIES (TOGETHER THE “GROUP”), WE REPORT TO YOU
AS STATUTORY AUDITOR. THIS REPORT INCLUDES OUR OPINION ON THE CONSOLIDATED BALANCE
SHEET AS AT 31 DECEMBER 2025, THE CONSOLIDATED INCOME STATEMENT, THE CONSOLIDATED
STATEMENT OF COMPREHENSIVE INCOME, THE CHANGES IN CONSOLIDATED SHAREHOLDERS’ EQUITY
AND THE CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 DECEMBER 2025 AND THE
DISCLOSURES INCLUDING MATERIAL ACCOUNTING POLICY INFORMATION (ALL ELEMENTS TOGETHER THE
“CONSOLIDATED FINANCIAL STATEMENTS”) AS WELL AS OUR REPORT ON OTHER LEGAL AND REGULATORY
REQUIREMENTS. THESE TWO REPORTS ARE CONSIDERED ONE REPORT AND ARE INSEPARABLE.
WE HAVE BEEN APPOINTED AS STATUTORY AUDITOR BY THE SHAREHOLDERS’ MEETING OF 4 MAY 2023,
IN ACCORDANCE WITH THE PROPOSITION BY THE BOARD OF DIRECTORS FOLLOWING RECOMMENDATION
OF THE AUDIT COMMITTEE. OUR MANDATE EXPIRES AT THE SHAREHOLDERS’ MEETING THAT WILL
DELIBERATE ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDING 31 DECEMBER 2025.
WE PERFORMED THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP DURING
6 CONSECUTIVE YEARS.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
143
Report on the audit of the
Consolidated Financial Statements
UNQUALIFIED OPINION
We have audited the Consolidated Financial Statements of
Sofina SA, that comprise of the consolidated balance sheet
as at 31 December 2025, the consolidated income statement,
the consolidated statement of comprehensive income, the
changes in consolidated shareholders’ equity and the con-
solidated cash flow statement of the year and the disclosures
including, material accounting policy information, which show
a consolidated balance sheet total of EUR 12,167,042 thou-
sand and of which the consolidated income statement shows
a profit for the year of EUR 113,001 thousand
In our opinion, the Consolidated Financial Statements give a
true and fair view of the consolidated net equity and financial
position as at 31 December 2025, and of its consolidated
results for the year then ended, prepared in accordance
with the IFRS Accounting Standards as adopted by the Euro-
pean Union (“IFRS”) and with applicable legal and regulatory
requirements in Belgium.
BASIS FOR THE UNQUALIFIED OPINION
We conducted our audit in accordance with International
Standards on Auditing (“ISA”) applicable in Belgium. In addi-
tion, we have applied the ISA approved by the International
Auditing and Assurance Standards Board (“IAASB”) that apply
at the current year-end date and have not yet been approved
at national level. Our responsibilities under those standards
are further described in the “Our responsibilities for the audit
of the Consolidated Financial Statements” section of our
report.
We have complied with all ethical requirements that are rel-
evant to our audit of the Consolidated Financial Statements
in Belgium, including those with respect to independence.
We have obtained from the Board of Directors and the officials
of the Company the explanations and information necessary
for the performance of our audit and we believe that the audit
evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the Con-
solidated Financial Statements of the current reporting period.
These matters were addressed in the context of our audit
of the Consolidated Financial Statements as a whole and in
forming our opinion thereon, and consequently we do not
provide a separate opinion on these matters.
VALUATION OF UNLISTED INVESTMENTS
Description of the key audit matter
As described in note 2.4 (Fair Value of the total invest-
ment portfolio in transparency) of the Consolidated Finan-
cial Statements, the Group holds, in its portfolios “Sofina
Direct”, investments in unlisted companies for a total of EUR
5,245,480 thousand, which represents 43% of the total assets.
These investments are classified as “financial assets“ within
the definition of IFRS 9 – Financial Instruments, which should
be measured at fair value. The Group applies the “Interna-
tional Private Equity and Venture Capital Valuation“(“IPEV“)
guidelines in the valuation of these assets.
The company uses an independent valuation specialist to
confirm that the fair values estimated internally by the Com-
pany are appropriate and within the specialist’s own valuation
range.
The determination of the fair value of these unlisted “finan-
cial assets“, for which limited public data is available, is a key
audit matter as it depends on significant estimates and/or
judgements from the management, such as the choice of the
valuation method used and the underlying assumptions used.
This fair value therefore falls under the level 3 of the fair value
hierarchy according to IFRS 13 - Fair Value Measurement.
Summary of the procedures performed
We have analyzed the valuation process of unlisted partic-
ipations as well as the internal controls related thereto, in
particular the use of an independent specialist to confirm
the fair values estimated internally and management’s review
controls of these fair values.
We have verified the design and the operational effectiveness
of these internal controls by:
• Evaluating the independence, competence and capabilities
of the management’s valuation specialist;
• Reviewing the quality of the management’s valuation specialist
memorandum prepared twice a year;
For all unlisted participations, we investigated any change in
the valuation methodology applied by Sofina.
We have tested, on the basis of a sampling, the valuation
by Sofina of these participations focusing on the choice of
methods used as well as on the underlying assumptions. In
particular, for each selected participation in this sample:
• We obtained and reviewed the valuation note prepared by
Sofina;
• We challenged the consistency and the appropriateness
of the valuation basis selected by reviewing the valuation
methodology and valuation model adopted in accordance
with IFRS and IPEV;
• We reconciled the data used in the valuation models with
relevant and available external sources. These data include
the transaction multiples used, the published results or
information coming directly from the management of the
companies in which a participation is held;
• We challenged the key assumptions affecting these valua-
tions (multiples, peers benchmarks, discount factor…);
• We checked the reliability of the management accounts /
business plan by reviewing the back testing performed by
Sofina, in order to assess the quality of the documentation
received from the investee in the prior valuation exercises;
• We verified the mathematical accuracy of the valuation
models;
• We developed our own fair value estimation by performing
a sensitivity analysis on key estimates and compared our
results with Sofina’s valuation;
• We ensured that the percentages of ownership were cor-
rectly used in the valuation through direct confirmation.
When these confirmations were not received, we performed
alternative procedures, including the use of the latest availa
-
ble “capitalization table” as well as the most recent informa-
tion communicated by the management of the companies
in which an interest is held.
For the unlisted investments outside our sampling, we per-
formed an analytical review by comparing the fair value
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
144
change in the current year with the performance of a relevant
sectorial share price index. Differences outside a reasonable
expected range were investigated and explained.
We obtained and reviewed the year-end analysis report of the
management’s valuation specialist and verified that Sofina’s
fair values were within the range deemed acceptable by the
specialist.
Based on our sampling, when available, we compared valua-
tions with recent at arm’s length transactions and assessed
whether these transactions (including subsequent to year-
end) should imply a change in the fair value.
We discussed with the management regarding any subse-
quent events which would significantly affect participations
in the “Sofina Direct” portfolio, and assessed whether such
subsequent events were adjusting or not.
We have verified that the change in fair value of the partic-
ipations has been appropriately recognised in the income
statement.
Lastly, we have verified that the content of the note 2.4 of the
Consolidated Financial Statements relating to these unlisted
participations complied with the requirements of the relevant
IFRS standards.
RESPONSIBILITIES OF THE BOARD OF
DIRECTORS FOR THE PREPARATION OF THE
CONSOLIDATED FINANCIAL STATEMENTS
The Board of Directors is responsible for the preparation of
the Consolidated Financial Statements that give a true and
fair view in accordance with the IFRS Accounting Standards
as adopted by the European Union and with applicable legal
and regulatory requirements in Belgium and for such inter-
nal controls relevant to the preparation of the Consolidated
Financial Statements that are free from material misstatement,
whether due to fraud or error.
As part of the preparation of Consolidated Financial State-
ments, the Board of Directors is responsible for assessing
the Company’s ability to continue as a going concern, and
provide, if applicable, information on matters impacting going
concern, The Board of Directors should prepare the financial
statements using the going concern basis of accounting,
unless the Board of Directors either intends to liquidate the
Company or to cease business operations, or has no realistic
alternative but to do so.
OUR RESPONSIBILITIES FOR THE AUDIT OF
THE CONSOLIDATED FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance whether
the Consolidated Financial Statements are free from material
misstatement, whether due to fraud or error, and to express an
opinion on these Consolidated Financial Statements based on
our audit. Reasonable assurance is a high level of assurance,
but not a guarantee that an audit conducted in accordance
with the ISA will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these Consolidated
Financial Statements.
In performing our audit, we comply with the legal, regulatory
and normative framework that applies to the audit of the
Consolidated Financial Statements in Belgium. However, a
statutory audit does not provide assurance about the future
viability of the Company and the Group, nor about the effi-
ciency or effectiveness with which the board of directors
has taken or will undertake the Company’s and the Group’s
business operations. Our responsibilities with regards to the
going concern assumption used by the board of directors
are described below.
As part of an audit in accordance with ISA, we exercise pro-
fessional judgment and we maintain professional skepticism
throughout the audit. We also perform the following tasks:
• identification and assessment of the risks of material
misstatement of the Consolidated Financial Statements,
whether due to fraud or error, the planning and execution
of audit procedures to respond to these risks and obtain
audit evidence which is sufficient and appropriate to provide
a basis for our opinion. The risk of not detecting material
misstatements resulting from fraud is higher than when such
misstatements result from errors, since fraud may involve
collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control;
• obtaining insight in the system of internal controls that are
relevant for the audit and with the objective to design audit
procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effec-
tiveness of the Company’s internal control;
• evaluating the selected and applied accounting policies, and
evaluating the reasonability of the accounting estimates and
related disclosures made by the Board of Directors as well as
the underlying information given by the Board of Directors;
• conclude on the appropriateness of the Board of Directors’
use of the going-concern basis of accounting, and based
on the audit evidence obtained, whether or not a material
uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s or Group’s ability to
continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the Consoli
-
dated Financial Statements or, if such disclosures are inad-
equate, to modify our opinion. Our conclusions are based
on audit evidence obtained up to the date of the auditor’s
report. However, future events or conditions may cause the
Company to cease to continue as a going-concern;
• evaluating the overall presentation, structure and content
of the Consolidated Financial Statements, and evaluating
whether the Consolidated Financial Statements reflect a
true and fair view of the underlying transactions and events.
We communicate with the Audit Committee within the Board
of Directors regarding, among other matters, the planned
scope and timing of the audit and significant audit findings,
including any significant deficiencies in internal control that
we identify during our audit.
Because we are ultimately responsible for the opinion, we are
also responsible for directing, supervising and performing the
audits of the subsidiaries. In this respect we have determined
the nature and extent of the audit procedures to be carried
out for group entities.
We provide the Audit Committee within the Board of Directors
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 rea-
sonably be thought to bear on our independence, and where
applicable, related safeguards.
From the matters communicated with the Audit Committee
within the Board of Directors, we determine those matters that
were of most significance in the audit of the Consolidated
Financial Statements of the current period and are therefore
the key audit matters. We describe these matters in our
report, unless the law or regulations prohibit this.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
145
Report on other legal and
regulatory requirements
RESPONSIBILITIES OF THE BOARD OF
DIRECTORS
The Board of Directors is responsible for the preparation and
the content of the Board of Directors’ report on the Consol-
idated Financial Statements, and other information included
in the annual report.
RESPONSIBILITIES OF THE AUDITOR
In the context of our mandate and in accordance with the additional
standard to the ISA applicable in Belgium, it is our responsibility to
verify, in all material respects, the Board of Directors’ report on the
Consolidated Financial Statements, and other information included
in the annual report, as well as to report on these matters.
ASPECTS RELATING TO BOARD OF
DIRECTORS’ REPORT AND OTHER
INFORMATION INCLUDED IN THE ANNUAL
REPORT
In our opinion, after carrying out specific procedures on the
Board of Directors’ report, the Board of Directors’ report is
consistent with the Consolidated Financial Statements and
has been prepared in accordance with article 3:32 of the
Code of companies and associations.
In the context of our audit of the Consolidated Financial
Statements, we are also responsible to consider whether,
based on the information that we became aware of during
the performance of our audit, the Board of Directors’ report
and other information included in the annual report, being
the performance indicators (on page 37 of the annual report),
contain any material inconsistencies or contains information
that is inaccurate or otherwise misleading. In light of the
work performed, there are no material inconsistencies to be
reported.
INDEPENDENCE MATTERS
Our audit firm and our network have not performed any
services that are not compatible with the audit of the
1. Acting on behalf of a BV/SRL
Consolidated Financial Statements and have remained inde-
pendent of the Company during the course of our mandate.
The fees related to additional services which are compatible
with the audit of the Consolidated Financial Statements as
referred to in article 3:65 of the Code of companies and
associations were duly itemized and valued in the notes to
the Consolidated Financial Statements.
EUROPEAN SINGLE ELECTRONIC FORMAT
(“ESEF”)
In accordance with the standard on the audit of the con-
formity of the financial statements with the European single
electronic format (hereinafter “ESEF”), we have carried out
the audit of the compliance of the ESEF format with the reg-
ulatory technical standards set by the European Delegated
Regulation No 2019/815 of 17 December 2018 (hereinafter:
“Delegated Regulation”).
The board of directors is responsible for the preparation, in
accordance with the ESEF requirements, of the consolidated
financial statements in the form of an electronic file in ESEF
format in the official French language (hereinafter ‘the digital
consolidated financial statements’) included in the annual
financial report available on the portal of the FSMA (https://
www.fsma.be/en/stori) in the official French language.
It is our responsibility to obtain sufficient and appropriate
supporting evidence to conclude that the format and markup
language of the digital consolidated financial statements
comply in all material respects with the ESEF requirements
under the Delegated Regulation.
Based on the work performed by us, we conclude that the
format and tagging of information in the digital consoli-
dated financial statements of Sofina SA per 31 December
2025 included in the annual financial report available on
the portal of the FSMA (https://www.fsma.be/en/stori) in
the official French language are, in all material respects, in
accordance with the ESEF requirements under the Delegated
Regulation.
OTHER COMMUNICATIONS
•This report is consistent with our supplementary declaration
to the Audit Committee as specified in article 11 of the regu-
lation (EU) nr. 537/2014.
Brussels, 26 March 2026
EY Réviseurs d’Entreprises SRL
Statutory auditor
Represented by
Sarah Dupuis
1
Christophe Boschmans
1
Partner Partner
26CBO0043
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
146
Statutory financial statements of
SofinaSA and appropriation of result
Accounts as at 31 December 2025 (afterappropriation of result)
IN MILLION EUR
ASSETS 31/12/2025 31/12/2024
Fixed assets 3,663 3,433
(In)Tangible fixed assets 8 8
Financial fixed assets 3,655 3,425
Related companies 2,404 2,198
Other companies linked with
participating interest
1,022 815
Other financial fixed assets 230 412
Current assets 2,284 1,510
Amounts receivable within one year 439 425
Cash investments 1,820 1,038
Cash and cash equivalents 18 44
Deferred charges and accrued income 7 3
TOTAL ASSETS 5,947 4,943
IN MILLION EUR
LIABILITIES 31/12/2025 31/12/2024
Shareholders' equity 4,480 3,970
Share capital 85 80
Share premium 544 4
Reserves 2,394 2,392
Retained earnings 1,456 1,494
Provisions and deferred taxes 2 2
Amounts payable 1,465 973
Amounts payable after one year 1,298 697
Amounts payable within one year 162 273
Accrued charges and deferred
income
6 3
TOTAL LIABILITIES 5,947 4,943
In accordance with
Article 3:17 of the
BCAC, the accounts
presented below are
an abridged version of
the annual accounts.
The full version,
including the balance
sheet, will be filed
with the National Bank
of Belgium and is also
available at Sofina’s
registered office and
on its website. The
auditor’s opinion
on the financial
statements
is unqualified.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
147
Income statement
IN MILLION EUR
2025 2024
Sales and services 7 6
Turnover 3 2
Other operating income 4 4
Non-recurring operating income 0 0
Cost of sales and services 58 51
Services and other goods 24 22
Remuneration, social security and pensions 29 26
Provisions for liabilities and charges 0 -1
Other operating charges 6 4
0 0
Operating profit (+) / loss (-) -50 -45
Financial income 268 1,567
Recurring financial income 154 1,064
Income from financial assets 103 1032
Income from current assets 17 20
Other financial income 34 12
Non-recurring financial income 115 503
Financial charges 117 105
Recurring financial charges 14 20
Debt charges 14 9
Other financial charges 0 11
Non-recurring financial charges 103 85
Profit (+) / Loss (-) of the year before taxes 100 1,417
Ta xes 0 0
Profit (+) / Loss (-) of the year 100 1,417
Transfers from (+) / Transfers to (-) untaxed reserves 22 9
Profit (+) / Loss (-) of the year available for appropriation 124 1,426
Appropriation account
IN MILLION EUR
2025 2024
Profit (+) / Loss (-) to be appropriated 1,617 2,243
Profit (+) / Loss (-) of the year to be appropriated 123 1,426
Profit (+) / Loss (-) brought forward from the preceding year 1,494 817
Transfers from shareholders' equity 0 0
From reserves 0 0
Appropriation to shareholders' equity 24 631
To reserves 24 631
Profit (+) / Loss (-) to be brought forward 1,456 1,494
Profit to be brought forward 1,456 1,494
Profit to be distributed 137 118
Return on capital 134 116
Directors 3 2
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
148
Result appropriation
It is proposed to the Annual General Meeting of SofinaSA which will be held on 13 May 2026 to
proceed with the appropriation of the result of EUR 1,617,417 thousand as follows:
IN THOUSAND EUR
Net dividend of EUR 2.562 94,016
Withholding tax on the dividend 40,293
Directors 2,820
Legal reserve 570
Available reserves 23,247
Profit carried forward 1,456,471
1,617,417
The appropriation of the result includes the distribution of a gross dividend of EUR 3.66 per
share, representing a net dividend of EUR 2.562, meaning an increase of EUR 0.160 gross and
EUR 0.112 net compared with the previous year.
Since the treasury shares are not entitled to a dividend in accordance with Article 7:217, §3 of
the BCAC, the total dividend amount depends on the number of treasury shares held by Sofina
SA on 26 May 2026 at 11.59 pm Belgian time (i.e. the trading day before the ex-date). Accord-
ingly, the Board of Directors proposes to authorise the CEO to record the final total dividend
amount (and the resulting changes to the director’s fees and result appropriation) in the statutory
financial statements.
The maximum total amount of gross dividend proposed is EUR 134,309 thousand (36,696,428 x
EUR 3.66), including a withholding tax of EUR 40,293 thousand.
If the Annual General Meeting approves this proposal, a dividend of EUR 2.562
1
net of with-
holding tax will be paid to each share as from 29 May 2026 (ex-date: 27 May 2026 and record
date: 28 May 2026) upon detachment of coupon nr. 29.
Payments will be made in Belgium by Euroclear Belgium.
1 The beneficiaries referred to in Art. 264, para. 1, 1° and 264/1 of the ITC, as well as foreign pension funds and approved pension savings funds and holders of a qualifying individual savings account referred to in Art. 106, para. 2, Art. 115, para. 1 and para. 2,
Art. 117, para. 2 of the RD/ITC and Art. 266, para. 4 of the ITC may receive the gross amount of coupon nr. 29, i.e. EUR 3.66, provided that they submit the required certificates no later than 5 June 2026. Beneficiaries of a double tax treaty may benefit from
a withholding tax reduction under the conditions set in said treaties.
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Consolidated financial statements
Notes to the consolidated financial
statements
Independent auditor’s report
Statutory financial statements
Alternative performance
measures and other terms
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
149
Alternative
performance
measures and
other terms
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
150
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Alternative performance
measures and other terms
Alternative performance measures
Other terms
PART III:
ABOUT THIS REPORT
Alternative performance measures (APM)
Reporting principles
In addition to the financial information prepared in accordance with International Financial
Reporting Standards (“IFRS”), Sofina uses certain performance indicators and reporting con-
cepts that are not defined by IFRS. These measures are used by the Sofina group’s management
to monitor performance, assess financial position and communicate more effectively on the
underlying economic reality of the group’s activities. In order to enhance transparency and
facilitate a proper understanding of the financial information presented, this section sets out
the reporting principles applied by Sofina and describes the alternative performance measures
(“APMs”) used by the group, explaining their purpose, calculation and relevance, together with
reconciliations to the most directly comparable IFRS measures where applicable.
APMs are defined as financial measures that are not specified by the applicable financial
reporting framework (IFRS) but are used by management to monitor the group’s performance.
They are intended to complement, and not replace, information prepared in accordance
with IFRS and may not be directly comparable with similarly named measures used by other
companies.
ANAVPS
A concept used in the calculation of the LTIP performance test. This is the adjusted NAVPS.
The ANAVPS at the beginning of each year of the cohort (four-year reference period) is
based on Sofina’s audited NAVPS as at 31 December of the previous year, minus an amount
equal to twice the gross dividend distributed in the year in question. The ANAVPS at the end
of each year of the cohort must be based on the audited NAVPS as at 31 December of that
year, reduced by an amount equal to twice the dividend distributed in that year, multiplied
by a rate equal to a maximum of (x) 0% and (y) the 12-month Euribor rate as published on
31 December of the previous year.
Average annual return
Average annual growth rate calculated on the basis of the change in equity per share (NAVPS)
during the period ending on 31 December 2025, taking into account the gross dividend per
share of Sofina. It is expressed on an annualised basis.
As an example, the average annual return over one year is calculated as follows and is based
on the “XIRR” formula in Excel:
YEAR
NAVPS
(T-1)
GROSS DIVIDEND PAID (IN EUR)
NAVPS
(T)
PERFOR-
MANCE
(IN %)
2025 311.77 3.50 305.77 -0.80%
It should be noted that Sofina’s average annual return is compared with the benchmark index
over identical periods.
Since 2016, the Company measures its long-term performance by comparing the evolution of
its NAV per share against a benchmark, the MSCI ACWI Net Total Return EUR Index. Sofina’s
NAVPS is used instead of its share price in order to better reflect management performance
and to better align with LTIP concepts.
Loan-to-value (%)
Ratio representing the group’s level of indebtedness. It is calculated as the Net debt, divided
by the total value of the portfolio in transparency. As a result, the Loan-to-value ratio may be
negative when the group is in a Net cash position.
Sofina uses this measure to monitor its level of indebtedness against its conservative target
Loan-to-value ratio of 5% to 10%.
In transparency
For the purpose of preparing the Company’s financial statements and in accordance with its
status of investment entity, the fair value of the Company’s direct holdings, whether in indi-
vidual investments or in investment subsidiaries, is recognised as assets on the Company’s
balance sheet. This accounting treatment is illustrated schematically in the diagram below as
“IFRS 10 Perimeter”.
For internal management and segment reporting purposes, Sofina applies a “look-through”
approach, as if IFRS 10 had not been introduced and full consolidation were still applied in
accordance with IFRS. This allows Sofina to assess and report on any asset, liability or profit
and loss element, held directly by Sofina SA or indirectly through its investment subsidiaries
and provides a more detailed and comprehensive view of the group’s underlying exposures
and activity after elimination of intra-group transactions (such as intra-group debts, receiva-
bles, dividends and distributions between the Company and its investment subsidiaries). This
internal reporting method is referred to as “in transparency”. This principle is illustrated in the
diagram below as “Financial information in transparency”.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
151
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Alternative performance
measures and other terms
Alternative performance measures
Other terms
PART III:
ABOUT THIS REPORT
The Company’s consolidated shareholders’ equity reflects the aggregate fair value of all its
investments and corresponds to the Net Asset Value (“NAV”) of its holdings. The NAV is iden-
tical in the information prepared in accordance with IFRS 10 and in the financial information
in transparency, as each approach captures the same underlying economic value of the
investment, whether through fair value measurement of Sofina SA’s direct investments and
investment subsidiaries or through the valuation of the assets and liabilities in transparency.
Therefore, “Shareholders’ Equity”, “Net Asset Value” and “NAV” can be used interchangeably
and have the same meaning.
A detailed reconciliation from the financial information in transparency to the Consolidated
Financial Statements is set out in Note 2.1, “Segment Information – Reconciliation with Financial
Statements”, to the 2025 Consolidated Financial Statements.
Main measures “In transparency” used by Sofina, notably in the Note 2.1 to the consolidated
financial statements, include:
• Portfolio in transparency: Sum, in transparency, of “Investment portfolio”.
This measures allows the management to assess and report on the entire portfolio of invest-
ments held directly by Sofina SA and indirectly through its investment subsidiaries, and to
provide a more detailed and comprehensive view of the group’s underlying exposures, notably
segment information.
• Gross cash: Sum, in transparency, of “Cash and cash equivalents”, “Deposits” and “Cash
investments”. “Receivables from subsidiaries” are not included in Gross cash.
• Gross debt: Sum, in transparency, of “Bonds issued”, “Bank loans” and “Current financial
liabilities”. “Debts to subsidiaries” are not included in Gross debt.
• Net cash (or Net debt): Gross cash less Gross debt.
• Divestments and revenues: Sum, in transparency, of “Dividend income” (note 3.10) and
“Disposal of investments” (note 3.1), excluding dividends from and disposables of investment
subsidiaries.
• Investments: Sum, in transparency, of “Acquisition of investments” (note 3.1), excluding
acquisitions of investment subsidiaries.
Value creation (%)
Value creation corresponds to the sum of the fair value of the “Portfolio in transparency” at
the end the period plus the sum of the “Divestments and revenues” over the period, divided
by the sum of the fair value of the “Portfolio in transparency” at the beginning of the period
and the “Investments” of the period.
Sofina uses this measure to assess how much value the portfolio in transparency has generated
over a period, excluding shareholder-level effects such as dividends or management expenses.
For reconciliation with IFRS, please refer to the below reconciliation of each of its components.
INVESTMENT SUBSIDIARIES OF SOFINA SA
FINANCIAL INFORMATION IN TRANSPARENCY
SOFINA SA
IFRS 10 PERIMETER
Other
assets & liabilities
OTHER
ASSETS & LIABILITIES
Other
assets & liabilities
Other
assets & liabilities
SOFINA SA ONLY
OF SOFINA SA
IFRS 10
PERIMETER
OF THE INVESTMENT
SUBSIDIARIES
of the investments subsidiaries
Investment portfolio
INVESTMENT PORTFOLIO
Investment portfolio
Investment portfolio
Net cash/(debt)
NET CASH/(DEBT)
Net cash/(debt)
Net cash/(debt)
Other
assets & liabilities
Investment portfolio
Net cash/(debt)
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
152
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Alternative performance
measures and other terms
Alternative performance measures
Other terms
PART III:
ABOUT THIS REPORT
Other terms and definitions
• 2020 Code: 2020 Belgian Code on Corporate Governance.
• BCAC: Belgian Companies and Associations Code.
• Cash – Non-cash: Defines whether a portfolio transaction
generated a cash inflow or outflow (Cash) or not (Non-cash).
• Company: Sofina SA.
• ESG: Refers to Environmental, Social and Governance fac-
tors, as set out in Sofina’s Responsible investment policy.
• Euro Stoxx 50 Net Return Index EUR (“Euro Stoxx 50”):
Ticker used by Bloomberg (SX5T Index). This index is also
presented because of its wide use in the financial markets.
• General Partners (“GPs” or “Managers”): Specialised
teams managing private equity investment funds, focusing
on venture and growth capital funds.
• Investment Entity: Status adopted by Sofina SA since
1
st
January 2018 in application of IFRS 10, §27, which provides
that, as long as it meets the definition of an Investment Entity,
a company does not consolidate its subsidiaries (except
for subsidiaries exclusively providing services related to
investment activities). Direct subsidiaries are recorded at
fair value in the consolidated financial statements, including
the fair value of their equity investments and other assets
and liabilities (mainly intra-group debts and receivables).
The direct subsidiaries of Sofina SA are stated at fair value
through profit and loss in accordance with IFRS 9.
As required by IFRS 10, §B101, Sofina applied this accounting
treatment as of 1
st
January 2018, when it met all the criteria
of an Investment Entity, Sofina has determined that it is an
Investment Entity within the meaning of IFRS 10 because it
meets the three criteria set by the standard. In fact, Sofina:
– uses the funds of its investors (who are shareholders
of the listed company) to provide them with investment
management services;
– makes investments with the aim of obtaining returns in the
form of capital gains and/or investment income;
– monitors the performance of its investments by measuring
them at fair value.
In addition, Sofina has all the typical characteristics of an
Investment Entity as defined by IFRS 10:
– it has more than one investment;
– it has more than one investor;
– it has investors who are not related parties;
– it has ownership rights in the form of equity securities or
similar interests.
As mentioned above, Sofina SA does not consolidate its
subsidiaries (IFRS 10, §27).
• Listed: Level 1 and 2 investments as per the fair value hier-
archy defined in point 2.3 of the Notes to the consolidated
financial statements.
• LTIP: Long-term incentive plan organised within Sofina.
• MSCI ACWI Net Total Return EUR Index (“MSCI ACWI”):
Ticker used by Bloomberg (NDEEWNR Index). This index
is the benchmark used by Sofina. This benchmark is con-
sidered to be the most appropriate because of (i) Sofina’s
global investment strategy (which called for a reference
to a World Index (“WI”) for developed markets) and (ii) the
Sofina group’s investments in Asia and the rest of the world
(which justified the choice of the All Countries (“AC”) index
for emerging markets). The Company’s essentially European
shareholder base and its listing on Euronext Brussels ulti-
mately guided the choice of the euro-denominated index.
• Net Asset Value (“NAV”): Net assets or shareholder’s equity.
NAV per share (“NAVPS”) corresponds to the net assets per
share or equity per share (calculation based on the number
of outstanding shares at the end of the period).
• Other assets and liabilities: Sum of “Deferred taxes” (on the
assets side), “Other current financial assets”, “Receivables
from subsidiaries”, “Other current debtors” and “Taxes” (on
the assets side), less “Non-current provisions”, “Non-cur-
rent financial liabilities”, “Deferred taxes” (on the liabilities
side), “Payables to subsidiaries”, “Current trade and other
payables” and “Taxes” (on the liabilities side). These are not
shown as separate lines in the internal information used for
the management of the Sofina group and have therefore
been grouped together to reflect this information (see point
2.1 of the Notes to the consolidated financial statements).
• PSU: Performance Share Units offered to beneficiaries
under the LTIP.
• Shareholders’ equity: Net Asset Value (as defined herein).
• Sofina Direct: Denomination combining Long-term minority
investments and Sofina Growth as a result of some of their
similar features, as opposed to Sofina Private Funds.
• Unlisted: Level 3 investments as per the fair value hierarchy
defined in point 2.3 of the Notes to the consolidated finan-
cial statements.
• UNPRI: Principles for Responsible Investment developed
by the United Nations (www.unpri.org).
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
Corporate governance
Sustainability statements
Financial statements
Alternative performance
measures and other terms
Alternative performance measures
Other terms and definitions
PART III:
ABOUT THIS REPORT
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
153
About this report
PART III
ANNUAL REPORT 2025
SOFINA
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMEN TS
PART III:
ABOUT THIS REPORT
Responsible Person
Disclaimer
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
154
Responsible
person
1. www.sofinagroup.com/investor-relations/financial-reporting/annual-reports/
IN ACCORDANCE WITH ARTICLE 12, §2, 3° OF THE ROYAL DECREE
OF 14 NOVEMBER 2007, HAROLD BOËL, CHIEF EXECUTIVE OFFICER,
CERTIFIESIN THE NAME AND ON BEHALF OF THE BOARD OF
DIRECTORS THAT, TO THE BEST OF HIS KNOWLEDGE:
• THE FINANCIAL STATEMENTS, PREPARED IN ACCORDANCE WITH
APPLICABLE ACCOUNTING STANDARDS, GIVE A TRUE AND FAIR
VIEW OF THE ASSETS, LIABILITIES, FINANCIAL POSITION AND
PROFIT OR LOSS OF THE COMPANY AND OF THE FAIR VALUE OF
ITS INVESTMENT SUBSIDIARIES;
• THE MANAGEMENT REPORT CONTAINS A FAIR REVIEW OF THE
DEVELOPMENT OF THE BUSINESS, THE RESULTS AND THE
POSITION OF THE COMPANY AND ITS INVESTMENT SUBSIDIARIES,
AS WELL AS A DESCRIPTION OF THE PRINCIPAL RISKS AND
UNCERTAINTIES THEY FACE.
THE OFFICIAL ESEF VERSION OF THE ANNUAL REPORT IN FRENCH
IS AVAILABLE ON SOFINA’S WEBSITE. THE ESEF VERSION OF
THEANNUALREPORT IN ENGLISH AND DUTCH WILL BE AVAILABLE
ON SOFINA’S WEBSITE AT THE LATEST ON 15 APRIL 2026
1
.
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
155
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
PART III:
ABOUT THIS REPORT
Responsible person
Disclaimer
Disclaimer
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
156
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMENTS
PART III:
ABOUT THIS REPORT
Responsible person
Disclaimer
Download as PDF to print out
SOFINA
ANNUAL REPORT 2025
157
INTRODUCTION
PART I:
PROFILE
AND PERFORMANCE
PART II:
STATEMEN TS
PART III:
ABOUT THIS REPORT
Responsible person
Disclaimer
Disclaimer
IMPORTANT LEGAL INFORMATION AND CAUTIONARY STATEMENTS
CONCERNING FORWARD-LOOKING STATEMENTS AND NON-IFRS
FINANCIAL MEASURES
Certain statements contained in this Annual report may be forward-looking statements, includ-
ing, but not limited to, statements that are predictions of or indicate future events, trends,
plans, expectations or objectives. Undue reliance should not be placed on forward-looking
statements because, by their nature, they are subject to known and unknown risks and uncer-
tainties and can be affected by other factors that could cause Sofina SA’s actual results to
differ materially from those expressed or implied in such forward-looking statements. Sofina
SA undertakes no obligation to publicly update or revise any of these forward-looking state-
ments, whether to reflect new information, future events or circumstances or otherwise, except
as required by applicable laws and regulations.
This Annual report contains certain non-IFRS financial measures, or alternative performance
measures, used by Sofina SA in analysing its operating trends, financial performance and
financial position and providing investors with additional information considered useful and
relevant regarding the results of Sofina SA. These alternative performance measures are not
recognised measures under IFRS or any other generally accepted accounting standards, and
they generally have no standardized meaning and therefore may not be comparable to similarly
labelled measures used by other companies. As a result, none of these alternative performance
measures should be considered in isolation from, or as a substitute for, the financial statements
and related notes prepared in accordance with IFRS. For a definition of these alternative per-
formance measures and a reconciliation from such alternative performance measures to the
relevant line item, subtotal or total presented in the financial statements, please refer to the
section “Alternative performance measures and other terms” of this Annual report.
Certain calculated figures (including data expressed in thousands or millions) and percentages
presented in this Annual report have been rounded. Where applicable, the totals presented in
this Annual report may slightly differ from the totals that would have been obtained by adding
the exact amounts (not rounded) for these calculated figures.
Concept and realisation: ChrisCom (www.chriscom.eu)
Printing: Toner de Presse
This report is printed on 100% recycled paper.
Sofina SA
Registered office
Rue de l’Industrie, 31 | B-1040 Brussels
Tel. : +32 2 551 06 11
info@sofinagroup.com | www.sofinagroup.com