Atalante SAS German Branch

Atalante SAS German Branch

München

Befreiender Jahresabschluss zum Geschäftsjahr vom 01.01.2023 bis zum 31.12.2023

ATALANTE SAS
Paris/Frankreich

Statutory Auditors’ Report on the Financial Statements

This is a translation into English of the Statutory Auditors’ Report on the financial statements of the Company issued in French and it is provided solely for the convenience of English-speaking users. This Statutory Auditor’s report includes information required by European regulation and French law, such as information about the appointment of the Statutory Auditors or verification of the Management report and other documents provided to shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the associate partners A of the company ATALANTE,

Opinion

In compliance with the mandate entrusted to us by your Annual General Meeting, we have audited the annual financial statements of the company ATALANTE for the financial year ending December 31, 2023, as attached to this report.

In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the company as of December 31, 2023 and of the results of its operations for the year then ended in accordance with French accounting principles.

Basis for opinion

Audit framework

We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the “Responsibilities of the Statutory Auditor relating to the Audit of the Financial Statements” section of our report.

Independence

We carried out our audit assignment in compliance with the independence rules provided for in the French Commercial Code (Code de Commerce) and by the French Code of Ethics (Code de déontologie) for Statutory Auditors for the period from 1er January 2023, until the date of issue of our report.

Justification of assessment

In accordance with the requirements of Articles L.821-53 and R.821-180 of the French Commercial Code relating to the justification of our assessments, we bring to your attention that the most significant assessments we made, in accordance with our professional judgment, concerned the appropriateness of the accounting principles applied, the reasonableness of the significant estimates used and the overall presentation of the financial statements.

The assessments thus made are part of the audit of the annual accounts taken as a whole drawn up under the conditions recalled above, and of the formation of our opinion expressed above. We do not express an opinion on any of the elements of these annual accounts taken in isolation.

Specific verifications

We have also carried out, in accordance with professional standards applicable in France, the specific verifications required by law and regulations.

We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the documents provided with respect to the financial position and the financial statements provided to the associate partners.

We certify the sincerity and consistency with the annual accounts of the information relating to payment terms mentioned in Article D. 441-6 of the French Commercial Code.

In accordance with the law, we have ensured that the various information relating to the acquisition of shareholdings and controls has been communicated to you in the annual report.

Responsibilities of Management and Those charged with governance for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with French accounting rules and principles and for such internal control as Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, Management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations.

The financial statements were approved by the Chairman.

Responsibilities of the statutory auditors’ responsibilities for the Audit of the financial statements

Our role is to issue a report on the financial statements. Our objective is to obtain reasonable assurance as to whether the annual financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with the standards of professional practice will always detect material misstatement. Misstatements may result from fraud or error and are considered material when they can reasonably be expected to influence, individually or in aggregate, the economic decisions that users of the accounts make based on the accounts.

As specified in Article L.821-55 of the French Commercial Code (Code de commerce), our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditors exercise professional judgment throughout the audit and furthermore.

Financial Statements Accounting year from 01/01/2023 to 31/12/2023

ATALANTE

PARIS

Siret: 47800340300035

This document is a translation of the original version written in French. While every effort has been made to ensure the accuracy and fidelity of the translation, in case of any discrepancies or misunderstandings, the original French version shall prevail. This translation is provided for informational purposes only and does not constitute a legally binding document.

Financial statements

Summary

1. Annual accounts

Balance Sheet - Assets

Balance Sheet - Liabilities

Income Statement

Appendix

Accounting Rules and Methods

Significant Events

Notes on the Balance Sheet

Notes on the Income Statement

Notes on the Income Statement

Other Information

Other Information

Annual accounts

Balance sheet - assets

⁽¹⁾ Including leasehold rights
⁽²⁾ Including short-term items (gross)
⁽³⁾ Including long-term items (gross)

Balance sheet - liabilities

Income Statement

Appendix

Accounting Rules and Methods

Company Name: SAS ATALANTE

Appendix to the balance sheet before allocation of the financial year ending on 31/12/2023, with a total of €81,618,170 and to the income statement for the year, presented in list format, showing a profit of €23,763,411.

The financial year covers a 12-month period, from 01/01/2023 to 31/12/2023.

The following notes and tables are an integral part of the annual financial statements.

General Principles

The annual financial statements for the year ending 31/12/2023 have been prepared in accordance with the regulation of the French Accounting Standards Authority (Autorité des Normes Comptables) No. 2016-07, as updated by the various supplementary regulations in effect at the date of preparation of said financial statements.

The accounting principles have been applied faithfully, in compliance with the principle of prudence and based on the following fundamental assumptions:

These principles are also in accordance with the general rules for the preparation and presentation of annual financial statements.

The accounting method used for the valuation of items recorded in the accounts is the historical cost method.

Only material information is disclosed. Unless otherwise stated, amounts are expressed in euros.

Tangible and Intangible Fixed Assets

Tangible and intangible fixed assets are valued at their acquisition cost for assets acquired for consideration, at their production cost for assets produced by the company, and at their fair value for assets acquired free of charge or through exchange.

The cost of a fixed asset includes its purchase price, including non-recoverable duties and taxes, after deducting trade discounts, rebates, and settlement discounts, as well as all directly attributable costs incurred to bring the asset to the location and condition necessary for it to operate as intended.

Transfer duties, professional fees or commissions, and legal costs related to the acquisition are not included in this acquisition cost.

All costs that are not part of the acquisition price and cannot be directly attributed to bringing the asset to its intended working condition are recorded as expenses.

Amortization

Amortization is calculated on a straight-line basis over the expected useful life of the asset:

For simplicity, the depreciation period used corresponds to the useful life for assets that are not initially broken down into components.

At the closing date, the company assessed, based on internal and external information available, whether there were any indications that assets may have significantly lost value.

Goodwill

In accordance with ANC Regulation No. 2015-06, the company considers that the use of its goodwill is not limited in time.

An impairment test is performed by comparing the net book value of the goodwill with its fair value or its value in use.

The fair value is determined based on economic profitability criteria and industry practices.

A provision for impairment is recorded if necessary.

Equity Investments

Equity investments are valued at their acquisition cost, including incidental expenses.

A special depreciation is recorded to account for the amortization of these incidental costs.

The inventory value of the securities corresponds to their utility value for the company.

It is determined based on the subsidiary’s net assets, profitability, and future prospects.

When the inventory value is lower than the acquisition cost, a depreciation is recorded for the difference.

Receivables

Receivables are valued at their nominal value.

A depreciation is recorded when the inventory value is lower than the book value.

Marketable Securities

The gross value is based on the purchase cost excluding incidental expenses.

When the market value is lower than the gross value, a provision for depreciation is recorded for the difference.

Provisions

Any current obligation resulting from a past event involving a third party, which can be reliably estimated and covers identified risks, is recorded as a provision.

Loan Issuance Costs

Loan issuance costs are amortized over the initial term of the loan.

Retirement Commitments

The company’s collective bargaining agreement provides for end-of-career retirement benefits. No specific agreement has been signed.

The corresponding commitments are fully disclosed in this appendix.

The retirement benefit is determined using a method that takes into account projected end-of-career salaries, employee turnover rate, life expectancy, and discounting assumptions for expected future payments.

The actuarial assumptions used are as follows:

Other Information Related to Climate Risks

In accordance with AMF Recommendation 2023-09 regarding the 2023 financial statements, the company’s management states that the financial statements as of 31/12/2023 are not impacted by any strategic decisions or commitments related to climate risks.

No climate-related risks likely to significantly affect the book value of its assets were identified during this financial year.

Significant Events

Key events of the financial year with accounting impact

A capital increase through the allocation of free shares took place on December 8, 2023.

2,519 new shares with a nominal value of 1 euro were issued to the company’s employees.

Their value was deducted from the “Other reserves” account.

Other significant elements

Consequences of the war in Ukraine and inflationary context

The war in Ukraine and the inflationary environment may have significant impacts on the assets, financial position, and results of companies.

Relevant accounting information on these impacts is a key component of the financial statements for the period concerned. To address this, the company adopted a targeted approach to highlight the main relevant impacts on the performance and its financial position for the year.

Methodology followed: The information provided focuses on the main impacts deemed relevant, which are recorded in the accounts.

A distinction was made between one-off and structural effects. These effects are detailed by considering the interactions and consequences of the event on standard aggregates, assessing both gross and net impacts. Any support measures from which the company may have benefited are also evaluated.

One-off effects of the event on the financial year:

ATALANTE has no direct exposure in Ukraine or Russia.

The generalized inflationary context did not have a major impact on the year’s expenses.

Furthermore, the company is not in a position to assess the medium- and long-term consequences of this event on its assets, financial position, and results.

As part of the acquisition of Time For Growth in 2020, ATALANTE committed to paying an earn-out based on the total amount subscribed in the fund.

This earn-out was valued at €5,363K and was fully paid by 31/12/2023.

Notes on the Balance Sheet

Fixed assets

Summary of fixed assets

Intangible assets

The flows are analyzed as follows:

Goodwill

This item is entirely composed of the goodwill arising from the universal transfer of assets (TUP) of Time For Growth, following the acquisition of shares in 2020

Financial Investments

Following the acquisition of ARTEMID shares in 2022, an earn-out payment will be made during 2024. Its amount has been estimated at €1,069K and was recorded as an asset on the balance sheet as of December 31, 2023.

List of Subsidiaries and Equity Interests

Table presented in thousands of euros

(1) Share Capital - (2) Equity excluding share capital - (3) Percentage of capital held - (4) Gross book value of shares held - (5) Net book value of shares held - (6) Loans and advances granted by the company and not yet repaid - (7) Guarantees and endorsements given by the company - (8) Net sales for the last completed financial year - (9) Net income for the last completed financial year - (10) Dividends received by the company during the financial year

Data as of December 31, 2023, except for EUROCAPZA II and CAPZA PRIVATE DEBT GP; for these two companies, the data is as of December 31, 2022.

The reported revenue corresponds to the income from fixed asset securities, when portfolio management constitutes the company's main activity.

Amortization of fixed assets

Current assets

Receivables

The total receivables at the end of the financial year amount to €37,207,579, with the detailed breakdown by maturity as follows:

Accrued Income

Most of the accrued income relates to management fees and expense reimbursements to be invoiced to several funds managed by ATALANTE, in accordance with their respective regulations.

Marketable Securities

At the end of the financial year, the market value of the main portfolio components amounted to €469,212, compared to a book value of €448,052. The amount of unrealized capital gains is €21,160.

The portfolio of marketable securities at the end of the fiscal year is presented, for key information, as follows

Shareholders' equity

Share Capital Composition

The share capital amounts to €479,977, divided into 479,977 shares with a nominal value of €1.00 each.

A capital increase through the issuance of free shares was approved on December 8, 2023. 2,519 shares were acquired by ATALANTE employees, in accordance with the allocation decided at the General Meeting held on December 7, 2022.

Appropriation of Earnings

Decision of the General Meeting dated June 30, 2023.

Statement of Changes in Equity

Provisions

Provision Table

Liabilities

Statement of Liabilities

The total liabilities at the end of the fiscal year amount to €44,394,103, with the detailed breakdown by maturity as follows:

Accrued Expenses

Prepaid Expenses and Accruals

Prepaid expenses

Notes on the Income Statement

Revenue

Breakdown by Business Segment

Operating and Financial Income and Expenses

Audit Fees

Audit Fees - Statutory Auditor

Audit certification fees: €54,075

Other services: €0

Financial result

Exceptional Income and Expenses

Exceptional Result

Exceptional Operations

Net Income and Corporate Income Tax

Breakdown of Corporate Income Tax

^(*) The tax amount includes applicable tax credits (as indicated in the “Tax” column).

Breakdown of External Expenses

The breakdown of external expenses is listed as follow

Purchases and external expenses are recorded excluding VAT; the portion of non-recoverable VAT resulting from the application of prorated rules is included under expenses in the category "taxes and related levies

Taxes and Levies

Other Information

Subsequent Events

Following the acquisition of ARTEMID shares in 2022, an earn-out payment will be made during 2024 in accordance with the disposal agreement. Its amount has been estimated at €1,069K and was recorded as an asset on the balance sheet as of December 31, 2023.

Workforce

Average number of employees: 76.23 people (including 1.18 apprentices)

Retirement Commitments

Commitments given

ATALA T acts as guarantor for loans related to the subscription of units in funds for Chich it serLes as the management company (SGP) The outstanding balance of these loans as of December 31 2023 amounts to 2 33

Retirement Commitments

Amount of commitments related to pensions, retirement supplements, and similar benefits: €140,880

The company does not record any provision for this item.

For the defined benefit plan, the company applies ANC Recommendation 2013-02 dated November 7, 2013.

1. Commitments on Mutual Funds Units

2. Details of Impairment on Securities