KBC IFIMA Société Anonyme
R.C.S. Luxembourg B 193 577
4 Rue du Fort Wallis
L – 2714 Luxembourg
Annual accounts as at 31 December 2021
Table of contents
Management report of the Board of Directors
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8
Audit report
Annual accounts
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Balance sheet
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Profit and loss account
Cash flow statement
Notes to the annual accounts
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Management report of the Board of Directors
dated 31/12/2021
1. We are pleased to report to you on the activities of KBC Ifima S.A. (the “company”) during the
period from 1 January 2021 to 31 December 2021. In accordance with the law and our articles
of association, we hereby submit the accounts for your information. The annual accounts are
presented in Euros.
2. The Company recorded a profit of EUR 363 762
Total assets amounted to EUR 787 343 961 as at 31 December 2021, compared to
EUR 1 110 293 276 as at 31 December 2020.
The financial assets are composed of:
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loans to affiliated undertakings: EUR 772 291 134
accrued interests: EUR 2 674 865
The cash at bank amounts to EUR 7 078 235
The matured items have not been replaced by new investments.
New products have been launched in 2017 (tRACER) and 2018 (tJUMPER) using KBC IFIMA
S.A. as a vehicle of warrant issuance. The first items have been issued in December 2017 for
tRACER and September 2018 for tJUMPER. There is no new product launched as at 31
December 2021.
3. Risks and uncertainties facing the Company:
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The Company is actively managing risk on its existing portfolio by ensuring that the entity
maintains a market risk neutral position. These risks are overseen by an independent risk
management function and a risk committee which are in turn overseen by the risk management
function, committees and audit functions at KBC Bank NV level, in accordance with outsourcing
agreements taken out by the Company.
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The counterparty risk of KBC Ifima S.A. is limited to KBC Bank as well as its liquidity, treasury
and credit risks, except for local operational expenses. Local Operational Risk Management
(LORM) functions are divided between KBC Bank NV and the Company, depending on the
services performed by each entity. The Company aims to ensure continuity in terms of
outsourced risks as laid down in the Service Level Agreements.
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The credit risk covers the possibility that an issuer may default by failing to repay principal or
interest. The Company is not exposed to any significant credit risk.
The market risk embodies the potential for both loss and gains and includes currency risk and
interest rate risk. The Company’s exposure to such risks is outlined below.
The currency risk covers the potential for both loss and gains as a result of changes in external
rates. The Company is not exposed to any significant net currency risk.
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The interest rate risk covers the potential for a change in the value of assets resulting from the
change in interest rates. The Company is not exposed to any significant net interest rate risk.
The other price risk is the risk that the value of an instrument will fluctuate as a result of changes
in market prices (other than those arising from interest rate risk or currency risk), whether
caused by factor specific to an individual instrument, its issuer or all factors affecting all
instruments traded in the market. The Company is not exposed to any significant net other price
risk.
The Company is expected to continue its normal development. COVID-19 is a constantly
evolving situation which is leading to a global recession. Measures taken by various
governments to contain the virus have affected economic activity. We have taken a number of
measures to monitor and mitigate the effects of COVID-19, such as safety and health measures
for our people (such as social distancing and working from home) and securing the execution
of our daily operations. At this stage, the impact on our business and results has not been
significant, and based on our experience to date we expect this to remain the case. We will
continue to follow the various government policies and advice and, in parallel, we will do our
utmost to continue our operations in the best and safest way possible without jeopardising the
health of our people. The Board of Directors will continue to monitor this going forward and will
take
any
action
they
deem
necessary.
At the time this report was being prepared, the invasion of Russia in Ukraine required additional
attention at group level and in our home markets in Central and Eastern Europe. KBC Group
has very limited direct exposure to Ukraine and Belarus (less than EUR 10 mln combined) and
only limited direct exposure to Russia of less than 50 million euros, mainly stemming from trade
financing. KBC Group is keeping a very close eye on the related macroeconomic impact (e.g.,
impact of high gas and oil prices on inflation and economic growth) and on spillover effects to
KBC Group and its clients, both financially and operationally, among other things with high
focus on information security threats. Economic and financial sanctions by the West might
further impact the European economy. Continuous monitoring and reporting of the situation is
in place.
4. Activities in research and development, as provided for by law, are not applicable to the
Company.
5. The Company did not purchase any of its own shares nor holds any own shares.
6. The Company has no branch offices.
7. The total income from loans and other investments is EUR 12 843 018. The total interest
payable amount is EUR 12 239 288.
8. A dividend of EUR 691 012 has been distributed on 17 June 2021.
9. The activity of the issuing of the notes has started again in February 2022.
10. The Company is included in the consolidated accounts drawn up by the KBC Group.
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11. The Board of Directors proposes:
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To approve annual accounts as disclosed hereafter;
To discharge Directors from their current mandate with the period of 1 January 2021 to 31
December 2021
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To affect the profit of EUR 363 762
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o
o
o
Legal Reserve to be constituted (5% of the net result): EUR 18 188
WHT Reserve 2022: EUR 184 946
WHT Reserve 2017 to be liberated: 516 250 EUR
Dividend to be distributed: EUR 676 878
Luxembourg, 23 March 2022
The Board of Directors:
Ivo BAUWENS
Fatima BOUDABZA
Frank CAESTECKER
Rik JANSSEN
Sabrina GOCKEL
Ivo Bauwens
Rik Janssen
Ivo Bauwens (Apr 1, 2022 16:34 GMT+2)
Rik Janssen (Apr 1, 2022 16:28 GMT+2)
Fatima Boudabza
Fatima Boudabza (Apr 4, 2022 09:28 GMT+2)
Sabrina Gockel
Sabrina Gockel (Apr 1, 2022 15:56 GMT+2)
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KBC IFIMA SA
4, Rue du Fort Wallis
L-2714 Luxembourg
(the “Company”)
R.C.S. Luxembourg N° B 193 577
Corporate governance statement
The corporate object of the Company is the holding of investments, in any form whatsoever, in
Luxembourg companies and foreign companies, the acquisition by purchase, subscription, or in any
other manner as well as the transfer by sale, exchange or otherwise of stocks, debentures, notes and
other security of any kind.
The Company may carry intragroup or other investing activities and cash management.
The Company may borrow in any form and proceed to the issue of bonds, warrants, debentures or any
other financial instruments.
In general fashion the Company may grant assistance (by way of loans, advances, guarantees of
securities or otherwise) to companies or other enterprises in which the Company has an interest or
which form part of the group of Companies to which the Company belongs. The Company may carry on
any industrial activity and maintain
a
commercial establishment open to the public.
In general, it may take any controlling and supervisory measures and carry out any operation, which it
may deem useful in the accomplishment and development of its purpose. The Company may carry out
all its activites either directly or through one or more branches.
In the relation to the the financial reporting process, internal control and risk management procedures
are maintained:
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Proper books and records are maintained in accordance with the group guidelines,
All financial products (ie, loans, bonds) are governed by contractual agreements and calculation
of payments/receipts and interest accruals are driven by the group in their system,
All risks and uncertainties facing the Company are listed in the management report.
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Other information
The Company doesn’t own quoted participations, directly or indirectly owned.
Rules for appointment or replacement of board members or management team of for modification of
deed of incorporation:
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Art 7 of the by laws states: “ The General Meeting appoints the directors. Directors cannot be appointed
for more than 6 years and are re-eligible. Directors may be removed at any time (with or without cause)
by a resolution of the General Meeting. If the office of a director becomes vacant, the majority of the
remaining directors may fill the vacancy on a provisional basis until the final appointment is made by the
next General Meeting.”
There are no restrictions on voting rights or shareholders who hold special rights. The board members
do not have the right to issue or buy back shares.
The Directors hereby confirm that the statements made by the persons responsible within the Company,
to the best of their knowledge, and the annual accounts prepared in accordance with the applicable set
of accounting standards give a true and fair view of the assets, liabilities, financial position and profit or
loss of the Company. The Directors also confirm that the management report includes a fair review of
the development and performance of the business and the position of the Company, together with a
description of the principal risks and uncertainties that the Company faces.
Luxembourg, 23 March 2022
Fatima Boudabza
Fatima Boudabza (Apr 4, 2022 09:27 GMT+2)
Ivo Bauwens (Apr 1, 2022 15:28 GMT+2)
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Ivo Bauwens
Fatima Boudabza
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Audit report
To the Shareholder of
KBC Ifima S.A.
Report on the audit of the annual accounts
Our opinion
In our opinion, the accompanying annual accounts give a true and fair view of the financial position of
KBC Ifima S.A. (the “Company”) as at 31 December 2021, and of the results of its operations for the
year then ended in accordance with Luxembourg legal and regulatory requirements relating to the
preparation and presentation of the annual accounts.
Our opinion is consistent with our additional report to the Audit Committee or equivalent.
What we have audited
The Company’s annual accounts comprise:
the balance sheet as at 31 December 2021;
the profit and loss account for the year then ended;
the cash flow statement as at 31 December 2021; and
the notes to the annual accounts, which include a summary of significant accounting policies.
Basis for opinion
We conducted our audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016
on the audit profession (Law of 23 July 2016) and with International Standards on Auditing (ISAs) as
adopted for Luxembourg by the “Commission de Surveillance du Secteur Financier” (CSSF). Our
responsibilities under the EU Regulation No 537/2014, the Law of 23 July 2016 and ISAs as adopted
for Luxembourg by the CSSF are further described in the “Responsibilities of the “Réviseur d’entreprises
agréé” for the audit of the annual accounts” section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
We are independent of the Company in accordance with the International Code of Ethics for Professional
Accountants, including International Independence Standards, issued by the International Ethics
Standards Board for Accountants (IESBA Code) as adopted for Luxembourg by the CSSF together with
the ethical requirements that are relevant to our audit of the annual accounts. We have fulfilled our other
ethical responsibilities under those ethical requirements.
To the best of our knowledge and belief, we declare that we have not provided non-audit services that
are prohibited under Article 5(1) of the EU Regulation No 537/2014.
PricewaterhouseCoopers, Société coopérative, 2 rue Gerhard Mercator, B.P. 1443, L-1014 Luxembourg
T : +352 494848 1, F : +352 494848 2900, www.pwc.lu
Cabinet de révision agréé. Expert-comptable (autorisation gouvernementale n°10028256)
R.C.S. Luxembourg B 65 477 - TVA LU25482518
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the annual accounts of the current period. These matters were addressed in the context of our
audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Key audit matter
How our audit addressed the key audit matter
Recoverability of loans to and
As part of our audit we have, among other things:
deposits with affiliated undertakings
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Ensured compliance of the valuation policy with the
Financial assets are recorded at the valuation methods and rules permitted under applicable
lowest amount between their
Luxembourg legal and regulatory requirements;
repayment value and their fair value
(see Note 2.b). Note 3 to the annual
accounts indicates that as at 31
December 2021, the loans to and
deposits with affiliated undertakings
(included in the captions “Loans to
affiliated undertakings” and
•
Assessed the financial position and performance of the
loans’ counterpart by obtaining relevant information
(including quarterly accounts, credit rating checks). We also
analyzed Management’s assessment relating to the
recoverability of the loans, and its conclusion thereon; finally,
we engaged in discussion with the Group auditor in respect
of the creditworthiness of this loans’ counterpart.
“Amounts owed by affiliated
undertakings becoming due and
payable within one year”) amount to
EUR 772,291,134 (excluding
accrued interests). We focused our
audit on their recoverability because
these items are the most significant
ones on the balance sheet and a
recoverability issue could have a
significant impact on the earnings of
the Company and its ability to
continue as a going concern.
Other information
The Board of Directors is responsible for the other information. The other information comprises the
information stated in the management report and the Corporate Governance Statement but does not
include the annual accounts and our audit report thereon.
Our opinion on the annual accounts does not cover the other information and we do not express any
form of assurance conclusion thereon.
In connection with our audit of the annual accounts, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with
the annual accounts or our knowledge obtained in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to report in this regard.
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Responsibilities of the Board of Directors and those charged with governance for the annual
accounts
The Board of Directors is responsible for the preparation and fair presentation of the annual accounts in
accordance with Luxembourg legal and regulatory requirements relating to the preparation and
presentation of the annual accounts, and for such internal control as the Board of Directors determines
is necessary to enable the preparation of annual accounts that are free from material misstatement,
whether due to fraud or error.
In preparing the annual accounts, the Board of Directors is responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Company’s financial reporting
process.
The Board of Directors is responsible for presenting the annual accounts in compliance with the
requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format
(“ESEF Regulation”).
Responsibilities of the “Réviseur d’entreprises agréé” for the audit of the annual accounts
The objectives of our audit are to obtain reasonable assurance about whether the annual accounts as
a whole are free from material misstatement, whether due to fraud or error, and to issue an audit report
that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016
and with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement when
it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of these annual accounts.
As part of an audit in accordance with the EU Regulation No 537/2014, the Law of 23 July 2016 and
with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment and maintain
professional scepticism throughout the audit. We also:
identify and assess the risks of material misstatement of the annual accounts, whether due to fraud
or error, design and perform audit procedures responsive to those risks, and obtain audit evidence
that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control;
evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by the Board of Directors;
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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 a material uncertainty exists related
to events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our audit report to the related disclosures in the annual accounts or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our audit report. However, future events or conditions may cause the Company to cease
to continue as a going concern;
evaluate the overall presentation, structure and content of the annual accounts, including the
disclosures, and whether the annual accounts represent the underlying transactions and events in a
manner that achieves fair presentation.
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We communicate with those charged with governance 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.
We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and communicate to them all relationships and other
matters that may reasonably be thought to bear on our independence, and where applicable, actions
taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the annual accounts of the current period and are therefore the
key audit matters. We describe these matters in our audit report unless law or regulation precludes
public disclosure about the matter.
We assess whether the annual accounts have been prepared, in all material respects, in compliance
with the requirements laid down in the ESEF Regulation.
Report on other legal and regulatory requirements
The management report is consistent with the annual accounts and has been prepared in accordance
with applicable legal requirements.
The accompanying Corporate Governance Statement is presented on pages 6 to 7 to these annual
accounts. The information required by Article 68ter Paragraph (1) Letters c) and d) of the Law of 19
December 2002 on the commercial and companies register and on the accounting records and annual
accounts of undertakings, as amended, is consistent with the annual accounts and has been prepared
in accordance with applicable legal requirements.
We have been appointed as “Réviseur d’Entreprises Agréé” by the General Meeting of the Shareholders
on 27 May 2021 and the duration of our uninterrupted engagement, including previous renewals and
reappointments, is 6 years.
We have checked the compliance of the annual accounts of the Company as at 31 December 2021 with
relevant statutory requirements set out in the ESEF Regulation that are applicable to annual accounts.
For the Company it relates to the requirement that annual accounts are prepared in a valid XHTML
format.
In our opinion, the annual accounts of the Company as at 31 December 2021, identified as KBC Ifima
Annual Accounts 2021 HTML, have been prepared, in all material respects, in compliance with the
requirements laid down in the ESEF Regulation.
Luxembourg, 7th April, 2022
PricewaterhouseCoopers, Société coopérative
Represented by
Anthony Dault
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