Value8 N : Jaarverslag 2023 (ESEF-zip)

2009

0,41

2008

9,37

2023

2021

2022

2020

2015

2014

Annual report 2023

Value8 NV

Table of contents

1.	Value8 invests in growing SMEs	4	13.	Risk factors	20
2.	Higher interest rates to fight inflation	5	14.	Share capital and legal structure	24
3.	Value8 takes 31% stake in SME platform	6	15.	Corporate Governance	27
4.	Investment portfolio grows to €109 million	7	16.	Personalia	30
5.	The big 4, next 4 and smaller investments	8	17.	Board of Directors' statement	31
6.	Modest increase of net asset value to €9.37	13
7.	Share capital and dividend	14
8.	Twelve consecutive years of dividend	15
9.	Staff and organisation	15
10.	Investment and financing	16
11.	Outlook for 2024	16
12.	Report of the Supervisory Board	17

	Peter Paul de Vries			Robert de Haze Winkelman
	Board of Directors		Supervisory Board
	CEO		Chairman
	since September 2008.		since May 2019.
	Investor		Investor
	business economist		former member of
				Dutch senate
	Gerben Hettinga			Jan Peter Kerstens
	Board of Directors		Supervisory Board
	Member		Member
	since September 2008.		since September 2019.
	Economist		CFO Downtown Music
	governance expert		Holdings

	Remko Herschel			Value8 N.V.
	Investment Director		PO Box 26
	since December 2016.		1400 AA Bussum
				[e-mail]
	Chartered accountant,		www.value8.com
	financial expert

VALUE8 | ANNUAL REPORT 2023

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Dear shareholder,

On 24 September 2023, we celebrated the 15th anniversary of Value8. On that day 15 years ago, we formalised the acquisition of a majority stake in Exendis NV, later renamed to Value8 NV, and appointed two executive board members and one supervisory board member. A week before Lehman Brothers went bankrupt and a week after we launched the investment company Fortis had to be rescued by the Dutch and Belgian governments. These challenging circumstances didn't stop us from starting Value8.

Gerben Hettinga and I started Value8 with a stock exchange listing and roughly €500 thousand in the company bank account. With more ambition than money. With more ideas - we thought good ones - than experience. We were convinced that, with a professional approach and two good sets of brains, we could build a company and create value for our shareholders. And so far, we have succeeded.

This annual report is not a melancholic look back on 15 years of existence. it's more a snapshot of where we find ourselves in the 15th year of a much longer journey. Although we are - by nature - modest people, we are proud of what we achieved in those 15 years: the robust companies we own, the more than 900 people employed within our group, and the listed companies in which we have a substantial stake.

Our ambitions reach, however, much further than where we stand today. In 2018 and 2019, we realised divestments totalling more than €70 million. We paid a super dividend and bought back shares. However, the vast majority of the proceeds was re-invested in 2020 and 2021. Since that moment, we have been fully invested. In 2023, we only added a minority stake in both Dealsuite and Brookz, platforms that accommodate buyers and sellers in SME companies.

The low turnover of our portfolio doesn't mean we are twiddling our thumbs. As long-term investors and investment partners, we are constantly supporting our companies in realising their ambitions. By researching and developing growth plans, searching for add-on acquisitions and providing the necessary investment capital.

We manage our portfolio in a long-term context. Sometimes, the two steps forward are preceded by one step back. In other cases, market conditions can camouflage the underlying improvements. However, we remain convinced that the combined efforts of Value8 and the managers will ultimately yield an above-average return.

With this long-term view, we are happy with the developments at our four largest holdings. Recycling champion Renewi reports strong results despite lower recyclate prices. At Ctac, the new CEO focuses on growth with better margins. Almunda was able to acquire ICE, and - last but not least - Morefield (Kersten) recorded excellent growth figures.

We want to thank the 900+ employees of the (majority-owned) Value8 companies for their hard work and contribution to the company's success. And a sincere thank you to everyone else who contributes to Value8 and its companies.

A special word of gratitude to the loyal, ambitious managers who work hard to take our companies from A to B.

Looking at their energy and ambitious plans, I see a bright future for our company.

• | ANNUAL REPORT | VALUE8
  1. Value8 invests in growing SMEs

PROFILE & MISSION

Value8 N.V. (hereafter: Value8) is a listed investment company that invests in small caps and SMEs. Our mission is to support these companies in achieving their growth objectives. We provide venture capital to finance that growth and make a stock exchange listing accessible to these companies. Our listing offers retail and institutional investors the opportunity to make diversified investments in the small-cap segment.

The combination of investing in unlisted SMEs (€10 million plus segment) and investing in listed small caps offers diversification and risk reduction, as well as the flexibility to switch if one of the two segments has better prospects or is significantly undervalued.

Partner of enterpreneurs

Growing together

Focus on SME

OBJECTIVES & REALISATION

Value creation

IPO potential

Successful since 2009

Value8's main objective is to create long-term value for our shareholders. Corporate social responsibility and sustainability play an important role in our policy and strategy. As a measure of value creation, we use the development of the net asset value per share. We assume that, in the long term, this development will be reflected in the development of the Value8 share price.

Value8 was launched on 24 September 2008. The net asset value at that time was €0.41 per share. Successful investments, business expansion, and add-on acquisitions strongly increased the net asset value. At the end of 2023, it reached €9.37. In addition, through the years, dividends were paid, as shown in the following table.

2011	2012	2013	2014	2015	2016
7,5	10	12	14	15	3%
eurocents eurocents eurocents eurocents eurocents	stock
dividend	dividend	dividend	dividend	dividend	dividend

2017	2018	2019	2020	2021	2022
15	15	15	16	17	18
eurocents eurocents eurocents eurocents eurocents eurocents
dividend	dividend	dividend	dividend	dividend	dividend
		+ super	+ repay-
		dividend:	ment 30
		1,05 euro	eurocents

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Highlights Value8 2023

Financial:

• Value8's net equity rose from €91.9 to €97.2 million, an increase of 5.8%.
• NAV per share rose from €8.85 (€9.03 euros adjusted for the dividend of €0.18 euros) to €9.37 euros, representing an annual return of 5.9%.
• €83.5 million or 76.4% of the portfolio is invested in listed companies, €23.3 million or 21.3% of the portfolio is invested in private companies. Interest-bearing debt amounts to €9.6 million or 8.8% of the total balance sheet.
• Value8 reports an increase in operating income to €8.2 million, while the net profit increased to €5.8 million. After deducting the dividend on preferent shares, the net profit attributable to ordinary shareholders is €0.57 per share.
• Proposed dividend: €0.19 per share, almost 6 per cent higher than the dividend for calendar year 2022 (€0.18 per share).

Corporate:

• Acquisition of 31% stake in Deal Value Group
• Renewi's share price rose 11.8% over the year, supported by Macquarie's takeover interest
• Kersten's excellent operating results were well received by Morefield investors.
• Ctac's revenues increased by 8.1%, while profitability was impacted by one-off costs and a lower Q4.
• Almunda's turnover and EBIT were roughly in line with 2022.

FINANCIAL REPORT

INTRODUCTION

2 . Higher interest rates to fight inf lation

In both the US and Europe, fighting inflation was the top economic priority in 2023. In the US, the Federal Reserve started raising interest rates in March 2022. In eleven steps, the Federal Funds rate was raised from zero to 5.25%. Three (0.75%) of those steps were taken in 2023, the last at the FOMC meeting on 26 July 2023. Parallel to this, the ECB raised the official rates ten times, 6 of which were in 2023. The last step (to 4.00%) occurred on 20 September 2023. Since then, the effects of the rates have become increasingly visible, with lower inflation rates as the clearest signal. The European economic growth fell to 0,5%, but the US economy held up much better. US GDP grew by 3.1% in 2023, creating 2.7 million jobs.

The labour markets stayed strong, with unemployment remaining at relatively low levels.

The development of the Dutch economy was roughly in line with the EU. After a record high of 11.6% in 2022, inflation fell to 4.1% in 2023. Dutch national bank DNB expects a further drop to 2.9% in 2024 and, closer to the 2% target, 2.2% by 2025. The main causes are lower energy prices and central bank interest rate hikes. Inflation is also higher due to wage increases of 5.9% in 2023 and 5.7% expected in 2024. The Dutch economy grew by 0.1% in 2023. This is sharply lower than in 2022 when growth was extra strong thanks to the recovery from the COVID-19 pandemic.

• | ANNUAL REPORT | VALUE8

In the years ahead, growth will, again, according to DNB, be slightly higher, at 0.3% in 2024 and 1% in 2025. The slow economic growth is caused by the downturn in global trade and the tight ECB monetary policy. The general government budget deficit was 0.9% of GDP in 2023 and is expected to grow in the coming years. Unemployment remains low at 3.6% in 2023 but rises to 4% in 2024.

Meanwhile, in the United States, 10-year interest rates ended 2023 at 4.36% compared to 3.84% at the end of 2022. The 10-year interest rate in the Netherlands dropped from 2.82% at the end of 2022 to 2.27%.

The mix of above target inflation, higher central bank interest rates and soft economic data weighed on stock prices in the first nine months of 2023. When it became clear that the ECB and the Federal Reserve reached the end of the interest-rate hiking cycle, sentiment improved. The expectation of several interest-rate drops in 2024 caused a buoyant stock market sentiment in November and December.

The revolution in artificial intelligence, which received broader recognition with the introduction of ChatGPT, provided a welcome boost to the tech sector. The large US tech firms, nicknamed The Magnificant Seven, lead the Nasdaq substantially higher.

Within the tech sector, AI-related stocks rose sharply, with AI chipmaker Nvidia in front. Other sectors like industrials, pharmaceuticals and financials clearly lagged the indices.

Looking at the index, the Nasdaq rose by 61%, followed by the S&O 500 (+24%) and the Dow Jones (+14%). In the Netherlands, the semiconductor stocks performed extremely well, with BESI rising 141%, followed by ASM International (99%).

	Dec- 23	Dec-22	in %
AEX	786,62	689.01 14.2%
ASCX	1198.48	1189.45	0.8%
AMX	926.08	929.66 -0.4%
S&P 500	4769.83	3839.50 24.2%
Dow Jones	37689.54	33147,25	13.7%
Nasdaq	16825.93	10466,48	60.8%
Gold	2062.36	1824,34	13.1%
Silver	23.79	22,41	6.2%
10-year interest rate NL	2.27	2,82	-19.7%

The precious metals gained ground, although volatility remained low. Both gold (+13%) and silver (+6%) showed a positive return.

3. Value8 takes 31% stake in SME acquisition platform

In 2023, Value8 made one larger investment: it acquired a 31% stake in the Deal Value Group in two steps.

In April, Value8 took a 31% stake in Dealsuite, a European SME acquisition platform active in Germany, the United Kingdom, Belgium, France and the Netherlands. In October, a 31% stake was acquired in Brookz, the SME acquisition platform that focuses purely on the Netherlands. The merger of these two platforms took place in December 2023. The new Deal Value Group also includes ValuePartner (valuation software) and C365 Yellow (software development).

For companies and private equity firms that want to strengthen their market position with a buy & build strategy, Brookz and Dealsuite are indispensable platforms to find acquisition candidates, screen them and implement their growth strategy.

Brookz is the largest acquisition platform in the Netherlands, with more than 50,000 affiliated entrepreneurs, investors and advisors. Since its founding in 2007, more than 7,400 companies have been sold through the platform. Brookz is an open platform focusing on the Dutch market and small and medium-sized SME companies.

Dealsuite, on the other hand, focuses on the European market and larger SME companies (medium to large). It's a closed platform accessible to companies, corporate finance advisors and (private equity) investors. Dealsuite is growing faster than Brookz but is not yet profitable.

Value8 is enthusiastic about the perspective of both Brookz and Dealsuite and is determined to support both young companies in their ambitious growth plans.

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4. Investment portfolio grows to €109 million

In 2023, the value of our investment portfolio increased from €100.4 to €108.7 million. This increase can be explained by two factors: the acquisition of a 31% stake in Deal Value Group and the appreciation of the portfolio, resulting in a net profit of €5.8 million.

More than three-quarters (€83.5 million or 76.8%) of the portfolio is invested in listed companies. Private company investments account for €22.7 million or 20.9% of the portfolio.

The largest four investments are our stakes in Morefield Group (Kersten), Renewi, Ctac and Almunda Professionals.

•	Morefield Group	€18.3 million
•	Renewi	€14.0 million
•	Ctac	€13.2 million
•	Almunda	€12.9 million

In the sector spread, healthcare (28.7% of the portfolio) ranks first, followed by technology (15.7%) and sustainability (14.2%). These sectors benefit from the megatrends of ageing, digitalisation and sustainability. Financial services (8.5%) and building materials (7.1%) come in places four and five. Other sectors represent 5.6% of our portfolio. Loans and cash account for another 13.0%. We are satisfied with our portfolio's diversification and resilience in an economically difficult year.

Although 2023 was a good year for stocks, small caps clearly lagged. In 2023, we continued to focus on strengthening our companies. This work, a fundamental driver of value creation, consists of developing and exercising plans with our management teams to improve products, services and market position. The aim is to grow our companies organically with healthy margins. On top of that, we continue to look for attractive add-on acquisitions.

In the following paragraphs, we will zoom in on the development in 2023 of the largest investments and companies, or our big 4 (Morefield, Renewi, Ctac and Almunda) and the investments with equity value between €3 and €10 million or the next 4 (AmsterdamGold, Concordia, IEX Group, MKB Nedsense). The last section covers the investments/ companies with an (equity) value below €3 million. The largest four investments are all listed on the Euronext Amsterdam stock exchange. After the big 4, we will indicate whether the investments concern a listed or private company.

• | ANNUAL REPORT | VALUE8

5. The big 4

L arge investments > € 10 million

Ctac: turnover growth in transition year 2023

Ctac published mixed results over 2023. Revenue grew 8.1% (+7.1% organic) to €127.2 million. Turnover grew in the first nine months and stabilised in the fourth quarter. Normalised EBITDA came in at €11.8 million, with a margin of 9.3%. (2022: €13.3 million with a margin of 11.3%). Including one-off charges, EBITDA comes in at €10.2 million. Ctac's results were impacted by one-off charges for Technology2Enjoy, a provision related to long-term sickness and streamlining of the organisation. The operating cash flow rose to €10.7 million, and the net cash position stands at €7.0 million. Based on normalised earnings per share of €0.30, the company proposed a cash dividend of €0.11. This represents a pay-out of 37% based on normalised net profit. For 2024, Ctac projects organic revenue growth with an emphasis on improved profitability. The company's management, led by new CEO Gerben Moerland, will focus on the roll- out of the recalibrated strategy. The share price of Ctac ended 2023 slightly down (-1.5% to 3,30). Including the dividend (€0.12 or 3.6%), the total return amounted to 2.1%.

Renewi rejects Macquarie offer

Value8 NV started investing in Renewi in October 2020. Since then, a remarkable turnaround has occurred. After the excellent results in 2022/23 (book year from 1 October to 31 September), the first half of book year 2023/24 came in at a lower level. This decline is due to normalised recyclate prices and subdued volumes in commercial waste sectors, particularly construction and demolition. Renewi reported half year revenue of €937 million compared to €952 million a year earlier. Underlying EBITDA reached €114 million (2023: €132 million). In September, Macquarie offered 775 pence or approximately €9 per Renewi share, a premium of approximately 52%. The offer was rejected by the Renewi board with a statement: "The board considered the proposal in detail and believes it fundamentally undervalues the value of Renewi and its prospects." Value8 owns a 2.4% stake in Renewi. The company's share price, supported by takeover interest from Macquarie in November 2023, rose 11.8% to €7.36. Value8 is convinced that Renewi's management team can continue to grow the company and increase profitability. The shares are currently undervalued and should - given their sustainability profile - trade at a premium to the smallcap market.

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Higher turnover Almunda in transition year

Almunda Professionals' turnover increased from €26.3 million to €27.5 million in 2023. Revenue growth at PIDZ and the first revenue contribution (four months) for ICE were partly offset by a decline in revenue at Novisource. Group EBITDA fell from €6.5m to €5.0m in 2023. Profit before interest expenses and taxes (EBIT) came in at €1.8 million, the same as in 2022. The activities within Almunda Professionals - PIDZ, Novisource and ICE - showed different dynamics. PIDZ continued to grow in 2023. Turnover increased by 7.7% from €14.3 million to €15.4 million. Novisource faced challenging market conditions in 2023. Revenue for 2023 fell to €8.4m (-28.6%), and EBITDA dropped to €-0.1m in 2023. Year- on-year, ICE's 2023 revenue grew from €7.7 to €9.3 million. ICE was acquired in September 2023 and thus only contributes 4 months to the Almunda results. Equity attributable to shareholders increased from €11.7 to €13.0 million. Almunda Professionals is optimistic for

2024. Based on the continuing demand for healthcare professionals (PIDZ), opportunities due to the energy transition (ICE) and the recovery plan at Novisource, Almunda Professionals expects to realise healthy growth in 2024. In 2023, Almunda's share price rose modestly by 2.3% to 1.32%. The total return, including the dividend, was 7.0%.

Morefield Kersten had an excellent year

Kersten, since November 2022, part of Morefield Group, continued its strong performance in the second half of 2023. Kersten's turnover increased in 2023 from €78.1 million to €92.7 million, an increase of 18.7%. Morefields operating result (EBITDA) increased from €3.9 to €17.8 million. Based on the strong performance of Kersten', Morefields (diluted) earnings per share increased from €0.066 in 2022 to €0.076 in 2023. Kersten is sticking to its organic growth strategy as a total provider in the Dutch medical aid market. This organic growth is based on increasing the number of clients and offering the full range of services to existing clients. The aim is to achieve turnover growth of at least 10% in 2024 while maintaining the EBITDA margin achieved in 2023. On 4 December 2023, Morefield announced that a corporate finance agency had been engaged to advise on the role that Kersten could play - actively or passively - in scaling up in the sector. The excellent operational results of Kersten were well received by investors. The share price of parent company Morefield rose in 2023 by 32.9% to €0.42.

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The next 4

Medium sized investments (€3-10 million)

AmsterdamGold (private): growth in storage, lower trading volume

The gold price rose by 13% in 2023, and silver followed with a 6% increase; because of low volatility, turnover decreased from €50.6 to €35.5 million. Operating profit decreased from €1.1 to 0.6 million. Without one-off items, EBITDA would have been €0.9 million. While trading activities retreated, AmsterdamSafe saw the amount of precious metals in its storage facilities rise. After substantial investments in the IT platform, AmsterdamGold will now increase its marketing efforts and focus on a rebound in sales.

Concordia (private) expects business to decline further in 2024

As expected, Concordia in 2023 failed to maintain the good results of 2022. Revenue, including the acquired Eppinga, reached €123.8 million (2022: €125.5 million). Without Eppinga, revenue would have been €117.1 million. With the gross margin remaining the same, the cost percentage has increased significantly. The company signals a noticeably higher cost percentage for housing (increased energy costs and rent) and staff (collective labour agreement increases of 7% and necessary staff expansion), among others. Inventory revaluation and purchase price differences were €1.1 million lower in 2023 than in 2022.

Although the price of many building materials is still rising, the price of wood fell substantially in 2023. As a result, EBIT was around €5.5 million, or 4.6% of sales. That is below the long-term target of 5% of sales. For 2024, Concordia expects a marked decline in branch sales. This is due to delays in the construction sector and a lower price level of building materials. This is only partly offset by additional renovation projects. It is clear is that 2024 will not be a peak year in the construction and building materials trade. Concordia expects a lower commercial result in 2024, below its long-term target of 5% of turnover on average.