However, these projections remain subject to significant uncertainty following the escalation of the conflict involving Iran, which is disrupting energy supply routes and driving up fuel prices – with potential implications for inflation, real incomes, and the future direction of global monetary policy. 

The overview below reflects our understanding of macro-economic growth projections based, amongst other things, on the IMF January 2026 update, while acknowledging that the evolving situation in the Middle East could materially alter these baseline scenarios:

• Euro area: the IMF projects real GDP growth of about 1.3% in 2026 and 1.4% in 2027, supported by a gradual recovery in domestic demand and higher public spending on defense and infrastructure, particularly in Germany. These prospects remain vulnerable to renewed increases in energy prices linked to the war in Iran.
• United States: growth is expected to reach 2.4% in 2026, underpinned by robust private demand and more accommodative financial conditions. Nonetheless, higher energy prices and increased geopolitical uncertainty could slow the disinflation process and affect consumption and investment.
• China: growth is estimated at 4.5% in 2026, after 5% in 2025, supported by fiscal stimulus measures and renewed public-bank lending for productive investment. 

The results of the Cobepa Group and its portfolio companies should be assessed in this complex and uncertain economic environment. 

Throughout the past ten years, the Cobepa Group measured the performance of the past financial year via two indicators. 

In May 2025, Cobepa contributed an amount of EUR 15.1 million in the Ascentiel group in the context of a capital increase completed to finance the acquisition of Financière Eurosafe, the mother company of the Eurodommages group. 

On 15 July 2025, Cobepa invested USD 225.0 million to acquire a majority stake in Eagle Fire, alongside the company’s management team and other co-investors. Eagle Fire is a leading provider of fire protection and life safety services, offering inspection, maintenance and installation solutions to a diversified base of commercial and industrial clients. 

On the same date, Cobepa invested USD 81.7 million to acquire a minority stake in Sax, together with its founders and management. Sax is an accounting and advisory firm based in Parsippany, New Jersey, providing assurance, tax and consulting services to a broad range of corporate and private clients. 

On 29 July 2025, Cobepa invested EUR 155.6 million to acquire a majority stake in Itineris. Itineris develops and implements cloud-based customer information and customer relationship management software specifically designed for water and energy utilities, helping them manage the full meter-to-cash value chain and customer interactions more efficiently. 

The company bears no particular risks other than those that are related to the daily management of the company. The evolution of those risks is communicated twice a year to the Audit Committee. 

The company is bearing the risks to which the Cobepa Group is exposed. 

The risks to which the Cobepa Group is exposed reflect, to a large extent, the risks to which the companies in which the Cobepa Group has an interest are exposed. 

The rigorous analysis of each investment and the diversification of the portfolio to which the Cobepa Group is mindful are likely to mitigate these risks. 

On 31 December 2025, the Cobepa Group’s portfolio consists of 21 investments. This portfolio is diversified between several sectors. The vast majority of the portfolio companies hold leading positions in their respective markets. 

Following an in-depth analysis of a potential investment, the Cobepa Group decides to proceed with the investment after analysing the following elements:

• the existence of favourable market dynamics, including a deep and growing market(s), addressable adjacent markets and a favourable industry structure (resilient and/or recession-proof markets, capacity to pass through price increases, no major threat of substitution, adoption rate for the products/services is increasing / structural for the foreseeable future); 
• the presence of sustainable competitive leadership, with sizeable and growing market shares, higher margins than the competition, high barriers to entry, technological edges, high customer satisfaction, a compelling ESG policy and approach, a clear business purpose, efficient talents management and a presence at the center of an ecosystem (stable or growing position in the overall value chain); 
• a strong management and governance, with an adequately seasoned and calibrated management team, being deeply financially committed, the ability to hire and fire top management, and adequate governance ensuring; 
• attractive economics: high cash conversion capacity (including M&A investments if included in returns), structural operating leverage, attractive deleveraging profile, ability to pay dividends/interest/fees after some years and a fast de-risking profile in terms of EBITDA multiple; and 
• the existence of multiple and enforceable levers for accelerated growth and a multi-path exit strategy, including possible and credible acceleration of value creation, an equity story supported by multiple drivers that can be activated by the company itself and are not dependent on external factors over which the company has no control, and the presence of true strategic value leading to no dependency on one exit route and offering downside protection.

The vast majority of the realised investments meets these characteristics.

Furthermore, the Cobepa Group always ensures that its investments are adequately protected:

• the Cobepa Group ensures that a clear joint project, which will create value and comply with all stakeholders’ interests, is outlined and accepted; 
• the Cobepa Group recognizes the necessity for management to have a strategic view which is in the interest of all stakeholders. Accordingly, the Cobepa Group invests in companies whose existing management is solid and encourages the implementation of long-term incentive schemes for the top executives, thereby ensuring a partnership that is beneficial for all stakeholders; 
• the Cobepa Group systematically requests a seat on the board of directors of companies in which it invests. Furthermore, it defines certain subjects as being “key matters” for which it reserves the right to influence decisions, in order to protect its investment, especially when the Cobepa Group is a minority shareholder; 
• the Cobepa Group always ensures that a thorough and complete due diligence has been performed before investing; the Cobepa Group requires regular reporting from the companies in which it invests; 
• the Cobepa Group concludes shareholders’ agreements which provide for specific liquidity clauses; and 
• the Cobepa Group requires an annual yield for growth capital investments.

In addition, investments are continuously monitored through: 

• the exercise of one or more board positions in most of the portfolio companies; 
• the participation of the director designated by the Cobepa Group in the audit committee and remuneration committee in most portfolio companies; and 
• the internal analysis carried out by the team dedicated to monitoring each portfolio company.

This monitoring should allow for any issues to be detected at an early stage and for the appropriate measures to be taken rapidly.

In 2025, Cobepa continued implementing its ESG approach and refining its processes, training and tools to analyze ESG considerations in future and current investments. With the help of a ESG advisor, this strategy is applied in the pre-investment phase and during the ownership phase of the portfolio company (see below). In 2025, Cobepa performed its first carbon footprint, calculating its GHG emissions on FY2023 and FY2024 data.

Furthermore, in 2025, Cobepa issued an ESG Report to its shareholders, outlining Cobepa’s ESG approach, how it engages with its portfolio companies on ESG and how ESG is managed within Cobepa’s own operations, including the publication of its first carbon footprint.

ESG in the pre-investment phase 

This approach focuses on the evaluation of potential new investments according to their ESG practices. This strategy is based on the due diligence tool, developed in-house, which is designed to assess potential acquisitions on their ESG approach and how they integrate ESG into their business model. The findings of this tool are incorporated into investment memoranda, which are analyzed and discussed by the Investment Committee.

ESG in the ownership phase 

This phase focuses on the management of ESG risks and opportunities in the portfolio companies. The Cobepa Group has developed a reporting tool that has been submitted to the portfolio companies in order to collect data and information on their ESG strategy, policies and ambitions, as well as on their key performance indicators. The information collected provides a useful assessment of the key priorities and issues within the portfolio companies, which will help Cobepa to support them in the implementation of their ESG ambitions, where appropriate. ESG is also discussed min. 1x per year at board level of each of our portfolio companies. In addition, the Cobepa monitoring teams with the help of the ESG team are organizing regular calls with management teams of the portfolio companies (in principle min. twice a year) to discuss the progress made on ESG priorities. 

Personnel 

On 31 December 2025, the Cobepa Group employed 43 persons. 

Comments on the accounts 

For the accounting period ending on 31 December 2025, Cobepa SA drew up statutory accounts and restricted consolidated accounts. The accounts cover a period of twelve months. 

As the accounts of Cobepa SA are integrated in the accounts published by Cobehold SA, the Annual Shareholders’ Meeting exempted Cobepa SA from drawing up and publishing consolidated accounts for the financial year 2025. 

On 1 October 2025, the capital of Cobepa SA was increased by an amount of EUR 200,000,046.70, following which the capital of Cobepa has increased from an amount of EUR 603,542,773.77 to EUR 803,542,820.47 (the “Cobepa Capital Increase”). The Cobepa Capital Increase resulted in the issuance of 1,251,095 new shares which participate in the profits pro rata temporis as of their issuance date. The Cobepa Capital increase was subscribed to by Cobehold only and fully paid-up. 

Number of shares eligible for dividends 

Ordinary shares: 28,392,264. 

Profit appropriation 

Profit available for distribution: 

Profit carried forward on 31 December 2024
2,162,157,613.57 EUR

Profit of the year to be appropriated
229,627,262.50 EUR 

= Amount available for appropriation
2,391,784,876.07 EUR 

The above data are derived from Cobepa SA’s statutory accounts. 

Proposed dividend 

The Board of Directors proposes to the Annual Shareholders’ Meeting to distribute a total gross dividend of EUR 90,591,755.60, i.e. gross dividend of EUR 3.30 per share (it being understood that the shares issued during the capital increase of 1 October 2025 participate in the profits pro rata temporis as of their issuance date). 

Payment 

The dividend will be paid in cash on 11 May 2026. 

Post-closing events 

There have been no significant events since the closing of the accounts that might significantly affect the balance sheet and the income statement at 31 December 2025. There are no circumstances known to the management that could significantly impact the company’s development. 

The company has not undertaken any research and development activity. 

The Directors indicate that no decision has been taken and no transaction has been decided upon that would fall within the scope of article 7:96 of the Companies and Associations’ Code. 

The company does not have any branches. 

The company uses derivative financial instruments to hedge the dollar risk. 

During the financial year, the company did not acquire any rights or assume any obligations that materially affected the company’s business, results and financial position. 

1. Examination of the management report of the Board of Directors relating to the financial year ending on 31 December 2025.
2. Examination of the Auditor’s report relating to the financial year ending on 31 December 2025.
3. Examination and approval of the annual accounts relating to the financial year ending on 31 December 2025, showing a profit of EUR 229,627,262.50 and a total profit available for distribution of EUR 2,391,784,876.07.
4. Grant of a categorized profit premium.
5. Decision relating to the appropriation of the profit, as follows:
   Legal reserve EUR 11,481,363,13
   Profit carried forward EUR 2,288,930,252.17
   Dividends EUR 90,591,755.60
   Profit premium EUR 781,505.17
6. Discharge to the Directors in respect of their management and to the Auditor in respect of his audit assignment.
7. Exemption from drawing up consolidated financial statements and a management report on the consolidated financial statements.
8. Authority to carry out legal formalities.