VDHG_20251231_IND_AFR_391200IXSTHAHKXMJL91

VON DER HEYDEN

GROUP FINANCE P.L.C.

ANNUAL REPORT

& FINANCIAL STATEMENTS

31 December 2025

Company registration number: C 77266

Trident Park, Notabile Gardens, No. 6, Level 1, Office 7

Mdina Road, Central Business District Zone 2, Birkirkara, CBD 2010, Malta

CONTENTS

Page

General information 2

Directors’ report 3

Statement of compliance with the

principles of good corporate governance 9

Financial statements

▪ Statement of financial position 14

▪ Statement of profit or loss and

other comprehensive income 15

▪ Statement of changes in equity 16

▪ Statement of cash flows 17

▪ Notes to the financial statements 18

Independent auditor’s report 31

2 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

GENERAL INFORMATION

REGISTRATION

Von der Heyden Group Finance p.l.c. is registered in Malta as a public limited

liability company under the Companies Act (Cap. 386, Laws of Malta). The

Company’s registration number is C 77266.

DIRECTORS

Mr. Antonio Fenech (Chairman)

Mr. Javier Errejon Sainz de la Maza

Mr. Joseph M. Muscat

Mr. Jozef Bronislaw Borowski

Dr. Karen Coppini (resigned on 1 December 2025)

Mr. David-Richard Bonett (appointed on 1 December 2025)

COMPANY

SECRETARY

Dr. Nicholas Formosa

REGISTERED

OFFICE

Trident Park, Notabile Gardens, No. 6, Level 1, Office 7

Mdina Road, Central Business District Zone 2

Birkirkara, CBD 2010

Malta

AUDITORS

Ernst & Young Malta Limited

Regional Business Centre

Achille Ferris Street

Msida MSD1751

Malta

3 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

DIRECTORS’ REPORT

The directors of the Company hereby present their report and the financial statements for the financial year

ended on 31 December 2025.

COMPANY INCORPORATION

The Company was incorporated on 15 September 2016 as a public limited liability company, registered in

terms of the Companies Act (Cap. 386) with company registration number C 77266. It is domiciled in Malta

with its current registered office at Trident Park, Notabile Gardens, No. 6, Level 1, Office 7, Mdina Road, Central

Business District Zone 2, Birkirkara, CBD 2010, Malta.

PRINCIPAL ACTIVITY

The Company has been established to act as a finance company through which the Von der Heyden Group,

which the Company is a part of, will continue to finance its projects.

The Von der Heyden Group is principally involved in real estate investments, property management,

development and leasing, hospitality and tourism operations and hotel management across Europe

including Poland, Germany, Malta and Spain.

PRINCIPAL RISKS AND UNCERTAINTIES

The Company is dependent on the business prospects of the Von der Heyden Group, and consequently, the

operating results of the Group have a direct effect on the Company’s financial position and performance,

including the ability of the Company to meet the obligations arising on the debt securities in issue.

The Company’s assets consist principally of the amounts on-lent to the parent company and group

undertakings and the accrued interest thereon. Therefore, the ability of these companies to affect timely

payments to the Company of such loans and receivables will depend on their respective earnings

performance and cash flows.

The parent company, TIMAN Investments Holdings p.l.c., has provided a corporate guarantee in favour of the

bondholders to affect the due and punctual performance of all payment obligations undertaken by the

Company under the Bonds should the Company fail to do so. Also, the parent company has provided a

corporate guarantee in favour of the Company to affect the due and punctual performance of all the payment

obligations undertaken by the related party borrowers under the Company’s loans if the said borrowers fail

to do so.

RESULTS AND DIVIDENDS

The results for the year are set out in the statement of profit or loss and other comprehensive income on page

15. The directors do not recommend the payment of a dividend.

DIRECTORS’ REPORT

4 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

REVIEW OF THE BUSINESS

The Company’s total assets increased to €40,682,984 as at 31 December 2025 from €40,565,661 in 2024.

Non-current assets, primarily loans receivable, decreased by €4,887,500 from €36,996,579 in 2024 to

€32,109,079 in 2025 reflecting the transfer to current classification of parent company and group loans

totalling €5,000,000 due for payment on 31 July 2026. This was partially set-off by the increase arising from

assignment of €112,500 accrued interest receivable from a related company to the parent company.

Current assets increased from €3,569,082 to €8,573,905 reflecting the reclassification of loans receivable and

the assignment of interest indicated above, i.e. €4,887,500 net increase, and the remaining €198,638

movement being interest earned during the year and accrued. Also, cash and cash equivalents decreased to

€106,993 in 2025 from €188,308 in 2024 mainly on account of movement in interest accrual and the

settlement of trade payables in the year.

Total liabilities in the year increased marginally to €39,941,385 in 2025 from €39,920,899 in 2024 driven by the

€117,335 amortisation of bond issue costs and partly offset by the decrease in trade and other payables.

Total equity increased to €741,599 from €644,762 in 2024 reflecting the €96,837 profit for the year.

Finance income in the year increased to €2,679,210 from €2,631,886 in 2024. The weighted average interest

rate in the year is 6.9% per annum (2024: 6.8%).

Finance costs in the year remained relatively at the same level to that of the previous year at €2,237,335 in

2025, compared to €2,242,795 in 2024.

The resultant net finance income increased to €441,875 in 2025 from €389,091 in 2024 on account of the

higher finance income in the year.

The profit before tax in the year amounted to €96,837, an increase from last year's €54,082. primarily on

account of the higher net finance income while administrative expenses remained relatively constant at

€345,035 in 2025 compared to €335,009 in 2024. No current tax expense / payable is expected for the current

year on account of the unutilised tax losses and group loss relief that is available to the Company at the tax

return submission stage.

FINANCIAL RISK MANAGEMENT

The Company's activities expose it to a variety of financial risks, including capital risk, credit risk, liquidity risk,

interest rate risk and fair values. Refer to note 19 in the financial statements.

RELATED PARTY TRANSACTIONS

During the financial year ended 31 December 2025 there have been no material related party transactions

which have not been concluded under normal market conditions.

To the best of our knowledge, the financial statements, prepared in accordance with the applicable

accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of

the Company.

DIRECTORS’ REPORT

5 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

DIRECTORS

The directors who held office during the year were:

Mr. Antonio Fenech (Chairman)

Mr. Javier Errejon Sainz de la Maza

Mr. Joseph M. Muscat

Mr. Jozef Bronislaw Borowski

Dr. Karen Coppini (resigned on 1 December 2025)

Mr. David-Richard Bonett (appointed on 1 December 2025)

In accordance with the Company’s Articles of Association, all directors retire from office at least in each three

years but shall be eligible for re-election.

STATEMENT OF DIRECTORS’ RESPONSIBILITIES PURSUANT TO CAPITAL MARKET RULE 5.68

The Companies Act (Cap. 386, Laws of Malta) requires the directors to prepare financial statements in

accordance with generally accepted accounting principles as defined in the same Act, and in accordance

with the provision of such Act, for each financial period which give a true and fair view of the financial position

of the Company as at the end of the financial period and of the profit or loss for that period. In preparing the

financial statements, the directors are required to:

▪ adopt the going concern basis unless it is inappropriate to presume that the Company will continue

in the business;

▪ select suitable accounting policies and apply them consistently;

▪ make judgements and estimates that are reasonable and prudent;

▪ account for income and charges relating to the accounting period on the accrual basis;

▪ value separately the components of asset and liability items; and

▪ report comparative figures corresponding to those of the preceding accounting period.

The directors are also responsible for keeping proper accounting records which disclose with reasonable

accuracy at any time the financial position of the Company and to enable them to ensure that the financial

statements comply with the Companies Act (Cap. 386, Laws of Malta). This responsibility includes designing,

implementing and maintaining such internal control as the directors determine is necessary to enable the

preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The directors are also responsible for safeguarding the assets of the Company and hence for taking

reasonable steps for the prevention and detection of fraud and other irregularities.

In view of the above information, we declare that to the best of our knowledge:

▪ the financial statements were prepared in accordance with International Financial Reporting

Standards as adopted by the EU,

▪ the financial statements give a true and fair view of the assets, liabilities, financial position and profit

or loss of the Company, and

▪ this report includes a fair review of the performance of the business and the position of the Company,

together with a description of the principal risks and uncertainties that it faces.

DIRECTORS’ REPORT

6 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

GOING CONCERN STATEMENT PURSUANT TO CAPITAL MARKET RULE 5.62

As at 31 December 2025, the Company has two debt securities in issue comprising of the €35 million “Listed

Bonds” and the €5 million “Private Notes”. The Listed Bonds, with nominal value of €100 each aggregating to

€35 million, bear interest of 5% per annum, payable annually every 16 December, and have a redemption date

of 16 December 2032. The Private Notes, have an aggregate principal value €5 million, bear interest of 7.4%

per annum payable annually every 22 September, and have a redemption date of 22 September 2026.

As disclosed in notes 11 and 15, TIMAN Investments Holdings p.l.c. (the “Parent Company”) provided a

corporate guarantee in favour of the bondholders and in favour of the Company to affect the due and

punctual performance of all payment obligations undertaken by Von der Heyden Group Finance p.l.c. under

the bonds and all payment obligations by the related party borrowers to the Company, if they fail to do so.

The ability of the Company to meet its obligations, both in terms of servicing its debts and ultimately repaying

the bondholders on the redemption date is dependent on the ability of the Company to collect amounts due

from the parent company and group undertakings (note 11 and 12) and/or the ability of the Parent Company

to perform its obligations under the corporate guarantee. Accordingly, management assesses the going

concern of the Company by reference to the going concern of the Group.

In the year ended 31 December 2025, the Group reported a loss for the year of €11.72 million compared to the

€3.12 million loss in 2024. This reflects the loss before tax from continuing operations of €14.09 million for the

year, representing a significant increase compared to the loss of €2.85 million reported in 2024, as well as the

profit registered in the year from discontinued operations of €2.97 million compared to the €0.19 million loss

in 2024.

A significant factor contributing to the reported loss for the year are the finance costs of €7.7 million fully

expensed in the year as principally the construction works for the final phase of the AND2 development

project in Poznan, Poland have been in abeyance pending the protracted negotiations with the general

contractor on the settlement of liabilities for the completed phases up to the build of the office tower’s shell

and core as well as the finalisation of the works budget for the final phase. The Group is also facing late

payment interest charges of €4.7 million on its contractor liabilities. These charges were assessed at a rate of

18% to 22.5% per annum, accrued from their original due dates to 31 December 2025 and were recorded in the

current year’s profit or loss. In April 2026, the Group reached an agreement, which is subject to formal

finalisation, with the general contractor providing for a fixed settlement of a total of €26.5 million for the

combined contractor liabilities and late payment interest charges. Subject to the fulfilment of specified

conditions stipulated in this agreement, this settlement will effectively extinguish the penalty interest and

result in a full waiver of the €4.7 million, which is expected to be recognised in the profit or loss in 2026.

The results for the year are also characterised by the €2.9 million contribution from discontinued operations

representing €2.0 million gain on the termination of the two remaining hotel leases in Germany and the

balance, that includes a €0.77 million reversal of an impairment on receivables raised last year, on the exit

from a peripheral travel agency business in Spain that was sold to a related party of the Group. These

transactions, including the completion of the full exit from German operations, reflect the Group’s strategic

actions to rationalize its operating businesses’ portfolio and reduce its corporate cost structure.

In April 2026 the Group concluded the sale of the hotel property in Gdansk, Poland that was sold for €15.6

million, equivalent to the carrying value at the end of the year. Likewise, another property owned by the Group

in Olbia (Sardinia), Italy was also sold in January 2026 for €0.64 million, the same carrying value as at year end.

In 2025, the Group continued to invest in the Urban Oil petrol station business in Spain through its associate

Urbelia Business S.L. in which it has 50% interest. The business registered a loss in the year of €0.17 million on

revenue of €10.47 million that increased significantly in the last year on account of the opening of two petrol

stations. Notwithstanding the loss for the year on account of margin compression experienced during the

year, and pre‑opening costs incurred for two newly opened petrol stations as well as additional sites

scheduled to open in the near term. Despite this short‑term loss, the Group remains confident in the

long‑term prospects of the business whose 50% share has a carrying value of €3.60 million and has significant

growth potential in the years to come.

DIRECTORS’ REPORT

7 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

LIQUIDITY

As at 31 December 2025, the Group reported current liabilities of €49.7 million (2024: €40.9 million) and

current assets including the assets held for sale of €27.1 million (2024: €13.6 million), resulting in a net current

liability position of €22.6 million (2024: €27.3 million).

Included within current liabilities are the €24.9 million contractor liabilities relating to the AND2 project in

Poznan, Poland, the €4.7 million penalty charges related to the contractor liabilities, the €7.1 million loan due

on 31 December 2026 provided by the Polish Development Fund (Polski Fundusz Rozwoju or “PFR”) which

was primarily used to re-finance and partly settle the contractor financing and some tax obligations, and the

€5.0 million Private Notes maturing in September 2026. These amounts make up €41.7 million or 84% of the

total current liabilities as at year-end.

With the anticipated conclusion of negotiations with the general contractor, and the execution of the multi-

party agreement with PFR, the conditions precedent for drawdown of the additional €19.5 million PFR loan

will be satisfied. Upon drawdown, together with the additional equity contributions to made by the project

partners, the obligations with the general contractor for the cost of the project works to date will be covered

and the contractor financing liability will be consequently replaced with long-term loan facilities, addressing

the short-term liquidity position.

The available and undrawn €55 million senior lenders’ facility concluded with a consortium of banks in June

2025 will be applied to finance the remaining mechanical and engineering works forming Phase 3 of the

project together with the fit out works targeted for completion from the recommencement of the main

works. The senior lending facility is subject to customary conditions precedent including the achievement of

agreed pre-leasing levels.

Whilst the Group is actively pursuing the disposal of the plot of land earmarked for residential development

situated in the immediate vicinity of the AND2 project in Poland so as to settle the €7.1 million PFR loan due

by 31 December 2026, it is also pursuing additional initiatives to provide for the refinancing or the repayment

of the €5.0 million bond maturing in September 2026, as well as to meet other ongoing obligations. These

initiatives include the disposal of the Dlugi Targ Hotel property, announced subsequently to year end, from

which net cash proceeds of approximately €6.2 million are expected to accrue to the Group and be put mainly

towards the settlement of the Contractors’ liability.

The Group is also actively pursuing financing options tied with the Group’s properties in Lublin, Poland and

in Lucca, Italy where the Group is seeking additional increase in existing loans whilst taking advantage of the

low loan-to-value ratios of the existing loans facilities and also taking out a new loan against an

unencumbered property of the Group in Mahon (Menorca), Spain.

CONCLUSION

The above considerations constitute a material uncertainty that may cast significant doubt on the Group’s

and consequently the Company’s ability to continue as a going concern. Notwithstanding this material

uncertainty, the Group’s and Company’s financial statements have been prepared on a going concern basis.

The Directors have rigorously evaluated the Group’s liquidity position, cash flow forecasts, and operational

strategy and have assessed that the Group will continue as a going concern based on the following actions

and available funding:

• Management is in the advanced stages of negotiations with the general contractor to facilitate the

continued execution and delivery of the AND2 project. In this regard, the Group has secured €75

million in available funding, comprising a €19.5 million PFR Loan and a €55 million senior lending

facility which are specifically earmarked to settle outstanding works on the AND2 project to date and

finance its continuation to completion.

• The realisation of disposal of the properties in Gdansk, Poland, and in Olbia (Sardinia), Italy, together

with the prospective disposal of the prime plot of land in Poznan, Poland.

• Active initiatives are currently underway with a positive outlook to successfully refinance or repay the

€5.0 million Private Notes maturing in September 2026.

Based on the cash flow projections and the successful execution of the mitigating factors outlined above, the

Directors have a reasonable expectation that the Group and, as a consequence the Company, will have

adequate resources to meet its obligations as they fall due for the foreseeable future (being at least twelve

months from the date of approval of these financial statements). Consequently, these financial statements

have therefore been prepared on a going concern basis.

DIRECTORS’ REPORT

8 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

EVENTS AFTER THE REPORTING PERIOD

Except for the event disclosed in Note 20 in the financial statements, there are no other events after the end

of the reporting period which require mention in this report.

AUDITORS

Ernst & Young Malta Limited, Certified Public Accountants, have expressed their willingness to continue in

office and a resolution for their reappointment will be proposed at the Annual General Meeting.

Signed on behalf of the Company’s Board of Directors on 30 April 2026 by Antonio Fenech and Joseph M.

Muscat as per the Directors’ Declaration on ESEF Annual Financial Report submitted in conjunction with

the Annual Financial Report 2025.

9 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

STATEMENT OF COMPLIANCE

WITH THE PRINCIPLES OF

GOOD CORPORATE

GOVERNANCE

The Company is committed to observing the principles of transparency, compliance and proper corporate

governance. On 4 November 2016, the Board of Directors of the Company in office at the time adopted a Code

of Principles of Good Corporate Governance based on Appendix 5.1 and as referred to in Rules 5.94-5.97 of

Chapter 5 of the Maltese Capital Market Rules (CMR) issued by the Malta Financial Services Authority (MFSA).

This Code was endorsed by the Board in office on 12 January 2017. Subsequent to the changes in the Board

composition, the code of principles of Good Corporate Governance was endorsed in August 2020, in May 2022

in July 2023 and in December 2025. The Code is regularly discussed, and compliance thereto is verified during

the Company's board meetings. The original signed Corporate Governance Code is available for inspection by

the public at the registered office of the Company.

The Board of Directors hereby report on the compliance by the Company with the Code in line with CMRs

5.55.3 and CMR 5.97 for the financial period ending 31 December 2025.

In terms of CMR 5.101. the Company is exempt from the requirement to disclose information prescribed by

CMRs 5.97.1 to 5.97.3, 5.97.6 and 5.97.8.

COMPOSITION OF THE BOARD – CMR 5.97.7

The Board is composed of persons considered fit and proper to direct the business of the Company. All the

directors, individually and collectively, are considered to have the appropriate skills, diversity of knowledge

and experience to conduct themselves with honesty, competence and integrity.

In accordance with art. 2 of the Corporate Governance Code, Mr. Antonio Fenech has been appointed as

Chairman of the Company. Mr Javier Errejon Sainz de la Maza as Managing Director of the Group also sits on

the Board. The Chairman is responsible to lead the Board and set its agenda. The Chairman ensures that the

Board is in receipt of precise, timely and objective information to take sound decisions and effectively monitor

the performance of the Company. The Chairman encourages active engagement by all members of the

Board for discussion of all issues raised during Board meetings.

Given the nature of the Company’s operations, specifically as a finance vehicle set up for the Group’s

requirements, no Chief Executive Officer has been appointed. The Group Head of Finance, Mr. Abdel Al-Rashid

Taola, is invited to attend every meeting of the Board to report on the financial performance of the Company

and of the Group, present the management and annual reports thereof and report on the progress of the

external audit thereon. Annually, the Board also invites the Founder and Ultimate Beneficial Owner, Sven Von

der Heyden, to discuss the Company and Group’s strategy and performance.

In terms of the Company’s Memorandum and Articles of Association, the affairs of the Company shall be

managed and administered by the Board of Directors to be composed of not less than two (2) and not more

than five (5) directors. Each director shall have one (1) vote and in the event of an equality of votes the

Chairman shall have no additional or casting vote. The directors shall be appointed by means of an ordinary

resolution of the shareholders of the Company in the general meeting. An election of directors shall take place

every year at the Company’s Annual General Meeting. All directors shall retire form office once at least in each

three (3) years but shall be eligible for re-election.

STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE GOVERNANCE

10 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

During the last Annual General Meeting (“AGM”) of the Company held on 29 July 2025, the Company’s

shareholders resolved to re-appoint the then directors up to the next Annual General Meeting in accordance

with the Company’s Memorandum and Articles of Association.

In accordance with art. 3 of the Corporate Governance Code, the Board of Directors of the Company is made

up of the following non-executive directors:

▪ Mr. Joseph M. Muscat (Independent Director)

▪ Mr. Jozef Bronislaw Borowski

▪ Dr. Karen Coppini (Independent Director) (resigned on 1 December 2025)

▪ Mr. David-Richard Bonett (Independent Director) (co-opted on 1 December 2025)

As at the date of this report, the Board consists of two (2) Executive Directors entrusted with the Company’s

day-to-day management and three (3) non-executive directors, two of whom are also independent of the

Company. The Board, taking due note of CMR 5.119, considers the independent non-executive directors

independent of management and free from any business, family or other relationship with the Company, its

controlling shareholder or its management that could materially interfere with the exercise of their

independent judgment. Mr. Jozef Bronislaw Borowski is considered not to be independent in view of the

business relationship he holds with the Group (Company Announcement VDHGF 46-2020). The Board

considers that the business relationship which exists is not significant as to undermine the said director’s

ability to consider appropriately the issues which are brought before the Board and exercise independent

judgement which can hinder his objectivity. The Board is considered to have a balance of knowledge,

experience to examine the performance, strategy and governance of the Company.

COMPOSITION OF AUDIT COMMITTEE – CMR 5.97.7

In accordance with art. 4 of the Corporate Governance Code, the Board of Directors of the Company has, in

addition to setting the Company’s strategy, policies and objectives, established an Audit Committee in line

with the requirements of the CMRs. The purpose of the Audit Committee is that of assisting the Board in

fulfilling its oversight responsibilities for the financial reporting process, the system of internal controls, the

audit process and the process for monitoring compliance with applicable laws and regulations. The following

directors sit on the Audit Committee:

▪ Mr. Joseph M. Muscat (Independent Director and Chairman of Audit Committee)

▪ Mr. Jozef Bronislaw Borowski

▪ Dr. Karen Coppini (Independent Director) (resigned on 1 December 2025)

▪ Mr. David-Richard Bonett (Independent Director) (co-opted on 1 December 2025)

The Audit Committee’s Terms of Reference, adopted on 12 January 2017 and updated on 5 September 2022,

are intended to set out the powers and responsibilities of the Audit Committee. The Audit Committee is a

sub-committee of the Board constituted to fulfil an oversight role in connection with the quality and integrity

of the Company's financial statements and consists of the Company's non-executive directors, in accordance

with art. 3 of the Corporate Governance Code. In performing its duties, the Audit Committee is to maintain

effective working relationships with the Board of Directors, management and the external auditors of the

Company.

The Audit Committee considers the arm’s length nature of related party transactions that the Company

carries out, given the role and position of the Company within the Von der Heyden Group, specifically its status

of a special purpose vehicle set up to act as a financing company solely for the needs of the Von der Heyden

Group.

STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE GOVERNANCE

11 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

INTERNAL CONTROL AND RISK MANAGEMENT SYSTEMS IN RELATION TO

FINANCIAL REPORTING PROCESS – CMR 5.97.4

The Audit Committee is designed to assist the Board in its oversight of matters relating to the Company’s and

the Group’s financial reporting and internal controls. In line with its Terms of Reference, the Audit Committee

is required to ensure that the control assurance processes implemented by management are complete and

effective. In this regard, the Audit Committee is required to monitor the effectiveness of the internal quality

control and risk management systems and establish internal procedures which shall be monitored on a

regular basis.

As the Group Head of Finance of the Von der Heyden Group, Mr. Abdel Al-Rashid Taola is also invited to the

Audit Committee meetings to ensure proper oversight on the quality and integrity of the Company’s financial

reporting. The Company’s financial reporting has been prepared by the finance team of the Von der Heyden

Group based in Malta and the Company’s executive directors. Thereafter the annual audit of the Company’s

financial statements has been performed by Ernst & Young Malta.

The Audit Committee annually holds a governance meeting to evaluate its corporate strategy and policy

development. The Group Head of Legal is invited to present updates on the Group’s policies and procedures,

legal and compliance obligations, and internal controls. Ms. Anuschka Von der Heyden, the Group’s Head of

Sustainability, is also invited to the Audit Committee to report on the actions and strategy being adopted to

ensure proper and sustainable practices are implemented and reported upon. Additionally, to ensure proper

oversight on the quality and integrity of the Company’s financial information and to continuously assess and

monitor the Company’s present and future operations, opportunities, threats and risks, the Head of

Operations of the Group annually report to the Audit Committee on IT risk management reviews being

carried out, cyber security preparedness and training together with oversight of external service providers.

The Audit Committee also regularly invites the project managers and leasing representatives engaged on the

main ongoing investment property projects to report on the progress in development and the marketing of

the properties that could have an impact on the ability of the Parent Company to perform its obligations

under the corporate guarantee.

CONDUCT OF GENERAL MEETING – CMR 5.97.6

In terms of CMR 5.97.6, the audited and approved financial statements will be presented to the Company’s

shareholders by the Board of Directors of the Company for its formal adoption in the Annual General Meeting

of Shareholders in which TIMAN Investments Holdings p.l.c. has the sole voting power as holder of all 249,999

issued and outstanding ordinary ‘A’ shares.

CORPORATE GOVERNANCE PRACTICES – CMR 5.97.2

In accordance with art. 5 of the Corporate Governance Code, the Board of Directors of the Company has

formally met during the year 2025 on six occasions. The Audit Committee met on nine occasions during the

year 2025. All members were present for such meetings.

In accordance with art. 6 of the Corporate Governance Code, the Directors, especially non-executive Directors,

have access to independent professional advice at the Company’s expense where they judge it necessary to

discharge their responsibilities as directors. All directors have access to the advice and services of the

company secretary who is responsible to the board for ensuring that board procedures are complied with.

DEPARTURE FROM THE CORPORATE GOVERNANCE CODE – CMR 5.97.3

The Company, due to its continuous oversight and communication with its shareholders, has not established

a committee to carry out a performance evaluation of its role in accordance with art. 7 of the Corporate

Governance Code.

The Company, due to its limited operational function within the Von der Heyden Group, has not established

a nomination or remuneration committee in accordance with art. 8 of the Corporate Governance Code. No

part of the remuneration paid to the directors is performance based. The directors receive a fixed monthly

remuneration and as directors of the Company are not entitled to profit-sharing, share options or pension

benefits.

STATEMENT OF COMPLIANCE WITH THE PRINCIPLES OF GOOD CORPORATE GOVERNANCE

12 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

RELATIONS WITH SHAREHOLDERS, THE MARKET AND INSTITUTIONAL SHAREHOLDERS

At the Annual General Meeting (‘AGM’) of the Company, the Board ensures that information is communicated

to the shareholders in a transparent and accountable manner. The ordinary business at the AGM is to consider

the accounts, balance sheets and reports of the directors and auditors and the appointment of and fixing of

the remuneration of the auditors in line with the Memorandum and Articles of Association of the Company.

The Chairman ensures that all directors of the Board, including the Chairman of the Audit Committee, is

available at the AGM in order to answer to any questions.

The Board recognises the importance of providing the market with regular, timely, accurate, comprehensive

and comparable information. In accordance with art. 9 of the Corporate Governance Code, the Company

regularly issues Company Announcements in order to formally comply with the CMR as well as to inform the

market about business updates of the Von der Heyden Group.

The Company is privately held and has no institutional shareholders, therefore art. 10 of the Corporate

Governance Code does not momentarily apply to the Company.

CONFLICTS OF INTEREST

The directors are strongly aware of their responsibility to act at all times in the interest of the Company as a

whole, and of their obligation to avoid conflicts of interest, irrespective of whoever appointed them to the

Board. In accordance with art. 11 of the Corporate Governance Code, should an actual or potential conflict

arise during the tenure of a directorship, the director must disclose and record the conflict in full and in time

to the board and shall not participate in any discussion concerning matters in which he has a conflict of

interest unless the Board finds no objection to the presence of such director. The directors conclude that no

actual or potential conflicts of interest have occurred in the reporting period. Should this nevertheless be the

case, any director who would have a conflict of interest on a matter put for discussion and vote, shall refrain

from voting on the subject matter.

CORPORATE SOCIAL RESPONSIBILITY

Based on the parameters outlined in Article 3 of the Accounting Directive, the Company qualifies as a micro

undertaking, while the Group is classified as a small undertaking. Under the Corporate Sustainability

Reporting Directive (CSRD) and Article 8 of the EU Taxonomy Regulation, the Group was originally expected

to begin mandatory sustainability reporting for financial years starting 1 January 2026. However, following the

European Commission’s adoption of the “first simplification Omnibus package” on 26 February 2025, neither

the Company nor the Group is presently subject to mandatory reporting obligations under the CSRD or

Article 8 of the Taxonomy Regulation.

Notwithstanding the removal of mandatory obligations, the Group will publish its fourth annual ESG report,

continuing the work initiated in 2022 with the establishment of its decarbonisation objectives. Over the past

year, the Group refined its sustainability strategy, transitioning from absolute to intensity‑based

environmental targets and updating the base year from 2021 to 2023 to better reflect post‑pandemic

operating conditions. Intensity‑based targets are particularly relevant for a growing portfolio, enabling the

Group to measure performance relative to business expansion. In 2024, the Group strengthened its

governance structure through the creation of an ESG Committee and enhanced its internal reporting

framework, including periodic disclosures on labour practices, waste management, and food safety across its

hotel operations.

The Group remains committed to advancing its environmental and social performance, supported by a 2030

target to reduce energy consumption and Scope 1 and 2 emissions per square metre by 40%. As the property

portfolio continues to evolve, reported emissions are adjusted to ensure year‑on‑year comparability. The

Group also broadened its social impact initiatives during the year, including local community projects that

contribute to carbon absorption, land restoration, and support for local livelihoods. These efforts reflect the

Group’s ongoing dedication to managing its environmental footprint, strengthening its social contribution,

and identifying opportunities to mitigate climate‑related risks in alignment with global sustainability

objectives.

FINANCIAL

STATEMENTS

14 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER

2025

2024

Notes

€

ASSETS

Non-current assets

Loans and other receivables

32,109,079

36,996,579

Current assets

Loans and other receivables

8,466,912

3,380,774

Cash and cash equivalents

106,993

188,308

Total current assets

8,573,905

3,569,082

TOTAL ASSETS

40,682,984

40,565,661

EQUITY AND LIABILITIES

Equity

Share capital

250,000

Retained earnings

491,599

394,762

TOTAL EQUITY

741,599

644,762

Non-current liabilities

Debt securities in issue

34,565,657

39,404,907

Current liabilities

Debt securities in issue

5,194,678

232,525

Trade and other payables

181,050

283,467

Total current liabilities

5,375,728

515,992

TOTAL LIABILITIES

39,941,385

39,920,899

TOTAL EQUITY AND LIABILITIES

40,682,984

40,565,661

The notes on pages 18 to 30 are integral part of these financial statements.

The financial statements on pages 14 to 30 have been authorised for issue by the Board of Directors on

30 April 2026 and were signed on its behalf by Antonio Fenech and Joseph M. Muscat as per Directors’

Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report 2025.

15 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

STATEMENT OF PROFIT OR LOSS AND OTHER

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER

2025

2024

Notes

€

Finance income

2,679,210

2,631,886

Finance costs

(2,237,335)

(2,242,795)

Net finance income

441,875

389,091

Administrative expenses

(345,038)

(335,009)

Profit before tax

96,837

54,082

Taxation

26,486

Profit for the year

96,837

80,568

Other comprehensive income

Total comprehensive income

for the financial year, net of tax

96,837

80,568

Basic and diluted earnings per share

0.39

0.32

The notes on pages 18 to 30 are integral part of these financial statements.

16 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER

Retained

Total

capital

earnings

equity

€

Financial year ended 31 December 2024

Balance as at 1 January 2024

250,000

314,194

564,194

Total comprehensive income for the year:

- Profit for the financial year

80,568

- Other comprehensive income

80,568

Balance as at 31 December 2024

250,000

394,762

644,762

Financial year ended 31 December 2025

Balance as at 1 January 2025

250,000

394,762

644,762

Total comprehensive income for the year:

- Profit for the financial year

96,837

- Other comprehensive income

96,837

Balance as at 31 December 2025

250,000

491,599

741,599

The notes on pages 18 to 30 are integral part of these financial statements.

17 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER

2025

2024

Notes

€

Cash flow from operating activities

Profit before tax

96,837

54,082

Adjustments for

Amortisation of bond issue costs

117,335

112,658

Operating profit before working capital movements

214,172

166,740

Increase in loans and other receivables

(198,638)

(109,237)

(Decrease)/Increase in trade and other payables

(96,849)

129,732

Net cash flows (used)/from in operating activities

(81,315)

187,235

Cash flows from investing activities

Loans advances to the parent company

(170,000)

Net cash flows used in investing activities

(170,000)

Cash flows from financing Activities

Repayment of debt securities in issue

(4,040)

Net cash flows used in financing activities

(4,040)

Net movement in cash and cash equivalents

(81,315)

13,195

Cash and cash equivalents at beginning of year

188,308

175,113

Cash and cash equivalents at end of year

106,993

188,308

Additional information on operational cash flows from interest

Interest received

2,471,863

2,525,426

Interest paid

(2,119,377)

(2,127,417)

The notes on pages 18 to 30 are integral part of these financial statements.

18 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

NOTES TO THE FINANCIAL STATEMENTS

1. GENERAL INFORMATION

Von der Heyden Group Finance p.l.c. is a public limited liability company and is incorporated in Malta.

Von der Heyden Group Finance p.l.c. is a subsidiary of TIMAN Investments Holdings p.l.c., a company

registered in Malta, with its current registered address at Trident Park, Notabile Gardens, No. 6, Level 1, Office

7, Mdina Road, Central Business District Zone 2, Birkirkara, CBD 2010, Malta. TIMAN Investments Holdings p.l.c.

owns 100% of the voting capital of the Company.

The ultimate parent company is Von der Heyden Group Holding B.V., a company registered in Curacao, with

its registered address at Landhuis Groot Kwartier, Groot Kwartierweg 12, Curacao. The ultimate controlling

party of Von der Heyden Group Holding B.V. is Mr. Sven von der Heyden.

2. BASIS OF PREPARATION

The financial statements have been prepared in accordance with the requirements of International Financial

Reporting Standards as adopted by the European Union (EU-IFRS) and the requirements of the Companies

Act (Cap. 386) enacted in Malta.

The preparation of financial statements in conformity with EU-IFRS requires the use of certain accounting

estimates. It also requires the directors to exercise their judgement in the process of applying the Company’s

accounting policies.

These financial statements are presented in Euro (€) which is the Company’s functional currency. The

accounting policies set out below have been applied consistently to all periods presented in these financial

statements. These financial statements have been prepared on the historical basis. Historical cost is generally

based on the fair value of the consideration given in exchange for goods and services.

New standards, interpretations and amendments to standards effective and applied in the current year

The following amendments to published and adopted standards took effect in the current year:

▪ Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability

(effective for financial years beginning on or after 1 January 2025)

These amendments did not have an impact on these financial statements.

New standards, interpretations, and amendments to standards adopted by the European Union but not

yet effective in the current year

Up to the date of approval of these financial statements, the following amendments to existing standards

have been published but are not yet effective for the current reporting year and which the Company has not

adopted early but plans to adopt upon their effective date.

▪ Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS

9 and IFRS 7) (effective for financial years beginning on or after 1 January 2026)

▪ Annual Improvements Volume 11 (effective for financial years beginning on or after 1 January 2026)

▪ Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 (effective for

financial years beginning on or after 1 January 2026)

▪ IFRS 18 Presentation and Disclosure in Financial Statements (effective for financial years beginning on

or after 1 January 2027)

Except for revised presentation and disclosures required under IFRS 18, none of the other amendments

mentioned above is expected to have an impact on the financial position or performance of the Company.

IFRS 18 will introduce new requirements for presentation within the statement of profit or loss and will also

requires disclosure of management-defined performance measures in the notes. Such new requirements will

be limited for the Company in view of the Company's main activity (being that of a financing company). The

only expected changes to the Statement of Profit or Loss and Other Comprehensive Income for the Company

will be a change in terminology. 'Net finance income' will be the equivalent of 'Gross profit' under IFRS 18 and

a new subtotal will be included under administrative expenses as 'Operating profit'.

NOTES TO THE FINANCIAL STATEMENTS

19 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

2. BASIS OF PREPARATION – continued

New standards, interpretations and amendments to adopted standards that are not yet effective nor

adopted by the European Union

The following new standards and amendments to adopted standards have been published by the

International Accounting Standards Board (IASB) but are not yet effective in the current year and have not

yet been adopted in the European Union:

▪ IFRS 19 Subsidiaries without Public Accountability: Disclosures, including amendments (effective for

financial years beginning on or after 1 January 2027)

▪ Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a

Hyperinflationary Presentation Currency (effective for financial years beginning on or after 1 January

2027)

These standards and amendments are not expected to have an impact on the financial position or

performance of the Company.

3. MATERIAL ACCOUNTING POLICIES

The material accounting policies adopted in the preparation of these financial statements are set out below.

These policies have been consistently applied in the financial statements presented, unless otherwise stated.

3.1 FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability

or equity instrument of another entity.

FINANCIAL ASSETS

Loans receivables

Loans receivables are initially recognised at fair value plus any directly attributable transaction costs and are

subsequently classified and measured at amortised cost. Loans receivables are financial assets held within a

business model with the objective to hold financial assets in order to collect contractual cash flows and the

contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Loans receivables are subsequently measured at amortised cost using the effective interest (EIR) method and

are subject to impairment. The EIR is the rate that exactly discounts estimated future cash receipts through

the expected life of the financial asset or liability or, when appropriate, a shorter period, to the gross carrying

amount of the financial asset. The EIR (and therefore, the amortised cost of the financial asset) is calculated

by taking into account transaction costs and any discount or premium on the acquisition of the financial

asset, as well as fees and costs that are an integral part of the EIR.

Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

Loans receivables are derecognised when:

▪ The rights to receive cash flows from the asset have expired, or

▪ The Company has transferred its rights to receive cash flows from the asset or has assumed an

obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-

through’ arrangement; and either (a) the Company has transferred substantially all the risks and

rewards of the asset, or (b) the Company has neither transferred nor retained substantially all the risks

and rewards of the asset, but has transferred control of the asset.

NOTES TO THE FINANCIAL STATEMENTS

20 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

3. MATERIAL ACCOUNTING POLICIES – continued

3.1 FINANCIAL INSTRUMENTS – continued

FINANCIAL ASSETS – continued

Loans receivables – continued

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-

through arrangement, it evaluates if, and to what extent, it has retained the risks and rewards of ownership.

When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor

transferred control of the asset, the Company continues to recognise the transferred asset to the extent of its

continuing involvement.

Cash and cash equivalents

Cash in hand and at banks and short-term deposits which are held to maturity are carried at cost.

Cash and cash equivalents are defined as cash in hand, demand deposits and short term, highly liquid

investments readily convertible to known amounts of cash and subject to insignificant risk of changes in

value.

For the purpose of the statement of cash flows, cash and cash equivalents consist of cash in hand and deposits

at banks, net of outstanding overdrafts.

Impairment of financial assets

The Company recognises an allowance for expected credit losses (ECLs) for all debt instruments not held at

fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in

accordance with the contract and all the cash flows that the Company expects to receive, discounted at an

approximation of the original effective interest rate. The expected cash flows will include cash flows from the

sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognised in two stages. For credit exposures for which there has not been a significant increase in

credit risk since initial recognition, ECLs are provided for credit losses that result from default events that are

possible within the next 12-months (a 12-month ECL). For those credit exposures for which there has been a

significant increase in credit risk since initial recognition, a loss allowance is required for credit losses expected

over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

The 12-month ECL is calculated by multiplying the 12-month Probability of Default (PD), Loss Given Default

(LGD) and Exposure at Default (EAD). Lifetime ECL is calculated on a similar basis for the residual life of the

exposure.

FINANCIAL LIABILITIES

Debt securities in issue

Debt securities in issue are recognised initially at fair value, net of directly attributable transaction costs.

Debt securities in issue are subsequently measured at amortised cost using the EIR method. Gains and losses

are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation

process. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees

or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement

of profit or loss.

Debt securities in issue are derecognised when the obligation under the liability is discharged or cancelled or

expires. When an existing financial liability is replaced by another from the same lender on substantially

different terms, or the terms of an existing liability are substantially modified, such an exchange or

modification is treated as the derecognition of the original liability and the recognition of a new liability. The

difference in the respective carrying amounts is recognised in the statement of profit or loss.

NOTES TO THE FINANCIAL STATEMENTS

21 | Von der Heyden Group Finance P.L.C. Annual Report and Financial Statements - 31 December 2025

3. MATERIAL ACCOUNTING POLICIES – continued

3.2 Ordinary shares

Ordinary shares are classified as equity. Incremental costs directly attributable to issue of ordinary shares are

recognised as a deduction from equity.

3.3 Tax

Deferred tax is recognised using the balance sheet liability method, providing for temporary differences

between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used

for taxation purposes.

3.4 Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief

operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources

and assessing performance of the operating segments, has been identified as the Board of Directors that

makes strategic decisions. The Board considers the Company to constitute one reportable segment in view

of its activities.

4. SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS

In preparing the financial statements, the directors are required to make judgements, estimates and

assumptions that affect reported income, expenses, assets, liabilities and disclosure of contingent assets and

liabilities. Use of available information and application of judgement are inherent in the formation of

estimates. Actual results in the future could differ from such estimates and the differences may be material

to the financial statements. These estimates are reviewed on a regular basis and, if a change is needed, it is

accounted for in the year the changes are known.

Except for the below, in the opinion of the directors, the accounting estimates, assumptions and judgements

made in the course of preparing these financial statements are not difficult, subjective or complex to a degree

which would warrant their description as significant in terms of the requirements of IAS 1 (revised) –

Presentation of financial statements.

PROVISION FOR EXPECTED CREDIT LOSSES OF FINANCIAL ASSETS

The Company assesses the credit risk of financial instruments within the scope of impairment for significant

increase since initial recognition at the reporting date. If there is a significant increase in credit risk, lifetime

ECL is recognised. The principle of significant deterioration in credit risk is achieved by performing an

assessment to compare the risk of default occurring at the reporting date with the risk of default occurring

at the date of initial recognition, by reference to an analysis of the financial performance and position of

related party borrowers. The assessment of ECLs is a significant estimate since the amount thereof is sensitive

to changes in circumstances and of forecast economic conditions. The Company’s ECLs are disclosed in notes

12 and 17.

5. GOING CONCERN