Notes to the company statement of financial statements

The company financial statements of FMO should be read in conjunction with the consolidated financial statements including the risk management information, segment information and the notes to the consolidated financial statements. The FMO company financial statements are almost same as the consolidated financial statements due to the limited investments activities of FMO's consolidated group companies. Therefore, for notes of specific items of the statement of financial position and the statement of profit or loss, we refer to the consolidated financial statements to the extent these are not specifically disclosed hereafter.

For information related to the maturity of the assets and liabilities recorded in the statement of financial position of the company financial statements, we refer to the table with the categorization of principal cash flow per maturity bucket in the section 'Liquidity risk' of the 'Risk management' chapter.

A. Cash balances with Banks

Cash balances with Banks include funding received by FMO under sub‑delegation agreements that is in the process of being transferred to the sub‑delegee. This funding is recognized as an asset by FMO until the point at which it is transferred, with a corresponding liability presented under ‘Accrued and other liabilities'.

The cash on bank accounts can be freely disposed of.

B. Equity investments

C. Other financial assets

FMO has investment stakes in some structured entities namely, FMO Ventures Program and Land Use Facility. FMO Ventures Program is a co-investment between FMO, the Dutch Government and the European Commission. Similar to FMO Ventures Program, the Land Use Facility is a co-investment between FMO and the Dutch Government, with partial guarantee provided by the European Commission. The investment stakes are classified and presented as "Other financial assets". For Land Use Facility, there are no capital contributions made by FMO or net asset value attributable to FMO, FMO's investment stake is a loan granted to the structured entity which is appropriately recorded in this Company financial statements as part of the 'Loans to private sector' at fair value through profit or loss.

For the Ventures Program, FMO has not invested any share capital in the program; however, FMO invests cash in pre-agreed proportions alongside other co-investors when acquiring underlying assets. Amounts attributable to FMO are based on a predefined value sharing waterfall that utilizes the values of the underlying equity investments in FMO's Ventures Program and are carried at FVPL. The underlying investments in the program are valued using the existing equity investment fair valuation techniques described in the fair value. The waterfall calculation defines the timing and amount of distributions to the various co-investors.

D. Investments in group companies

The investments in group companies consist of the following interests in the share capital of:

1. Asia Participations B.V.: 100 percent;

2. FMO Investment Management B.V.: 100 percent;

3. FMO Representative Office LAC Limitada: 100 percent;

The following table summarizes the carrying amount of the investments in group companies.

FMO Ventures Program and the Land Use Facility are consolidated structured entities in FMO's consolidated financial statements; they are not included in the list of group entities above because they are recognized as 'Other financial assets' in this Company financial statements.

E. Other Receivables

F. Shareholders’ equity

Share capital

The authorized capital amounts to €45,380k, consisting of A shares of €22.69 each, which are held by the Dutch Government, and B shares of €22.69 each, which are for held by commercial banks and private investors. The Dutch Government holds 51 percent of the total shares of FMO, while commercial banks and private investors hold the remaining 49 percent . The voting rights for A shares and B shares are equal.

In addition, the shareholders' equity of the company comprises three reserves, in line with the Agreement State-FMO of July 1, 2023. These are the share premium reserve, the development fund and the contractual reserve. As long as the company continues its activities, these reserves are not available to the shareholders. Upon liquidation of FMO these reserves fall to the Dutch Government, after settlement of the contractual return to the shareholders.

Share premium reserve

Share premium reserve is contributed by shareholders on the transfer to the company of investments administrated on behalf of the Dutch Government at the time of the financial restructuring and amounts to €29,272k (2024: €29,272k).

Revaluation reserve

The revaluation reserve is a non-distributable reserve that includes the unrealized fair value gains of our equity investments, loans to the private sector at FVPL and derivatives for which financial instruments no frequently quoted market prices are available.

The revaluation reserve in the company financial statements follows from differences in presentation requirements between IFRS and Part 9 of the Dutch Civil Code. This revaluation reserve has been created against the contractual reserve.

It has been established that the method in prior year for calculating and subsequently accounting for the revaluation reserve in the Company financial statements did not comply with Article 2:390 of the Dutch Civil Code. Therefore, appropriate adjustment has been made in this year's Company financial statements by decreasing the revaluation reserve and increasing the contractual reserve by an amount of €579 million. Furthermore, the legal reserve regarding capitalized intangible assets was not recorded properly in previous year. The legal reserve was understated by an amount of € 25 million and the revaluation reserve was overstated with the same amount.

Management has conducted an analysis and concluded, based on their internal accounting assessment, that these errors are not considered to be material prior year errors.  Consequently, this was adjusted in the 2025 figures and not retrospectively adjusted in the 2024 comparative figures in the 2025 Company financial statements.

Legal reserves and statutory reserves

Legal reserves

Legal reserves include the fair value reserve, translation reserves and the legal reserve in respect of internally developed software as shown in the table below:

Internally developed software legal reserve

This legal reserve relates to development costs incurred for internally developed software. It is recognised to cover the capitalised amount for both internal and external costs.

Fair value reserve

The fair value reserve includes gains and losses of equity investment measured at FVOCI. Gains and losses on such equity investments are never reclassified to profit or loss. Cumulative gains and losses recognized in this reserve are transferred to other reserves on disposal of the investment.

Translation reserve

The assets, liabilities, income and expenses of foreign group companies and associates are translated using the closing and weighted average exchange rates. Differences resulting from the translation are recognized in the translation reserve.

As of December 31, 2025, the translation reserve (as a part of the legal reserve) has a balance of -€16.419 (2024: €31.030).

Statutory reserves

Contractual reserve

The addition relates to that part of the net result, which FMO is obliged to reserve under the Agreement State-FMO of July 1, 2023 (see section "Additional information" and the note on "proposal for appropriation of net results").

Development fund

This special purpose reserve contains the annual budgetary allocations made by the Dutch Government to finance the portfolio of loans and equity investments.

Other reserves

Pursuant to Dutch reporting requirements in Part 9 of Book 2 the Dutch Civil Code, the table reflects the other reserves included in the total Shareholders' equity. According to the Support Agreement with the Dutch Government, FMO allocates the net results after dividend pay-out to the contractual reserve. The contractual reserve is a statutory reserve, against which no legal reserves can be created. 

The retained earnings comprise previously freely distributable profits that remained undistributed prior to the implementation of the current dividend policy.

Changes in Shareholders' equity

The table below shows the changes in Shareholders’ equity as presented in the Company’s financial statements. In the Company financial statements, we have re‑presented the revaluation reserve, legal reserves, and statutory reserves, compared to last year, to ensure full alignment with the presentation requirements of the Dutch Civil Code. While the layout has been reorganized, the amounts for each individual line item remain unchanged. 

G. Result of financial transactions

Other changes relate to FMO's Ventures Program.

Proposal for appropriation of the net result

A company net profit of €48.5 million is recorded in 2025. Under the Agreement State-FMO of July 1, 2023, FMO is required to add €46.5 million to the contractual reserve. Therefore the 2025 profit is not completely distributable. The distributable element of the net profit amounts to €2.0 million (2024: €10.6 million). The Management Board and the Supervisory Board propose distributing a sum of €2.0 million as cash dividend equaling €5.01 per A and B share. This proposal for dividend distribution can be withdrawn if FMO's economic and financial conditions deteriorate significantly in the period up to the moment of distribution of the dividend. This reservation is the result of the recommendation of the European Central Bank and adopted by the Dutch Central Bank.