24. Borrowings

Borrowings are recognised initially at fair value, net of transaction costs incurred. After initial recognition borrowings are measured at amortised cost using the effective interest rate method. Gains and losses are recognised in profit or loss when the liabilities are derecognised. The effective interest rate amortisation is included as finance costs in the income statement (unless the costs are capitalised). 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 effective interest rate.

The Group derecognises a financial liability when its contractual obligations are discharged, cancelled or expired. 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.

Changes from financing cash flows

Other changes

As at 1 January 2025

Proceeds from borrowings

Repayments of borrowings

Effective interest method

Other

As at 31 December 2025

Non-recourse property financing

36,852

-

(2,220)

-

1,610

36,242

Recourse property financing

12,160

23,000

(931)

-

(1,610)

32,619

Other non-recourse financing

15,619

10,342

(4,676)

-

-

21,285

Other recourse financing

2,219

-

(1,427)

-

-

792

66,850

33,342

(9,254)

-

-

90,938

As at 1 January 2024

Proceeds from borrowings

Repayments of borrowings

Effective interest method

Other

As at 31 December 2024

Non-recourse property financing

32,464

5,903

(1,515)

-

-

36,852

Recourse property financing

13,874

500

(2,214)

-

-

12,160

Other non-recourse financing

12,066

6,146

(2,593)

-

-

15,619

Other recourse financing

3,170

-

(951)

-

-

2,219

61,574

12,549

(7,273)

-

-

66,850

24.1 Non-recourse property financing

Non-recourse property loans finance land positions and building rights acquired for property development and ongoing property development projects. The average term of non-recourse property financing is 1.8 years (2024: 2.8 years). Interest on these loans is generally based on Euribor plus a margin. The margin is generally fixed during the term of the loan. The terms of property loans are relatively short, therefore interest margins are generally in line with the market.

The carrying amount of the assets financed with these loans is €104 million at year-end 2025 (2024: €129 million). The assets are pledged as a security for lenders. These loans will be payable on demand if the agreed qualitative and quantitative conditions relating to interest and capital repayments, among other things, are not met.

24.2 Recourse property financing

Recourse property loans finance land and building rights and property development. The average term of these loans is 3.2 years (2024: 2.3 years). Interest on these loans is generally based on Euribor plus a margin. The margin is generally fixed during the term of the loan. For loans amounting to €24 million, the interest is (partially) fixed (2024: €1 million). The carrying amount of the assets financed with these loans is €152 million at year-end 2025 (2024: approximately €98 million). These assets constitute a security for lenders and additional securities exist in the form of a guarantee provided by the Group, in some cases supplemented by a bank guarantee. These loans will be repayable on demand if the agreed qualitative and quantitative conditions relating to interest and capital repayments, among other things, are not met.

24.3 Other non-recourse financing

Other non-recourse loans finance assets other than property, mainly cars and installations. Of the non-current part, €4.1 million has a term to maturity of more than five years (2024: €4.7 million). The average term to maturity of these loans is 8 years (2024: 8 years). The average interest rate is 3.7% (2024: 3.3%).

24.4 Committed syndicated credit facility

On 30 November 2022, the Group entered into a revolving credit facility agreement that provides a facility of maximum €330 million which can be used for general corporate purposes, including working capital financing. The facility had a term of four years (until 30 November 2026) plus two one-year extension options. In 2024, the second extension option was exercised and the maturity is extended to 30 November 2028.

Loans obtained under the facility are subject to variable market interest rates (EURIBOR) plus a margin in the range of 1.75% - 3.00% depending on the Group’s recourse leverage ratio. On an annual basis, the margin is adjusted based on the Group’s performance on four ESG KPIs. The maximum margin adjustment is plus/minus 0.05%, depending on the number of ESG KPI’s meeting their respective target. The RCF is subject to financial covenants (see note 23.6) and to market conform commitment and utilisation fees. The facility has not been used in 2024 and 2025.

24.5 Bank overdrafts

Besides the committed syndicated credit facility, the Group holds €153 million (2024: €153 million) in bilateral credit facilities.

24.6 Covenants

Terms and conditions, including covenants, for project specific financing, being non-recourse PPP loans and (non-) recourse property financing loans, are directly linked to the respective projects. A relevant ratio in non-recourse property financing is the loan to value ratio, i.e. the ratio between the value of the loan and the carrying amount of the assets of the project. In PPP loans and recourse property financing the debt service cover ratio is generally applicable. This is a ratio of the interest and repayment obligations to the operational cash flows of the respective project. A breach of covenants may require immediate repayment of the respective outstanding loan. During 2025, no early payments were made as a result of not adhering to the financing conditions of project related financing (2024: nil).

The Group’s revolving credit facility is subject to a number of financial covenants. Non-compliance with the covenants could qualify as an event of default based on which the lenders may require immediate repayment of outstanding loans and cancel their commitments. Terms and conditions for the committed syndicated credit facility are based on the Group as a whole, excluding non-recourse elements. The ratios for this financing arrangement (all recourse) are the leverage ratio, the interest cover ratio, the solvency ratio and the guarantor cover.

The capital base in the financial covenants, as part of the solvency ratio, is adjusted for, among other things, the hedging reserve and remeasurements of post-employments benefits. The requirements and realisation of the financial covenants is as follows:

Calculation

Requirement

2025

2024

Leverage ratio

Net borrowings/EBITDA

≤ 2.501

(3.1)

(4.3)

Interest cover ratio

EBITDA/net interest expense

≥ 4.00

N/A

N/A

Solvency ratio

Capital base2/total assets

≥ 15%

31.9%

31.6%

Guarantor covers

EBITDA share of guarantors

≥ 70%

104.5%

103.2%

Assets share of guarantors

≥ 70%

104.8%

100.5%

1 An increased recourse leverage ratio of 2.75 is permitted for each second and third quarter of the year.
2 The capital base in the financial covenant is adjusted for the hedging reserve and remeasurements of post- employment benefits, among other things

The Group reported a net recourse interest income instead of an expense for 2024 and 2025, making the recourse interest cover ratio not applicable.