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Kemira Oyj

Audit Report / Information Feb 21, 2025

3221_10-k-afs_2025-02-21_eb651a7d-9ab0-415d-a176-d681c0c42c12.pdf

Audit Report / Information

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Ernst & Young Oy Korkeavuorenkatu 32-34 FI-00130 Helsinki FINLAND

Tel: +358 207 280 190 www.ey.com/fi Business ID: 2204039-6, domicile Helsinki

AUDITOR'S REPORT (Translation of the Finnish original)

To the Annual General Meeting of Kemira Oyj

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Kemira Oyj (business identity code 0109823-0) for the year ended 31 December 2024. The financial statements comprise the consolidated balance sheet, income statement, statement of comprehensive income, statement of changes in equity, statement of cash flows and notes, including material accounting policy information, as well as the parent company's balance sheet, income statement, statement of cash flows and notes.

In our opinion

  • the consolidated financial statements give a true and fair view of the group's financial position, financial performance and cash flows in accordance with IFRS Accounting Standards as adopted by the EU.
  • the financial statements give a true and fair view of the parent company's financial performance and financial position in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements.

Our opinion is consistent with the additional report submitted to the Audit Committee.

Basis for Opinion

We conducted our audit in accordance with good auditing practice in Finland. Our responsibilities under good auditing practice are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report.

We are independent of the parent company and of the group companies in accordance with the ethical requirements that are applicable in Finland and are relevant to our audit, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

In our best knowledge and understanding, the non-audit services that we have provided to the parent company and group companies are in compliance with laws and regulations applicable in Finland regarding these services, and we have not provided any prohibited non-audit services referred to in Article 5(1) of regulation (EU) 537/2014. The non-audit services that we have provided have been disclosed in note 2.2 to the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

We have fulfilled the responsibilities described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements.

We have also addressed the risk of management override of internal controls. This includes consideration of whether there was evidence of management bias that represented a risk of material misstatement due to fraud.

Key Audit Matter How our audit addressed the Key Audit Matter
Valuation of Goodwill
The accounting principles and disclosures
concerning goodwill are disclosed in Note 3.1.
Valuation of goodwill was a key audit matter
because

the assessment process is judgmental,

it is based on assumptions relating to market or
economic conditions extending to the future,
and
Our audit procedures regarding the valuation of
goodwill included involving EY valuation specialists
to assist us in evaluating methodologies, impairment
calculations and underlying assumptions applied by
the management in the impairment testing.
In evaluation of methodologies, we compared the

because of the significance of the goodwill to
the financial statements.
As of balance sheet date 31 December 2024, the
value of goodwill amounted to 491 million euro
principles applied by the management in the
impairment tests to the requirements set in IAS 36
Impairment of assets standard and ensured the
mathematical accuracy of the impairment
calculations.
representing 15 % of the total assets and 27 % of
the total equity.
The key assumptions applied by the management in
impairment tests were compared to
The valuation of goodwill is based on
management's estimate about the value-in-use
calculations of the cash generating units. There are
number of underlying assumptions used to
determine the value-in-use, including the revenue
growth, EBITDA and discount rate applied on net
cash-flows.

approved budgets and long-term forecasts,

information available in external sources, as
well as

our independently calculated industry averages
such as weighted average cost of capital used
in discounting the cashflows.
Estimated value-in-use may vary significantly when
the underlying assumptions are changed and the
changes in above-mentioned individual assumptions
may result in an impairment of goodwill.
In addition, we compared the sum of discounted
cash flows in impairment tests to Kemira's market
capitalization.
We also assessed the sufficiency and
appropriateness of the disclosures given in respect
of goodwill and its sensitivity.

Key Audit Matter How our audit addressed the Key Audit Matter
Fair value measurement of other shares
The accounting principles and disclosures
concerning other shares are disclosed in Note 3.5.
Fair value measurement of other shares was a key
audit matter because

the value of PVO / TVO shares is material to
the financial statements, and because

the fair value assessment process requires
significant management judgment.
Our audit procedures regarding the fair values of
other shares to address the risk of material
misstatement included involving EY valuation
specialists to assist us in evaluating
appropriateness of methodologies, fair value
calculations and underlying assumptions applied by
the management.
As of balance sheet date 31 December 2024, the
value of PVO / TVO shares included in other shares
amounted to 269 million euro representing 8 % of
the total assets and 15 % of the total equity. PVO /
TVO shares represent majority of the balance sheet
value of other shares.
The key assumptions made by the management
were compared to

estimates of future electricity production costs
available on external sources,

estimates of future electricity market prices in
Finland available on external sources, and
In determining the fair value of PVO / TVO shares,
the management must make among other things an
assessment regarding

future electricity production cost for PVO and

our independently calculated discount rate
applicable for discounting of expected
cashflows.
TVO,

future electricity market prices applicable for
In addition, we assessed the overall reasonableness
of management's judgments.
Finland, and

discount rate applied on discounting the
cashflows.
We also assessed the sufficiency and
appropriateness of the disclosures regarding the
other shares.
Fair values of PVO and TVO shares may vary
significantly when above-mentioned assumptions
are changed.
Fair value measurement of other shares was
determined to be a key audit matter and a
significant risk of material misstatement referred to
in EU Regulation No 537/2014, point (c) of Article
10 (2).

Responsibilities of the Board of Directors and the Managing Director for the Financial Statements

The Board of Directors and the Managing Director are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and of financial statements that give a true and fair view in accordance with the laws and regulations governing the preparation of financial statements in Finland and comply with statutory requirements. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Board of Directors and the Managing Director are responsible for assessing the parent company's and the group's ability to continue as going concern, disclosing, as applicable, matters relating to going concern and using the going concern basis of accounting. The financial statements are prepared using the going concern basis of accounting unless there is an intention to liquidate the parent company or the group or cease operations, or there is no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance on whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with good auditing practice will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.

As part of an audit in accordance with good auditing practice, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the parent company's or the group's internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of the Board of Directors' and the Managing Director's use of the going concern basis of accounting and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the parent company's or the group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the parent company or the group to cease to continue as a going concern.
  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events so that the financial statements give a true and fair view.
  • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure

about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Other Reporting Requirements

Information on our audit engagement

We were first appointed as auditors by the Annual General Meeting on 21 March 2019 and our appointment represents a total period of uninterrupted engagement of six years.

Other information

The Board of Directors and the Managing Director are responsible for the other information. The other information comprises the report of the Board of Directors and the information included in the Annual Report, but does not include the financial statements and our auditor's report thereon. We have obtained the report of the Board of Directors prior to the date of this auditor's report, and the Annual Report is expected to be made available to us after that date.

Our opinion on the financial statements does not cover the other information.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. With respect to report of the Board of Directors, our responsibility also includes considering whether the report of the Board of Directors has been prepared in compliance with the applicable provisions, excluding the sustainability report information on which there are provisions in Chapter 7 of the Accounting Act and in the sustainability reporting standards.

In our opinion, the information in the report of the Board of Directors is consistent with the information in the financial statements and the report of the Board of Directors has been prepared in compliance with the applicable provisions. Our opinion does not cover the sustainability report information on which there are provisions in Chapter 7 of the Accounting Act and in the sustainability reporting standards.

If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Other opinions on assignment of the Board of Directors

We support that the financial statements should be adopted. The proposal by the Board of Directors regarding the use of the profit shown on the balance sheet is in compliance with the Limited Liability Companies Act. We support that the Board of Directors of the parent company and the Chief Executive Officer should be discharged from liability for the financial period audited by us.

Helsinki, 10 February 2025

Ernst & Young Oy Authorized Public Accountant Firm

Mikko Rytilahti Authorized Public Accountant

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